8 VICT. САР. 16. Shares to be personal estate. Share holders, Register of sharehold ers. Sharehold ers' address book. Certificates be issued to the shareholders. beginning with number one; and every such share shall be distinguished by its appropriate number. 7. All shares in the undertaking shall be personal estate, and transmissible as such, and shall not be of the nature of real estate. 8. Every person who shall have subscribed the prescribed sum or upwards to the capital of the company, or shall otherwise have become entitled to a share in the company, and whose name shall have been entered on the register of shareholders hereinafter mentioned, shall be deemed a shareholder of the company. 9. The company shall keep a book, to be called the "register of shareholders ;" and in such book shall be fairly and distinctly entered, from time to time, the names of the several corporations, and the names and additions of the several persons entitled to shares in the company, together with the number of shares to which such shareholders shall be respectively entitled, distinguishing each share by its number, and the amount of the subscriptions paid on such shares, and the surnames or corporate names of the said shareholders shall be placed in alphabetical order; and such book shall be authenticated by the common seal of the company being affixed thereto; and such authentication shall take place at the first ordinary meeting, or at the next subsequent meeting of the company, and so from time to time at each ordinary meeting of the company. 10. In addition to the said register of shareholders, the company shall provide a book, to be called the "shareholders' address-book," in which the secretary shall from time to time enter, in alphabetical order, the corporate names and places of business of the several shareholders of the company, being corporations, and the surnames of the several other shareholders with their respective christian names, places of abode, and descriptions, so far as the same shall be known to the company; and every shareholder, or if such shareholder be a corporation the clerk or agent of such corporation, may at all convenient times peruse such book gratis, and may require a copy thereof or of any part thereof; and for every hundred words so required to be copied, the company may demand a sum not exceeding sixpence. 11. On demand of the holder of any share the company of shares to shall cause a certificate of the proprietorship of such share to be delivered to such shareholder; and such certificate shall have the common seal of the company affixed thereto; and such certificate shall specify the share in and the same may be according to the form in the schedule (A.) to this act annexed, or to the like effect; and for such certificate the company may demand any sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence. 8 VICT. CAP. 16. dence. 12. The said certificate shall be admitted in all courts Certificate as prima facie evidence of the title of such shareholder, to be evihis executors, administrators, successors, or assigns, to the share therein specified; nevertheless the want of such certificate shall not prevent the holder of any share from disposing thereof. newed whe. 13. If any such certificate be worn out or damaged, then, Certificate upon the same being produced at some meeting of the to be redirectors, such directors may order the same to be can- lost or decelled, and thereupon another similar certificate shall be stroyed. given to the party in whom the property of such certificate, and of the share therein mentioned, shall be at the time vested; or if such certificate be lost or destroyed, then, upon proof thereof to the satisfaction of the directors, a similar certificate shall be given to the party entitled to the certificate so lost or destroyed; and in either case a due entry of the substituted certificate shall be made by the secretary in the register of shareholders; and for every such certificate so given or exchanged the company may demand any sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence. And with respect to the transfer or transmission of TRANSFER shares, be it enacted as follows: OF SHARA. transfer 14. Subject to the regulations herein or in the special Sharehold. act contained, every shareholder may sell and transfer all ers may or any of his shares in the undertaking, or all or any part shares by of his interest in the capital stock of the company, in case deed. such shares shall, under the provision hereinafter contained, be consolidated into capital stock; and every such transfer shall be by deed duly stamped, in which the consideration shall be truly stated; and such deed may be according to the form in the schedule (B.) to this act annexed, or to the like effect. to be enter fers. 15. The said deed of transfer (when duly executed) Memorials shall be delivered to the secretary, and be kept by him; of transfer and the secretary shall enter a memorial thereof in a book ed in regi to be called the "Register of Transfers," and shall endorse ter of trans such entry on the deed of transfer, and shall, on demand, deliver a new certificate to the purchaser; and for every such entry, together with such endorsement and certifi 8 VICT. CAP. 16. Until regis tered, vendor liable for calls. Purchaser not entitled to profits. Transfer not until calls the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence; and on the request of the purchaser of any share an endorsement of such transfer shall be made on the certificate of such share, instead of a new certificate being granted; and such endorsement, being signed by the secretary, shall be considered in every respect the same as a new certificate; and until such transfer has been so delivered to the secretary as aforesaid the vendor of the share shall continue liable to the company for any calls that may be made upon such share, and the purchaser of the share shall not be entitled to receive any share of the profits of the undertaking, or to vote in respect of such share. 16. No shareholder shall be entitled to transfer any to be made share, after any call shall have been made in respect thereof, until he shall have paid such call, nor until he shall have paid all calls for the time being due on every share held by him. paid. Closing of transfer books. Notice. fransmission of shares by than transfer to be authenti declaration. 17. It shall be lawful for the directors to close the register of transfers for the prescribed period, or if no period be prescribed, then for a period not exceeding fourteen days previous to each ordinary meeting, and they may fix a day for the closing of the same, of which seven days' notice shall be given by advertisement in some newspaper as after mentioned; and any transfer made during the time when the transfer books are so closed shall, as between the company and the party claiming under the same, but not otherwise, be considered as made subsequently to such ordinary meeting. 18. If the interest in any share have become transmitted in consequence of the death or bankruptcy or insolvency other means of any shareholder, or in consequence of the marriage of a female shareholder, or by any other lawful means than by a transfer according to the provisions of this or the cated by a special act, such transmission shall be authenticated by a declaration in writing as hereinafter mentioned, or in such other manner as the directors shall require; and every such declaration shall state the manner in which and the party to whom such share shall have been so transmitted, and shall be made and signed by some credible person before a justice, or before a master or master extraordinary of the high court of chancery; and such declaration shall be left with the secretary, and thereupon he shall enter the name of the person entitled under such transregister of mission in the register of shareholders; and for every such entry the company may demand any sum not exceed Entry in share holders. 8 VICT. CAP. 16. Until au be prescribed, then not exceeding five shillings; and until such transmission has been so authenticated no person claiming by virtue of any such transmission shall be entitled to receive any share of the profits of the under- thenticated taking, nor to vote in respect of any such share as the not entitled holder thereof. to profits. Transmis 19. If such transmission be by virtue of the marriage sion by mar of a female shareholder, the said declaration shall contain riage, will, a copy of the register of such marriage, or other particulars &c., to be proved by of the celebration thereof, and shall declare the identity production of the wife with the holder of such share; and if such of register or probate. transmission have taken place by virtue of any testamentary instrument, or by intestacy, the probate of the will or the letters of administration, or an official extract therefrom, shall, together with such declaration, be produced to the secretary; and upon such production in either of the cases aforesaid the secretary shall make an entry of the declaration in the said register of transfers. to regard trusts. [As to shares in respect of money advanced on security of land, for construction of railways or canals, see 27 & 28 Vict. c. 114, ss. 84 to 89.] 20. The company shall not be bound to see to the exe- Company cution of any trust, whether express, implied, or construc- not bound tive, to which any of the said shares may be subject; and the receipt of the party in whose name any such shar shall stand in the books of the company, or if it stands in the names of more parties than one, the receipt of one of Receipt of the parties named in the register of shareholders, shall partynamed in register from time to time be a sufficient discharge to the company of sharefor any dividend or other sum of money payable in respect holders a of such share, notwithstanding any trusts to which such sufficient share may then be subject, and whether or not the company have had notice of such trusts; and the company shall not be bound to see to the application of the money paid upon such receipt. discharge. And with respect to the payment of subscriptions and PAYMENT OF the means of enforcing the payment of calls, be it enacted as follows: CALLS. Subscrip called for. 21. The several persons who have subscribed any tions to be money towards the undertaking, or their legal represen- paid when tatives, respectively, shall pay the sums respectively so subscribed, or such portions thereof as shall from time to time be called for by the company, at such times and places as shall be appointed by the company; and with respect to the provisions herein or in the special act contained for enforcing the payment of calls, the word "shareholder" shall extend to and include the legal personal representatives of such shareholder. 22. It shall be lawful for the company from time to Power to make calla 8 VICT. САР. 16. Notice. time to make such calls of money upon the respective shareholders, in respect of the amount of capital respectively subscribed or owing by them, as they shall think fit, provided that twenty-one days' notice at the least be given of each call, and that no call exceed the prescribed amount, if any, and that successive calls be not made at less than the prescribed interval. if any, and that the aggregate amount of calls made in any one year do not exceed the Prescribed prescribed amount, if any; and every shareholder shall be liable to pay the amount of the calls so made, in respect of the shares held by him, to the persons and at the times and places from time to time appointed by the company. Interval. amount. Interest to Interest may be allowed tions before call. 23. If, before or on the day appointed for payment, any shareholder do not pay the amount of any call to which he is liable, then such shareholder shall be liable to pay interest for the same at the rate allowed by law from the day appointed for the payment thereof to the time of the actual payment. 24. It shall be lawful for the company, if they think on payment fit, to receive from any of the shareholders willing to adof subscrip- vance the same all or any part of the monies due upon their respective shares beyond the sums actually called for; and upon the principal monies so paid in advance, or so much thereof as from time to time shall exceed the amount of the calls then made upon the shares in respect of which such advance shall be made, the company may pay interest at such rate, not exceeding the legal rate of interest for the time being, as the shareholder paying such sum in advance and the company shall agree upon. Payment of calls may be enforced by action. Declaration in action for calls. 25. If at the time appointed by the company for the payment of any call any shareholder fail to pay the amount of such call, it shall be lawful for the company to sue such shareholder for the amount thereof, in any court of law or equity having competent jurisdiction, and to re cover the same, with lawful interest, from the day on which such call was payable. 26. In any action or suit to be brought by the company against any shareholder to recover any money due for any call it shall not be necessary to set forth the special matter, but it shall be sufficient for the company to declare that the defendant is the holder of one share or more in the company (stating the number of shares), and is indebted to the company in the sum of money to which the calls in arrear shall amount in respect of one call or more upon one share or more (stating the number and amount of each of such calls), whereby an action hath accrued to |