shall enter a memorial thereof in a book to be called the "Register Sect. 15. of Transfers,” and shall endorse 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 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; 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 share, after Transfer any call shall have been made in respect thereof, until he shall have not to be paid such call, nor until he shall have paid all calls for the time calls paid. being due on every share held by him.

made until

transfer

17. It shall be lawful for the directors to close the register of Closing of transfers for the prescribed period, or if no period be prescribed, books. 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.

transfer to be authen

ticated by a

declaration.

18. If the interest of any share have become transmitted in Transmisconsequence of the death or bankruptcy or insolvency of any share- sion of shares by holder, or in consequence of the marriage of a female shareholder, other means or by any other lawful means than by a transfer according to the than provisions of this or the 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 transmission in the register of shareholders; and for every such entry the company may demand any sum not exceeding the prescribed amount, and where no amount shall 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 undertaking, nor to vote in respect of any such share as the holder thereof.

Sect. 19.

Proof of transmission by marriage, will, &c.

Company not bound to regard trusts.

Subscriptions to be paid when called for.

Power to

19. If such transmission be by virtue of the marriage of a female shareholder, the said declaration shall contain a copy of the register of such marriage, or other particulars of the celebration thereof, and shall declare the identity of the wife with the holder of such share; and if such 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.

20. The company shall not be bound to see to the execution of any trust, whether express, implied, or constructive, to which any of the said shares may be subject; and the receipt of the party in whose name any such share 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 the parties named in the register of shareholders, shall from time to time be a sufficient discharge to the company for any dividend or other sum of money payable in respect of such share, notwithstanding any trusts to which such 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.

And with respect to the payment of subscriptions and the means of enforcing the payment of calls, be it enacted as follows:

21. The several persons who have subscribed any money towards the undertaking, or their legal representatives, 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 time to make make calls. 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 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.

Interest to be paid to calls unpaid.

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.

of sub

24. It shall be lawful [for the company, if they think fit, to Sect. 24. receive from any of the shareholders willing to advance the same, Power to all or any part of the moneys due upon their respective shares, allow inbeyond the sums actually called for; and upon the principal moneys terest on so paid in advance, or so much thereof as from time to time shall payment exceed the amount of the calls then made upon the shares in scriptions respect of which such advance shall be made, the company may before call. 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.

of

calls by action.

25. If at the time appointed by the company for the payment Enforceany call any shareholder fail to pay the amount of such call, ment of 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 recover the same, with lawful interest, from the day on which such call was payable.

There may be some question as to what should now be considered as the "rate allowed by law or as the "legal rate" of interest, any rate being lawful since the repeal by the Act of 1854 (17 & 18 Vict. c. 90) of the usury laws. Probably it would either be five per cent. per annum on the ground that that was the rate intended when the Act passed, or four per cent. on the ground that the law fixes that as the rate of interest which judgments under 1 & 2 Vict. c. 110, s. 17, carry until satisfied. All questions may be easily set at rest by providing in the order what should be the rate of interest.

calls.

26. In any action or suit to be brought by the company against Declaration any shareholder to recover any money due for any call it shall not in action for 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 the company by virtue of this and the special Act.

The material facts to be proved in order to establish a prima facie case in such an action are, that the calls sued for were made, that the defendant was then a shareholder, that the time for payment has elapsed, that the defendant has had due notice of the call and has not paid (see the next section). By Order XIX., r. 14, it now is unnecessary to state in the pleading that the time has elapsed or that due notice was given, averments of the performance of such conditions precedent being under that rule to be implied in the first instance. Consequently the above enactment does not conflict with the present system of pleading, and its provisions, matatis matandis, apply to statements of claim in such actions.

action for calls.

27. On the trial or hearing of such action or suit it shall be Matter to be sufficient to prove that the defendant at the time of making such proved in call was a holder of one share or more in the undertaking, and that such call was in fact made, and such notice thereof given as is directed by this or the special Act; and it shall not be necessary to prove the appointment of the directors who made such call, nor any other

Sect. 27. matter whatsoever; and thereupon the company shall be entitled to recover what shall be due upon such call, with interest thereon, unless it shall appear either that any such call exceeds the prescribed amount, or that due notice of such call was not given, or that the prescribed interval between two successive calls had not elapsed, or that calls amounting to more than the sum prescribed for the total amount of calls in one year had been made within that period.

Proof of

28. The production of the register of shareholders shall be primâ proprietor- facie evidence of such defendant being a shareholder, and of the number and amount of his shares.

ship.

Forfeiture of shares

for nonpayment of calls.

Notice of forfeiture to be given before declaration thereof.

Forfeiture

to be con

firmed by a general meeting.

And with respect to the forfeiture of shares for non-payment of calls, be it enacted as follows:

29. If any shareholder fail to pay any call payable by him, together with the interest, if any, that shall have accrued thereon, the directors, at any time after the expiration of two months from the day appointed for payment of such call, may declare the share in respect of which such call was payable forfeited, and that whether the company have sued for the amount of such call or not.

The Companies Clauses Act, 1863, contains provisions with regard to the cancellation of forfeited shares, which may also be incorporated in an order under the Light Railways Act. See sections 3-11 of the Companies' Clauses Act, 1863, post, pp. 232-234. The company may at the same time bring or continue an action brought for calls due and exercise the above power of forfeiture. Great Northern Railway Company v. Kennedy, 4 Ex. 417. See further as to sale of forfeited shares, sections 30-35, infra.

30. Before declaring any share forfeited the directors shall cause notice of such intention to be left at or transmitted by the post to the usual or last place of abode of the person appearing by the register of shareholders to be the proprietor of such share; and if the holder of any such share be abroad, or if his usual or last place of abode be not known to the directors, by reason of its being imperfectly described, in the shareholders address book, or otherwise, or if the interest in any such share shall be known by the directors to have become transmitted otherwise than by transfer, as hereinbefore mentioned, but a declaration of such transmission shall not have been registered as aforesaid, and so the address of the parties to whom the same may have been transmitted, or may for the time being belong, shall not be known to the directors, the directors shall give public notice of such intention in the London or Dublin Gazette, according as the company's principal place of business shall be situate in England or Ireland, and also in some newspaper, as after mentioned; and the several notices aforesaid shall be given twenty-one days at least before the directors shall make such declaration of forfeiture.

31. The said declaration of forfeiture shall not take effect so as to authorise the sale or other disposition of any share until such declaration have been confirmed at some general meeting of the company to be held after the expiration of two months at the least from the day on which such notice of intention to make such

declaration of forfeiture shall have been given; and it shall be Sect. 31. lawful for the company to confirm such forfeiture at any such meeting, and by an order at such meeting, or at any subsequent general meeting, to direct the share so forfeited to be sold or otherwise disposed of.

32. After such confirmation as aforesaid it shall be lawful for the Sale of forfeited

directors to sell the forfeited share, either by public auction or shares. private contract, and if there be more than one such forfeited share, then either separately or together, as to them shall seem fit: and any shareholder may purchase any forfeited share so sold.

to forfeiture of shares.

33. A declaration in writing, by some credible person not Evidence as interested in the matter, made before any justice, or before any master or master extraordinary of the High Court of Chancery, that the call in respect of a share was made, and notice thereof given, and that default in payment of the call was made, and that the forfeiture of the share was declared and confirmed in manner herein before required, shall be sufficient evidence of the facts therein stated; and such declaration, and the receipt of the treasurer of the company for the price of such share, shall constitute a good title to such share; and a certificate of proprietorship shall be delivered to such purchaser, and thereupon he shall be deemed the holder of such share, discharged from all calls due prior to such purchase: and he shall not be bound to see to the application of the purchase money, nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale.

shares to be

calls.

34. The company shall not sell or transfer more of the shares of No more any such defaulter than will be sufficient, as nearly as can be ascer- sold than tained at the time of such sale, to pay the arrears then due from sufficient for such defaulter on account of any calls, together with interest, and payment of the expenses attending such sale and declaration of forfeiture and if the money produced by the sale of any such forfeited shares be more than sufficient to pay all arrears of calls and interest thereon due at the time of such sale, and the expenses attending the declaration of forfeiture and sale thereof, the surplus shall, on demand, be paid to the defaulter.

of calls

35. If payment of such arrears of calls and interest and expenses On payment be made before any share so forfeited and vested in the company before sale shall have been sold, such share shall revert to the party to whom the forfeited the same belonged before such forfeiture, in such manner as if such shares to calls had been duly paid.

If the shares are forfeited under the above sections, and are not sold, the shareholder is entitled to be credited with the market price of the shares. Stubbs v. Lister, 1 Y. & C. 81.

And with respect to the remedies of creditors of the company against the shareholders, be it enacted as follows:

revert.

shareholders

36. If any execution, either at law or in equity, shall have been Execution issued against the property or effects of the company, and if there against cannot be found sufficient whereon to levy such execution, then such to the extent execution may be issued against any of the shareholders to the of their