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special liability for wages of servants and employes. All foreign corporations desiring to do business in the province must take out a license permitting them to do so.

Quebec. - Companies are created by act of parliament, special charter, or under the general act relating to the incorporation of jointstock companies. There is a special liability of stockholders for debts due to the company's servants.

GREAT BRITAIN AND IRELAND

The incorporation and regulation of companies is under the Companies Act, 1862, and the subsequent companies acts down to and including 1900.

Classes of Companies. -Two distinct classes of companies are provided for by the act of 1862-those in which the liability of the members is limited and those in which the liability is unlimited, limited companies being subdivided into companies limited by shares, and companies limited by guarantee. The Companies Act of 1867 provides for companies with members whose liability is limited, but the directors of which have unlimited liability.

Number of Members. -No company, association, or partnership consisting of more than ten persons shall be formed for banking purposes, unless registered under these acts, or otherwise incorporated; nor any such association, consisting of more than twenty persons, for any other purpose for profit, unless so registered or incorporated. Seven or more persons may form a company. If any company carry on business with less than seven members for a period of 6 months, every member cognizant of this fact shall be severally liable for all debts contracted during such time.

Memorandum of Association. - The memorandum of association of a company limited by shares, shall contain the following: The name of the proposed company, with the addition of the word Limited as the last word; the part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is proposed to be situated; the objects for which the proposed company is to be established; a declaration that the liability of the members is limited; the amount of capital with which the company proposes to be registered divided into shares of a certain fixed amount. Each subscriber must take at least one share, and write opposite his name the number of shares he takes. The memorandum of a company limited by guarantee contains the first three clauses and a declaration that each member undertakes to contribute to the assets of the company, in the event of the same being wound up while he is a member, or within 1 year thereafter, for the payment of the

liabilities of the company, such amount as may be required, not exceeding a specified amount. The memorandum of an unlimited company contains the first three clauses, without, of course, the use of Limited in its name. The memorandum bears a stamp as if a deed, and shall be signed by each subscriber in the presence of, and be attested by, one witness at least.

Articles of Association. - The memorandum may, in the case of a company limited by shares, and shall, in the case of a company limited by guarantee, or unlimited, be accompanied when registered by articles of association, signed by the subscribers of the memorandum prescribing such regulations for the company as may be deemed expedient. The subscribers may adopt all or any of the provisions contained in the table marked A in the first schedule (Companies Act, 1862). This is to be stamped and signed as the memorandum.

Certificate of Incorporation. – Besides the memorandum and articles of association, there must be lodged with the registrar of joint-stock companies, where there has been no invitation issued to the public to subscribe for shares, a statutory declaration made by a solicitor of the high court engaged in the formation of the company or by a director or the secretary that all requirements of the act have been fulfilled; a statement of the nominal amount to be raised by shares; an application for a certificate of incorporation. Where the company issues an invitation to the public to subscribe for shares, in addition to the above there must also be filed a list of the persons who have consented to be directors of the company; a consent in writing of each of such persons to act as such directors; and, if any such director have not signed the memorandum for the amount of his qualification, a contract by him in writing to take from the company and pay for his qualification shares. On the above requirements being satisfied, the registrar, upon the payment of the proper fees, will issue the certificate of incorporation, and the incorporation takes effect from the date mentioned therein.

Commencing Business and Allotment of Shares. - A company before commencing business must give the registrar notice of the situation of its registered office. The minimum subscription, fixed by the memorandum or articles of association and named in the prospectus, must be subscribed, and, if no minimum subscription be fixed, the whole amount of the share capital offered for subscription must be subscribed, and at least 5 per cent. of the nominal amount of each share must be paid in, before any allotment of shares can be made, or business begun. Having duly made the allotment of shares, the company must within 1 month file with the registrar a return stating the names and addresses of the allottees, the number of shares allotted, the amount paid on each share, and certain other matters.

A register of members must be kept at the registered office of the company, open at all times to the inspection of members gratis, and to other persons on payment of 1 shilling.

Directors. - The number, election, and qualification of directors are matters determined by the articles of association. No person may be appointed a director by the articles until he has signed and filed with the registrar his consent as before mentioned and contracted to take and pay for the number of shares which are fixed as the number necessary to qualify one to be a director. The directors appointed by the articles hold office until the election of others at the statutory meeting. Their powers are determined by the memorandum and articles of association.

Meetings. - The articles of association usually make some regulation in reference to holding general meetings. A general meeting of the members of every company limited by shares shall be held between 1 and 3 months from the date when it is entitled to commence business. This is called the statutory meeting. At least 7 days before this meeting a report of the condition of the company must be sent to each member. A general meeting must be held at · least once a year. The directors must convene an extraordinary general meeting on the requisition of the holders of not less than onetenth of the issued capital upon which all calls have been paid. A special resolution altering the articles of association may be passed at any general meeting by three-fourths of the vote present, personally or by proxy, but will require confirmation by a simple majority of votes at a meeting to be held not less than 14 days nor more than 1 month afterwards. The articles of association should provide as to the number of votes to which members are entitled in respect of shares held by them; but in default of any regulations as to voting, every member has 1 vote only.

Annual Reports. - An annual summary shall be made by every company limited by shares, and lodged with the registrar of companies, containing the names and addresses of the directors, a list of all the members with the number of shares held by each, a statement of the amount of the capital, and the number of shares into which it is divided, the number of shares taken from the commencement of the company to date, the amount of calls made on each share, the total amount of calls received and calls unpaid, the total amount of shares forfeited, the names of persons who have ceased to be members since the last list was made, and the total amount of the debts due from the company in respect of all mortgages and charges which require registration.

Winding Up. - Detailed provisions are made in the Companies Act, 1862, Part IV, and the Companies (Winding up) Act, 1890, for the winding up of companies, either by the court, or voluntary, or subject to the supervision of the court.

COURTS

The court of last resort in the different states and territories of the United States is generally styled the supreme court, and has appellate jurisdiction and supervisory control over the lower courts only, except its original jurisdiction in cases of habeas corpus, mandamus, quo warranto, and other remedial writs, as in Alabama, Arizona, Arkansas, California, Colorado, Delaware, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Ohio, Oklahoma, Oregon, South Carolina, South Dakota, Tennessee, Utah, Vermont, Washington, Wisconsin, and Wyoming. Elsewhere the highest court is known by another name, or has other original powers. In many states there is another appellate court with more limited jurisdiction, intermediate between the supreme court and the courts of original jurisdiction.

The courts of general original jurisdiction in all cases at common law and equity are usually styled district courts, or circuit courts. Their powers differ considerably in the various states. Separate chancery courts exist in only a few of the states. The court having jurisdiction over all matters as to the probate of wills, administration of decedents' estates, etc. is generally a separate court, called the probate court, as in Alabama, Arizona, Arkansas, Connecticut, Idaho, Illinois, Kansas, Maine, Massachusetts, Michigan, Missouri, New Hampshire, New Mexico, North Dakota, Rhode Island, South Carolina, Tennessee, and Vermont, but in other states called the orphans' court, or the surrogate's court. In still other states probate jurisdiction is conferred upon the district, county, or other courts.

Justices of the peace have jurisdiction in civil cases where the sum involved, exclusive of interest and costs, is limited, as $300 in Arizona, Arkansas, California, Colorado, District of Columbia, Idaho, Kansas, Michigan, Montana, Nevada, Pennsylvania, Utah, and West Virginia; $250 in Oregon; $200 in Delaware, Illinois, Indiana (confession of judgment for $300), Maryland, Mississippi, Nebraska, New Jersey, New York (confession of judgment for $500), North Carolina, North Dakota, Texas, Wisconsin, and Wyoming; $100 in Alabama, Connecticut, Florida, Georgia, Iowa (by consent of the parties up to $300), Kentucky, Louisiana, Minnesota, New Hampshire (judgment by confession up to $200), New Mexico, Oklahoma, South Dakota, Virginia, and Washington. Their jurisdiction in matters of tort is usually more

limited, and they generally have no jurisdiction in cases where the title to real estate is involved.

Alabama. - Chancery courts have full equity powers, and exclusive jurisdiction thereof except as hereinafter stated. Regular terms are held twice a year in nearly every county. Circuit courts have original jurisdiction as to all felonies and misdemeanors, and all actions and suits at law when the matter or sum in controversy exceeds $50, and in all cases of libel, slander, assault and battery, and ejectment, without regard to the value of the matter sued for. They also have appellate jurisdiction of all civil actions cognizable before a justice, and a general superintendence over all inferior courts. The state is divided into thirteen circuits. City courts have concurrent jurisdiction with the circuit courts in all civil and criminal cases, except cases to try titles to land. The city courts of Montgomery, Jefferson, Dallas, Talladega, Etowah, Jackson, and Calhoun counties have also chancery jurisdiction concurrent with the chancery courts. Probate courts have the usual jurisdiction, and also charge of the recording of deeds, mortgages, liens, and the like. In each county there is held once a month a county court, of which the judge of probate is ex officio judge, and has jurisdiction of all misdemeanors.

Arizona.-There are four district courts, whose appellate jurisdiction extends to cases from the probate courts, or justices of the peace, and whose original jurisdiction covers all cases at law or equity where the amount involved exceeds $100, exclusive of interest, and all cases involving the title to, or the possession of, real estate.

Arkansas. - Circuit courts exercise common law and chancery jurisdiction, but in some counties separate courts of chancery have been established. Circuit courts with one judge have original jurisdiction over all civil and criminal cases, the exclusive jurisdiction of which may not be vested in some other court, and appellate jurisdiction and superintending control over county courts, probate courts, courts of common pleas, corporation courts, and justices of the peace. California. - The superior court has jurisdiction of two kinds, original and appellate. The superior court has original jurisdiction in all cases in equity; in all cases in which the subject of litigation is not capable of pecuniary estimation; in all cases at law which involve the title or the possession of real property, or the legality of any tax, and the like, and in all other cases in which the demand, exclusive of interest, or the value of the property in controversy, amounts to $300; of actions of forcible entry and detainer; of proceedings in insolvency; of actions to prevent or abate a nuisance; of all matters of probate; of divorce and annulment of marriage; and of such special cases and proceedings as are not otherwise provided for. They also have power to issue writs of mandamus, certiorari, prohibition, quo

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