The Sun.
London, England, 1855-08-06 00:00:00

LIMITED Li-ABILITY BILL.

Tl,is bill, as amended in c.mintittec and on recommit-
ment, has just been rrintecl. The bill, which his already
passed through the 1-1.0n,e f Cumuong, is eni.Wed A
Bill or Limiting the Liabihty of Members of certain
Joint-stock Companiee."
Whereas it is expedient to enable members of joint-
stock companies to iiroit the liability tor Vie debts and
engagements of such companies to which they are now
subject: Be it therefore 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 nresent Parliament assembled, and by the authority
of the same, as follows:

1. Any joint-stock ennpany to be formed under the
act of the Bth year of her Majesty, chap. 110 (other than
an assurance company), with a capital to be divided into
shares of a nominal value not less than 101. each, may
o►,tain a certificate of complete registration with limited
liability upon complying with the conditions following,
in addition t,.) doing all other miittrs and things now re-
quired in order to obtain a certifiCate of complete regis-
tration, that is to say—
(l.) The promoters shall state on their returns to the
office for provisional registration that such Company is
proposed to be formed with limited liability :
(2.) The word " limited" shail be the last word of the
name of the company :
The deed of settlement shall contain a statement to the
effect that the company is formed with limited liability.
The deed of settlement shall be -executed by share-
holders holding shares to the amount in the aggregate of
at least three-fourths of the nominal capita; of the com-
pany, and there shall have been paid up by each of such
shareholders on account of his shares not less than 201.
per centum.
_ .

The paytnena of the above percentage should be ac-
knowled,red in or endorsed on the deed of settlement, and
the fact of the same having been 6nia, fide so paid shall
he verified by a declaration of the pronioter.g, or any two
of them, made in pursuance of the act made in the sixth
year of the reign of his late Majesty King WilHain IV.,
c. 62.

And upon such conditions being complied with, and
such other matters and things cone, the registrar of
joint-stock companies shall grant a certificate of complete
registration with limited liability to such company.
. .

2. Any joint-stock company, except as aforesaid, now
or hereafter completely registered under the said act of
the Bth year of her Majesty, may obtain a certificate of
complete registration with limited liability, in manner
and subject to the conditions following ; that is to say—
The directors of such company may, with the consent
of at least three-fourths in number and value of its share-
holders who may be present, personally or by proxy, at
any general meeting summoned for that purpose, make
such alteration in the name, nominal value of shares,
and deed of settlement of the company, as may be neces-
sary for enabling it to comply with the conditions herein
before mentioned with respect to joint-stock companies
seeking to obtain certificates of complete registration
with limited liability; and upon compliance with such
conditions the registrar shall grant to such company, by
its new name, a certifici,te of complete registration with
limited liability; and thereupon all privileges and obli-
gations hereby attached to companies with limited liabi-
lity, their shareholders, directors, and officers, shall at-
tach to the company named in such certificate,, its share-
holders, directors, and officers.

3. Any joint-stock company, except as aforesaid, con•
stituted under any act of Parliament, whereef it shall be
proved to the satisfaction of the Board of Trade that not
less than 201. per centum of the capital of such company
has been paid up, may obtain a certificate of complete
registration with limited liability, in manner and subject
to the condition following ; that is to say,
The directors of such company may, with the consent
of at least three-fourths in number and value of its
shareholders who may be present, personally or by proxy,
'at any general meeting summoned for that purpose, make
such alteration in the name as may be necessary ter en-
abling it to comply with the condition in that behalf
herein-before mentioned with respect to joint-stock
companies seeking to obtain certificates of complete
registration with limited liability ; and upon compliance
with such condition the registrar shall grant to such
company, by its new name, a certificate of complete re-
gistration with limited liability ; and therefore all privi-
leges and obligations hereby attached to companies with
limited liability, their shareholders, direct Ors, and officers,
shall attach to the company named in such certificate,
its shareholders, directors, and officers.
4. Every company that has obtained a certificate of
complete registration with limited liability shall paint or
affix, and shah keep painted or affixed, its name on the
outside of every office or place in which the business of
the company is carried on, in a conspicuous position, in
bitters easily I,gible, and shall have its name engravers
in legible characters on its seal, and shall have its name
mentioned in legible characters in all notices, advertise-
ment-, and other official publications of such company,•
and in all bills of parcels, invoices, receipts, letters, and
other writings used in the transaction of the business of
the company.
s.—lt such company do not paint or affix, and keep
painted or affixed, its name, in the manner aforesaid,
each of the directors thereof shall be liable to a penalty
not exceeding five pounds for not so painting or affixing
its name, and for every day during which such name is
not so kept painted or affixed ; and if any director or
other officer of the company, or any pei son on its behalf,
use any seal purporting to he a seal of the company
whereon its name is not so engrave,' as aforesaid, or
issue or authorise- the issue, of any notice, advertise-
ment, or other official publication of such company, or
of any bill of parcels, invoice, receipt, letter, and other
writing used in the transaction of the business of the
company, wherein the name is not mentioned in the
manner aforesaid, he shall be liable to a penalty of 501.
6. No.increase to be made in the nominal capital of
any company that has obtained a certificate of complete
registration with limited liability shall be advertised or
otherwise treated as part of the capital of such company,
until it has been. registered with the Registrar of Joint
Stock Companies,; and no such registration shall be
made unless a deed is produced to the registrar, executed
by shareholders holding shares of ' the nominal value of
not less than 10/. to the amount in the aggregate of at
least three-fourths of the proposed increased capital of
the company,, nor unless it is proved to the registrar, by
such acknowledgment and declaration as hereinafter
mentioned, that upon each of such shares there has been
paid up by the holder thereof an amount of pot less than
201. per cent= ; and if any such increase of capital as
aforesaid be advertised or otherwise treated as part of
the capital of the company before the same has been so
registered, every director of such company shall incur a
penalty of fifty pounds; and the payment of the above
percentage shall be acknowledged in or 'endorsed on the
deed so produced, and the fact of the same having been
bona fide so paid shall be verified by a declaration of the
directors, or any two of them, made in pursuance of the
said act made in the sixth year of the reign of his late
Majesty King William IV., chapter 62.
7. The members of a joint-stock company which his
so obtained a certificate of complete registration with
limited liability, after such certificate is granted, not-
withstanding the provisions contained in the said act
of the eighth year of her present Majesty, shall not be
liable under any judgment, decree, or order which shall
be obtained against such company, or for any debt or
engagement of such company, further, or otherwise than
is herein-after provided.
8. If any execution, sequestration, or other process in
the nature of execution, either at law or in equity, shall
have been issued against the property or effects of the
company, and if there cannot be found sufficient whereon
to levy or enforce such execution, sequestration, or other
proceste, then such execution, sequestration, or other
process may be issued against any of the shareholders to
the extent of the portions of their shares respectively in
the capital of the company not then paid pp. Provided
always that no such execution shall "issue against any
shareholder except upon an order of the court in
which the action, suit, or other proceeding shall have
been brought or instituted, made upon motion in open
court after sufficient notice in writing to the persons sought
td be charged; and upon such motion such court may
order execution to issue accordingly; and for the purpose
of ascertaining the names of the shareholders, and the
amount of capital remaining to be paid upon their re-
spective shares, it shall be lawful for any person entitled
to any such execution, at all reasonable times, to inspect
the registrar of shareholders without Le.
1, 9. Where any company completely registered under
the said act of the eighth year of her present Majesty, or
any company constituted under act of Parliament, shall
obtain a certificate of complete registration with limited
liability, the grantTef such certificate shall not prejudice
or affect anyright' which previously to the grant of such
certificate has accrued to any creditor or other person
against the company in its corporate capacity, or against
any person then being or having been a member of such
company, but every such creditor or other person shall
be entitled.to all.such remedies against the company
in its corporate capacity and against every person then
being or having been a member of such company, as he
would have been entitled to in case such certificate had
not been obtained.
10. No alteration madeby virtue of this act in the name
of any company shall prejudice or affect any, right which
previously to such alteration has accrued to such com-
pany as against any other company or person, or whieh
has accrued to any other, company or person as against
such company, but every such company as against any
other company or person, and every other company or
person as against such company and the members thereof,
shall be entitled to all such remedies as they or he would
have been entitled to if no such alteration had been
made ; and no such alteration shall abate or render de-
fective any legal proceeding pending at the time when
such alteration is made.

11. Every pecuniary penalty imposed in pursuance of
this act shall be deemed a debt due to the Crown, and
shall be recoverable accordingly.
12. This act shall, so far as is consistent with the con-
tents and subject matter thereof, be taken as part of and
construed with the said act of the eighth year of her pre-
sent Majesty, chapter 110, and the act of the eleventh
year of her Majesty, chapter 78, and all the provisions
of the said acts, save in so far as they are varied by this
act, shall apply to persons and companies applying for
or obtaining a certificate of complete registration with
limited liability,
13. This act shall not apply to Scotland.
14. This act may be cited for all purposes as The
Limited Liability Act, 1855."

AUSTRALIAN EMIGRATION.—The number of sailings
from Liverpool to Australian ports during the past
month has been 12 shire, carrying 2,223 passengers, of
whom 429 went out in Government vessels. The Royal
Mail sailing-vessel James Baines, belougicg to the Black
Ball line of clapper-shirr, sailed yesterday (Sunday) at
noon, with the bi-monthly mail, a large cargo, and 460
passengers.