Irwin ties Let century a large number of useful public under taklage, emit as the snaking of meals, bridges% harbours, docks, and the Ole have tom carried lute effect by companies formed on the and Incorporated by Acta of Parliament ; and more y our gigantic system of intercommunication by railway has ism old/Linea is • eisair way. In these undertakings, the millet• awe of the logidature was not ova much to give a corporate saletram to an association of capitalist', as to enable the company to tarry ens Ite project by the comp leery purchase of property, and to make by kers Wed* on the public fur protecting the righte of the corporation. These companies, like the old trading associations, par take of the advantages derived from incorporation ; advantages in which mere associations of individuals joined together to promote such common objects cannot possibly participate. A mere aasemblage of adventurers cannot, for instance, by any agreement among themselves sue or be sued in the name of any one of their body, or of any officer they may select for the purpose • they are liable, on the contrary, to the same laws as ordinary and each individual is respon sible to his last shilling for the acts and omissions, the contract. and debts, of the body generally. To. facilitate the operations of such associations, various statutes have been passed ; but owing to tho fluctuation in opinion regarding the true policy to ho pursued, the legislation relating to them has nut been altogether consistent.
The original mode of forming a joint-stock company was by means of a deed of settlement, which constituted trustees of the partnership property, directors of its affairsauditors of its accounts, and other officers, defined the number of shares into which the capital was divided, and the form and mode of transferring them, and laid down rules for periodical meetings of the shareholders. In the absence of legislative interference, the rights and liabilities of the members of such bodies, in relation to the public, were the same as those of other members of ordinary partnerships; their rights and liabilities inter se depended on the provisions of the deed of settlement. The difficulties which were soon found to arise, in carrying on the business of such undertakings, induced the earlier joint-stock companies to obtain private Acts of Parliament, which usually enabled the company to sue and; be sued in the name of the secretary or some public officer appointed for the purpose, and almost invariably concluded with a proviso that nothing therein should tend to incorporate the partner ship; for one effect of incorporation would have been to destroy the individual responsibility of the members for the acts of the association, which' the legislature, until quite recently, most carefully retained. As joint-stock companies, however, increased in number and in useful nem, the cost and trouble necessary to obtain a private Act of Parlia ment were felt to be extremely burdensome ; and the attention of parliament being called to the subject, it was thought expedient by the legislature to empower the crown to grant to joint-stock companies such powers as were likely to be most useful to them, without, how ever, conferring all the incident. of a corporation. The first. attempt
at legislation m this direction was the statute G Geo. IV. c. 91, which enabled the crown, in any charter of incorporation thereafter to be granted, to provide that the members should be individually liable for the debts and engagements of the corporation. This act proving in operative, another mode of proceeding was tried by 4 & 5 Win. IV. c. 94, which enabled the crown to grant to joint-stock companies the privilege of suing and being sued in the name of any of their officers. This act was soon repealed, and another attempt made in the saino direction by 7 Wm. IV. and 1 Viet.c. 73. At length the 7 & 8 Viet.
• 1]0 was passed, for the registration, incorporation, and regulation of all future joint-stock companies not requiring nor obtaining a charter or act of parliament. This statute introduced a system of public regis tration, by which the company became incorporated, for the purpose of carrying on the business for which it wan formed, according to the provisions of its deed of settlement ; but every shareholder remained liable individually for the debts and contracts of the company, and might be proceeded against as thought ho were not a member of the corporation. Banking companies were excepted from this statute, the 7 & & Viet. c. 113 being passed for their special regulation.
A great many joint-stock companies were formed, and by registration obtained the corporate privileges, which they were now enabled to do; but before long the affairs of several became involved, and the diffi culties which then presented themselves in attempting to adjust the rights and liabilities, of the shareholders led to the Winding-up Acta, 11 & 12 Viet. c. 45, and 12 & 13 Viet. c. 103, which for sevoml yaws exercised the acumen of the judges of the Court of Chancery, in a series of hopeless attempts to interpret and follow out their provisions. The effect of the litigation carried on under these Acts was to throw it very strong. light upon the principles of legislation applicable to joiut-eteek companies; • and the knowledge thus purchased at an enor mous% expense led to the repeal of the Registration and Winding-up Acta, and to a total remodelling of the law regarding these associations. This has been effected by the statute 19 & 20 \Ia. c. 47, which pro sides for the registration, under its own provisions, of all companies previously registered sander the former statute. The Act itself has been amended by 20 & 21 Viet. c. 14.