ment; and if it shall appear to the court that such practices as aforesaid, or any of them, have been used, it shall and may be lawful for the court to order every deed, bond, instrument, or other assurance, whereby the annuity or rent-charge is secured, to be cancelled, and the judgment, if any has been entered, to be vacated.

VII. And be it further enacted, that a particular book shall be provided and kept by the clerks of the enrolments in chancery, or their deputy, in which such particulars as herein-before are mentioned shall be entered alphabetically, by the names of the grantors, in order of time as the same shall be brought to the office; and the said clerks of the enrolments, or their deputy, shall specify in the book the certain day, hour, and time on which such particulars are brought to the office, and shall grant a certificate of the entry thereof, when required; and that there shall be paid for every such entry twenty shillings only, and the fee of one shilling for every certificate and copy given, and the fee of one shilling for every search in the office, and no more.

age

VIII. And be it further enacted, that all contracts for the purchase of any annuity or rent-charge with any person being under the age of twentyone years, shall be and remain utterly void, any attempt to confirm the same after such person shall have attained the age of twenty-one years notwithstanding; and that if any person shall, either in person, by letter, agent, or otherwise howsoever, procure, engage, solicit, or ask any person, being under the age of twenty-one years, to grant or attempt to grant any annuity or rent-charge, or to execute any bond, deed, or other instrument for securing the same, or shall advance or procure or treat for any money to be advanced to any person under the age of twenty-one years upon consideration of any annuity or rent-charge to be secured or granted by such infant after he or she shall have attained his or her of twenty-one years, or shall induce, solicit, or procure any infant, upon any treaty or transaction for money advanced or to be advanced, to make oath or to give his or her word of honour or solemn promise that he or she will not plead infancy, or make any other defence against the demand of any such annuity or rent-charge, or the repayment of the money advanced to him or her when under age, or that when he or she comes of age, he or she will confirm or ratify or in any way substantiate such annuity or rent-charge, every such person shall be guilty of a misdemeanor, and being thereof lawfully convicted in any court of assize, oyer and terminer, or general gaol delivery, shall and may be punished for the said offences by fine, imprisonment, or other corporal punishment, as the court shall think fit to award.

IX. And be it further enacted, that all and every solicitors and solicitor, scriveners and scrivener, brokers and broker, and other persons or person, who, from and after the passing of this Act, shall ask, demand, accept, or receive, directly or indirectly any sum or sums of money, or any other kind of gratuity or reward, for the soliciting or procuring the loan, and for the brokerage of any money that shall be actually and bona

fide advanced and paid as and for the *price or consideration of

[*455] any such annuity or rent-charge, over and above the sum of ten

shillings for every one hundred pounds so actually and bona fide advanced and paid, shall be deemed and adjudged guilty of a misdemeanor, and being lawfully convicted of such offence in any court of assize, oyer and terminer, or general gaol delivery, shall and may for every such offence be punished by fine and imprisonment, or one of them, at the discretion of the Court; and that the person or persons who shall have paid or given any sum or sums of money, gratuity or reward, shall be deemed a competent witness or witnesses to prove the same.

X. And be it further enacted, that this Act shall not extend to Scotland or Ireland, nor to any annuity or rent-charge given by will or by marriage settlement, or for the advancement of a child, nor to any annuity or rent-charge secured upon freehold or copyhold or customary lands, in Great Britian or Ireland, or in any of his Majesty's possessions beyond the seas, of equal or greater annual value than the said annuity, over and above any other annuity, and the interest of any principal sum charged or secured thereon, of which the grantee had notice at the time of the grant, whereof the grantor is seised in fee simple or fee tail in possession, or the fee simple whereof in possession the grantor is enabled to charge at the time of the grant, or secured by the actual transfer of stock in any of the public funds, the dividends whereof are of equal or greator annual value than the said annuity, nor to any voluntary annuity or rent-charge granted without regard to pecuniary consideration or money's worth, nor to any annuity or rent-charge granted by any body corporate, or under any authority or trust created by Act of Parliament.

7 & 8 VICT. c. 110.

An Act for the Registration, Incorporation, and Regulation of Joint Stock Companies. [5th September, 1844.]

WHEREAS it is expedient to make provision for the due registration of joint stock companies during the formation and subsistence thereof, and also, after such complete registration as is hereinafter mentioned, to invest such companies with the qualities and incidents of corporations, with some modifications, and subject to certain conditions and regulations, and also to prevent the establishment of any companies which shall not be duly constituted and regulated according to the provisions of this Act. Now be it enacted by the Queen's most excellent Majesty, by and with the advice and consent of the lords spiritual and temporal, and commons, in this present Parliament assembled, and by the authority of the same, that this Act shall come into operation at the following times; that is to say, as to the officers to be appointed in pursuance hereof for the regis tration of companies, and the regulation of the office hereby provided for

that purpose, immediately on the passing hereof; and as to all companies to which this Act is to apply and all other the provisions hereinafter contained, except such as relate to such officers and office as aforesaid, *on the first day of November in the year one thousand eight hundred and forty-four.

[*456]

II. And be it enacted, that this Act shall apply to every joint stock company, as hereinafter defined, established in any part of the United Kingdom of Great Britian and Ireland except Scotland, or established in Scotland and having an office or place of business in any other part of the United Kingdom, for any commercial purpose, or for any purpose of profit, or for the purpose of assurance or insurance (except banking companies, schools, and scientific and literary institutions, and also friendly societies, loan societies, and benefit building societies, respectively duly certified and enrolled under the statutes in force respecting such societies, other than such friendly societies as grant assurances on lives to the extent hereinafter specified;) and that the term "Joint stock Company" shall comprehend,

Every partnership whereof the capital is divided or agreed to be divided into shares, and so as to be transferable without the express consent of all the copartners; and also,

Every Assurance company or association for the purpose of assurance or insurance on lives, or against any contingency involving the duration of human life, or against the risk of loss or damage by fire, or by storm or other casualty, or against the risk of loss or damage to ships at sea or on voyage, or to their cargoes, or for granting or purchasing annuities on lives; and also every institution enrolled under any of the Acts of Parliament relating to friendly societies, which institution shall make assurances on lives, or against any contingency involving the duration of human life to an extent upon one life or for any one person to an amount exceeding two hundred pounds, whether such companies, societies, or institutions, shall be joint stock companies or mutual assurance societies, or both; and also, Every partnership which at its formation, or by subsequent admission (except any admission subsequent on devolution or other Act in law,) shall consist of more than twenty-five members.

And that, except where the provisions of this Act are expressly applied to partnerships existing before the said first day of November, it shall be held to apply only to partnerships the formation of which shall be commenced after that date: provided nevertheless, that, except as hereinafter specially provided, this Act shall not extend to any company for executing any bridge, road, cut, canal, reservoir, aqueduct, waterwork, navigation, tunnel, archway, railway, pier, port, harbour, ferry, or dock which cannot be carried into execution without obtaining the authority of Parliament: provided also, that, except as hereinafter is specially provided, this Act shall not extend to any company incorporated or which may be hereafter incorporated by statute or charter, nor to any company

authorised or which may be hereafter authorised by statute or letters patent, to sue and be sued in the name of some officer or person.

III. And be it declared, that the following words and expressions are intended to have the meanings hereby assigned to them respectively, so far as such meanings are not excluded by the context or by the nature of the subject-matter; that is to say,

The word "company" to mean any joint stock company or other institution, as before defined:

[*457]

*The expression "assurance company" to mean any assurance company, association, or institution, as before defined: The word "directors" to mean the persons having the direction, conduct, management, or superintendence of the affairs of a company: The expression "promoter," or "promoter of a company," to apply to every person acting, by whatever name, in the forming and establishing of a company at any period prior to the company obtaining a certificate of complete registration as hereinafter mentioned; The word "subscriber" to mean any person who shall have agreed in writing to take or have taken any shares in a proposed company or in a company formed, and who shall not have executed the deed of settlement, or a deed referring thereto :

The word "shareholder" to mean any person entitled to a share in a company, and who has executed the deed of settlement, or a deed referring to it, or, in the case of mutual assurance societies, any person who shall be an assured member thereof:

The word "person" to apply to bodies politic or corporate, whether sole or aggregate:

The expression "commissioners of the treasury" to apply to the lord high treasurer for the time being, or the commissioners of her Majesty's treasury for the time being, or any three or more of

them :

The expression "committee of privy council for trade" to mean the lords of the committee of her Majesty's privy council for the consideration of all matters of trade and plantations:

The expression "secretary of the committee" to mean one of the joint assistant secretaries of the said committee of privy council for trade:

The word "justice" to mean a justice of the peace for the county, city, borough, liberty, or place where the matter requiring the cognizance of any justice shall arise, and who shall not be interested in the matter:

The expression "special authority" to mean any deed of settlement, byelaws, letters-patent, charter, or local and personal Act of Parliament by which powers are conferred or regulations prescribed with reference to any individual company:

The word "prescribed" to mean provided for by special authority: The word "month" to mean calendar month:

The expression "superior courts" to mean her Majesty's superior courts of law or equity in England or Ireland:

The word "occupation," when applied to any person, to mean his trade or following, and, if none, then his rank or usual title, as esquire, gentleman:

The expression "place of residence," to include the street, square, or place where the party shall reside, and the number (if any) or other designation of the house in which he shall so reside:

The word "oath" to include affirmation or other declaration lawfully substituted for an oath :

[*458]

And generally, whensoever, with regard to any matter, or to any function in respect thereof, the name of an officer (whether a public officer or an officer of a company) ordinarily having cognizance of such matter, or ordinarily exercising such function, is mentioned, such reference is to be understood to apply as *well to any other person or officer who may have cognizance of such matter, or exercise such function in respect of such matter: And, subject as aforesaid to the context and to the nature of the subject-matter, words denoting the singular number are to be understood to apply also to a plurality of persons or things, and words denoting the masculine gender are to be understood to apply also to persons of the feminine gender.

IV. And be it enacted, that before proceeding to make public, whether by way of prospectus, handbill, or advertisement, any intention or proposal to form any company for any purpose within the meaning of this Act, whether for executing any such work as aforesaid under the authority of parliament, or for any other purpose, it shall be the duty of the promoters of such company and they or some of them are hereby required to make to the office hereby provided for the registration of joint stock companies (and hereinafter called the registry office) returns of the following particulars according to the schedule (C.) hereunto annexed; that is to say.

1. The proposed name of the intended company; and also,

2. The business or purpose of the company; and also,

3. The names of its promoters, together with their respective occupations, places of business (if any), and places of residence;

And also the following particulars, either before or after such publication as aforesaid, when and as from time to time they shall be decided on; viz. :

4. The name of the street, square, or other place in which the provisional place of business, or place of meeting, shall be situate, and the number (if any) or other designation of the house or office; and also,

5. The names of the members of the committee or other body acting in the formation of the company, their respective occupations, places of business (if any,) and places of residence, together with a written consent on the part of every such member or promoter to become such, and also a written agreement on the part of such member or promoter, entered into with some one or more persons as trustees for the said company, to take one or more