The Companies Act is divided into nine parts, relating to the constitution and incorporation of companies and associations-to the distribution of the capital and liability of members of companiesto the management and administration of companies and associations and the winding-up of the same-to the Registration Officeto the application of the act to companies registered under former joint companies acts-to companies authorized to be registered under the new act, and the application of the act to unregistered companies. The act commenced November 2, 1862, from which date, with exceptions, former acts are repealed. But by s. 206, no repeal enacted is to affect anything duly done under the acts repealed-the incorporation of any company registered-any right or privilege acquired or liability incurred-or any penalty, forfeiture, or other punishment incurred under repealed acts. By ss. 207 and 208, there is a saving for proceedings under winding-up acts, and of any conveyance, mortgage, or other deed made in pursuance of repealed acts.

Under this statute insurance and all other companies are included. Petitions to wind up companies must be presented to the court of Chancery, and may by that court be referred to the court of Bankruptcy. And seven or more persons associated for any lawful purpose, may, by subscribing their names to a memorandum of association, form an incorporated company, with or without limited liability. An annual list of members of a company is to be forwarded to the registrar of joint-stock companies, and the same is to be open to inspection. Power given as to the apprehension and examination of persons suspected of having property in their possession belonging to a company. Provisions framed to protect the public from adventurers getting up companies, and to reach delinquent directors, and prevent their flight. The court may at any time, before or after it has made an order for winding-up a company, upon proof that there is probable cause for believing that any contributor is about to quit the United Kingdom, or otherwise to abscond, or to remove or conceal his goods, for the purpose of evading payment of calls, or for avoiding examination in respect of the affairs of the company, cause such contributor to be arrested, and his books, papers, moneys, securities for moneys, goods and chattels, to be seized, and him and them to be safely kept until such time as the court may order. The court has likewise power to assess damages against delinquent directors and other officers for any breach of trust, or misapplication of the funds; and, notwithstanding the offence is one for which the offender is criminally liable, he may be ordered to pay a sum towards the assets of the company by way of compensation for his misconduct. For a falsification of books or of accounts, an imprisonment of two years with hard labour is provided.

This elaborate statute, with its schedules of fees payable on registration, and the getting up and management of companies,

occupies twenty-five pages of the statutes at large, and constitutes a complete legal guide to this division of commercial law.

The 27 V. c. 19, enables joint-stock companies carrying on business in foreign countries to have an official seal to be used in such countries. Any company under the Companies Act may have an official seal, such seal being a fac-simile as nearly as possible of the common seal of the company, except that on the face must be inscribed the name of every place for which it is to be used. Agents may be empowered to affix the seal abroad to any deed or contract. Person affixing seal to document to certify the date when so affixed. Companies not to exercise powers under this act, unless authorized by their articles of association.

V. TRANSFER OF SHARES IN JOINT-STOCK BANKING COMPANIES.

By 30 V. c. 29, it is declared expedient to make provision for the prevention of contracts for the sale and purchase of shares and stock in joint-stock banking companies, of which the sellers are not possessed, or over which they have no control.

Section 1 enacts that all contracts, agreements, and tokens of sale and purchase which shall, from and after the first day of July, 1867, be made or entered into for the sale or transfer, or purporting to be for the sale or transfer, of any share or shares, or of any stock or other interest, in any joint-stock banking company in the United Kingdom of Great Britain and Ireland constituted under or regulated by the provision of any Act of Parliament, Royal Charter, or Letters Patent, issuing shares or stock transferable by any deed or written instrument, shall be null and void to all intents and purposes whatsoever, unless such contract, agreement, or other token shall set forth and designate in writing such shares, stock, or interest by the respective numbers by which the same are distinguished at the making of such contract, agreement, or token on the register or books of such banking company, as aforesaid; or where there is no such register of shares or stock by distinguishing numbers, then unless such contract, agreement, or other token shall set forth the person or persons in whose name or names such shares, stock, or interest shall at the time of making such contract stand as the registered proprietor thereof in the books of such banking company and every person, whether principal, broker, or agent, who shall wilfully insert in any such contract, agreement, or other token any false entry of such numbers, or any name or names other than that of the person or persons in whose name such shares, stock, or interest shall stand, as aforesaid, shall be guilty of a misdemeanor, and be punished accordingly, and, if in Scotland, shall be guilty of an offence punishable by fine or imprisonment.

By s. 2, joint-stock banking companies are bound to show

their list of shareholders to any registered shareholder during business hours, from ten of the clock to four of the clock.

The Act does not extend to shares or stock in the Bank of England or the Bank of Ireland.

VI. JOINT-STOCK COMPANIES ACTS.

These Acts were amended by 30 & 31 V. c. 131, and the Act of 1867 is to be construed as one with the principal Act of 1862. By s. 5 of that Act, the following modifications are to be made in the 38th section of the principal Act, with respect to the contributions to be required in the event of the winding-up of a limited company under the principal Act, from any director or manager whose liability is, in pursuance of this Act, unlimited :

1. Subject to the provisions hereinafter contained, any such director or manager, whether past or present, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to contribute as if he were at the date of the commencement of such winding-up a member of an unlimited company;

2. No contribution required from any past director or manager who has ceased to hold such office for a period of one year or upwards prior to the commencement of the winding-up shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company;

3. No contribution required from any past director or manager in respect to any debt or liability of the company contracted after the time at which he ceased to hold such office shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company;

4. Subject to the provisions contained in the regulations of the company, no contribution required from any director or manager shall exceed the amount (if any) which he is liable to contribute as an ordinary member, unless the court deems it necessary to require such contribution in order to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of winding-up.

By s. 6, in the event of the winding-up of any limited company, the court, if it think fit, may make to any director or manager of such company whose liability is unlimited the same allowance by way of set-off as under the 101st section of the principal Act it may make to a contributory where the company is not limited.

S. 9. Any company limited by shares may, by special resolution, so far modify the conditions contained in its memorandum of association, if authorized so to do by its regulations as originally framed or as altered by special resolution, as to reduce its capital; but no such resolution for reducing the capital of any company shall come into operation until an order of the court is registered by the Registrar of Joint-stock Companies.

CHAPTER VII.

Partners.

PARTNERSHIPS are mercantile associations, in which two or more persons agree to share equally, or in any other proportion, the profit and loss in any trade, bargain, or speculation. The object of the partnership agreement may be anything that is lawful; since any agreement for an unlawful object is void. To constitute a valid partnership, and to make a person liable as a partner, there must be an agreement between him and his colleagues to share in all risk of profit and loss; or he must have permitted them to use his credit, and to hold him out as jointly liable with themselves. In general all the partners appear ostensibly to the world, constituting what is called the house or firm; but moneyed men sometimes embark considerable sums in trade without taking any part in the management of the business or suffering their names to appear: such persons are called dormant or sleeping partners.

Though an agreement to share profit and loss is essential to constitute partnership, yet, if one take a moiety of the profits without limit he shall, by operation of the law, be made liable to losses, 2 H. B. 247.

A number of persons agreeing to subscribe sums of money for the purpose of obtaining a bill in parliament to make a canal or railway are partners in the undertaking; and, therefore, a subscriber who acted as their surveyor could not maintain an action for work done by him in that character, on account of the partnership, against all or any of the other subscribers, 1 B. & C. 74.

If there is no express stipulation as to the management of partnership property, the majority must decide as to the disposition and management of partnership concerns.

Each partner is not only entitled to his proportion of the partnership estate, according to express agreement, or what he originally contributed, but he has a lien upon it for any sum of money advanced by him to, or owing to him from, the partnership.

A written agreement is not necessary to constitute a partnership. The acts of the parties, where there is no partnership contract in writing, are the evidence of the contract.

II. LIABILITIES OF PARTNERS.

In partnerships, the individual partners are liable for the debts of the joint trade without limitation, unless when incorporated; and then the members are liable for their respective shares; or,

according to 1 V. c. 73, in such other degree as the charter of incorporation may prescribe.

In general, it may be stated that the acts of one partner, in the way of sale, purchase, promise, or agreement, when performed without collusion, and in violation of no public law, and in course of the partnership business, are binding on the whole firm. And this responsibility of partners for the acts of each other in the course of trade cannot be limited by any agreement, covenant, or promise in the articles by which the partnership is constituted.

This principle is, however, subject to some qualification. If one partner can show a disclaimer, he will be relieved from responsibility. Or, if there be any particular speculation which he disapproves of, by giving distinct notice to those with whom his partners are about to contract, that he will not, in any manner, be concerned in it, they cannot have any claim upon him, as proof of the notice would rebut his prima facie liability. Neither is there any joint liability for the debt of one partner, unless contracted in the course of the partnership business. So, if the partnership effects are taken and sold on an execution against one partner only, the sheriff is to pay over to the other partners a share of the produce proportioned to their shares in the partnership effects.

Though a small share in the business renders the shareholder a general partner, and subjects him to the same responsibility as if he held a more considerable share, yet a share in a ship, the copyright of a book, or other specific object, does not constitute a general partnership; and, therefore, the responsibility is limited to that particular object.

But the mercantile principle that any share of profit in a firm makes individual partners liable for all the debts of a joint trade, unless when incorporated, has been qualified or opened by an act of 1865, the 28 & 29 V. c. 86. By s. 1, "the advance of money by way of loan to a person engaged or about to engage in any trade or undertaking upon a contract in writing with such person that the lender shall receive a rate of interest varying with the profits, or shall receive a share of the profits arising from carrying on such trade or undertaking, shall not of itself constitute the lender a partner with the person or the persons carrying on such trade or undertaking, or render him responsible as such." Neither, by s. 2, does any contract for the remuneration of a servant or agent of a person engaged in any trade or undertaking by a share of the profits, of itself render such servant or agent responsible as a partner therein, nor give him the rights of a partner. The widow or child of a deceased partner receiving by way of annuity a share of the profits is not thereby made a partner, subject to the liabilities of partnership, s. 3. Nor does the receipt of a portion of the profits by annuity or otherwise in consideration of the goodwill of a business subject to the liabilities of partnership. By s. 5, in the event of a trader being adjudged a bankrupt,