JOINT-STOCK COMPANIES. 



JOINT TENANCY. 



10 



There now exist, therefore, four classes of joint-stock companies. 



1. Trading companies incorporated by special Acts of Parliament. 

 This class includes railway, dock, harbour, and canal companies, many 

 insurance companies, and a vast number of other bodies engaged in 

 every species of profitable employment. Formerly each company thus 

 incorporated was governed by the peculiar provisions of the Act which 

 it obtained; but in order to introduce uniformity, a general Act, 

 applying to all future companies, was passed under the title of ' The 

 Companies' Clauses Consolidation Act,' 8 & 9 Viet. c. 16. This statute 

 contains a complete code for the regulations of the proceedings, the 

 transfer of the shares, and the general management of companies 

 incorporated by Act of Parliament. ' The Lands' Clauses Consolidation 

 Act,' 1845, was passed at the same time, consolidating all those pro- 

 visions which it had previously been necessary to insert in the special 

 Act of any company, which required powers of acquiring land compul- 

 sorily for the purposes of the undertaking. 



The peculiar character of railway undertakings rendered necessary 

 'The Railways' Clauses Consolidation Act,' 1845, which lays down 

 regulations as to the construction of railway works, the amount and 

 mode of enforcing the payment of tolls and fares, and the making of 

 by-laws for the conduct of then- business, which are binding upon all 

 persons whatsoever. 



2. A second class of joint-stock companies consists of the very few 

 established under the statute 1 Viet. c. 73, or the preceding Act, 

 6 Geo. IV. c. 91, which have been already referred to. 



3. Banking companies formed since 1844 form a distinct class. 

 They were until recently regulated by the statute 7 & 8 Viet. c. 113, 

 but must now be registered under ' The Joint-Stock Banking Com- 

 panies' Act,' 1857, which preserves the individual liability of the 

 partners, and contains provisions for the company being wound up. 

 Banking companies constituted previous to 1844 may avail themselves 

 of the advantages of the statute, by being registered under ita pro- 



4. The last class of trading corporations are the registered joint- 

 stock companies, regulated by the Joint-Stock Companies' Acts, 185G 

 and 1857, under which seven or more persons may, by subscribing a 

 memorandum of association, and otherwise complying with the requi- 

 sitions of the statute in respect of registration, form themselves into an 

 incorporated company, with or without limited liability. 



This registration ia obtained by delivering to the registrar of joint- 

 stock companies a memorandum of association, stating certain par- 

 ticulars in a prescribed form. Upon registration being effected, the 

 subscribers, together with such persons as from time to time are 

 admitted to be shareholders in the company, become a body corporate, 

 having a perpetual succession and a common seal, and power to hold 

 lands to a certain extent, and with consent of the Board of Trade to 

 any extent whatever. 



The company may hold itself forth to the public as one of which 

 the members are liable with or without limit, according as the 

 founders of it choose to adopt the principle of limited liability or not. 

 Where the liability of the shareholders is limited by the memorandum 

 of association, the word " limited " must be the last in the registered 

 title of the company, and must be inseparably attached to its name. 



The statute requires that a register of shareholders shall be kept, 

 and that this lint be annually revised, and a copy furnished to the 

 registrar of joint-stock companies. This copy is open to public 

 inspection, so that all the particulars of importance respecting the 

 company can be at any time ascertained by persons dealing with it. 



The affairs of a registered company are also liable to examination by 

 the Board of Trade ; while the statutes contain a complete code of 

 regulations for winding up a company unable to meet its engagements, 

 or which it is thought desirable to wind up for other reasons. 

 Directors who declare a dividend when the company is insolvent are 

 jointly and severally liable, to the extent of the dividend, for all the 

 debts of the company ; and every person concurring or carrying on the 

 business of the company when the number of the partners is less than 

 seven, is severally liable for its debts. 



This species of corporation may be dissolved by being wound up, 

 either voluntarily or compulsorily. A voluntary winding up may take 

 place : 1, whenever the period, if any, fixed for the duration of the 

 company expires, or the event, if any, occurs upon which it is to be 

 dissolved; 2, whenever the company has passed a special resolution 

 requiring its winding up. 



A company may be wound up compulsorily : 1, by virtue of a 

 special resolution to that effect ; 2, whenever it does not commence 

 business within a year of its incorporation, or suspends business for a 

 year ; 3, whenever the shareholders are less than seven in number ; 

 4, whenever the company is unable to pay its debts ; or, 5, whenever 

 three-fourths of the capital have been lost or become unavailable. 



A company is to be deemed unable to pay its debts : 1, whenever a 

 creditor for 501. has served a demand of payment, and the company has 

 for three weeks neglected to pay the claim, or to secure or compound 

 for it to the satisfaction of the creditor; and, 2, whenever an execution 

 is returned unsatisfied, in whole or in part. 



The proceedings take place in the case of companies whose liability 

 is unlimited, hi tie Court of Chancery ; in the case of companies with 

 limited liability, in the Court of Bankruptcy. (Blackstone's ' Commen- 

 taries/ Mr. KerVl edition, vol. i., p. 620.) 



JOINT TENANCY signifies joint ownership of two or more 

 persons in land, or other property, as goods and chattels. It differs 

 from Tenancy in Common [COMMON, TENANCY IN] and Coparcenership' 

 [PARCENERS] in the following essentials : joint tenants are severally 

 seised or possessed of the xmdivided whole of the land or other 

 property in which they have a joint interest, and also of their several 

 shares, which shares are always equal shares, inasmuch as joint tenants 

 take by purchase only, and by a joint title : the estate or interest must 

 be limited to the several persons by the same deed or instrument, and 

 such estate or interest must vest in them at the same time, except 

 (according to the more common opinion) the estate be limited to take 

 effect under the Statute of Uses or by devise, in which cases the con- 

 temporaneous vesting of the several parts is not necessary : the whole 

 estate or property will go to the survivors and survivor of the joint 

 tenants, if the jointure continue until such survivorship ; which is the 

 important characteristic of a joint tenancy. It is a consequence of the 

 mode in which joint tenants are legally considered to be seised or 

 possessed, and of the'right to the whole which accrues to the survivors 

 and survivor, if no separation of the joint tenancy has been made before 

 such survivorship takes place that they cannot grant, or bargain and 

 sell, or surrender or devise to each other ; they cannot exchange with 

 each other, nor can one make a feoffment to another. But any joint 

 tenant may transfer his interest to any one of his companions by 

 release, or rather he can by such instrument put an end to his interest ; 

 and any joint tenant may convey his share to a stranger by grant ; or 

 he may compel his companions to make a partition, by statute. Every 

 person to whom the interest of a joint tenant is transferred becomes, 

 as to such share, a tenant in common with the remaining joint tenants. 



A joint tenant cannot dispose of either the whole or the part of the 

 property in which he is jointly interested consistently with the proper 

 notion of a joint tenancy, by a will made during the continuance of 

 the joint tenancy, even though he should happen to be the survivor ; 

 because until he has survived he has nothing to dispose of by will. 

 But by severing the joint tenancy he acquires the power of disposing 

 of his share by will. By the Wills act (1 Viet., c. 26), a person may by 

 a will, made according to the provisions of that act, dispose of all real 

 and personal estate to which he shall have a legal or equitable title at 

 the time of his death, and which, if not disposed of by will, would go 

 to his heir, or the heir of his ancestor, or to his personal representa- 

 tives. But this act gives no power of disposal over the unsevcml 

 interest of a joint tenant. 



As to the written instruments and words by which a joint tenancy 

 may be created, and the various rights and remedies which belong to 

 a joint tenant, it is not necessary to dwell at any length here. The 

 discussion of them belongs to special treatises on law. As an example 

 of words which would create a joint tenancy, we may take the case of 

 a feof&nent to two or more persons and their heirs, which would make 

 the feoffees joint tenants in fee simple, so that the survivors would 

 always succeed, and the last survivor would take the whole in fee, 

 unless any one of the joint tenants had in his lifetime conveyed his 

 share. And generally, when there is a gift of real or personal estate to 

 several persons, and nothing more is said, these words make them joint 

 tenants, even in the case of pecuniary legacies and residuary bequests. 

 To create a tenancy in common, it is not necessary, either in a deed or 

 will, to declare that the parties to whom the gift or devise is made 

 shall take it as tenants in common, and not as joint tenants. Any 

 words which undoubtedly convey this meaning are sufficient for tho 

 purpose ; but less exact or definite words are required for this 

 purpose in a will than in a deed. Where an estate is given to two 

 persons and the heirs of their bodies, if the two persons are such as 

 cannot have common heirs of their bodies (as two men or two women, 

 or a man and a woman who cannot legally intermarry), then such 

 persons are joint tenants for life, but have separate iuheritauces, or 

 are tenants in common in remainder in tail. But if the gift be to a, 

 man and his wife and the heirs of their bodies, or to a man and 

 woman who may marry and the heirs of their bodies, the parties are 

 joint tenants of the inheritance ; and if they be husband and wife they 

 take by entireties. The tenancy by entireties is a consequence of the 

 legal unity of husband and wife. Such tenancy exists when real estate 

 is limited by deed or will to husband and wife jointly during their 

 marriage for an estate of inheritance or freehold : the husband and 

 wife possess the lands entirely as one individual ; on the death of 

 either of them they go to the survivor, and there is no power of 

 alienation or forfeiture of either alone which can prejudice tho right of 

 the other. 



Partners in trade are joint tenants of the partnership stock which is 

 of a moveable kind, but on the death of a partner his personal repre- 

 sentatives become tenants in common in equity, with the surviving 

 partners ; and it was at one time considered that they acquired a 

 legal tenancy in common, with the survivor. In equity there is uo 

 survivorship in lands which partners have held for the purposes of 

 trade. 



If money is jointly advanced by two or more persons on a mortgage 

 security, there is in equity no benefit of survivorship among them. 



A joint tenant, like a tenant in common, cannot maintain an action 

 of trover against his companion for goods which are in his com- 

 panion's possession ; for according to the English doctrine of 

 possession, possession by one joint tenant, tenant in common, or 



