

I PAN IBS. 



.! " I N T STOCK COMPA X I KS. 



Bt poinU from the plane) of the closed 

 ' are sometime* used for this purpose, 

 dole with rule joints. >. and 



VtMA tlM OOOn Du Window W IDeMW 



alaosd either vertically or horiaoacaUy, 

 lute at the cioaed work. The objects to 

 aeriptioas of hinge joints are, that the 

 hould be abb to do eo easily, and without 

 7 should shut cloee, su as to prevent air 



a sheds or in waiting-rooms of railway 

 nt, known > a Ad,mf jaiml, is used, in 

 poo rollers thai run upon a rail, above or 

 em shops the external shutters are made 

 ijssaf>, or they are made to wind round a 

 >n a BBsaiss of tambour frame. It may 

 aUo be I Ball ill hart to sddi that in pipe laying, the joints are either 

 Baad* with aiptjer mdfuril, in which the end of one pipe ftU into a 

 Book* east the end of the other, and is rendered steam- water- or 

 BB*.Bt, by th* Jan. whHabad, or melted lead run into the inu-rval ; 

 r tWy ar asad. with ta^n or broad faces made to bear closely 

 ' r with a turned face, or by the interposition 



r -STOCK COMPANIES. The 



j not for any public or 

 rly. but for carrying on a trade or business 

 with a vi*w to individual profit. They poaseai other peculiarities 



M ' : 

 I:.-- 



*r 



ition. which has received such 

 is by no means of recent oris 



a. the trading guilds of the middle ages 

 be Saxons ; and soon after the conquest 

 HMSrent trades establisfaed in the various aea, 

 of hnportence in the kingdom. These frator- 

 mcuurw of time chartered corporations; each 

 the exclusive privilege of following the particular occupa- 

 it irufasssd to protect. After the Reformation they 

 so* merged in the municipal corporations, the franchises of 

 whist! DoU in many cases be enjoyed by those only who were fret of 

 OSJB of th. eoatpaoias iMo which the community was divided. In this 



II Bill i they r Iml untU the Municipal Corporation Reform Act 



Bcsfcfas these guild., or oncnpaaim, other trading associations sprung 

 up fmaa tfane to time. The general company of German*, called also 

 UM Murhaals of the Haaas, dates from 12SO, and became in the 15th 

 th. Coanany of the Steelyard. In 1505, the " Merchant Ad- 

 i of ragiamf, far trading in woollen cloths to the Netherlands," 

 a charter of incorporation, prohibiting the Hanse merchants 

 frosa iaterfsrinK with tbsn.and the Steelyard Company seem, there- 

 after to ha gradually declined. In 155J, was established the company 

 of - Merchant Adveotunra for the discovery of lands, countries, isles, 



known by the English," which remilted in the establish- 

 of trade with Russia. The Turkey Company, the African 



Company, the East India Company, were all 

 i; but the Hudson* Bay Company alone remains 



Boot alter Ik* Revolution, the principle of association began to be 

 MHsd to a varirty of porpoaea baaklea t 

 Kaassr Broiscta mm atarted, the 



fal the earr/^ertrf' 



k. 



thoee of foreign adventure. 

 "Wch could not be 



Ihemls 



______ 



in our own times. To meet 



b> thia novel development of the aaaudative ten- 

 , the - Bobble Act - ( 0o. 1. c. foXwaa passed, declaring all 

 toactaa corporate bodiei. and to pretend 



u '-aooss, and the promoters of them 



wa. directed not ao much against 

 - uu -"~ity, aa withTview 

 --r aa.i B, who propcvad 

 enbr aa baile to extract money out of the pocket, of the 

 em feob a* obieot. bowmr, i. nut to be dfccted by men 



. 



of ectiaf, aa a com 

 i the trao.1. of 



which 



to be 



Mv fw*, HVTVTHMVMB. OKI 



(<* the future pro^ccU of a aimUar chancUT 



MU liajBlilare was *wry Dot ao much to give a corporate 



!!!^TJSf^J << " t *^ Mto ' M ^^ < ^i*"y to 

 SCi l b.,,t.^tSS l ^^ tt&~* * 



Wastes; r the pUk for protecting the rights of UM 



corporation. Theae oompaniea, like the old trading auociaUons, par- 

 take of the advantages derived from incorporation; advantages in 

 which mere aasociationi of individual* joined together to promote such 

 common object* cannot possibly pnrticipate. A mere assemblage of 

 adventurers cannot, for instance, by any agreement among themselves 

 ana or be sued in the name of any one of their body, or of any officer 

 they may select for the purpose; they are liable, on the contra- 

 the same laws aa ordinary partnerships, and each individual i respon- 

 sible to his last shilling for the acts and omisoions, the contracts and 

 debts, of the body generally. To facilitate the operations of such 

 aasociationa, various statutes have been passed ; but owing to the 

 fluctuation in opinion regarding the true policy to be pursued, the 

 legislation relating to them has not been altogether consistent. 



The original mode of forming a joint-stock company was by means 

 of a deed of settlement, which constituted trustees of the partnership 

 pnyerty, directors of its aflaira, auditors of its accounts, and other 

 officers, denned the number of shares into which the capital waa 

 divided, and the form and mode of transferring them, and laid down 

 rules for periodical meetings of the shareholders. In the absence of 

 legislative interference, the rights and liabilities of the members of 

 such bodies, in relation to the public, were the same as those of other 



members of ordinary partnerships ; their rights and liabilities utter te 

 depended on the provisions of the deed of settlement. The difficulties 

 which were soon found to arise, in carrying on the business of such 

 undertakings, induced the earlier joint-stock companies to obtain 



private Acts of Parliament, which usually enabled the company to 

 sue and] be sued in the name of the secretary or some public officer 

 appointed for the purpose, and almost invariably concluded with a 

 proviso that nothing therein should tend to incorporate the partner- 

 ship; for one effect of incorporation would have been to destr 

 individual responsibility of the members for the acts of the association, 

 which the legislature, until quite recently, most carefully retained. 

 As joint-stock companies, however, increased in number and in uaeful- 

 ness, the cost and trouble necessary to obtain a private Act of Parlia- 

 ment were felt to be extremely burdensome ; and the attention of 

 parliament being called to the subject, it was thought expedient by 

 the legislature to emjwwer the crown to grant to joint-stock companies 

 such powers as were likely to be most useful to them, without, how- 

 ever, conferring all the incidents of a cor|>oration. The first attempt 

 at legislation in thia direction was the statute 6 Qeo. IV. c. 91, which 

 enabled the crown, in any charter of incor|x>rati< >n thereafter to bo 

 granted, to provide that the members should be individually liable !'<>r 

 the debts and engagements of the corporation. This act proving in- 

 operative, another mode of proceeding was tried by 4 & 5 Wm. IV. 

 c. 94, which enabled the crown to grant to joint-stock companies the 



C'lege of suing and being sued m the name of any of their officers, 

 act was soon repealed, and another attempt made in the same 

 direction by 7 Wm. IV. and 1 Viet. c. 73. At length the 74- 

 c. 110 was passed, for the registration, incorporation, and regulation of 

 all future joint-stock companies not requiring nor obtaining a charter 

 or act of parliament. This statute introduced a system of public rtyu- 

 tration, by which the company became incorporated, for the purpose of 

 carrying on the business for which it was formed, according to the 

 provisions of its deed of settlement ; but every shareholder remained 

 liable individually for the debU and contracts of the company, and 

 might be proceeded against as though he were not a member of the 

 corporation. Banking companies were ezcepted from this statute, the 

 7 4 ft Viet c. 113 being passed for their special regulation. 



A great many joint-stock companies were formed, and by regixt 

 obtained the corporate privileges, which they were now enabled t 

 but before long the affiurs of several became involved, and the diffi- 

 culties which then presented themselves in attempting to adjust tin: 

 rights and liabilities of the shareholders led to the Winding n|. Actx, 

 11 ft 12 Viet c. 45, and 12 & 13 Viet c. 108, which for several years 

 exercised the acumen of the judges of the Court of Chancery, in a 

 series of hopeless attempts to interpret and follow out their jirovisions. 

 The effect of the litigation carried on under these Acts was to throw 

 a very strong light upon the principles of legislation applicable to 

 joint-stock companies ; and Uie knowledge thus purchased at an enor- 

 mous expense led to the repeal of the Registration and Winding. nj, 

 Acte,and to a total remodelling of the law regarding these associations 

 This has been effected by the statute 19 & 20 Viet c. 47, which ,..., 

 vides for the registration, under its own provisions, of all companies 

 previously registered under the former statute. The Act itself has 

 been amended by 20 & 21 Viet. c. 14. 



The principle of limited liability, or the restriction of the rcxjxmM- 

 bility of each member to the amount of the capital subscribed by him, 

 which had long been conceded to oompaniea incorporated by Act of 

 Parliament, without baneful effects to the commonwealth, has been at 

 length extended to all joint-stock companies coming within tl 

 ration of these Acts which chosjse to adopt their provisions, on the sole 

 condition of obtaining registration and conforming to a few imi>l.- 

 rules, whereby the personality of the com pan 



operation are exceptod all companies established by Act of Parliament, 

 royal charter, or letters patent, all banking or insurance companies, and 

 associations engaged in mining in the Stannaries, where companies 

 with a limited liability may be formed conformably to certain local 

 customs, which are generally known aa the Co$l-Soot Sytton. 



