accepting new shares. Trustees. Married woman. A person who has agreed, cannot escape liability. and the executors in reply requested that the shares might be registered in their names, and all three of them signed a deed of acceptance, but the register was never altered, nor were fresh certificates given; it was held that the deed was an acceptance personally of the shares, which up to that time they held as executors; and the regulations of the company allowing only one person to be registered as a proprietor in respect of the same shares, it was held that the three were received as a proprietor in their joint character, but for their individual benefit, and that, therefore, two of the executors being dead, the liability survived to the survivor (a). Again, if executors accept from a company after their testator's death new shares, they will as between themselves and the other contributories be personally liable in respect of those shares, although they have been offered to and accepted by them in their representative character (b). On this point Lord Romilly, M.R., said in Spence's Case (c), “With respect to these shares they are personally liable, and can only look to their testator's estate for indemnity. If it were otherwise, the executor of an insolvent estate might purchase any number of shares, and keep them if they were profitable, but repudiate any liability if they turned out otherwise, and thus involve the company in an account of the testator's estate. They have purchased these shares, whether with authority under the will or not is immaterial. They are therefore personally liable." So a trustee of shares is personally liable in respect of the shares, and can only look to his cestui que trust for indemnity, and this though the company itself be the cestui que trust (d). A married woman may become a shareholder in her own right so as to bind her separate estate, if it appears that the contract was entered into upon the credit of her separate estate, and the deed of settlement do not exclude married women from being shareholders (e). Under the Married Women's Property Act, 1870 (33 & 34 Vict. c. 93), s. 4, a married woman may be a member in respect of fully paid-up shares, or stock to the holding of which no liability is attached. If a person has agreed to become a member, then, whatever be the circumstances which induced him to enter into the agreement, he cannot say, after the winding-up has commenced, that he will be released from the contract which he has de facto entered into (f). Even the fact that the transfer to him was bad as a deed, or that the officers of the company have been guilty of dishonest conduct, will not affect (a) Alexander's Case (Albert Arbitration) 15 S. J. 788, et v. infra, p. 127, note (e). (b) Fearnside and Dean's Case, Dobson's Case, L. R. 1 Ch. 231; Jackson v. Turquand, L. R. 4 H. L. 305. (c) 17 Beav. 203; secus with respect to shares belonging to the testator, for which the executor has not gone through the formalities requisite to make him a shareholder; Bulmer's Case, 33 Beav. 435; Re St. George's Steam Packet Co., Ex parte Doyle, 2 H. & T. 221; and see Keene's Executors' Case, 3 D. M. & G.272. (d) See s. 30. (e) Mrs. Matthewman's Case, L. R. 3 Eq. 781; but see Pugh and Sharman's Case, L. R. 13 Eq. 566. (f) Challis Case, L. R. 6 Ch. 266; and see s. 35. his liability (a). If he have been induced to take shares on the faith of a promise which is not kept (b), or of representations which turn out to be untrue (e), he is nevertheless liable as a contributory, his remedy being only against the persons who have deceived him. So, if he have applied for shares under a mistake; as where a person, to whom on his election as a director the number of shares which constituted a director's qualification had been allotted, subsequently, in ignorance, as he alleged, of such allotment, applied for what he thought was the requisite number of shares, and they were allotted to him, he was held liable as well for the number of shares constituting his qualification as for those which had subsequently been allotted to him on his application (d). So, it will make no difference in what character he have acquired the shares-as, for instance, in a representative character as executor («). The only question is, whether he have acquired them or not; and if he have, then he must hold them on the ordinary terms. 44 'Person" in this section, and other general words, such as "share holder,” throughout the Act, must be read as including a body corporate; and although it is at first sight beyond the province of one trading corporation to become a shareholder in another, yet it may become a shareholder if authorized to do so by its own memorandum and articles of association (ƒ). Thus, where the memorandum of association stated as one of the objects, "To purchase or accept any obligations, bonds, debentures, notes, and shares in any foreign or English company, and to negotiate the sale of any such securities"; and the articles authorized the directors to invest any of the moneys of the corporation on such securities, other than the shares of the corporation itself, as the directors might think desirable, an application for and acceptance of shares in another company was held valid (9). So, where the articles of a banking company gave the directors very ample powers of management, and the directors advanced money on the deposit of shares in another company (which is "within the ordinary course of dealing of bankers," per Selwyn, L.J.), and subsequently, becoming alarmed by a judicial opinion that the shares remained within the order and disposition of the depositors, had them transferred into the name of the banking company, it was held that (a) Langer's Case, 18 L. T. 67; 37 L. J. (Ch.) 292; Bishop's Case, L. R. 7 Ch. 296, n.; and see cases cited under $. 22. (b) Felgate's Case, 2 D. J. & S. 456. (c) Wollaston's Case, 4 De G. & J. 437; and Ex parte Barrett, 12 W. R. 925; 4 N. R. 308. (d) Fowler's Case, L. R. 14 Eq. 316. (e) Spence's Case, 17 Beav. 203; Fearnside and Dean's Case, Dobson's Case, L. R. 1 Ch. 231; Sculthorpe v. Tipper, L. R. 13 Eq. 232; and see (f) In re Barned's Banking Co., Ex (g) In re Barned's Banking Co., Ex parte Contract Corporation, L. R. 3 Ch. 105. E the banking company was rightly made contributory in respect of the shares (a). But where the memorandum of a company, established for carrying on the business of a bill-broker and scrivener, provided for "the making advances and procuring loans on, and the investing in, securities,” this did not authorize the application for a large number of shares in a proposed company with a view to its construction for the purpose of assisting the discount business of the investing company (b). By the Industrial and Provident Societies Act, 1867 (30 & 31 Vict. c. 117), sect. 2 (v. infra), a society registered under that Act may hold in its registered name any amount of interest in any other society so registered. A company cannot purchase its own shares unless the memorandum and articles contain in plain terms a direct authority enabling it to do SO. In the absence of a clear and distinct power for that purpose, such purchase is ultrà vires, though the company may be empowered to deal in shares of joint stock companies generally (c). 24. Any transfer of the share or other interest of a deceased member of a company under this Act, made by his personal representative, shall, notwithstanding such personal representative may not himself be a member, be of the same validity as if he had been a member at the time of the execution of the instrument of transfer (a). (a) Sch. I., Table A. (12)—(16). 25. Every company under this Act shall cause to be kept in one or more books a register of its members, and there shall be entered therein the following particulars: (a) (1.) The names and addresses, and the occupations, if any, of the members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, distinguishing each share by its number: and of the amount paid or agreed to be considered as paid on the shares of each member: (2.) The date at which the name of any person was entered in the register as a member: (3.) The date at which any person ceased to be a member : (a) Royal Bank of India's Case, L. R. 4 Ch. 252. (b) Joint Stock Discount Co. v. Brown, L. R. 3 Eq. 139; Ibid. 8 Eq. 381. (c) Zulueta's Claim, L. R. 5 Ch. 444; and see In re Marseilles Extension Railway Co., Ex parte Crédit Foncier, L. R. 7 Ch. 161. And any company acting in contravention of this section shall incur a penalty not exceeding five pounds for every day during which its default in complying with the provisions of this section continues, and every director or manager of the company who shall knowingly and wilfully authorize or permit such contravention shall incur the like penalty. (a) Where share warrant issued, v. Comp. Act, 1867, s. 31; where capital converted into stock, s. 29 of this Act. An account is to be kept of the amount paid, or agreed to be considered as paid, on the shares of each member. Quære, whether, having regard to this section, an agreement can be supported by which a member advances a sum of money to the company on the understanding that if the company goes on it is to be treated as a loan and repaid with interest; but that if the company is wound up it is to be treated as paid upon shares in anticipation of calls (a). money's worth. If the consideration or part of the consideration given for shares be Payment in not money, but money's worth, it will be quite right for the directors to state on the register that the shares are to the extent of such money's worth paid up, although no money has passed (b); but as to so much of the shares as is not paid up the obligation on the shareholder is to pay in cash; and, semble, a contract on the part of the company that calls shall be set off against goods to be supplied by the shareholder instead of being paid in money is ultrà vires (c). members. 26. Every company under this Act, and having a capital Annual list of divided into shares (a), shall make, once at least in every year, a list of all persons who, on the fourteenth day succeeding the day on which the ordinary general meeting (B), or if there is more than one ordinary meeting in each year, the first of such ordinary general meetings is held, are members of the company; and such list shall state the names, addresses, and occupations of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars (7): (1.) The amount of the capital of the company, and the number of shares into which it is divided: (2.) The number of shares taken from the commencement of the company up to the date of the summary: (a) Barge's Case, L. R. 5 Eq. 420. (b) In re Anglesea Colliery Co., L. R. 2 Eq. 379; Ibid. 1 Ch. 555; and see cases under s. 23. (c) Pellatt's Case, L. R. 2 Ch. 527; and see Comp. Act, 1867, s. 25, infra. Penalty on company, &c., not keeping a proper register. Company to give notice of consolidation or of conversion of capital into stock. Effect of conversion of shares into stock. (3.) The amount of calls made on each share: (6.) The total amount of shares forfeited: (7.) The names, addresses, and occupations of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them. The above list and summary (8) shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy shall forthwith be forwarded to the Registrar of Joint Stock Companies. (a) As to other companies, s. 45. (7) Where share warrant issued, v. Comp. Act, 1867, s. 32; where capital converted into stock, s. 29 of this Act. (8) Sch. II., Form E. 27. If any company under this Act, and having a capital divided into shares, makes default in complying with the provisions of this Act with respect to forwarding such list of members or summary as is hereinbefore mentioned to the registrar, such company shall incur a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty. 28. Every company under this Act, having a capital divided into shares, that has consolidated and divided its capital into shares of larger amount than its existing shares, or converted any portion of its capital into stock (a), shall give notice to the Registrar of Joint Stock Companies of such consolidation, division, or conversion, specifying the share so consolidated, divided, or converted. (a) s. 12; Sch. I., Table A. (23)—(25). 29. Where any company under this Act, and having a capital divided into shares, has converted any portion of its capital into stock (a), and given notice of such conversion to the registrar (8), all the provisions of this Act which are applicable to shares only shall cease as to so much of the |