inconsistent. Thorpe v. Adams, L. R., 6 C. P. 125; 40 L. J., M. C. 52; 23 L. T. 810; Fitzgerald v. Champneys, 30 L. J., Ch. 717; 2 J. & H. 31; London and Blackwall Railway Co. v. The Board of Works for the Limehouse District, 26 L. J., Ch. 164; 3 K. & J. 123. tions in this III. The following words and expressions both in this and Interpretathe special act shall have the several meanings hereby and the speassigned to them, unless there be something in the subject cial act: or the context repugnant to such construction; (that is to say,) Words importing the singular number only shall include Number: the plural number, and words importing the plural number only shall include the singular number: Words importing the masculine gender only shall include Gender: females: The word "lands" shall extend to messuages, lands, tene- "Lands:" ments, and hereditaments of any tenure: "Month:" The word "lease" shall include an agreement for a lease: "Lease:" The word "month" shall mean calendar month: The expression "superior courts" shall mean her majesty's "Superior superior courts of record at Westminster or Dublin, as the case may require: courts:" The word "oath" shall include affirmation in the case of "Oath :" Quakers, or other declaration lawfully substituted for an oath in the case of any other persons exempted by law from the necessity of taking an oath: The word "county" shall include any riding or other like division of a county, and shall also include county of a city or county of a town: 66 County:" The word "justice" shall mean justice of the peace acting "Justice :" for the county, city, borough, liberty, cinque port, or other place where the matter requiring the cognizance of any such justice shall arise, and who shall not be interested in the matter; and where any matter shall be authorized or required to be done by two justices the expression "two justices" shall be understood to "Two jusmean two justices assembled and acting together in petty sessions: tices :" "The com pany:" The expression "the company" shall mean the company constituted by the special act: The expression "the directors" shall mean the directors of "Directors :" the company, and shall include all persons having the "Shareholder:" "Secretary." Short title of the act. Form in which Capital to be divided into shares. direction of the undertaking, whether under the name of directors, managers, committee of management, or under any other name: The word "shareholder" shall mean shareholder, proprietor, or member of the company; and in referring to any such shareholder expressions properly applicable to a person shall be held to apply to a corporation; and The expression "the secretary" shall mean the secretary of the company, and shall include the word "clerk.” IV. And be it enacted, that in citing this act in other acts of parliament, and in legal instruments, it shall be sufficient to use the expression "The Companies Clauses Consolidation Act, 1845." V. And whereas it may be convenient in some cases to incorporate with acts of parliament hereafter to be passed some portion only of the provisions of this act: be it therefore enacted, that for the purpose of making any such incorporation it shall be sufficient in any such act to enact that the clauses and provisions of this act with respect to the matter so proposed to be incorporated (describing such matter as it is described in this act in the words introductory to the enactment with respect to such matter) shall be incorporated with such act; and thereupon all the clauses and provisions of this act with respect to the matter so incorporated shall, save so far as they shall be expressly varied or excepted by such act, form part of such act, and such act shall be construed as if the substance of such clauses and provisions were set forth therein with reference to the matter to which such act shall relate. And with respect to the distribution of the capital of the company into shares, be it enacted as follows: VI. The capital of the company shall be divided into shares of the prescribed number and amount; and such shares shall be numbered in arithmetical progression, beginning with number one; and every such share shall be distinguished by its appropriate number. It is not competent for a company by resolution to create preference shares, or to guarantee a dividend upon any portion of the share capital, unless this is provided for in the special act. Sturge v. Eastern Union Railway Co., 7 De G., M. & G. 158, 175. According to the present practice of parliament, it is not usual to allow gas companies to divide their capitals into shares of a less value than 10%. each. VII. All shares in the undertaking shall be personal estate, Shares to be and transmissible as such, and shall not be of the nature of real estate. In the case of Ware v. Cumberlege, it was decided by the Master of the Rolls (24 L. J., Ch. 630), that shares in the Grand Junction and other waterworks companies were real estate. So with respect to any incorporated companies holding land, in the absence of any legislative declaration to the contrary; but this case has since been overruled by Lord Chancellor Cranworth in Edwards v. Hall, 6 De G., M. & G. 74; 25 L. J., Ch. 82; see Sparling v. Parker, 9 Beav. 450; Thompson v. Thompson, 1 Coll. C. C. 381; Hilton v. Geraud, 1 De G. & S. 183; Entwistle v. Davis, 36 L. J., Ch. 825. Any note, memorandum or writing, commonly called a "contract note," or by whatever name the same may be designated, for or relating to the sale or purchase of any stock or marketable security of the value of 51. or upwards, must, by the Stamp Act, 1870 (33 & 34 Vict. c. 97, s. 68), bear a penny stamp. By sect. 2 of the same act, "marketable security" means a security of such a description as to be capable of being sold in any stock market in the United Kingdom. By sect. 69, the stamp may be adhesive. personal estate. VIII. Every person who shall have subscribed the pre- Shareholders. scribed sum or upwards to the capital of the company, or shall otherwise have become entitled to a share in the company, and whose name shall have been entered on the register of shareholders hereinafter mentioned, shall be deemed a shareholder of the company. As to the meaning of the words "subscribers" and "shareholders," see Burke v. Lechmere, L. R., 6 Q. B. 297. If two companies amalgamate, with full authorization of a general meeting in accordance with the deed of association, a dissentient shareholder cannot be compelled to become a shareholder in the amalgamated company. In re Empire Assurance Corporation, L. R., 4 Eq. 341; 36 L. J., Ch. 663. shareholders. IX. The company shall keep a book to be called the Registry of "register of shareholders;" and in such book shall be fairly and distinctly entered, from time to time, the names of the several corporations and the names and additions of the several persons entitled to shares in the company, together with the number of shares to which such shareholders shall be respectively entitled, distinguishing each share by its number, and the amount of the subscriptions paid on such shares, and the surnames or corporate names of the said shareholders shall be placed in alphabetical order; and such book shall be authenticated by the common seal of the company being affixed thereto; and such authentication shall take place at the first ordinary meeting, or at the Addresses of shareholders. Certificates of shares to be issued to the shareholders. next subsequent meeting of the company, and so from time to time at each ordinary meeting of the company. All these provisions have been held to be merely directory. See East Gloucestershire Railway Co. v. Bartholomew Smith, where all the cases are reviewed, L. R., 3 Exch. 15; 37 L. J., Exch. 17. The plaintiffs' special act provided "that the company should not issue any shares created under the authority of this act, nor should any share vest in the person accepting the same, until one-fifth of the amount of the share was paid up: held, that the word issue referred to the issuing of certificates of shares, and the word rest to the vesting of shares so as to be property and capable of transfer, but that the section did not make the payment of one-fifth a condition precedent to the liability as a shareholder of the person accepting the same. Ibid. See also Bain v. Whitehaven and Furness Railway Co., 3 H. L. Cas. 1. See the Companies Clauses Consolidation Act for Scotland (8 Vict. c. 17), ss. 9 and 29. These clauses being in favour of the company, the provisions must be strictly complied with. It is important to consider decisions in Scotch courts if the law on which they turn be common to England and Scotland, as they will be equally binding as if pronounced by the courts in Westminster Hall. Blake v. Midland Counties Railway Co., 18 Q. B. 93, per Lord Campbell. A shareholder continues in that capacity until his shares are transferred and duly registered. Corden v. Universal Gaslight Co., 6 D. & L. 379. And a subscriber is a person who pays a subscription, and signs the deed, and until he has done so the company has no right to put his name on the register. Dublin, Waterford, Wexford, and Wicklow Railway Co. v. Pidcock, 20 L. T. 210; 22 L. J., Exch. 146; 8 Exch. 279. But where a person applies for shares and agrees to take them, and subsequently accepts and pays for them, and receives the scrip certificates of allotment, he in fact authorizes the company to sign their books on his behalf, and it is only in case of departure from the original scheme or prospectus of the company, on the faith of which he took the shares, that he can be relieved from liability. Re Great Cambrian Mining and Quarrying Co., Richardson's case, 27 L. T., Ch. 197. X. In addition to the said register of shareholders, the company shall provide a book, to be called the "shareholders' address book," in which the secretary shall from time to time enter in alphabetical order the corporate names and places of business of the several shareholders of the company, being corporations, and the surnames of the several other shareholders, with their respective christian names, places of abode, and descriptions, so far as the same shall be known to the company; and every shareholder, or if such shareholder be a corporation the clerk or agent of such corporation, may at all convenient times peruse such book gratis, and may require a copy thereof or of any part thereof; and for every hundred words so required to be copied the company may demand a sum not exceeding sixpence. XI. On demand of the holder of any share the company shall cause a certificate of the proprietorship of such share to be delivered to such shareholder; and such certificate shall have the common seal of the company affixed thereto; and such certificate shall specify the share in the undertaking to which such shareholder is entitled; and the same may be according to the form in the schedule (A.) to this act annexed, or to the like effect; and for such certificate the company may demand any sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence. Certificates are mere indicia of the property; they are not goods, or goods and merchandise, either within the Factory or Stamp Acts. Freeman v. Appleyard, 32 L. J., Exch. 175; Knight v. Barber, 16 L. J., Exch. 18; 16 M. & W. 66. These certificates, whether of home or foreign companies, may be the subject of larceny. Reg. v. Smith, 7 Cox, C. C. 93; 25 L. J., M. C. 31; and 24 & 25 Vict. c. 96, s. 1. be evidence. XII. The said certificate shall be admitted in all courts as Certificate to prima facie evidence of the title of such shareholder, his executors, administrators, successors, or assigns, to the share therein specified; nevertheless the want of such certificate shall not prevent the holder of any share from disposing thereof. See Sheffield, Ashton-under-Lyne, and Manchester Railway Co. v. Woodcock, 7 M. & W. 574. See also as to admissibility of evidence, Clarke v. Imperial Gas Co., 4 B. & Ad. 315. when de XIII. If any such certificate be worn out or damaged, Certificate to then, upon the same being produced at some meeting of the be renewed directors, such directors may order the same to be cancelled, stroyed. and thereupon another similar certificate shall be given to the party in whom the property of such certificate, and of the share therein mentioned, shall be at the time vested; or if such certificate be lost or destroyed, then, upon proof thereof to the satisfaction of the directors, a similar certificate shall be given to the party entitled to the certificate so lost or destroyed; and in either case a due entry of the substituted certificate shall be made by the secretary in the register of shareholders; and for every such certificate so given or exchanged the company may demand any sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence. And with respect to the transfer or transmission of shares, be it enacted as follows: |