his hand, that the company is incorporated; and in the case of a "limited" company, that it is "limited” (g); and thereupon the members become a body corporate by the name contained in the memorandum of association, capable of exercising all the functions of an incorporated company, and having perpetual succession and a common seal (h), with power to hold lands (i); and also with power to each member to transfer his interest without consent of the rest (k); and the certificate of incorporation is made conclusive evidence that the requisitions as to registration have been duly complied with (7). The business of the company is managed by Directors, who are appointed by its members (m). Though the company is a body corporate, and has therefore a corporate liability, viz. that of its capital or joint stock (n), yet the Act

(g) As the general rule, the word "limited" must be used by any company registering itself as one with limited liability, in all its proceedings and advertisements, as the last word in its name. An exception, however, is made by 30 & 31 Vict. c. 131, s. 23, in favour of any company formed to promote commerce, art, science, religion, or any other useful object," and not for individual gain, and licensed by the Board of Trade to be registered with limited liability, without the addition of the word limited to its name.

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(h) See 27 & 28 Vict. c. 19, as to the seals of joint stock companies carrying on business in foreign countries.

(i) 25 & 26 Vict. c. 89, s. 18. But no company, formed for the purpose of promoting art, science, religion, charity, or any other like object, (not involving the acquisition of gain by the company, or by the individual members thereof,) shall,

establishes an individual liability also in its members (o). And as to such liability, the rule is laid down as follows (p),—that, in the event of a company being wound up, every present and past member thereof shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities, and the costs, charges, and expenses of its winding-up, and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves, but with certain qualifications, and amongst others the following (q): 1. That no past member shall be liable if he has ceased to be a member for one year or upwards prior to the commencement of the windingup (r);-2. That no past member shall be liable in respect of any debt or liability of the company contracted after he ceased to be a member;-3. That no past member shall be liable, unless it appears to the court before which the winding-up takes place, that the existing members are unable to satisfy the contributions required to be made by them; and, 4. That, in the case of a company limited by shares, no contributions shall be required from any member exceeding the amount (if any) unpaid on the shares in respect of which he is liable as a present or past member. It results, therefore, that, in the case of a "limited" company (s), the members are made liable to

of association (sects. 9-22). See as to this Gen. Ord. 21 March, 1868, In re Sharp, Stewart & Co., Law Rep., 5 Eq. Ca. 155, and Ord. 2 March, 1869, Law Rep., 4 Ch. App. xxxiii.

(0) It will be observed, that in this respect, amongst others, the principle of the common law as to a corporation, (vide sup. p. 11,) has been modified in regard to the corporations formed under this Act.

(p) 25 & 26 Vict. c. 89, s. 38; and see ss. 7-10.

(4) It is also laid down in the Act, that nothing therein contained is to invalidate any provision in any policy of insurance, or other contract whereby the liability of individual members therein is restricted, or the funds of the company alone made liable in respect thereof. (25 & 26 Vict. c. 89, s. 38.)

() As to placing past members on the list of contributories, see Barned's Banking Company, Law Rep., 3 Ch. App. 161.

(s) The text refers to the more

the amount (if any) unpaid on the shares respectively held or once held by them, while, in the case of an "unlimited" company, the liability of each member thereof is unlimited. On this rule, however, an important modification has now been engrafted by the Companies Act, 1867, in reference to the liability of the directors as distinct from that of the ordinary members,-it being enacted by 30 & 31 Vict. c. 131, s. 4, that the memorandum of association of a "limited" company may provide that the liability of the directors, managers, or managing director thereof, shall be unlimited; in which case each of the directors or managers shall, subject to certain restrictions specified in the Act (t), be liable to contribute, in the event of a winding-up, as if he were a member of an unlimited company (u). As to the circumstances under which companies, whether "limited" or otherwise, may be compulsorily wound up, it is to be remarked that any person to whom the company is indebted at law or in equity, in a sum exceeding 501., then due, and who has served on the company, by leaving the same at their registered office, a demand under his hand requiring the company to pay the same, may, if he obtains no satisfaction within three weeks, take proceedings to have the company wound up(x); and such course may also be taken by any creditor at law or in equity, if execution or other process issued on a judgment, decree or order obtained in his

"li

ordinary case of a company mited" by shares, but there may also be companies "limited" by guarantee, in which case the liability of each member is co-extensive with the amount he has undertaken to contribute in the event of the company being wound up, a term hereafter explained. (25 & 26 Vict. c. 89, ss. 9, 38.)

(t) These restrictions refer, 1. To the liability of a director who has

ceased to hold office; and, 2. To the court being satisfied as to the necessity for the director's additional contribution, in order to discharge the debts and liabilities of the company, and the costs of the winding-up. (30 & 31 Vict. c. 131, s. 5.)

(u) By special resolution this provision may be adopted by existing companies. (Sect. 8.)

(x) 25 & 26 Vict. c. 89, ss. 79, 80.

favour, is returned by the officer who had to levy under it unsatisfied (z).

The winding-up is to take place upon a petition in Chancery presented by the creditor (a); but all subsequent proceedings for winding-up may, if thought fit, be directed to be had in the county court having jurisdiction in bankruptcy, in the place where the registered office is situate (b). The court which has the windingup may appoint a person under the name of "official liquidator" (c), to take into his custody all the property, effects and things in action of the company, and deal with them by sale or otherwise as the court shall sanction, and generally to do all such other things as may be necessary for winding-up the affairs of the company and distributing its assets (d). The court is also to proceed to settle a list of contributories-or persons liable as members to contribute to the assets of the company (e),— and to make calls on all or any of the contributories (to the extent of their liability) for payment of the sums necessary to satisfy the debts and liabilities of the company, and the costs, charges and expenses of winding it up, and for the adjustment of the rights of the contributories amongst themselves (f); and, as soon as the affairs of the company have been completely wound up, is to make an order that the company be dissolved (g). To this general view of the subject of winding-up, however, it must be added that, whenever a company is unable to pay its debts (and in some other cases also), a petition for

(z) 25 & 26 Vict. c. 89, ss. 79, 80. (a) Sects. 81, 82. See Gen. Ord. 21 March, 1868, and 2 March, 1869 (Law Rep., 3 & 4 Ch. App.). The winding-up is to be deemed to commence at the time such petition is presented.

(b) Sects. 81, 82; 30 & 31 Vict. c. 131, s. 41.

(c) 25 & 26 Vict. c. 89, s. 92.

(d) Sects. 94, 95.

(e) Sects. 38, 74, 98. See In re National Savings Bank Association, Law Rep., 1 Ch. App. 547. As to the position as "contributory" of the holder of fully paid-up shares in a limited company, see In re Anglesea Colliery Company, ibid. p. 555.

(f) Sect. 102.
(g) Sect. 111.

winding-up may be presented by the company itself, or by a contributory or contributories, as well as by a creditor or creditors, or by all or any of such parties in conjunction (h); and, further, that there may also be a voluntary winding-up, which is where the company passes a resolution (i) for the purpose (k),-of which the effect is that a liquidator is appointed by the company itself, who settles a list of contributories, makes calls, and exercises all the powers by the Act given as above stated to the official liquidator (7).

III. Returning from this digression as to qualified corporations, we proceed next to inquire how corporations at common law may be visited. [For corporations, being composed of individuals subject to human frailties, are liable, as well as private persons, to deviate from the end of their institution. And for that reason the law has provided proper persons to visit, inquire into, and correct all irregularities that arise in them.

With regard to all ecclesiastical corporations, the ordinary is their visitor, so constituted by the canon law, and from thence derived to us (m). The pope formerly, and now the crown, as supreme ordinary, is the visitor of the archbishop or metropolitan: the metropolitan has the charge and coercion of all his suffragan bishops and the

(h) 25 & 26 Vict. c. 89, ss. 79-82. By 30 & 31 Vict. c. 131, s. 40, however, the right of a contributory to present a winding-up petition is restricted to cases where the members of the company have become less in number than seven; or where he is an original allottee; or has held his shares for a certain period; or where such shares have devolved on him through the death of a former holder.

(i) As to the definition of, and regulations concerning, resolutions by a company, see 25 & 26 Vict. c.

89, s. 51.

(k) Sect. 129. A voluntary winding-up is to be deemed to commence at the time of passing the resolution. (Sect. 130.) A company registered under a former Joint Stock Companies Act may be wound up voluntarily, without re-registration, under the Act of 1862. (See In re London India Rubber Company, Law Rep., 1 Ch. Ap. 329.)

(1) Sect. 133.

(m) As to what corporations are ecclesiastical, vide sup. p. 5.