The Sun.
London, England, 1856-02-02 00:00:00

THE SUN, -LONDON, SATURDAY .EVENING, FEBRUARY 2 1856,

a caution to us against being led away blindly by precedent.
Here is a remarkable instance of a thing being proscribed
which is now generally recognised as having proved very
beneficial to most communities—viz., the right of association
among capitalists ; and this prohibition remained in force till
the year 1825, when it was first repealed. The Government
at that date still continued to look. very jealously on these
companies ; and, although it was then seen that they partook
very largely of the nature of corporations, yet it was only by
very slow degrees that it could be induced to regard them
in that light ; for in the first year of the reign of her present
Majesty it was enacted, not that joint-stock companies should
be allowed to sue under a corporate name (that was thought
to be too high-a privilege for bodies which had so lately lain
under the ban of the Legislature), but that they should be al-
lowed to sue and to be sued in the name of their public officer
—a most inconvenient and circuitous form of proceeding, and
one which showed the absurd and even ridiculous distrust with
which these associations were regarded. Then we come to the
law of 1844—the present Joint-Stock Companies Act. That
measure was the result of the report of a select committee,
which appears to have conducted its deliberations in a state
of mental perturbation scarcely less violent than that which
prevailed in the days of George I. For, when I look at their
report, I find the headings of the different sections of what
one would generally expect to be a very demure and quiet
sort of document running thus :—" Form and Destination of
the Plunder," " Circumstances of the Victims," " Impunity
of the Offenders," and the like ; so that a hurried glance at
the contents might make one really fancy he was reading a
novel instead of a dry heavy blue-book. (A laugh.) This
committee, however, notwithstanding their excitement, evi-
dently examined the matter with great care, and arrived at .
a conclusion to which I invite the attention of the house, be-
cause it illustrates the animus and the principles on which the
act that lam about to discuss was founded. The decision of
the committee, although I do not blame them for coming to
it at the time when they considered this intricate subject, is
nevertheless hardly one which this house will now be dis-
posed to sanction or support. They divided these companies
into three distinct classes—the first being those which, faulty
in their nature, were based on unsound calculations, and
could not possibly succeed ; the second those which, let their
objects be good or bad, were so ill-constituted as to render it
probable that miscarriages or failures incidental to misma-
nagement would attend them ; and the third, those which were
fraudulent in their object, being started only to create shares
for jobbing purposes, or to secure, under the pretence of car-
rying on legitimate basiness, an opportunity of raising funds
to be divided among the adventurers who projected them.
The committee state that, for the third class of companies, the
remedy is; easy; that the compulsory publication of thenames
of the shareholders and directors would suffice to baffle every
case of fraud that had come under their notice ; that, in fact,
the only class which could not be satisfactorily dealt with
were those which were faulty in their nature, and based on
miscalculations, such as 2 and 2 make 5. This act appears,
therefore, to have been introduced in the belief that it was in
the power of the Legislature, by its enactments, to correct
every evil relating to those bodies, except those growing out
of flagrant miscalculation in figures. Indeed it was then
confidently asserted that a certain cure could be effected in
these matters ; but I wish to show the house how ill the per-
formance has kept pace with the expectation held out, and
how signally the machinery, which was supposed so very effi-
cient, has broken down in the hands of those intrusted with
its working. The Joint-Stock Companies Act, 7 and 8 Viet.,
c. 110, however, passed. It provides that there shall be a pro-
visional registration—that is, that the promoters of a cora-
pans, shall register the names of its subscribers, their objects,
and other matters of that kind, before they are allowed to
allot the shares, or to do other acts that are specified, and be-
tween the periods of provisional and complete registration they
are not permitted to deal in shares or in scrip ; and they
are likewise then forbidden to do anything except for a tempo-
rary purpose. Next, they are required to execute a deed con-
taining 11 requisitp, which are enumerated in the body of the
act, and 38 more that are comprised in the schedule which the
registrar is to see inserted in the act. This is to bo signed by
one-fourth of the shareholders, holding one-fourth of the stock,
after due compliance with which formality the company
is entitled to complete registration. The rest of the
alt is taken np with (clauses, either dealing in minute detail
with the internal government of the company, or speci-
fying a vast number of returns to be made by it upon
different matters connected with its affairs—a provision
which has turned out in practice to be totally inadequate
for the proper registration of the shareholders. Such is a
general outline of that measure, as far as it is necessary for
me now to describe it. Upon this was ingrafted, in the last
session of Parliament, the Limited Liability Act, which pro-
vides that, in order to obtain a certificate under the Joint-
Stock Companies Act of 1844, a deed shall be executed by 25
partners, holding three-fourths of tte company's capital, and
paying up 20 per cent. each, upon which limited liability
shall be granted. That, then, is the state of the law at pre-
sent ; and of course, before I ask the committee to agree to
alter it, I am bound to show them that it labours under vari-
ous and serious defects. Unfortunately, I shall have no
difficulty in executing that task. And, first, as to provisional
registration. It was no doubt intended that the law should
watch over an infant company, as (if I may so express my-
self) it would watch over a child, so as to guard against its
committing itself by doing any act that would irretrievably
and permanently damage its interests before it has arrived at
years of discretion, in a manner, in fact, analogous to that in
which an infant in law was protected until it had attained the
Now,, however reasonable this view may be in
theory, it has proved to be one far too refined for actual prac-
tice ; for the result has been that some companies have
treated provisional registration as the only registration that
is necessary, and have gone on ever since without complete re-
gistration in open defiance of the law; while others have treated
this registration (to use the language in vogue among diploma-
tists), as non arena, and have subsequently come out with to-
tally different aims and objects from those which they ori-
ginally contemplated. The act has, therefore, been practi-
cally set aside, and has no effect whatever even in prohibiting
the sale of scrip, because, unfortunately, the prohibition was
addressed to the Stock-Exchange, which I will not call a
lawless body, for it is actuated by the highest of all laws—
the law of honour; but like all bodies acting under that law,
it is independent of Parliament, and therefore, although the
statute says that the Stock-Exchange shall not negotiate the
scrip of provisionally registered companies, yet the Stock-
Exchange in this case is like an imperium in imperio, and
such shares are as freely bought and sold there as though the
companies were completely registered, The object which the
framers of the act had iu view was no doubt a •good one,
being intended to put a restriction upon half-formed and im-
mature companies, which are not ripe for uncontrolled action.
A better principle, however, would have been to accelerate
the attainment of their majority by the companies, and to
declare, in fact, that none of them should be permitted to
come into existence until they were able to undertake all the
liabilities and duties of a company. Thus quasi companies
would not have been allowed, as at present, to be started,
until all the preliminary negotiations incidental to their get-
ting up had been fully perfected:: I should not expose them,
in relation to the execution of a deed with 11 requisitions of
one class to be complied with, and 38 more of another, to all
the trouble and expense to which they are now subject ;
and this, too, in regard to matters which the companies
are quite competent to manage for themselves, and which
are exclusively personal to them, the public having no pos-
sible interest in them. (Hear, hear.) There is also an-
other provision as to the subscription of one quarter of
the shareholders holding oue quarter of the stock of I
the company, which is deserving of attention. It was clearly
established in evidence before the committee moved for two
years ago by my hon. friend the member for Westbury,
that for the modest consideration of one shilling, and
other moderate sums, as many so-called shareholders
could bo got to sign the subscription list of a com-
pany as the projector pleased. As this matter is
one of great importance, seeing that the whole
foundation of the law I am about to propose to the commit-
tee turns upon it, 1 will take the liberty of reading a few
brief extracts from the report of the committee. I find that
the registrar of joint-stock companies, Mr. Whitmarsh, who
was examined before that tribunal, states very compendiously
that the returns which the act requires, and which are enor-
mously bnrdensome and expensive, aro worth nothing—that
the act is very much evaded, companies being frequently
formed with no other foundation than that supplied by men
of straw. I beg the house to compare this testimony with
the prognostications made in the report of the select com-
mittee to which I have previously referred, because I cite this
as a general proof of the inference which I wish to deduce—
viz., that it is quite impossible for any legislation that we can
devise really to protect the public in matters in which they
are fully able to protect themselves. I will first refer to a
very remarkable prediction made by Mr. Bellenden Ker in
1837. That gentleman is a high authority on the subject,
having been engaged in settling the deeds of joint-stock com-
panies for many years past, and he says t—
" In the consideration of this part of the subject other
points of importance occur ; first, whether, previously to
the formation of such partnerships"—joint-Aock companies
—" it should be made requisite that a certain part of the
capital should be paid up, or that there should be any regula-
tions concerning periodical returns of the state of the affairs
of the company, or for the appointment of auditors of the ac-
counts by the shareholders at large. It is probable, however,
that the best course would be to leave these matters teethe
agreements and provisions of the parties interested, more espe-
cially as any measure requiring that the capital, or part of it,
shouldbe paid up would be liable to evasion, and, moreover,
would be of difficult application in many cases. It is also to
be observed, the provisions proposed do not confer any provi-
sions proposed do not confer any privilege or immunity on
these companies, but merely bring them within the effectual
reach of the law, and only accomplish, as regards all partner-
ships, what is now the law regarding banking partnerships
and what is frequently permitted to dempanies by private acts
charters, or letters patent." ,
It appears that this gentleman, a man of great experience,
seven yearsieefore-this act was passed foresalse and Clearly
predicted that all the provisions intended to protect the public
would end in affording no protection at all—that they would
be at best nugatory ; and I shall show that they have been
absolutely mischievous. I will next read an extract from the
report of the Insurance Committee appointed on the motion
of the hon. member for Westbury :
" With regard to provisional registration, it appears that
the law as it now stands does not afford the security which
was contemplated by the act of 1844, inasmuch as the repre-
sentations made by the prospectuses and advertisements issued
by new companies often vary very materially from the objects
for which they have been provisionally registered, and there
appears to be no means at present to prevent deception and
misrepresentation being practised on the public in this way.
Nor are the regulations required in order to obtain complete
registration more perfect for that purpose. It is required by
the law that the deed of settlement should be signed by share-
holders equal to 1-4th in number, and representing 1-4th of
the proposed capital of such companies; but it appears from
the evidence of Mr. Whitmarsh that this provision has been
anquaulniheitsaliiyays etLelhvyeuaagadiboeduoLvd_dby tombean nasvonfryfalisnenannffidefianundt unleennutristiygnfoartntrhens
objects contemplated.e It appears also that it has been fre-
quently
with a very there are other means of evasion, and their
ing complete s(hmr "by companies commencing busi-
capital, and, immediately upon obtain-
registraton, greatly increasing its amount, which
they are enabled to
recourse rbsee
etvoadtheed officer
of the registrar,'
before lion. frien
It appears, then, that wtiliteheoelltp'rf'elei.tiel:'ieol,,.
thatat w e should,
some of the witnesses examined
ther regard
01,8
coamnd.
nsittee stated, with great couraagne
case,
With the who to fault was
hth
them to be evaded any longer, , not suffer
to restrictive
in the law. It is always the
uenough, and that
laws, that there is a craving for full',
m
strictions you impose in the first instance .iLati°n• The re;
can still
value, but you are told they do not go r may be of some
be
these projects if they' are meant to do any good thsre
further and further. It is said t,
quently originated by men of strew, " Oh,PtVeetB are froen"
of the witnesses, " arra the rey; istrar with inquisitorial °46
and lot him inquire into theecircumstances and re.- Isswe.
of every shareholder." nest is one suggestion.
said that companies may,
begin with a small ear tal is
also
these restrictions, andpunder
that when they have
gone on for a little while with a smelt _
capital they can double or treble that capital without an, restriction. sow, can
that f Are you able to say that . you prevent.
7 Will companies shall not increase
their capital yem empower the registrar, or any other
person, to judge what capital these trading companies shall
raise ? You begin by encroaching upon natural liberty, and,
in order to make that encroachment effectual, you find that
you must proceed to an utter deprivation of liberty, until, to
carry out your prindple logically, you will haveatake the
whole management cd these companies out - ban ds of

the people, to whom it belongs, and vest it in the Board of i transact its own business with others, and it is therefore not
Trade, or in some branch of the Government. I leave the ‘ only for its own convenionee, but for that of the public, that
committee to imagine what would be the result of such a I it should combine, so that it may both sae and be sued in ono
course.. The committee say with regard to the operation of single name. (Hear.) It should be hold as one single person,
the present law—
and for that reason we should throw no obstacle -in the way
" That the acts which have already been passed with a of incorporation, as it is for the interest of the public as
view of controlling the operations of insurance societies have much as for that of the company itself that it should be so.
been rather hurtful than beneficial for the very objects they It is no privilege, but a right to be conceded, a state of mis-
had in view ;"—and what is said of insurance societies is chief to be corrected ; and it is necessary, because such a
quite as true of others—" that an apparent compliance with company is so numerous that it would be difficult otherwise
the provisions of an act of Parliament, and a certificate of to proceed against-it. (Hear.) I now propose to show that
complete registration, while they have proved entirely in- the fact of a company being established on the principle of
effectual for their professed objects, and no real security to limited liability does not strengthen the case in favour of
the public, have afforded facilities, under the sanction of Par- those restraints and safeguards which have hitherto been de.
liamentary authority, embodied in regulations administered mended on behalf of the public. What I said of incorpora-
by a public department, for the formation of companies and tions may be applied to companies with a limited, liability.
the perpetration of frauds which could not otherwise have It is not a question of privilege ; if anything, it is right, and
been accomplished."
upon that ground we gave our assent to the act of last sem-
So it appears that those provisions which, it was believed, sion. The principle is the freedom of contract and the right
would have worked a certain care have been the very means of unlimited' ssociation—the right of people to make what
by which fraud has been perpetrated. contracts they please on behalf of themselves, whether those
" And it has been further contended that it is impossible contracts may appear to the Legislature beneficial or not, as
to make such regulations causistent with the free develop- long as they do not commit fraud or otherwise act contrary
rent of private enterprise, which, so far as the public is con- to the general policy of the law. It is easy to make any-
corned, will not prove more piejudicial by lulling private thing a privilege. If you deny a man the most ordinary right,
prudence and vigilance than beneficial in respect to any in- it becomes an inestimable privilege. The process is this—it
creased security which they can confer." begins with prohibition, then becomes a privilege, and last of
It seems, then, upon the opinion of very competent witnesses all a right. Till 1825 the law prohibited the formation of
that these acts, so far from having been a means of prevent- joint-stock companies. From that time to the present it has
ing fraud, have only afforded facilities for its commission, be- been a privilege, but we new propose to recognise it as a
cause fraudulent persons have availed themselves of the sort right. So with limited liability ;at first it was prohibited.
of prestige which is gained among ignorant people by a pre- Then came the statute of the first year of Victoria, which
sumed association with the Government, and have announced gave the Board of Trade power to relax the law in certain
companies as " established by act of Parliament," or as "pro- cases ; and, lastly, the act of last session extended the privi-
visionally registered," and have thus given them a colour of lege, but still imposes restrictions. Having thus gone through
respectability. It therefore appears to me that when the Go- the first and second stasees—prohibition and privilege—we
vernment attempt, by a system of artificial restraints, to test propose now to take our stand upon the only firm foundation
the worth of any commercial undertaking, they endeavour to on which the law can be placed—the right of . individuals
do what they are not able to accomplish. Indeed they leaner to use their own property and make such contracts as they
have not the means of effecting such an object. The formal re- please, to associate in whatever form they think best, and to
1 straints which they devise can be complied with by the honest deal with their neighbours upon such terms as may be satisfac-
trader, who requires no certificate, and will be evaded by toryto both parties. The restrictieushitherto placed upon trade
the fraudulent, who laughs at such restraints. Bat not only ing companies were intended to effect one of two objects,
do these provisions prove nugatory : they serve as traps to the either to secure the stability of the company or to
unwary. They give credit to unsound and unsubstantial -prevent fraud. Is there anything in the nature of companies
concerns, and in a great degree facilitate the very frauds with a limited liability that should make them less stable or
viclich they were intended to prevent. Having now described more fraudulent than unlimited companies? I should say
the acts which we propose to repeal—for the proposition of the contrary. (Hear, hear.) Fraudulent people will never
the Government is to repeal both these acts and the Limited form a limited liability company. Their own liability, of
Liabilities Act of last session—it may save time if, before I • course, is a mere bagatelle, unworthy of their notice. What
state the details of the measure which I shall ask leave to in- they desire is a large credit, and to obtain that they endea-
- troduce, I explain as briefly as I can the principles upon which your to get as many persons as possible pledged to the utmost
we believe that future legislation should be based. We en- extent of their fortunes. It is plain that to such people an
tirely repudiate as the basis of legislation the principle upon unlimited liability is a hundred times more advantageous
which the present joint-stock companies acts are founded, than a limited liability. A companY formed on the principle
that it is in the power of the Government to prevent the in- of limited liability carries on the face of it something like
stitution of fraudulent companies. We do not believe that it prudence and caution. Its shareholders seem to say, "We
is in the power of the Government to supersede the vigilance have entered into a partnership, but it is impossible to tell
of individuals, who are actuated by the strongest personal in- what may, happen, and since the company may fail we will
terests
,to detect these frauds ; and, although Ido not mean not risk all we possess in any commercial undertaking what-
to say that many frauds will not continue to occur, I believe ever." Such is the, nature and composition of a company
that is a necessary incident of a large commercial society, and which is supposed to offer such facilities for fraudulent pme-
that it is an evil which cannot be met or cured by way of an- tices that it ought to be subject to restrictions which can be
ticipation by any legal enactment-whatever. Ido not think justified only on the ground that fraud is actually intended. it is a fair or right principle to embarrass, perhaps a hundred Nor have we more reason to doubt the stability of a limited
honest, sound, bona fine concerns, in the vain and futile ef- than that of an unlimited company. Nobody can tell
-fort to correct the hundred-and-first, which may be of a con- a priori to which thu preference in that respect may belong.
trary character. (Hear.) I think that in such a case, with The stability of a company depends upon two things—cha-
the view of doing a little good, you would do enormous rector and capitaL But the character of a limited company
harm, and you would set up a principle inimical to the well- may be quite as good as that of an unlimited company, and
being of civilised society, for, unless we deal with each its capital may be as large. People confound unlimited with
other upon some presumption of confidence—unless we infinite, and think that the capital of an unlimited company
assume that a man is honest until ho is proved to be a rogue is generally large. There could not be a greater mistake.
—the disruption of human society must necessarily follow. A limited company may have a capital of one or two millions,
Fraud and wickedness are not to be presumed in individuals, while an unlimited company may hot be worth a thousand
Why, then, when individuals are united together in society, pounds. The-capital of the latter is raised with difficulty ;
should fraud and wickedness be presumed in those societies, that of the former, owing to the terms of subscription, will
which, after all, are but an aggregate of individuals, but indi- be larger and the borrowed money less. Hence it follows that
viduals in the ease of each of whom there is the presumption the limited will be Wore stable than the unlimited company.
of innocence ? We must base these laws upon the principle by My object at present is not to urge the adoption of limited
which human transactions are guided, and the rule upon which liability. I am arguing in favour of human liberty, that
men in business everywhere act is that persons are to be people may be permitted to deal how and with wham they
treated with confidence until something is proved against their choose without the officious interference of the State ; and
character. The commercial intercourse of countries and of my opinion will not be shaken even though a single limited
wtheirsegardeaopt
tceidty. and
memaypifiaercthouerldonbosetry
go e
tahecaeontrraearytrarioutlea
shouldcompany may not be established. It is right the experiment
be tried, and in my judgment the principle we should
upon the creation or institution of commercial concerns tend adopt is this,—not to throw the slightest obstacle in the way
tohna t if
very much to delay, and in such matters delay is fraught with of limited companies being formed, because the effect of that
danger. While a company is inchoate—before it is formed— would be to arrest ninety-nine good schemes in order that the
the rights of parties are ill-defined, and rest upon no strong or bad hundredth might be prevented, but to allow them all to
assured basis. That is, no doubt, the evil which was intended come into existence, and when difficulties arise to arm the
to be remedied by provisional registration, but I take it that courts ofjustice with sufficient powers to extrava
such an evil is not to be cured by law. Rights are undefined, in the management of compaienies, ands
to
save check
emiro the
e
because men do not know what their rights are, and therefore wreck in which they may be involved. That is the only, way
cannot define them; and they often incur responsibilities 'an- in which the Legislature should interfere, with the single ex-
•knowingly, and are plunged into difficulties and embarrass- ception—a very essential one—of giving the greatest publi-
ments which they would have avoided had they been able to city to the affairs of such'companies, that everyone may know
form their companies at once, and proceed immediately to ac- on what grounds he is dealing. ( clear.) I now come to ca-
tion. The crisis of monetary affairs in which a company has plain the provision:tot' the bill which I propose to introduce.
been formed passes away, and it has to be organised under cir- The acts we propose to repeal are the Joint-Stock Companies
curnstances under which probably no one would have thought Act, the Act amending the same, and the Limited Liability
of establishing it ;or those by whom the company has been pro- Act of last session. The new bill has a double principle—com-
jectecl are in a difficulty whether to abandon the undertaking pulsory and permissive. The compulsory clauses provide that
and to return the money, or to attempt to carry it on. Every all partnerships consisting 'of more than 20 members, and
man of business must know that any delay in the formation of established for purposes of gain or profit, shall be incorporated
a company is frequently attended with such results. It is not for for the benefit of the public, and in order that any legal pro-
any fancied security, for anysupposed advantage, that weoaght ceedings in which they may be engaged may not be unneces-
to lay restrictions on the freedom of mankind iu matters like sexily delayed. (Hear.) By the second part of the bill all
these, and so far as we have yet gone it would be impossible to partnerships or associations consisting of more than 6 and less
show anything that comes near to a necessity for the imposition than 20 members, having gain and profit for their object, as
of such restrictions. The only ground on which you can defend well as all associations whatever, whether established for edu-
such restriction is that it prevents fraud, which you have cation, religious or any other legal purposes, if they consist
no right to do, or that it secures stability, which it is impels- of more than six members, arefpermitted to avail themselves
Bible by any Government regulations whatever to attain. of the benefits of the act. There are two classes of companies
I shall now proceed to consider the nature of the restrictions omitted from this bill. I say 'EIS-with regret, but it has been
imposed upon companies, and to show how little validity done in adherence to the principle on which the measure has
they have either in fact or in argument ; and, in the first been framed—to confine ourselves to the amendment of the
place, with respect to the payment of a certain amount of Joint-Stock Companies Act, and to the application of
capital. I admit that in the case of railway companies the limited liability to large and small partnerships in the most
principle of enforcing the paying up of a certain amount efficient manner, without interfering in difficult questions
of capital is a good ono, because it affor as a protection, to the such as those connected with banks. Banking companies
public—the capital being ready for eao purchase of property, have an act of their own, and therefore we do not propose
or to be returned to the depositors if the concern is not car- to include them in the present bill, though, individually, I
ried out ; and it is only reasonable that men who come to should have wished to apply the same law to all companies.
Parliament, asking powers to take the property of their (Hear.) The second exception, which I also regret, relates
neighbours, should give evidence of their sincerity by paying to insurance companies, which have been omitted in defer
up a pprzion of the amount required. (Hear.) But the case once to opinions that we are bound to respect. Ido not
is quite different with regard to other concerns. Taking the think that the provisions of the bill will ever be applicable to
Limited Liability Act as it now stands, it is required that 20 companies established on the principle of mutual insurance,
per cent, shall be paid up of the amount of subscriptions, which are not joint-stock companies at all, but lam con-
and that the fact of such payment having been made shall be winced they might be applied with advantage to other kinds
proved by a declaration made by two of the promoters. Now, of insurance companies. We have omitted them, however.
in the case of bona fide companies I can imagine nothing in deference to the opinion of a select committee of this
more embarrassing than this. lt involves such companies house, which sat on the subject some years ago, and which
in a great deal of difficulty, and I have strong complaints declared in its report that the business of insurance com-
from various quarters of the difficulty and embarassment panics differed so much from that of ordinary companies that
which have been experienced in forming bona fide companies it was desirable to repeal all the provisions of the Joint-Stock
from this cause alone. (Hear, hear.) This provision was Companies Act, so far as they related to insurance societies,
not meant to hit the honest, but the fraudulent ; but it is evi- and to deal with them in a separate measure. I will now
dent that fraudulent companies can easily evade it, for they state how the company is to -be formed. We abolish the
have nothing more to do than to get two of their promoters present system of registration, and every company affected
to make a declaration to the effect that the amount of capi- by the act is to sign a document which they call in America
tal required by the statute has been subscribed, no power " a certificate of deposit," but which we propose to call a
being given to inquire whether it has been really subscribed " memorandum of association and registration." That docu-
or not—(hear, hear)—so that while you are annoying and ment is to be signed by at least seven shareholders ;itis to
embarrassing bona fide concerns, you are not in the least de- contain the name of the proposed company ; to state the ob-
gree placing a check upon those that are fraudulent. On ject of the company; whether it's 'to -be limited or unli-
the contrary, if they succeed in satisfying the Government, mited; the number of shares into which it is'to be divided ;
they obtain a spurious merit to which they are by and, if the comeauy is limited, the word "limited" is to
no means entitled. (Hear, hear.) By this enactment appear. That document is to be filed with the registrar,
also you are teking the business of people out of their and upon its being filed the company is to be entitled to
own hands. It is often a disadvantage to a concern registration, from which it follows that it is incorporated
to start with a great amount of paid-up capital. (Hear.) and possesses all the privileges of a corporation, with the
Sometimes, for example, the money may be wanted for the right of suing and being sued. The next step relates to the
purchase of mines, which it may be desirable to acquire at deed of settlement. We have prepared and appended, in
the very outset, but from the state of the law a long time the schedule of the act, the bylaws of a company, which we
may elapse before such a purchase can be concluded. What call the " articles of association." We have taken them
worse thing can you do for a company in such a case than to from the ordinary rule; adopted in joint-stock companies,
require that it should pay up a large portion of its capital ? and have applied to them the principles of the Railway
(Hear,) It is highly injurious in two ways. In the first Consolidation Act. When those articles appear to be appli-
place, it imposes on the directors a temptation to steal, cable to a company, t!ley may be adopted bodily without any
(Laughter). They have got the money and dont know what expense ; but if it should turn out that those rules are not
to do with it, and in such cases it is apt to stick to people's applicable to a particular company, the company wil! have
fingers. (Laughter). In the second place, it very often per- the power of filing a document with their memorandum of
petuates the abuses of unsound and unwise concerns after association, either specifying the whole code which theyhave
the • fallacies on which they may have been based have been agreed upon, or enumerating such of the rules as they do not
found out ; because those who have the money and are, adopt, and giving those which they substitute for them,
perhaps, making a good thing of it think it would be sparing There is no compulsion, therefore, in the matter. We leave
the Egyptians to return it, and thus they go on employing companies to form their constitutions as they please ; but if
the capital of the shareholders, often to their own destruction. the constitution proviled by the act be suitable to the pro-
(Hear.) I shall say no more on the subject of capital required motors, they will have the advantage of being able to adopt
to be paid up, as I think I have said sufficient to show that it without expense. Next, as to the register of shareholdeill,
it gives no safety or security to the companies on whom it is The present mode of attempting to keep a register by means
imposed. But there is another point on which I have the of the public registrar has, as hon. gentlemen arc no doubt
misfortune to differ from sore gentlemen in this house, for aware, entirely failed. We propose, therefore, that the con-
whose opinions I entertain, the greatest respect, to which I panies shall be Compelled, themselves, under penalties, to keep
shall for a moment advext. There are many who would not a register Of their own shareholders, which shall be accessible
require companies to pay up a certain amount of capital who to the Public at reasonable hours; and that that register shall
yet think it necessary that this House should fix the amount be aanclusive evidence as to who is a shareholder and who is
or number of ahares. I now beg to observe, on this part of :sot. This will enable us toget rid of all those embarrassing
the subject, that I think such an interference is whorl ' •ey questions as to what Constitutes a contributory, which are fre-
unueessary, and would be productive of-evil. What eeeesses quently found to be so perplexing in winding up cases. The
strongly on my mind, and is veith me one of the most clauses as to the management of the company I pass over, be-
pow,
arguments against it, is that these eompanies are cause the management we leave to the companies themselves.
much desired by the poor, and that there, are many things Having given them a pattern, the State leaves them to manage
in which they take an interest, and wit' regard to which it their own affairs, and has no desire to force constitutions upon
would be desirable to obtain theme co-operation, (Hear.) these little republics. W require, however, that a Thera are are various matters that ehey would often be inclined sheet, which shall contain certain items, shall be filed every
to connect themselves with, telt if you fix a Large amount for year
with the Registrar of Companies ; and, as we prescribe
shares this natural wish it. would be impossible to realise. I a form, we shall at least succeed in obtaining an uniform
have in my possession letters from persons of that class who sheet, so that the shareholders will be able to compare the
are desirous to establish, for example, a cotton mill by means accounts of succeeding years and to gather some informs-
of a company with 1/. shares. Ido not say whether such a tion from them. (Hear, hear, hear.) I now come to a new
scheme as that will succeed or not. It may or it may not. I clause, which I hope may be found to be of great bone-
am afraid these co-operative undertakings have not been, gene- fit to companies in distress. It shall be lawful for share-
rally speaking, prosperous ; but, whether that be so or not, holders ' holding one-fifth part of the shares of any com-_
can we imagine a more impolitic State of the law than that pany to apply to the Boidel of Trade, at their own expense,
Which permits associations to be formed by the rich, but to have the affairs of the company inspected ; and the Board
denies them to the peer ? (Hear„ hear.) When w„lio, of Trade may, according to their discretion, appoint inspectors
those who are possessed of capital to establish companies for to investigate the affairs of the company, and to m Ike a re-
their mutual benefit, and when contests take place between, port, which report shall be the property of the persons who
capital and wages, shall we not allow the workmen to enter pay for it. This proceeding will not necessarily be attended
upon the formation of companies for themselves, because we with any publicity It is borrowed ins some degree from the
think it right to fix as the amount of shares a span larger New York code; but there is this difference, that in New
than they can possibly raise ? (Hear, hear.) Let them try York the application is made to a court of justice and there-
the experiment or they never will be satisfied ; and be assured fore involves, as a matter of course publicity and expense ;
that there can be no more flagrant specimen of law than that whereas we propose that the application should be to the
which givei facility to the rich and excludes the poor from discretion of the Board of Trade, and it will not necessarily
combining in any matter of trade or for any legitimate object entail either the one or the other. This is a very important
that they may demand. (Hear, hear,) Take, as another provision, and it will do More, I believe, to remove the real
example, the truck system. Wiles can be a more natural grievanees
„ tinder which shareholders labour than any restric-
remedy for people who find Lira Wes the only shop to which tions weat could be imposed upon the formation of companies-
they have access they are ebaated by having to pay a price , wear, bear.) We propose to repeal the existing Winding-up
,
far beyond what is fair
,:4nd just, that they should join ea- Act, which has not worked very satisfactorily, and to replace
gether their small earnings, in order to save themselves from that act by a new ono. The following are the terms upon
the overcharge, and the adulteration, and all the opprasions which we pro may be wound up :—A
pose that a company .
to which they are subeected I Hear,(hear,) -
I shall deeply company may be wound up by the Court whenever i
t is un-
regret if it is no
:e the polioof this able
y
measure which 'we are prepared to lay before it this for the benefit of the' shareholders, shall be taken to be
ay on
It
matter—a in:iasure which I believe to be cast in a spirit of "for the benefit of the shareholders " whenever three-fourths
presscompreheresive liberality ;' or if any difficulty should be ee. in number of the shareholders; holding half the capital, de-
ed as to giving facilities to poor persons in the conduct clam so in publi • bled • whenever the company
c meeting assembled , .
eairs of which, they themsel ' for the s ace of a
yes may be expected to os does not commence or suspends its business p
th
.e best judges. (Hear, hear.) The onl which whole Year; whenever the shareholders are reduced in nun-'
argumeat
f have heard against these small share COreapan''' . -that they ber to less than seven • or whenever it is declared by the
will lead to gambling. It is not imaassite 0 11
Is' this to Couh that it is for the interest of the shareholders, and not
that may.
some extent be so ; but if we were Co - "'
wound
injurious to the public, that the company shall bo .
refrain from legislation on all matters that might possrol- %.
taken to be "unable to pay its
ey lea- dto gambling, the con- tip; and a company shall be
sequences would be more ce _
emPrehensive than at Bret si ht
a. debts" whenever it neglects for three weeks to pay a debt
might be imagined. On.. eses aes, login e
with respect to which a notice has been served, or whenever
burning haystacks lei' Principle we should by
(Laughter,) If w
-4 People should draw street!! out of them, , execution has issued upon a judgment decree. The applica-
the people in ito let alone I tion for winding up is to be by petition. Both parties wi 1
. all offences and restrain ,
e _ ~1 d were
,o 3 exercise of all their privileges lest a bad use / appeartetfOri, :h`Court, (and the case will be heard and
shouldr! De -Anade of them, we should soon as a people be de. I decided; and the Court 'will be enipo7flred to order either
Five et-everything that we now hold as valuable. (Hear.) I that the company be wound up absolutely, or the; It 44,11 be
1 c:.ffile now to another subject, and that is as the question ! wound up unless its debts be paid within a certain bolo.
affects great incorporations. It is usual to say that, as these i This may appear to be a rather summary proceeding against
pmPanies come to the Legislature for favours and for privi- i companies, but it must be remembered that we propose to
teges, we can impose upon them what terms we choose—that I abolish the right of suing individual members of companies,
we can make them submit to whatever restrictive or injurious and to require that units shall be only brought against the
law we like, Now, I protest against the use of the word ; companies themselves, In fact we make these companies cor-
e'ePrivileee " in such a case as this, (Hear.) In matters of I porations, and we endow them with the attributes of cOrP°-
raMeree and exchange of buying and selling, and of con- 'rations. Thiais a alteration of the law of considerable ins-
tinct, it is i 'I
n
be any
privileges, (Hear.)
that under a just Government there can portance, and r think that it is jets ;ified by these considerar-
before telaw (Hear.) All associations ought to be equal tions :—Suppose a company of large capital, it is clearly for
toand there can be no greater injustice than for I the interest of everybody that, if it cannot pay a debt ofhlet
a Government'
elation on the ask for any undue exactions from any asse- it should be womed up, and I think that there can beno harm
above their fellows hand,
or to give to any of them advantages , in winding up a company so summarily when we look at thef
privilege. A
aoiWis on the other. - (Hear.) Bat there is no I analogy of the bankrupt Saws. The fact of lying in prison
andos:
iu the lightefPan Particular incorponstion is just to be considered 1 21 days without Paying a :debt is an act of bankruptcy,
weeks
the public that tho h:vidual, and it is for the advantag Ie of eve propose that the non-/ myment of a debt for throve
legal iuCtuater that eOrleeratiou takee placo. It is a sort of I shall be an act of bankrue Ito), in the case of e cempan..
.Whens
eauano without the recoguitioh ot lityr • 6 MAU 16 hZlable tO pa 4j olfgiitOrs ill fa they 4"" g 4114
- " - - ? g —' • -

of joint interest in him : the failure of their absolute rights
sets up relative rights and makes them a sort of quasi corpo-
ration ; but in the case of a company not only the creditors,
but the shareholders also become a quasi corporation, and the
bankruptcy principle is doubly urgent and calls doubly for ap-
plication. (Hoar, hear.) Iu the case of companies, with either
limited or unlimited liabilityeit is desirable for the general
good that a eredi or should be prevented from the assertion
of his private rights when the whole body of creditors have
an equal interest in recovering from the company. Under the
circumstances, therefore, I apprehend it would be wise to de-
prive parties of the power which they now p ssess of suing
individual members of the corporation, but in order to com-
pensate for that we ought to give them a more summary and
compulsory remedy against the companies in their corporate
capacity. It is also proposed that a company should have the
power of voluntarily wiuding up its affairs whenever 3-4ths in
number of the shareholders, assembled at any extraordinary
meeting held for that purpose, and holding not lees than
one-half in the capital of the company, should pass a
resolution for that purpose. And it is likewise proposed
that this part of the act shall apply to all joint-stock corn-
panics, so that there shall be one uniform law with respect to
such companies, whether formed before or subsequently to
this act. I understand the hon. member for Paisley, who
was such a strenuous opponent of the bill of last session, has
expressed a wish to know to what extent the Limited Lia-
bilities Act has been made available in the commercial world.
I am afraid I should find it difficult to satisfy the hon. gentle-
man by any answer I may give him. Suppose I were to say
that very few parties have taken the benefit of the act, the
reply of the hon. gentleman, no doubt, would immediately
be—" Yes, so I prophesied; your wretched principle has
broken down." If, on the other hand, I were to toll the hon.
gentleman that a great many parties have availed themselves
of the provisions of the act, he would, no doubt, with equal
earnestness exclaim, " Hero is the beginning of the end ; here
is your splendid scheme ; here is a vast commercial ruin !"
Therefore, sir, I cannot give the hon. gentleman any sangaine
h qee as to the operation of that act. But I will state to the
house what has been done. The number of companies which
have been provisionally registered under the Limited Liabi-
lities Act is 121, of which three only have failed. The com•
panies provisionally registered bofore the passing of the act,
or which had taken steps to be registered, were in number 13,
of which only one failed, The whole number of companies
which have applied to be registered under the act is not less
than 142 ; but the recent commercial crisis has prevented
many of them from paying up their capital, and many others
have been, from other causes, unable yet to carry out their
objects. Having, sir, now gone through the various provi-
sions of the bill, I would observe that, if any hon. gentleman
thinks that in this measure we have gone too far iu leav-
ing men to their own individual will and wishes, and that we
have done in the way of Government interference too little,
I hope he will remember this—that, among all the Govern.
ments that ever existed in the world, probably, there has
never been one which erred on the side of giving too much
freedom to commerce. In the glorious reign of Louis XIV.,
when Racine, C.erneille, Fenelon, and Bossuet flcurished and
adorned the age, commercial men were So grossly ignorant of
the true principles of commerce that the French Government
actually prohibited the manufacture of goods except of cer-
tain patterns—more especially of textile fabrics; and those
things which were not made according to the prescribed form
were nailed to the publ c gallows. That ought to teach us
how cautious we should be in placing confidence in, or being
led by, the authority of any man apart from principle •; it
ought to teach us how much those matters which we have
been in the habit of regarding as sure and certain are the
effects only of prejudice, and it ought to make us more an-
xious to do honour to the principles on which all human
transactions are founded, (Hear, hear.) When the politi-
cal economists say "Laissez faire," they do not mean to say
" Leave 'all matters to blind chance ; let everything go on as
it may." What they mean by laissez faire is th 4, we are
not to interfere with human laws where other laws are so
much wiser. Man, sir, with his free will, his caprices, and
his errors, is as much under the rule and government of a
natural law as the planet in its orbit, or as water, which
always seeks its level. Those laws, planned with wonderful
sagacity, have the power of correcting and of compensating
errors, one extreme invariably producing another, dearness
producing cheapness, and cheaprs ss dearness; and thus the
great machine of society is constantly kept oscillating to its
centre. These are laws not made by a House of Commons ;
and before any Legislature steps in and attempts to correct
them, it would be well that it should consider whether any
human wi dom can with advantage interfere and devise for a
complicated state of things a better code. Who could have
imagined it possible that a state of society resting on the most
unlimited and unfettered liberty of action, where everything
may be supposed to be subject to blind free will and arbitrary
discretion would tend more to 'the prosperity and happiness of
man than the most matured decrees of senates and of States ?
These are the wonders of the science of political economy, and
we sluiuld do well to profit by the lesson which that science
has taught. That lesson is comprised in the words of your
committee :—" To interfere with and abridge men's liberty,'
and to undertake to do for them what they can do for them-
selves, is really lulling their vigilance to sleep and depriving
them of that safeguard which Providence intended for them,
and instead of acting as we ought to do, as, their guides and
instructors, we are helping fraudulent men to mislead and
delude them. (Cheers.) The right hon. gentleman con-
cluded by moving for leave to bring in the bills.
Mr. COLLIER expressed his thanks to the right hon. gen-
tleman for the extremely able and comprehensive speech
which he had just delivered on a subject of the greatest com-
mercial importance. This was one of two measures in con-
nexion with law reform. It was a measure of a right sort,
and he wished there were more of them. It was founded on
au intelligent and intelligible principle ; and it carried out
that principle. As far as he understood the object of the first
of the two bills, it was that the nian who contracted a debt
should pay it and no one else. If a' man sold goods to A,
knowing nobody but A, then A alone should be compelled to
pay the debt. But the law, as it present existed, said that
if B had furnished A with means to carry on his business, B
might receive interest on his money at a rate, however, usu-
rious, without incurring any liability; but if, instead of re-
ceiving interest, he received a portion of the profits of A,
that then he (B) should be liable for A's debt. Why should
this be ? It was impossible to distinguish between the two
modes of remuneration. And was it not far better that a
man should be allowed to share in the profits, whatever they
might be, than to receive from the trader a certain amount of
interest, whether the profits would admit of its payment or
not ? The second bill related to partnerships, and its principle
affected all associations known under the denomination of
joint-stock companies, such as railways, dock companies,
and other enterpries, in which a large amount of ca-
pital was invested. Strange to say, these companies, instead
of being looked upon as a great national good, had been re-
garded as public nuisances by our courts of law ; and although
they had been recognized by the Legislature they were sub-
jected to many severe restrictions. The bill now introduced
would put all companies on the same footing, and the great
principle of the bill was that any number of persons were at
liberty to associate, provided they gave notice of the terms
on which their company was formed. This was a valuahle
principle, and he begged to renew the expression of the great
satisfaction with which he had heard this comprehensive mea-
sure propounded by the right hon. gentleman.
Mr. MALINS observed that the subjects which had been
suggested by the right hon. gentleman were of the highest
importance as affecting the commercial well-being of the whole
community. The bill passed last year was so erroneous in its
construction, so fraught with restrictions, that he rejoiced ex-
ceedingly to find that the right hon. gentleman had taken the
earliest opportunity, of repealing it. The right hon. gentle-
man appeared to have arrived at just principles, that men
should be perfectly free as to the contracts they might choose
to enter into, but it was the duty of the Legislature as; far as
possible to give the greatest facilities for ascertaining es-2sat
those contracts were. With the, principle of the first bill
propounded by the right hon. gentleman he (Mr. Malins) en-
tirely concurred, believing that a proper course was taken in
overruling, by Legislative enactment, the absurd decision in
" Waugh v. Carver." He rejoiced that the time had arrived
when the rational principle would be adopted—that a man
should only have that for which he contracted. He
thought it most reasonable that facilities should he
afforded for loans. The usury laws, as far as related to land
had been repealed with the general concurrence of the na-
tion, and, having removed those restrictions as to the rate of
interest, irrespective of the nature of the security, it was
a proper consequence that a man should be allowed to place
his money in commerce upon the same principle. With re-
spect to the greater measure relating tojoint-stock companies
the right hon. gentleman had explained it with great clearness
and detail, and he (Mr. Matins) would be r ady to give his best
assistance to carry the general principle it embodied, As to
some of the details some difference bf op nion might pose bly
arise, and upon two or three points he entertained considerable
doubts, which he should take another opportunity of stating.
He would just mention that, while concurring in the propriety
of compelling each company to possess a register of its own
shareholders which any person about to deal with them could
inspect, he could not agree with the right hon. gentleman that
such register should bo accepted as conclusive evidence.
There might be mistake, and even fraud, and, if a man's name
appeared erroneously upon a register, it would be great injus-
tice to render him thereby liable for the debts of the company.
With regard to the great question of winding up, ho would
observe that since 1848, when the Winding-up Act first
passed, that measure had caused more litigation and more ex-
pense than any other subject of discussion in the courts of law,
and lee might add that never had there been an act which had
led to more injustice through misconception. A great por-
tion of the litigation had arisen from the construction placed
upon the act by. Lord Chancellor Cottenhane. overruling, the
decision of that distinguished judge the then Vice-Chancellor
Ku ght Bruce, who had held that the act did not apply to
those abortive companies which had attempted to construct
railways. The overruling of that decision led to litigation
for years in order to settle who were contributors, and after
all the time and expense the matter was settled upon a
simple point. In the case of a company such as the meas
sure of the right honourable gentleman was intended to
apply to, if it were desired to wind up, and there had been
a fair and just course pursued, the bill,- he believed, would
work admirably, removing the imperfections which at pre-
sent existed. He concurred fully in the principles of the
bill which abolished the right of suing individual mem-
bers of companies, and that, when a company was un-
ab'e to meet its engagements, or delayed discharging its lia-
bilities when called upon, that should be taken as evidence of
its being unfit to continue in operation, and should render it
liable to be wound up, Ho presumed it was the intention of
the right hon. gentleman to refer such cases to the court
which had now the conduct of them, and that their accounts
of the assets of the company and its liabilities should be take"
if
fndand,
believed
thethy orformernthe r
eipei
were
aetreeab right
was
carried
calculatedal
re distributed
ou tt
tao apt
the
produce
deoaxnatgee theextent
great
.we creditors.aht which
good,
othd,
e
safe. He would not dwell longer at that moment
object of the right
which
boonhon. gobeanounttlhe
edmiatn
and
commercial
re proposednder
lt
no di ots,
community lie wouldfutureh course r
mm conferoevnl
intelligible
greatest
odetails,t
taenrt
n
but, repeating his concurrence with thte
hoe
ire .attaining
f l great
that
phloana.augreentlienmaonfieihmegeohuiald
best
ty
aasbddiattahance

prehensivo statesmanship' of the right hon. gentleman.
(Hear.)
Mr. WIIITESIDE asked whether the bill would extend
to all parts of the empire ?
Mr. LOWE replied that it would extend to Ireland.
Mr. CARD WELL said, that knowing the difficulty, the
complexity, and the extent of minute detail of the subjects
which must have come under the notice of the right bon.
gentleman, he was desirous to express his great satisfaction
that the measure had fallen into such able hands. If
he understood rightly, his right hon. friend would repeal
several Acts of Parliament, most of which had already led
to very great inconvenience and difficulty, both in the-
courts of law and in commercial transactions, and consoli-
date the law in a single net, so as to give lawyers and com-
mercial men the utmost facility of reference. The Act for
the Registration of Joint-Stock Companies was passed at
a time when much of the experience they now possessed
had not been obtained, and it contained many provisions
of superabundant prudence, which really gave no protec-
tion against the evils they now sought to remedy, but
created a fictitious security in the minds of the public, by
inducing them to trust to Parliament instead of exercising
that caution whicti they alone could effectually use His
right hon. friend would repeal all the complicated provi-
sions with regard to provisional registration, and there
would be a schedule to rho act in which would be contained
the ordinary forms according to which companies, without
the least expense or fees or any legal expense, could be
constituted. These were the most valuable provisions
of the measure, because these two points were Bemired
first,. that any company could be incorporated without
expense ; and, secondly, that if any company adoptel
different rules and regulations from those in the sche-
dule under the act attention would be attracted and
caution excited in the minds of the public, so as to lead
them to-inquire whether such variation was reasonable or
not. He understood that his right hon. friend incorpo-
rated the Winding-up Acts, which, though passed for a
most useful purpose, had given rise to very extensive liti-
gation, and so incorporated them as to take away the
causes which had led to litigation, thereby securing to the
public the benefit of those acts without the difficulties
which had caused them to be regarded with disfavour in
the courts of law. Tho act passed last session with regard
to limited liability was also to form part of the new scheme
of legislation. There was no objection pressed against the
Limited Liability Bill last session which had greater weight
with the house than that it ought to bo accompanied with
extensive changes and consolidation of all the laws aff.rct-
ing joint-stock companies. He congratulated his right hon.
friend that that objection would now be removed, and
that the law with regard to limited liability would form
part of a well-considered system of legislation. It would
be idle to enter, at that moment, upon any controverted
points in the question of limited liability ; but, as
he understood, the principle laid down by his right
honourable friend was this--that limited liability was
not a matter of privilege or right, but a matter of contraot
and notice, and that no injury could be done to airy per-
son who had full notice of liability being Ii (niter'. It was
notorious that under recent legislation there had been a
great growth of dishonest companies, which disgraced
commerce and lessened the respect of the community for
the law of this country ; and if his right hon. friend suc-
ceeded in amending the whole law of joint-stock companies,
which had led to such a result, he would identify his name
with a work of which any man might well be proud.
(Cheers.)

Mr. J. G. PHILLIMORE wished to add his feeble
tribute of approbation, both to the principle of the measure
and to the remarkable speech by which. it had been intro-
duced. He attributed all the evils of the present system
to judicial legislation ; and, with the greatest respect for
the ju :ges, he expressed his opinion that they stepped out
of their province when they interfered in those matters
which more peculiarly belonged to Parliament. (Mar.)
Resolutions recommending the introduction of the bills
described by the right bon gentleman were then agreed to.
The house resumed ; the report of the resolutions was
made and agreed to ; and
Mr. LO WE introduced the bills, which were read a first
time, and ordered to be read a second time on Wednesday
neat.
The house adjourned at half-past 8 o'clock until Monday.

RAILWAY TRAFFIC BET URNS.

TRAFFIC RETURNS FOR THE WEEK.

Miles Receipts.
opened, NAME OF RAILWAY.
1856. 1856. 18.55.
BRITISH. X I £
115 Aberdeen .. • • •• • • •• , 2 838 •,2,546
37% Belfast and Ballymena ••..••••• • •• • • 822 725
17 Belfast and County Down.. • • ••
33 Birkenhead, Lancashire, and Cheshire 1,783 1,683
2636 Bolton, filackbarn, and West York .. -
117 Bristol and Exeter 5,484 4,957
191 q Caledonian._ 11,677 10,886
904 Chester and Holyhead. 3,981 3,810
83b Cork, Blackrock, and Passage •• .. 149 124
20 Cork and Bandon • • .............. 193 199
56 Dublin and Belfast Junction 965 780
63 Dublin and Drogheda.• • • ......... 1,237 1,188
7% Dublin and Kingstown .............. 722 546
16% Dundee and Arbroath •. • 481 430
31 Dundee, Perth, and Aberdeen Junction 891 759
36 Dundalk awi
67% Eaet ...„ ............ 880 749
93 Eat Lancashire 5,361 4,520
417 Eastern Counties and Norfolk..
21,446 17,899
Eastern Union
142 Ediribiugh and Glasgyfr ..• •• 4.319 4,235
78 Edinburgh,-forth, and Dundee...-. 2,790 2,5u5
6 Exeter and Crediton....,,,.
22 Farness Railway
183% Glasgow, and South-Western•• ...... 5,333 5,086
283 Great Northern.
20334 Great Solrthern and Western (Ireland) 5,732 5,463
365 Great Western •• ..........., „. ,„ „. 27,154 19,024
25 344 Irish South Eastern 267 159
90 Lancaster and Carlisle 5,330 5 248
286 34 Lancashire and Yorkshire-- ........ 19,633 17,625
- Leeds Northern • . •
168 Liverpool, Crosby, and Southport....
553% London and North Westera 51,133 41,373
5% London and Blackv:sll.• 1,267 1,030
183% London, Brighton, and South Coast.. 9,676 8.351
2G7 London and South Western. •........ 12,380 10,604
60 Londonderry and Enniskillen 566 b 45
- Manchester, Buxton, and Matlock, &c. -
173% :11anchester, SNefilcid,and Lincolnshire 8,117 8,179
934 Manchester awl South Junction.... 670 626
2.3 Maryport cud Carlisle .• • • • • •• 853 827
498% •. ••.. • • ............. 2-3,816 24,972
12634 Midland Great Western (Irish) ...... 3,212 r, 2,634
37 Monklands • • • • •• • • •• •• • • • - • • • • • • • • - -
78 14 Newcastle and Car1i51e.............. - I -
149 North British .... • • • • • • • • .. • 4.737 4,496
- Worth Staffordshire • • •..... •....
47 North-Western .... • 847 855
87% Scottish Central ...... 2,515 2,299
34 Scottish Gi1d1and•......... ,
29% Shrewsbury and Birmingham ...... 1,293 1,085
48 Shrewsbury and Chester 2,491 1,766
30 Shropshire Union .. •• • • 704 712
57% louth Devon ••••• • .• ..
280 South Eastern•• •• •• • • 14,843 11,733
1621% South Wales .. ••.. • • 5,368 4.39
97 South York.. Doncaster, and Goole .. 1,713 1,437
39 Taff Vale . ..... ................ ,„ 3,028 3,545
77 Waterford and Limerick 904 171
27% West Cornwall .... • • 553 490
12 Whitehaven Junction 266 245
682 York and Newcastle, and Berwick &
York and North Midland & Leeds... -
FORtION.
89 Dutch Rhenish
- Lyons and Mediterranean • •
- Montercau end Troyes
- Namur and Liege .. • • • • ••
- Northern of France •• • • •.........
- Orlear:3 and Central ..
_ Paris ard Lytwa •• •• ••
- Paris and Itonen. .........,„ ,
- Paris and ritt'nsburgh •..........
-
Konen and fiAt're• .
-
- Western of Frati'te ..... •• ••

ADV RTIRRMENT• 1 - g!OliV AND lI,AR ENG, - SPECTACLES
POWERFUL TELESCOPES, OPERA, RACE AND PERSPECTIVE GLASSES
Messrs. S, and B. 6'010(110m', opticians, 39, Albemarle-
street, Piccadilly. 01,SPTVO - ilaposite the York Hotel.
By leer Majesty's .Ro. al Letters Patent for valuable and
extraordinary improvements ha the most powerful and
brilliant Telescopes, Camp, Racecourse, Opera, and For.
spective Glasses, to know the distances of objects viewed
through them—of great importance to the army, navy,
and others. These telescopes possess such extraordinary
powers that some three and a-half inches, with an extra eye-
piece, will show diotinetly Jupiter's moons. Saturn's ring,
and the double stare with the same telescope can i~e

seen a person's eon:item:ace three miles and a half distant
and an object from 16 to 90 miles. They are of larger and all
sizes, with increasing powers accordingly ; while their vary-
ing from 4 to 6 inches enable us to discover more than the
above, and the Georgian,-with his 6 satellites, fec.—The Royal
Exhibition, 1851.—Valuable, newly-invented, very small,
powerful waistcoat-pocket glass,tim size of a walnut, by which
a person can be seen and known 1 miles distant ; they answer
every purpose on the race-course, and at the opera houses
country scenery, and ships are clearly seen at 8 to 10 miles.
They arc iuvaluable for shooting, deer-atalking, yachting, to
sportsmen, gentlemen, gamekeepers, and tourists. Opera
race-course, camp, and perspective glasses, with wonderful
power. Newly-constructed Spectacle Lenses Of the great.
est transparent power. The valuable advantage derived
from this invention is, that vision becoming impaired is
preserved and strengthened, and very aged persons ari
enabled to employ their eight at the most mirnite occu-
pation- can see with these lenses of a much less magnify
log power—and they do not require the frequent change.
to the dangerous effects of further powerful assistance.
Deafness--Now Discovery.—The Organic Vibrator, an ex-
traordinary powerful, small, newly-invented instrument for ,
deafness, entirely different from all others, to surpass any-
thing of the kind that has been, or probably ever -:an be,
Ii rug of the same colour as the skin, is not per.
ceptible ; it enables deaf persons to hear distinctly at church
and at public asseOblies the unpleasant sensation of singing
Noises in the cars is entirely removed ; and it affords all the
assistance that possiiely could be desired.-19, Albemarle.
street, Piccadilly. Observe—opposite the York Hotel.
[ADVERTISEMENTI—A most interesting recovery from a vast
complication of diseases, such as indigestion (dyspepsia),
ep sia)
flatulency, constipation, nervous, bilious, and liver com-
plaints, cough, asthma, consumption, and debility
without the aid of medicine, by Du Barry'sßeva-
'
lenta Arabica Food, is recorded in the following let
ter :—Cure 52,422.—" Bridgehouse, Friiuley, 3d April,
1854. I have suffered these 33 years continually
from diseased lungs, spitting of blood, liver derangement,
deafness, singing in the ears, constipation, debility, shortness
of breath, and cough, and during that period
'al-en so much
medicine that I can safely say I have laid out upwards of a
thousand pounds at the chemists and doctors. Indeed I was
in utter despair, and never expected to get over it, when I
was fortunate enough to becorne acquainted with your Reva-
lenta Arabica, which, Heaven be praised, restored me to
a state of health which I long since despaired of attaining.
My lungs, liver, stomach, bead; and ears are all right, my hear-
ing perfect, and my recovery is a marvel to all my acquaint-
antes. - am, respectfully, JAMES COBERNS, woocl-merehant.—
In canisters, albs. I Is. ; , Vs. The 12Ibs carriage
free, on receipt of post-offfee order.. Barry du Barry -and
Co., 77, Regent-street, London ; Fortnum, Mason, and Co.,
Purveyor's to her Majesty, Piccadilly ; also at 60, Orace-
eluveh•street ; 33 I and 451, Cheapside ;
Cornhill ; 49, Strand; 4,
Bishopsgate-street ; 55, Charing-ernes ; 54.
Ulmer Baker-street ; mil 150, Oxford-street.
DVERTISEME:NT.]--liolloway's Ointment and Pills
certsin remedie., for Sore Legs--MT • Johnson, chemist,
of Great Howard-street, Liverpool, informed Professor
Holloway, that Mrs. Jiickson, residing near his esta-
blishment, had suffered many years from an ulcerated
leg, during which time she was applying remedy after
remedy without any permanent ; consequently,
as a last resource, he recommerr'ed her to try Hollo-
way's ointment and pills, a•4l these medicines have been
the means of effecting; a complete cure, to the great satis-
faction of herself' and- others wito bad considered her
leg as incurable. Sold by all medicine vendors throng'n-
out the world ; at Professor Holloway's Establishments,
244, Strand, London, and 80, Maiden-lane, New York;
by A. Stampa, Constantinople; A, Guidioiy, Smyrna;
and E. Muir, Malta.

object.
Lord GODERICH begged to offer to the Vice-President
of the Board of Trade his bast thanks for the measures
which he had propose, reserving of course his opinion upon
whichdetails until a batter opportunity for discussing • them
should arrive. Last year he had regretted that the Limited
Liability Act was based uron the existing Joint- tock
Companies Act, His views, however, were now entirely
changed, and ho DP longer entertained that objection. The
confining the advantt.:;es of limited liability to joint-stock
companies Waff the imperfection of the present law, and
that imperfection the right bon. gentleman proposed to re-
move. A complete reform would, in his opinion, be effected
by consolidating into one statute, As now proposed, the
laws of limited liability and joint-stock companies, and
such a measure ought not to be confounned wi h the tin-
kei ing legislation which led to the repeal of an act in the
very next session after it was passed, and to its enactment
in another and very different form. (Hear, hear.) Last
session be proposed an amendment to the Limited Lia-
bilitysompanieapg
pledging
ge
tnwghaihss
most
hsoeeslntf
cordialtoop ptohsee d,swnhbp
whole
ort
thn be
measure,
iuoervveie,
nr ugh met
hefnae
Bill, that there should be no limit to the shares of
his view.
that,
but he was glad to find they had now adoptedl
,11
bo Withoutn o
when pegged, it, would be a worthy monument of the cam.