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terests of the country." Duplicate certificates are signed and acknowledged, stating the name of the proposed company; the object, which must not include more than one general line of business; 458 the amount of the capital stock; the number of shares into which the capital stock is divided, and par value per share; the term of existence, not to exceed fifty years; the number of trustees, and their names, who shall manage the affairs of the company for the first year, not to be less than three nor more than nine; the name of the town and county where the operations of the company shall be carried on.459

One of the certificates shall be filed with the county clerk of each county where business is to be carried on, and one in the office of the Secretary of State.460 When the certificate is filed with the Secretary of State the corporation comes into existence, with the ordinary powers.461 If any part of the business is to be carried on outside the State the certificate shall so state.462

861. Great Britain.

Seven or more persons associated for any lawful purpose may form an incorporated company, with or without limited liability.463 The liability may be limited to the amount, if any, unpaid upon the shares held by them, or may be unlimited.464 When a company is formed having limited liability, a memorandum of association shall be signed containing the name of the society, with the addition of the word "Limited" as the last word in the name; the part of the United Kingdom in which the principal office is to be situated; the objects of the company; a declaration that the liability of members is limited; and the proposed amount of capital. No

458 Wyo. Const. Art. 10, § 6.

459 Wyo. Rev. Stat. § 3029.

460 Ibid.

481 Ibid. § 3032, 3078.

402 Ibid. §3034.

483 25 & 26 Vict. ch. 89 (Companies Act of 1862), § 6.

464 Ibid. § 7.

[Chap. II. subscriber shall take less than one share, and each subscriber shall write after his name the number of shares he takes.465 The provisions of the memorandum may be altered with respect to capital and shares, and the name may be changed; 466 or other amendments may be made by consent of court.467

The memorandum may be accompanied by articles of association; except so far as modified by such articles, the company shall be subject to regulations provided in the Act,468 as to shares, meetings, directors, dividends, accounts, etc. The memorandum and articles are delivered to the registrar of joint-stock companies; and upon registration the company becomes a body corporate.469

No company shall be registered under a name identical with that by which a subsisting company is already registered, or so nearly resembling the same as to be calculated to deceive, except by consent of the earlier company.470

No allotment of shares can be made to subscribers unless the amount fixed in the memorandum or articles as the minimum subscription or if no amount is so named there the whole amount of the capital has been subscribed, and the amount fixed to be paid on application has been paid in. This minimum subscription and amount paid in must be in cash, and the amount payable on application shall not be less than five per cent. of the par value.471

62. Canada.

A joint-stock company, which is "a body corporate and politic," may be created "for any of the purposes or objects to which the legislative authority of the Parliament of Canada extends," except railways, telegraph or telephone lines, bank

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ing, insurance and loan companies.472 Five or more persons may be incorporators, and shall sign a memorandum of agreement stating the proposed corporate name, "which shall not be that of any other known company, incorporated or unincorporated, or any name liable to be confounded therewith, or otherwise on public grounds objectionable;" the purposes, the place within Canada which is to be its chief place of business, the proposed amount of its capital stock, the number of shares and amount of each share, the names and address and calling of each applicant, with special mention of the names of from three to fifteen of the number who are to be the first provisional directors; and the amount of stock taken by each applicant, the amount, if any, paid in on the stock of each and the manner in which it has been paid and is held for the company.473 This memorandum is filed with the Secretary of State. It is then necessary to establish to the satisfaction of the Secretary the sufficiency of the memorandum and the truth of the statements contained in it, and that the proposed name is not the name of any other company; and for that purpose the Secretary shall take and keep of record any requisite evidence in writing.474 Upon being satisfied, the Secretary of State by letters patent grants a charter,475 and upon publication of the fact in the Gazette the corporation comes into existence.476 A change of name may be obtained in the same manner.477

Business shall not begin until ten per cent. of the capital stock has been subscribed and paid for.478

General powers are conferred.479 An office must be maintained in Canada, which shall be the legal domicil of the corpo

472 Can. 1902, ch. 15, § 5.

473 Ibid. § 6.

474 Ibid. § 7.

475 Ibid. § 5.

476 Ibid. § 10.

477 Ibid. § 15. 478 Ibid. § 18. 470 Ibid. § 21.

ration." 480 The stock-book, showing the names and residences of all shareholders, shall be open to inspection by shareholders and creditors, who may make extracts therefrom.481

The affairs of the company may be inspected by an inspector appointed by a judge of the province in which the chief office is situated. The judge may act on the application of at least one-fourth (in value) of the stockholders, who must, however, show by evidence that there is good reason for requiring the investigation, and that they are not actuated by malicious motives.4 482

63. New Brunswick.

The provisions of the New Brunswick Joint Stock Companies' Act 483 follow closely those of Ontario. The chief differences are as follows: The amount of capital stock shall be not less than two thousand dollars actually subscribed,484 and at least one-half the amount of stock must have been subscribed.485 Any cash payments for stock must at the time of application be standing to its credit in some chartered bank of the Province.486 Two weeks' notice of the application must be given in the Gazette 487 except where the capital is not to exceed five thousand dollars.488

864. Nova Scotia.

Three or more persons may associate for any lawful purpose except to form a banking, loan or trust company, thereby forming an incorporated company with or without limited liability; the liability may be limited to the amount unpaid on

480 Ibid. § 22.

481 Ibid. § 75.

482 Ibid. § 79.

483 N. B. 1893, ch. 7.

484 Ibid. § 3, d.

485 Ibid. §5, cl. 3.

480 Ibid. 5, cl. 6.

487 Ibid. § 4.

488 Ibid. § 7.

the shares, or to such amount as is stated in the memorandum of association.489 The memorandum, where the liability is limited to the amount unpaid, contains the name of the company (which must contain "limited" as its last word), the place of its registered office, the objects, a statement of the limitation of liability, the amount of capital, and the time of existence of the company, if its existence is to be for a limited time. No subscriber shall take less than one share; and each subscriber shall write opposite to his name the number of shares he takes, with his address and calling.490 The memorandum may be accompanied by articles of association, prescribing regulations for the company; 491 and in case it is not so accompanied certain prescribed regulations apply,492 regulating the issue, calls upon, transfer and forfeiture of shares, meetings and votes, elections, powers, and proceedings of directors, dividends, accounts, etc. The memorandum is filed with the registrar of joint-stock companies, 493 and the association, upon his certificate, becomes incorporated.494 Provision. as to the name is made like that of the other Provinces; and a change of name and of constitution is provided for.496 A register is kept of all members, open to public inspection.497 The ordinary powers are granted,498 and provision is made for official inspection on the application of members holding onefifth of the shares.499

495

A list of shareholders of every company, foreign or domestic, doing business in the Province, and of the number of shares held by each on the first day of January in each year, certified by

489 Nov. Sc. Rev. Stat. ch. 128, §§ 6, 7.

490 Ibid. § 8.

491 Ibid. § 12.

492 Ibid. § 13.

493 Ibid. § 15.

494 Ibid. §§ 17, 18.

495 Ibid. § 21.

496 Ibid. §§ 22-27.

497 Ibid. § 58.

498 Ibid. § 88.

499 Ibid. § 97.

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