The Sun.
London, England, 1855-08-18 00:00:00

LIMITED LIABILITY ACT.

A!..hAceiloll;siftini_dimsTa:copy of the Lif,,c,i.tiamilty Act
71/ABILITY OF MEMBERS
Or eRRTAT.:I SuiNi-SrocK COMPANIES.—(I4Ta Ana ,
1855.)
Whireai it is` expedient to enable members of joint-'
stook companies tollMit, the liAbility for the debts And
engagements ofsuch companies to which they are now
subject-: De it therefOre enacted by the:Queen's Most
Excellent Majesty, by and with the advice and consent
of the Lords Spiritual and Temporal, r.nd.d.orntivins, iri
this-pre-sent Patliament assembled, and by the authority
of th 6 same., as folloWs

1.. Any joint-stock company to be formed under the
'act of the Bth year of her Majesty, chapter 110 (other
than an assurance company), with a capital to be divid-
ed into shares of a nominal value not less than 101.
each, may obtain a certificate of complete registration
with limited liability upon complying with the condi-
tions following, in addition to doing all other matters
and things now required in order to obtain a oertiAcate
of complete registration; that is to say,
(1.) The promoters shall state on thcir roterns to the
Office for Provisional Registration that such com-
pany is proposed •to be formed with limited lia-
• bility :-
(2.) The word "limited" shall be the last word of the
• name of the comPany : -
(3) The *deed of settlement shall cQutstlia a statement
to the effect that the co party is formed with
limited liability,
(4.). The deed .of Settlenient shall be executed byshare-
helders, not less than 25 in number, holding
shares to the amount in the aggregate of at least
three-fourths of the nernrnal 'capital of the coni
pany, and there shall have been paid tip lay each
of such shareholders on account of Lia shares not
less than 201. per centunt.
(I.) The payment of the &hove Weentage shall be
acknowledgad, in, or endorsed on, the deed of set,
turnent, and the fact of the same having been
140)wficte so paid shall be verified by a declaratlon
of the pratricsfew, or any two of them, made in
pnrsnanee of the act made in the Oth year of the
reign of his late Majesty Ring William I V., cap.
62.
And upon such conditions being complied with, and
such other matters and things done, the registrar of
joint-stock companies shall grant a certifioate of cam.
plete registration with limited liability to such company.
11, 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 certi-
ficate of complete registration with limited liability,y. in
manner and subject to the condition following that is to
•

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, nominal value of
shares, and deed of settlement of the company as may, be
necessary for enabling it to comply With the conditions
herein-befora mentioned with respect to joint-stock com-
panies seeking to obtain certificates of complete real*.
tration with limited liability ; and upon compliance with
such conditions the registrar, after the affairs of the
company shall at the expense of the company have been
audited by some person appointed by the Board of Trade,
and on certificate from the same board that the coru-
plete solvency thereof ha 3 been 'established on such audit
to its satisfaction, shall grant to such company, by its
new name, a certificate of complete ragiatration with
limited liability, and thereupol all privileges and obli-
gations hereby attached to ooropankle with limited
lia-
bility, their abareholders, directer 4, and Officers, shall
attach to the nernpany named in such certificate, its
shareholderj, directors, and officers,.
UL "Anyjoint•st‘ock
:company,. except as aforesaid,
constituted under any private act of Parlia.ment, whereof
'it shall be proved to the- satisfaction of the Board of
Trade, after the affairs of the c impany shall, at the ex-
pense' of the company, have been audited by some per-
son appointed by the Board of Trade, that the said cora-
qmny is perfectly solvent, and that not less than 20 per
eenturn of 3.4ths of the nominal 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 3-4ths in number and value of its share2eolders
who may be present, personally or by proxy, at any
general meeting summoned for that purpose, make such
alteration in the name and nominal value of shares as
may be necessary for enabling It to comfly with the con-
dition in that behalf herein-before mentioned with re-
spect to joint-stook companies seeking to obtain certifi-
cates of complete registration with limited liability ; and
upon compliance with such condition the registrar, on
receipt of a 'certificate of the solvency of the com-
pany, and of the payment of capital as before-mentioned,
shall grant to such company, by its new name, a certi-
ficate of complete registration with limited liability ; and
thereupon all privileges and obligations hereby attached
to companies with limited liability, their shareholders,
directors and officers, shall attach to the company named
in such certificate, its shareholders, directors, and
officers.

IV. Every company that has obtained, a certificate of
complete registration with limited liability shall taint or
affix, and shall keep painted or affixed, its name on the
outside of every office or place in which the business of
the oompany is carried on, in a conspicuous position, in
letters easily legible, and shall have its name engraven
in legible characters on its seal, and shall have its name
mentioned in legible characters in all notices, advertise-
ments, and other official publications of such company,
and in all bills of exchange, promissory notes, cheques,
orders for money, hills of parcels, invoices, receipts,
letters, and other writings used in the transaction of the
:bnsines of the company.
V. If 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 51. 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 person on its behalf, use any seal
purporting to be a seal of the company whereon its name
is not so engraveu as aforesaid, or issue or authorise the
issue of any notice, advertisement, or other official publi-
cation of such company, or of any bill of exchange, pro-
missory note, cheque, order for money, bill of parcels, in-
voice, receipt, letter, and other writing used in the trans-
action of the business of the company, wherein its name is
not mentioned in the manner aforesaid, he shall be liable
to a penalty of 501.,'and shall further be personally liable
to the holder of any such bill of exchange, promissory
note, cheque, or order for money, for the amount thereof,
unless, the same shall be duly paid by the company.
VI. No increase to be inade 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 101. 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
suchaeknowledgment and declaration as hereinafter men-
tioned, that upon each of such shares there has been

paid up by the holder thereof an amount of not less than
201. per centum ; 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 501. ; and the payment of the above per cent-
age 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., *hap, 62.
VII. The members of a joint•stock company which
has 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 Bth year of her present Majesty, shall not be liable'
under any judgment, decree, or order which shall be oh.
tained against such company, or for any debt or engage-
ment of such company, further or otherwise than is''here-
inafter provided.
VIII. If any execution, sequestration' or other pro-
cess 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, sequestra-
tion, or other process, then such execution, sequestra-
tion, 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
up, but no shareholder shall be liable to pay in satisfac-
tion of any one or more such execution, sequestration,
or other process a greater sum than shall be equal to the
portion of his shares not- paid up. Provided always
that no such
_execution shall issue against any share-
holder except upon an order'-of the court, or_ of a judge
of the court, in which the action, suit, or other proceed-
ing shall have been brought or instituted, and such court
or judge may order execution to issue accordingly, with
the reasonable costs of such application, and, execution
to be taxed'by a master of the said court ; and for the
purpose of ascertaining the names of the shareholders,
and the amount of capital remaining to be paid upon
their respective shares, it shall be lawful for any person
entitled to any such execution, at all reasonable times,
to inspect the register of shareholders without fee.
IX. If the directors of any such company shall declare
and pay any dividend when' the company is known by
them to be insolvent, or any dividend the payment of
which would to their knowledge render it insolvent, they
shall be jointly and severally liable for all the debts of
the company then existing, and for all that shall be
thereafter contracted, so long as they shall respectively
continue in office ; provided that the amount for which
they shall be so liable shall not exceed the amount of
such dividend, and that if any of the directors shall
01? e
absent at the time of making the dividend, or shall b.
jeet thereto, and shall file their objection in writing
,syroitmh
the clerk of the company, they shall be exempted
the said liability.
ny shareholder
X. No note or obligation given
to the company whereof he is a shareholder, whe_ther,