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AUG. 25, 1855.]
Postponed Bills of the Session, 1855.
however, that this argument will not prevail. | Estates Bill,-relating to a large part of the Our public writers will contend that inno- property of the Church. cent men are not to be kept in custody, nor guilty men escape their early punishment, for the sake of accumulating a sufficient quantum of business to exercise the forensic talent of the rising barrister.
The consequence will be, that the provincial Attorneys must be allowed to appear as Advocates at the Sessions. The old rule, we understand, was, that the Attorneys had audience at the Sessions, if there were not so many as four counsel in attendance; and this regulation must be restored if the increased number of Sessions should have the effect of preventing a sufficient attendance of counsel.
The Law of Marriage Bill may be classed next, whereby it was proposed to alter the prohibition relating to Marriages between Widowers and their deceased Wives' Sisters and Nieces; and the Dissenters' Marriages Bill for removing some restrictive forms of notice, which are deemed inconvenient and objectionable.
It was also proposed to alter the Law regarding the Formation of Parishes, and which, if passed, would somewhat affect the present extent of church patronage.
VII. The Public Health.
In this department, of what may be
The Public Prosecutors' Bill must under- called Domestic Government, under the go several alterations before it can properly control especially of the Home Secretary, be allowed to pass. Supposing it to be much yet remains to be done for the benefit conceded that a Public Prosecutor is desir- and well-being of this vast metropolis. able, the other official appointments pro- Several Acts have been passed in recent posed by the Bill should be materially Sessions, but it seems that much yet realtered. Deputy Prosecutors in different mains to be done to secure the public health parts of the country may be necessary; but without unduly encroaching on the rights a band of district agents can scarcely be of private property. The Metropolitan tolerated for the purpose of superseding the employment of Attorneys, and preventing the parties who have been robbed, or the accused, from selecting the legal advisers in whom they have confidence.
With respect to Grand Juries and Justices of the Peace, the Bills for effecting the objects proposed by their several promoters, require great consideration before they are allowed to pass.
Local Management Act and the Buildings' Act it is expected will effect much good, aud it is trusted that in the next Session the proposed sanatory measures will be completed.
The great length of time which Parliament devoted to the consideration of the various plans of Education for the poorer classes at the expense of the State, have not V. The Law of Parliament. resulted in any useful measure at present. The proposed Acts in this department Perhaps this branch of legislation does not were,-1st. The Acts of Parliament amend- in strictness belong to the Profession, yet, ing Bill, enacting at once some of the whenever the proposed new Law shall be recommendations which are under the con- passed, it will become the duty of the lawyer sideration of the Criminal Law Commis- to carry it into practical effect, by enforcing sioners. 2nd. The abolition of the rule by the provisions that may be enacted. which Members accepting office under the Crown thereby vacate their seats and are obliged to be re-elected by their constituents or seek another seat. And 3rd. The Abolition of the Oath of Abjuration, which concluding with the words "on the true faith of a Christian," precludes the Jews from sitting in Parliament.
IX. The Medical Profession.
We ought not to pass unnoticed the delay which has taken place in considering the Bill for amending the Laws relating to the Medical Profession. We are not aware that the Bill which was introduced last Session, met with the general approbation of different sections of the Medical Profession; but it is evident that considerable dissatisfaction prevails on the present state of the Law and some improvements are urgently demanded.
VI. The Church and Parochial Law. The most important of these postponed Bills is that relating to Church Rates, on which so many thousands have been expended in litigation, and which has occasioned so much ill-feeling amongst the Dissenters from the Church of England.. Then came the Episcopal and Capitular lidation and amendment of the Law of
X. The Laws of Scotland and Ireland.
316 Notices of Motions for next Session of Parliament.—New Statutes. [LEGAL OBSERVER,
Bankruptcy, and in Ireland for the improvement of the Court of Chancery, and of the Law of Landlord and Tenant,-all of which stand over to another Session.
NOTICES OF MOTIONS
NEXT SESSION OF PARLIAMENT.
THE Marquis of Blandford-Episcopal and Capitular Estates.-Bill to make better provision for the management of Episcopal and Capitular Estates.
The Marquis of Blandford.-Formation, &c., of Parishes.-Bill to make better provision for the Formation and Endowment of separate and distinct parishes.
Sir James East.-- Bill for remedy against the Hundred, in the case of the breaking of windows by a riotous and tumultuous assemblage of persons.
Mr. Ewart.-Bill to extend to certain Scottish Boroughs, now administered on a principle of self election, the privileges of the Scottish Municipal Reform Act.
Mr. Heywood.-Marriage Law Amendment. Bill to amend the Law of Marriage, so far as relates to certain marriages of collateral affinity.
Mr. Knight.-Select Committee to inquire into the circumstances of the informations, suits, and other matters carried on against the Trustees of Charities by the solicitors of the Attorney-General, or by other parties.
Mr. Malins.-Bill to enable Married Women to dispose of Reversionary Interests and Personal Estate.
Mr. Malins.-Bill to abolish all distinctions between Specialty and Simple Contract Debts. Mr. Murrough.- Bill to abolish the Property Qualification of Members of Parliament.
Mr. Napier.-Administrative Reform.--That it is the opinion of this House, that in any measure of Administrative Reform, provision should be made for a responsible department of public justice, with a view to secure the skilful preparation and proper structure of Parliamentary Bills, and promote the progressive improvement of the law.
Mr. John George Phillimore.-Registration of Charges on Land.-Bill for the Registration of Charges on Land throughout England.
Mr. Robert Phillimore.-Bill for the further reform of the Ecclesiastical Courts in England and Wales.
NEW STATUTES EFFECTING ALTE-
THE Acts relating to the Law of the present
Purchasers' Protection, 18 Vict. c. 15,-p. 5.
Newspaper Stamp Duties, c. 27,—p. 137. Sewers (House Drainage), c. 30,-p. 139. House of Commons' Proceedings, c. 33,p. 139.
Income Tax, c. 20,-p. 197.
Stannary Courts' Jurisdiction, c. 32, pp. 214, 236.
Administration of Oaths Abroad, 18 & 19 Vict. c. 42,-p. 175.
Ecclesiastical Courts (Defamation Suits Abolition), c. 41,—p. 176.
Common Law Pleadings, c. 26,-p. 176.
Cinque Ports, c. 48,—p. 258.
Commons Inclosure (No. 2), c. 61, p. 275. Incumbered Estates Acts (Ireland) Continuance, c. 73,-p. 276.
Places of Religious Worship Registration, c. 81,-p. 276.
Friendly Societies, c. 63,-p. 296, 319.
Mode of obtaining limited liability by future companies; s. 1.
Mode of obtaining limited liability by companies now or hereafter registered; s. 2.
Mode of obtaining limited liability by existing companies constituted under private Acts of Parliament; s. 3.
Regulations to be observed on complete registration with limited liability; s. 4. Penalties to be inflicted for non-observance of such regulations; s. 5.
Every increase in the nominal capital to be registered under a penalty; s. 6.
Members of certificated companies to be free from personal liability; s. 7. Effect of execution against company; s. 8.
If dividends be made and corporation insolvent, each director consenting thereto liable; s. 9.
Notes of shareholders not receivable in payment of calls; liability of each officer consenting to a loan to shareholders; s. 10.
Rights of creditors of existing companies preserved; s. 11.
Change in the name of a company under the Act not to affect the rights of the company or other parties; s. 12.
when three-fourths of the capital lost; s. 13. Companies to be dissolved and wound up Auditors to be appointed subject to approval of Board of Trade; s. 14.
Recovery of penalties; s. 15.
Act to be taken as part of 7 & 8 Vict. c. 110; s. 16.
Provisions of 7 & 8 Vict. c. 111, 11 & 12
AUG. 25, 1855.]
New Statutes effecting Alterations in the Law.
Vict. c. 45, and 12 & 13 Vict. c. 108, to
Act not to apply to Scotland; s. 18.
The following are the Title and Sections of the Act:
An Act for limiting the Liability of Members
Whereas it is expedient to enable members of joint-stock companies to limit the liability for the debts and engagements of such companies to which they are now subject: Be it therefore enacted, as follows:
1. Any joint-stock company to be formed under the Act of the 8 Vict. c. 110 (other than an assurance company), with a capital to be divided into shares of a nominal value not less than 10%. each, may obtain a certificate of complete registration with limited liability upon complying with the conditions following, in addition to doing all other matters and things now required in order to obtain a certificate of complete registration; that is to say, (1.) The promoters shall state on their returns to the office for provisional registration that such company is proposed to be formed with limited liability: (2.) The word "limited" shall be the last word of the name of the company: (3.) The deed of settlement shall contain a statement to the effect that the company is formed with limited liability: (4.) The deed of settlement shall be executed by shareholders, not less than 25 in number, holding shares to the amount in the aggregate of at least-three-fourths of the nominal capital of the company, and there shall have been paid up by each of such shareholders on account of his shares not less than 20l. per centum:
(5.) The payment of the above per-centage shall be acknowledged in or endorsed on the deed of settlement, and the fact of the same having been bond fide so paid shall be verified by a declaration of the promoters, or any two of them, made in pursuance of the Act made in the 6 Wm. 4, c. 62:
And upon such conditions being complied with, and such other matters and things done, the registrar of joint-stock companies shall grant a certificate of complete registration with limited liability to such company.
2. Any joint-stock company, except as aforesaid, now or hereafter completely registered under the said Act of the 8 Vict., may obtain a certificate of complete registration with limited liability, in manner and subject to the condition following; that is to say,
The directors of such company may, with
that purpose, make such alteration in the name, nominal value of shares, and deeds of settlement of the company as may be necessary for enabling it to comply with the conditions herein before-mentioned with respect to joint-stock companies seeking to obtain certificates of complete registration with limited liability; and upon compliance with such conditions the registrar, after the affairs of the company shall at the expense of the company have been audited by some person appointed by the Board of Trade, and on certificate from the said Board that the complete solvency thereof has been established on such audit to its satisfaction, shall grant to such company, by its new name, a certificate of complete registration with limited liability, and thereupon all privileges and obligations hereby attached to companies with limited liability, their shareholders, directors, and officers, shall attach to the company named in such certificate, its shareholders, directors, and officers.
3. Any joint-stock company, except as aforesaid, constituted under any private Act of Parliament, whereof it shall be proved to the satisfaction of the Board of Trade, after the affairs of the company shall, at the expense of the company, have been audited by some person appointed by the Board of Trade, that the said company is perfectly solvent, and that not less than 20 per centum of three-fourths of the nominal capital of such company has been paid up, may obtain a certificate of complete registration with limited liability, in manner and subject to the condition following; that is to say,
The directors of such company may, with the consent of at least three-fourths in number and value of its shareholders who may be present, personally or by proxy, at any general meeting summoned for that purpose, make such alteration in the name and nominal value of shares as may be necessary for enabling it to comply with the condition in that behalf here:nbefore mentioned with respect to jointstock companies seeking to obtain certificates of complete registration with limited liability; and upon compliance with such condition the registrar, on receipt of a certificate of the solvency of the company, and of the payment of capital as before mentioned, shall grant to such company, by its new name, a certificate of complete registration with limited liability; and thereupon all privileges and obligations hereby attached to companies with limited liability, their shareholders, directors, and officers, shall attach to the company named in such certificate, its shareholders, directors, and officers.
4. Every company that has obtained a certificate of complete registration with limited liability shall paint or affix, and shall keep
painted or affixed, its name on the outside of registration with limited liability, after such every office or place in which the business of certificate is granted, notwithstanding the prothe company is carried on, in a conspicuous visions contained in the said Act of the 8 position, in letters easily legible, and shall Vict., shall not be liable, under any judgment, have its name engraven in legible characters decree, or order which shall be obtained against on its seal, and shall have its name mentioned such company, or for any debt or engagement in legible characters in all notices, advertise- of such company, further or otherwise than is ments, and other official publications of such hereinafter provided. company, and in all bills of exchange, promissory notes, cheques, orders for money, bills of parcels, invoices, receipts, letters, and other writings used in the transaction of the business of the company.
8. 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,
5. If such company do not paint or affix, and keep painted or affixed, its name, in the manner aforesaid, each of the directors thereof shall be liable to a penalty not exceeding 57. for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed; and if any director or other officer of the company, or any person on its behalf, use any seal purporting to be a sequestration, or other process a greater sum seal of the company whereon its name is not so engraven as aforesaid, or issue or authorise 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, letter, 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 50%., 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.
6. No increase to be made in the nominal capital of any company that has obtained a certificate of complete registration with limited liability shall be advertised or otherwise treated as part of the capital of such company, until it has been registered with the registrar of jointstock companies; and no such registration shall be made unless a deed is produced to the registrar, executed by shareholders holding shares of the nominal value of not less than 10l. to the amount in the aggregate of at least threefourths of the proposed increased capital of the company, nor unless it is proved to the registrar, by such acknowledgment and declaration as hereinafter mentioned, that upon each of such shares there has been paid up by the holder thereof an amount of not less than 201. per centum; and if any such increase of capital as aforesaid 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 50%.; 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 Act 6 Wm. 4, c. 62.
7. The members of a joint-stock company which has so obtained a certificate of complete
than shall be equal to the portion of his shares not paid up: Provided always, that no such execution shall issue against any shareholder except upon an order of the Court, or of a Judge of the Court, in which the action, suit, or other proceeding shall have been brought or instituted, and such Court or Judge may order execution to issue accordingly, with the reasonable costs 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.
9. If the directors of any such company shall declare and pay any dividend when the company is known by them to be insolvent, or any dividend the payment of which would to their knowledge render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in office; provided that the amount for which they shall all be so liable shall not exceed the amount of such dividend, and that if any of the directors shall be absent at 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.
10. No note or obligation given by any shareholder to the company where of 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 money 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 con
AUG. 25, 1855.]
New Statutes effecting Alterations in the Law.
tracted before the repayment of the sum so pursuance of this Act shall be deemed a debt lent. due to the Crown, and shall be recoverable accordingly.
11. Where any company completely registered under the said Act of the 8 Vict., 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.
12. 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 proceedings pending at the time when such alteration is made.
16. 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 8 Vict. c. 110, and the Act of the 11 Vict. c. 78, and 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.
17. The provisions of the Act of the S Vict. c. 111, and of the Joint-Stock Companies' Winding-up Act, 1848, and 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.
25. Before any friendly society shall be established under this Act, the persons intending to establish the same shall agree upon and frame a set of rules for the regulation, government, and management of such society; and in such rules they may, amongst other things, 13. In the case of any company which has make provision for appointing a general comobtained a certificate of limited liability, when-mittee of management of such society, and deever, on taking the yearly accounts of such legating to such committee all or any of the company, or by any report of the auditors powers given by this Act to the members of thereof, it appears that three-fourths of the friendly societies formed or established under subscribed capital stock of the company has or by virtue of the same; and such rules shall
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.
14. In cases where a certificate of registration with limited liability has been obtained, when one auditor only shall have been appointed under the 38th section of the Act of the S Vict. c. 110, 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.
15. Every pecuniary penalty imposed in
1. The name of the society and place of
3. The manner of making, altering, amend-
4. A provision for the appointment and removal of a general committee of management, of a trustee or trustees, treasurer, and other officers:
5. A provision for the investment of the funds, and for an annual or periodical audit of accounts:
6. The manner in which disputes between the society and any of its members, or any person claiming by or through any member, or under the rules, shall be settled: And the rules of every such society shall provide that all moneys received or paid on account