extend to altering any regulations relating to the amount of capital or its distribution into shares, notwithstanding such regulations are contained in the memorandum of association. (B) s. 175.

(a) As to what these words refer to, see In re London India Rubber Co., L. R. 1 Ch. 329.

(7) ss. 50, 196 (3), (4).
(8) See infra.

A company formed and registered under the Joint Stock Companies Acts (supra, sect. 175) is, by virtue of this section, a company under this Act. Such a company is, therefore, under no necessity of reregistering under the power given in the 180th section, and is not included under the term "unregistered company" in sect. 199 (a).

As to companies registered, but not formed, under the Joint Stock Companies Act, see next section.

Joint Stock

177. This Act shall apply to companies registered but not Application of Act to comformed under the said Joint Stock Companies Acts (a) or panies regisany of them, in the same manner as it is hereinafter de- tered under clared (8) to apply to companies registered but not formed Companies under this Act, with this qualification, that wherever reference Acts. is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such companies were respectively registered under the said Joint Stock Companies Acts or any of them.

By sect. 196 "all the provisions of this Act shall apply," &c. It is conceived, therefore, that the note to sect. 176, supra, is equally true in the case of a company registered, but not formed, under the Joint Stock Companies Acts.

178. Any company registered under the said Joint Stock Mode of transCompanies Acts or any of them may cause its shares to be ferring shares. transferred in manner hitherto in use, or in such other manner

as the company may direct.

(a) In re London India Rubber Co., L. R. 1 Ch. 329; and see notes to ss. 129, 199.

Regulations as to registration of existing companies.

PART VII.

COMPANIES AUTHORIZED TO REGISTER UNDER THIS ACT.

179. The following regulations shall be observed with respect to the registration of companies under this part of this Act; (that is to say,)

(1.) No company having the liability of its members limited by Act of Parliament or letters patent, and not being a joint stock company as hereinafter defined (a), shall register under this Act in pursuance of this part thereof:

(2.) No company having the liability of its members limited by Act of Parliament or by letters patent shall register under this Act in pursuance of this part thereof as an unlimited company, or as a company limited by guarantee:

(3.) No company that is not a joint stock company as hereinafter defined (a) shall in pursuance of this

part of this Act register under this Act as a company limited by shares :

(4.) No company shall register under this Act in pursuance of this part thereof unless an assent to its so registering is given by a majority of such of its members as may be present personally or by proxy, in cases where proxies are allowed by the regulations of the company, at some general meeting summoned for the

purpose:

(5.) Where a company not having the liability of its members limited by Act of Parliament or letters patent is about to register as a limited company the majority required to assent as aforesaid shall consist of not less than three fourths of the members present, personally or by proxy, at such last-mentioned general meeting:

(6). Where a company is about to register as a company limited by guarantee the assent to its being so registered shall be accompanied by a resolution

declaring that each member undertakes to contribute
to the assets of the company, in the event of the
same being wound up, during the time that he is a
member, or within one year afterwards, for payment
of the debts and liabilities of the company contracted
before the time at which he ceased to be a mem-
ber, and of the costs, charges, and expenses of wind-
ing up the company, and for the adjustment of the
rights of the contributories amongst themselves, such
amount as may be required, not exceeding a specified
amount : (B)

In computing any majority under this section when a poll is
demanded regard shall be had to the number of votes to which
each member is entitled according to the regulations of the
company of which he is a member.

in

being regis

180. With the above exceptions, and subject to the fore- Companies going regulations, every company existing (a) at the time of capable of the commencement of this Act, including any company registered. tered under the said Joint Stock Companies Acts (B), consisting of seven or more members, and any company hereafter formed pursuance of any Act of Parliament other than this Act, or of letters patent, or being a company engaged in working mines within and subject to the jurisdiction of the Stannaries, or being otherwise duly constituted by law, and consisting of seven or more members, may at any time hereafter register itself under this Act as an unlimited company, or a company limited by shares, or a company limited by guarantee; and no such registration shall be invalid by reason that it has taken place with a view to the company being wound up.

(a) Registration subsequent to the presentation of a winding-up petition must be a mere nullity; In re Hercules Insurance Co., L. R. 11 Eq. 321.

(B) These companies may register under this Act, but the Act applies to them, although not so registered, s. 176.

181. For the purposes of this part of this Act, so far as the same relates to the description of companies empowered to register as companies limited by shares, a joint stock company shall be deemed to be a company having a permanent

Proviso as to banking company.

Requisitions

by companies.

paid-up or nominal capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and formed on the principle of having for its members the holders of shares in such capital, or the holders of such stock, and no other persons; and such company when registered with limited liability under this Act shall be deemed to be a company limited by shares.

182. No banking company claiming to issue notes in the United Kingdom shall be entitled to limited liability in respect of such issue, but shall continue subject to unlimited liability in respect thereof, and, if necessary, the assets shall be marshalled for the benefit of the general creditors, and the members shall be liable for the whole amount of the issue, in addition to the sum for which they would be liable as members of a limited company (a).

(a) See further, s. 188.

183. Previously to the registration in pursuance of this for registration part of this Act of any joint stock company (a) there shall be delivered to the registrar the following documents; (that is to say,)

(1.) A list shewing the names, addresses, and occupations

of all persons who on a day named in such list, and not being more than six clear days before the day of registration, were members of such company, with the addition of the shares held by such persons respectively, distinguishing, in cases where such shares are numbered, each share by its number:

(2.) A copy of any Act of Parliament, royal charter, letters patent, deed of settlement (B), contract of copartnery, cost-book regulations, or other instrument constituting or regulating the company:

(3.) If any such joint stock company is intended to be registered as a limited company, the above list and copy shall be accompanied by a statement specifying the following particulars; (that is to say,)

The nominal capital of the company and the number of shares into which it is divided:

The number of shares taken and the amount paid
on each share:
The name of the company, with the addition of the
word "limited" as the last word thereof:
With the addition, in the case of a company in-
tended to be registered as a company limited
by guarantee, of the resolution declaring the
amount of the guarantee.

(a) s. 181.

(B) s. 209 as to insurance companies registered under 7 & 8 Vict. c. 110.

184. Previously to the registration in pursuance of this part of this Act of any company not being a joint stock company (a) there shall be delivered to the registrar a list shewing the names, addresses, and occupations of the directors or other managers (if any) of the company, also a copy of any Act of Parliament, letters patent, deed of settlement, contract of copartnery, cost-book regulations, or other instrument constituting or regulating the company, with the addition, in the case of a company intended to be registered as a company limited by guarantee, of the resolution declaring the amount of guarantee.

(a) s. 181.

185. Where a joint stock company (a) authorized to register under this Act has had the whole or any portion of its capital converted into stock, such company shall, as to the capital so converted, instead of delivering to the registrar a statement of shares, deliver to the registrar a statement of the amount of stock belonging to the company, and the names of the persons who were holders of such stock, on some day to be named in the statement, not more than six clear days before the day of registration.

(a) s. 181.

Requisitions
for registration
by existing
company not
being a joint
stock company.

Power for existing com

pany to register amount of

stock instead

of shares.

186. The lists of members and directors and any other Authentication particulars relating to the company hereby required to be of statements of existing delivered to the registrar shall be verified by a declaration companies. of the directors of the company delivering the same, or any two of them, or of any two other principal officers of the company, made in pursuance of the Act passed in the sixth year

S