always, that no such execution shall issue against any shareholder except upon an order of the courty or of a judge of the court, in which the action, suit," or other proceeding shall have been brought or in-c stituted, and such court or judge may order execu• › purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issue or authorize the issue of any notice, advertisement, or other official publication of such company, or of any bill of exchange, promissory note, cheque, order for money, bill of parcels, invoice, receipt, let-tion to issue accordingly, with the reasonable costs ter, and other writing used in the transaction of the business of the company wherein its name is not mentioned in the manner aforesaid, he shall be liable to a penalty of fifty pounds, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money, for the amount thereof, unless the same shall be duly paid by the company. of such application, and execution to be taxed by a master of the said court; and for the purpose of ascertaining the names of the shareholders, and the amount of capital remaining to be paid upon their respective shares, it shall be lawful for any person entitled to any such execution, at all reasonable times, to inspect the register of shareholders without fee. the time of making the dividend, or shall object thereto, and shall file their objection in writing with the clerk of the company, they shall be exempted from the said liability. VI. No increase to be made in the nominal capi- IX. If the directors of any such company shall tal of any company that has obtained a certificate declare and pay any dividend when the company is of complete registration with limited liability shall known by them to be insolvent, or any dividend the be advertised or otherwise treated as part of the payment of which would to their knowledge render capital of such company, until it has been registered it insolvent, they shall be jointly and severally liable with the registrar of joint stock companies; and no for all the debts of the company then existing, and such registration shall be made unless a deed is for all that shall be thereafter contracted, so long produced to the registrar, executed by shareholders as they shall respectively continue in office; pro holding shares of the nominal value of not less than vided that the amount for which they shall all be so ten pounds to the amount in the aggregate of at liable shall not exceed the amount of such dividend, least three-fourths of the proposed increased capi-and that if any of the directors shall be absent at tal of the company, nor unless it is proved to the registrar, by such acknowledgment and declaration as herein after mentioned, that upon each of such shares there has been paid up by the holder thereof an amount of not less than twenty pounds per centum and if any such increase of capital as afore said be advertised or otherwise treated as part of the capital of the company before the same has been so registered, every director of such company shall incur a penalty of fifty pounds; and the payment of the above per-centage shall be acknowledged in or endorsed on the deed so produced, and the fact of the same having been bona fide so paid shall be verified by a declaration of the directors, or any two of them, made in pursuance of the said Act made in the sixth year of the reign of his late Majesty King William the Fourth, chapter sixty-two. : VII. The members of a joint stock company which has so obtained a certificate of complete registration with limited liability, after such certificate is granted, notwithstanding the provisions contained in the said Act of the eighth year of her present Majesty, shall not be liable, under any judgment, decree, or order which shall be obtained against such company, or for any debt or engagement of such company, further or otherwise than is herein-after provided. VIII. If any execution, sequestration, or other process in the nature of execution, either at law or in equity, shall have been issued against the property or effects of the company, and if there cannot be found sufficient whereon to levy or enforce such execution, sequestration, or other process, then such execution, sequestration, or other process may be issued against any of the shareholders to the extent of the portions of their shares respectively in the capital of the company not then paid up, but no shareholder shall be liable to pay in satisfaction of any one or more such execution, sequestration, or other process a greater sum than shall be equal to the portion of his shares not paid up: provided X. No note or obligation given by any shareholder to the company whereof he is a shareholder, whether secured by any pledge or otherwise, shall be considered as payment of any money due from him on any share held by him, and no loan of mo. ney shall be made by any such company to any shareholder therein; and if any such loan shall be made to a shareholder, the directors who shall make it, or who shall assent thereto, shall be jointly and severally liable to the extent of such loan, and interest for all the debts of the company contracted before the repayment of the sum so lent. XI. Where any company completely registered under the said Act of the eighth year of her present Majesty, or any company constituted under any Act of Parliament, shall obtain a certificate of complete registration with limited liability, the grant of such certificate shall not prejudice or affect any right which previously to the grant of such certificate has accrued to any creditor or other person against the company in its corporate capacity, or against any person then being or having been a member of such company, but every such creditor or other person shall be entitled to all such remedies against the company in its corporate capacity, and against every person then being or having been a member of such company, as he would have been entitled to in case such certificate had not been obtained. XII. No alteration made by virtue of this Act in the name of any company shall prejudice or affect any right which previously to such alteration has accrued to such company as against any other company or person, or which has accrued to any other company or person as against such company, but every such company as against any other company or person, and every other company or person as against such company and the members thereof, shall be entitled to all such remedies as they or he would have been entitled to if no such alteration had been made; and no such alteration shall abate or render defective any legal proceeding pending at the time when such alteration is made. XIII. In the case of any company which has obtained a certificate of limited liability, whenever, on taking the yearly accounts of such company, or by any report of the auditor thereof, it appears that three fourths of the subscribed capital stock of the company has been lost, or has become unavailable in the course of trade, from the insolvency of shareholders, or from any other cause, the trading and business of such company shall forthwith cease, or shall be carried on for the sole purpose of winding up its affairs; and the directors of such company shall forthwith take proper steps for the dissolution of such company, and for the winding up of its affairs, either by petition to the Court of Chancery, or by exercise of the powers of the deed of settlement, or by such other lawful course as they may think most fit. XIV. In cases where a certificate of registration with limited liability has been obtained, when one auditor only shall have been appointed under the thirty-eighth section of the Act of the eighth of Victoria, chapter one hundred and ten, that single auditor, and when two or more such auditors shall have been so appointed then one of such auditors, shall be subject to the approval of the Board of Trade, and such board in case the auditor submitted to them for approval shall for any reason appear unfit or objectionable shall appoint another in his place. XV. Every pecuniary penalty imposed in pursuance of this Act shall be deemed a debt due to the Crown, and shall be recoverable accordingly. XVI. This Act shall, so far as is consistent with the contents and subject matter thereof, be taken as part of and construed with the said Act of the eighth year of her present Majesty, chapter one hundred and ten, and the Act of the eleventh year of her Majesty, chapter seventy-eight, all the provisions of the said Acts, save in so far as they are varied by this Act, shall apply to persons and companies applying for or obtaining a certificate of complete registration with limited liability. XVII. The provisions of the Act of the eighth year of her present Majesty, chapter one hundred and eleven, and of the Joint Stock Companies Winding-up Act, 1848, aud of the Joint Stock Companies Winding-up Amendment Act, 1849, shall apply to persons and companies obtaining a certificate of complete registration with limited liability, subject only to such variations as may be occasioned by the provisions of this Act. XVIII. This Act shall not apply to Scotland. XIX. This Act may be cited for all purposes as "The Limited Liability Act, 1855." CAP. CXXXIV. An Act to make further Provision for the more speedy and efficient Despatch of Business in the High Court of Chancery, and to vest in the Lord Chancellor the Ground and Buildings of the said Court situate in Southampton Buildings, Chancery Lane, with powers of leasing and Sale thereof. [14th August, 1855.] END OF THE STATUTES. BAR, Calls, Nov. 9, 1854, 2. MISCELLANEOUS INDEX.}| Jan. 18, 1855, 55. Resolutions by the Munster, 146. BILLS, Introduced into Parliament, 110, 114, 122, 130, 139, 146, CIRCUITS, 28, 204. CORRESPONDENCE, With respect to the Laws relating to Pews in Churches, 10. On Speculative Actions, 158. EDITORIAL ARTICLES, Introductory, 1. On Legal Reporting, 5. On Leasing Powers, 9. On Reform in the System of Legal Reporting, 13. On the New English Practice of New Trials, 17. On the Abuse of Jury Trial in Civil Actions, and its Re- On New Trials in Criminal Cases, 25. On Alterations of the Practice of Nisi Prius, 41. On the Present Mode of Ascertaining the State of Fo- On the Formation of an Irish Law Amendment Society, 57. On the Action of Replevin, as affected by 16 & 17 Vic., c. | On the Necessity of allowing more Time for holding the Whether the Judgment in Ejectment since the Common On Reform in the Appellate Jurisdiction in Equity, 81. On Reform in the Construction of Acts of Parliament, 97. On the same Subject, 113. On the Abolition of Stamp Duties on Newspapers, 121. On the Construction of 16 & 17 Vic., c. 113, s. 243, 145. EDITORIAL ARTICLES (Continued) On the New System of Pleading in Ejectment, 165. On the Report of the Incumbered Estates Inquiry Com- On the Right of the Court on Demurrer, since the recent On the Protection of Officers of the Law from vexatious On the Necessity for the General Rules to insure Unifor- On the Law of Erasures in Deeds and Wills, 205. On the Legal Measures of the Session of Parliament, 229. On the Selection of Candidates for the Civil Service, 245. On the Improvement of the Law of Evidence, 261. ** INCORPORATED LAW SOCIETY, Report for Year 1854, 35. INCUMBERED ESTATES COURT, 54. Inquiry Commission Report, 176, 182, 190, 197, 206, 213 REVIEWS, "Ireland's Recovery," by John Locke, Esq., 15. The Practice of the High Court of Chancery in Summary The Amendment of the Bankrupt Laws, 65. SOCIETY FOR PROMOTION OF AMENDMENT OF A Paper on Partnership under the principle of Limited STATUTES Of Session (17 & 18 Vic.) relating to Ireland, 3, 6, 11, 18, THE IRISH JURIST. VOL. VII.-REPORTS. CONTAINING REPORTS OF CASES DECIDED IN THE SEVERAL COURTS OF EQUITY, COMMON LAW, With an Inder OF THE NAMES OF CASES REPORTED IN THE JURIST FOR THE YEAR 1854-1855. DUBLIN : EDWARD J. MILLIKEN, 15 COLLEGE GREEN. 1855. |