The Express.
London, England, 1865-01-28 00:00:00

CHARGE 4474 MT A LIMITID LIABILITY

COMPANY.

At the Maneion -house polioe-oonrt yesterday, the
Little Hampton, Halite, and Moniker fitesaship Company
(Limited), of 4, Arthur.atreet East, City, were swamped
before the Lord Mayor, upon the complaint of Mr. JUDOS
Ellis, of No. Si, Barinehall•strest, that they Wag a sop
pant under ." The Companies Act, 162," and having
capitol divided into shares, unlawfully did make default in
complying with the provisions of entice 96 of the said
ad, with respect to forward* the list et the asembers of
the said compel*, and thenminary of particulars therell
required, to the Registrar of Joint Stook Companies, cup
teary to section 27 of Ike said ass.
Mr. Lewis, jar., appeared to support the compislat ; and
Mr. Pe/and, barrister, for the defence.
The sump= was originally returnable ea Thursday, and
whoa called on Mr. Poked applied to have the hearing
adjourned, upon the ground that an order bad been made
by the Mester of the Rolla to wind up the corn•
pay cedes the Oompideory Act, sad the previous
day the patties had attended before the registrar that the
order might be mede out, and under the circumstances be
esehiaded that while these proceedings were pending, the
Lord Mayer had so jurisdistioe.
The Lord Mayor, however, decided that he had juridic-
Mee, and said he should Par the =temps.
Mr. Poked protested easiest the jurediedon, and said he
should, therefore, decline to appear to the summons, and
withdrew.
. . . . .

Yr.lorb then proceeded to °pea his one, sod in doiss
es he west into the 011.01103i11101111 under which the coo-
pee; was formed. and it appeared that it was origisally
started in June. 186.1, and was registered la Joly in the
mans year. The capital, aneordiag to the balanes-ehest
that was published to the paid* was 7,4951., is
shares of IW. each, 11. of which was paid up.
Mr. Lewis proceeded to detail the items in the Wenn
shoat, nod which was 7,0001. for promoting sad prelimi-
nary expends, leaving but • few huodred pounds to trade
with. In the course of the past year they got into debt to the
attest of 0001, sod when the balanoraheet was published
it was quite time that the gestlemea interested promoted a
petition to the Master of the Rolls. At • gemmed meeting
of the shareholders • resolution bad been pared to wind up
voluaterily, which, if carried oat, would, he said, have
stilled emery *airy into the matter. The Master of the
Rolls, after horn( the key gave a very decided opinion
se to the course he banded to purses, which, Mr. Lewis
hoped, would be to bring back some of the 7,0001. from the
pockets of those who had had the beside of it.
Tba Lord Mayor asked who was the promoter of the
oompasMr. aria mid, a gentleman named Elborough ; but he
did not propose to mention the names of the directors. He
Crdto show that • proper list of the members bad act
deposited it the registrar's °Mem
Mr. Spicer. the clerk in the case of the Registrar of
Joist-Stock Companies, was gelled, sad said the Little
Hampton, Haves, and Honesur Steamship Ossupsay
(Limited) was registered is July, 1803, and os the 17th
Jae ,1865. the company mot a list of slianaholdees. It
s owed the amount of norm paid up I. be 7.495/, sod the
animist of shares forfeited eine. The total somber of
shares registered were 392, of which 235 stood in the mane
of Mr. Elborough. He could bona; when the Liners! meet-
ing was held, but if the hit had not bees mat in before the
expiration of the 14 days after the general waste; it would
Dot he reesned.

Thsro was no one predict to prove that the meeting was
held, and the proceedings wore adjourned until yesterday,
whoa kir. Poland appeared to answer the summons, al-
&honk he rid he did sot waive the point as to the jurie-
dirties. _ _

Mr. Felu Henry Wood was called, who said he woo the
secretary to the Little Hampton, Harm sad Hooflour Sumo-
ship Comma'', aad had been secretary two or three months.
Rs succeeded Mr. Griffiths, who woo preceded by Mr.
Elborough. He produced the minute book °Detaining the
premiertings at that meeting.
Mr. Lewis remarked that there were only two *akin in
the minute book.

Whales, m &sewer to Mr. Lewis, mid he had note list of
these present. Mr. Bartanan, of 38, Graoechureh-street, was
tbechairmao. That was the meeting at which the balance.
sheet was pared. He did au know how many shareholders
were present.
Mr. Poland wished to uk Mr. Ellis a few questions, but
he was informed that that gentleman was sot present ; but
Mr. Lewis said if Mr. Poland would tell him what he wanted
to know be might be able to admit it.
Mr. Poked add be wished to know whether it was true
that Mr. Ellis was not an original 'Motu% but held scnp
outdates from another shareholder ; that he had never
applied is writing to be put In the register ; and that he
wsa the parson who filed the petition to wind up the com-
pany, all of which Mr. Lewis admitted wee perfectly true.
Ib. Polaed thou proceeded to address his lordship, and
said he would not trouble him with the question as to junior
diction; and in reference to what bad been said by Mr. Lewin
in respect to the disposal of the 7,01:101, be might say that
the directors would Dot /hub from an ieveetigatios into
the way in which it had been expended, at the proper time.
It was a matter quite irrelevant to the question at Uwe,
the only question being whether or not tke register hed
been seat in according to the requirement' of the act of
parliament. The company was started for the purpose of
establishing a large traffic between Liattehanapton and
Murat and Holdout, end es it wu a new business, of coarse
required capital to carry it out, and must be at first Uttar
acted with some loos : but if sufficient capital could have
been obtained it would so doubt have anoaseded. Beteg a
now scheme it was no doubt difficult to get capital, and the
' shares being 10!. each, it was thought better to issue scrip
certificates, which could be transferred Iran band to band,
and be read on. of the artiolee of aseorriatioo to that purport.
Mr. Lewis said that in the interpretation clause it said
that the shareholders should include scripholders as well ea
I members.

Mr. Poland mid nevertheless the holders of scrip were
sot members of the company. The anawar which he had
to the charge contained in the summons was, he mid, •
boot fide one. He said that when scrip certificates
were supplied the parties were not registered
as members until they had sent in • written
application for that to be done, and until they were regis-
tered he contended that they could not in any way he said
to be nientoers of the company. The question was who was
to be put on the list? The list was mad* out and deposited
ow the very day required ; but the directors, wishing to
comply with the act, had takes opiates of Mr. Carr, the
solicitor, upon the matter, and he was of opinion that all
the original *Rotten ought to be included ea members of
the coronary on the 10th January. The question was die-
coshed, and the opinion of Mr. Horatio Loyd, a gentleman
of reputation, was taken, and he stated that he was of
opinion that inasmuch as the scrip might love paved out of
the hands of the original &Bottom, they ought not
to be included as members of the company on
January 10th, as it might prejudice their rights.
Theo, again, the holders of the
easso.:i could
sot be included, as the scrip might have through
many hands, sad the present holders not aving brought
is their certidaatee, or given notice in writing to be
pieced on the list, perhaps could not be found. Acting
upon this opinion, the directors, as they thought, com-
plied with the sot of parliament, in seeding the list of the
registered members as they appeared from their books.
That • mistake might have been made be allowed wee pos-
sible, but he submitted that they had not w Wisely in-
fringed the act ; and to show that the directors had acted is
• bona fide meaner be should call Mr. Can, the solicitor to
the company.
The Lord Mayor asked if he was to snikistastl from Mr.
Polasd that the ecriphoklers were sot liable for the Just
debts of the company
Mr. Poised thought the original allotthea were Lade.
The Lord Mayor said that was somewhat at variance with
Mr. Polesd's argument.
Mr. Poland said they were, be thought, liable, although
they could not be said to be members of the company.
Mr. Anthony Can, of 25. Rood•lane, solicitor, was theft
galled by Mr. hilted. He said he wee the solicitor to the
Little Hampton, Havre, and Hotillenr Steamship Com-
pany (Limited). He wee °moulted ma to the tinkles out of
the list of the members of the company, end at hie nqsest
• list of the whole of the 'Bottom wee prepared. It w
bb Swaim that the whsle d rift abbess, Wiwi* the