Great practical inconvenience certainly arose from the unrestricted continuance of a shareholder's liability to the debts and engagements of an unincorporated or unchartered Joint Stock Company. Upon the decease of such a shareholder, his executor could not safely pay a single debt or legacy, except under legal compulsion: and though a similar state of things often exists with regard to the affairs of a testator who is not possessed of a single share in a public company, yet in such a case an executor may have something like a chance of ascertaining the extent of his testator's liabilities; but it is utterly impossible for him to discover the measure of such liability, where it involves the previous examination and settlement of the accounts of a multitudinous association, and possibly the necessity of a suit in a court of equity to complete the process. By the new Registration Act the term of liability is, as we have seen, restricted to the period of three years from the time of a shareholder ceasing to be a member of the company and we think this is likely to operate as an encouragement to the purchase of shares in joint stock companies, without unduly trenching upon the fair rights and privileges of creditors, to whom much compensation for this limitation of liability is afforded, by the means which the Act furnishes to them, of ascertaining from time to time, by the aid of the Registry, the condition and the probable solvency or durability of any particular company, with which they may happen to be dealing or contracting.

IV. We proceed now to a brief notice of the second of the statutes under review. The Act 7 & 8 Vict. c. 111. is an extension of the law of bankruptcy to corporations; and it applies to every commercial or trading company now or at any time hereafter incorporated by Charter or Act of Parliament;

To every company or body of persons now or at any time hereafter associated for commercial or trading purposes, and enjoying any privileges or powers under the Act 7 W. 4. & 1 Vict. c. 73.;

To every company subject to the provisions of the last

mentioned statute;

To every company or body of persons now or at any time

hereafter to be associated for any commercial or trading purposes, and registered either provisionally or completely under the act 7 & 8 Vict. c. 110.; and to every joint stock company now existing and comprehended within the definition, in that Act contained, of a joint stock company. And upon the commission by any such company of any act, which by the statute under review is to be deemed an Act of Bankruptcy, a fiat is to issue against the company in the same way as against a private person.

By sect. 2. the bankruptcy of a company is not to be construed as the bankruptcy of any individual member.

By sect. 3., service of the adjudication of the bankruptcy of a company is to be made upon the chief clerk or secretary or registrar of such company, or (if no such person) on any director. The person so served is to surrender on behalf of the company.

Then follow the enactments, sects. 4, 5, 6, 7., specifying the several acts by which a company is to be rendered bankrupt :

1. A declaration of insolvency by a resolution passed at a board of directors, and filed in the office of the Secretary of Bankrupts; provided a fiat issue within two months thereafter:

2. Default in paying, securing, or compounding for a judgment debt within fourteen days after a requisition for payment at the instance of a creditor who is in a situation to issue execution :

3. Default in compliance with any decree or order in equity or in bankruptcy, or in lunacy duly served, and ordering payment by the company of any sum of money:

4. Default for one calendar month in paying, securing, or compounding, to the satisfaction of a judge, for any debt, whereof an affidavit shall have been filed in any of the superior courts of law, followed by a summons duly served.

By the eleventh section the law and practice of bankruptcy now in force is to extend as far as possible to all proceedings under the new Act.

A measure of public policy, affording the means of much future benefit to the community, is provided for by the twenty-fifth section, whereby it is enacted, "That, previous

to passing the last examination under a fiat against any such company or body adjudged bankrupt, it shall be the duty of the Court, authorised to act in the prosecution of such fiat, to inquire, by the examination of such person or persons as such Court shall think fit, into the cause of the failure of such company or body; and after the passing of such last examination, or after the time allowed by such Court for that purpose shall have elapsed, such Court shall cause a copy of the balance sheet filed in the Court under such fiat to be transmitted to the Committee of Privy Council for Trade and Plantations; and such Court shall at the same time certify in writing to the said committee, what, in the opinion of such Court, was the cause of the failure of such company or body, and shall have liberty to state any special circumstances relating to the formation or management of the affairs of such company or body; and shall cause to be annexed to such certificate a copy of the examination of any person or persons taken under such fiat, and which such Court shall deem material, relating to the formation or management of the affairs of such company or body."

The twenty-sixth section then goes on to enact, That after the cause of failure of any company has been certified to the Board of Trade, the Crown shall have power to revoke all powers and privileges granted to such company by any charter, patent, or Act of Parliament: And by the twentyseventh section the Board of Trade is empowered to lay all the papers relating to the failure of any such company before the Attorney-General, in order to the institution of a prosecution against the directors.

This last enactment, so far as it applies to corporations, is calculated, we think, to infringe a little upon the valuable privilege so long enjoyed by such bodies, of having no con

science.

In conclusion, and by way of summary, we may observe that the following four great changes in the law are effected by the two statutes which we have been considering;

1. Joint Stock Companies have now a statutory definition of their composition distinct from that of ordinary partnerships; 2. Joint Stock Companies, duly registered, become corporations ipso facto for limited purposes ;

3. The principle of restricted duration of liability upon contracts is specially applied to shareholders in such companies;

4. The law and practice of bankruptcy are extended and adapted to registered Joint Stock Companies, and also to trading companies holding charters, or incorporated by special Acts of Parliament.

It ought not to be here omitted that, by s. 58. of the Registration Act, it is required that all existing companies whatsoever shall, within three months from the 1st November, 1844, be registered as to the following particulars, viz., 1. The name or style of the company; 2. The purpose of the company; 3. The principal or only place for carrying on its business.

We hope to have frequent opportunities of recurring to the general law of Joint Stock Companies.

ART. VII.—ALTERATIONS IN THE ALIEN-LAW.

An Act to amend the Laws relating to Aliens, 7 & 8 Vict. c. 66. Royal assent, 6th August 1844.

WE propose to give a short account of the Act of the last session of Parliament relating to aliens. It may be well to state the great injustice and equal absurdity of the former law, in order that it may the more clearly appear from what a deformity our legal system has happily been freed.

The former law of this country laid aliens under great disabilities. They could hold no office; they could hold no real estate. If any alien purchased or inherited land, upon an inquest of office and office found, that is a verdict that the lands of Blackacre had become vested by whatever title in A., an alien, the Crown became entitled, and the ouster of the alien was immediate, final, and irremediable.

The original definition of alien was, any person whatever born out of the allegiance of the Crown; so that if, as actually happened, a royal duke, or one of our greatest landed grandees, happened to be born abroad from the casual ab

sence of his mother to recover her health, they were aliens as much as if their parents had never been in this country and had never held any connection with it.

This absurdity was removed nearly a century and a half ago, by two statutes' which provided that the children of all men, British subjects, should be, though born abroad, considered to all intents and purposes as natural-born subjects; and another 2 extended this to the grandchildren of such persons. But it never was extended to the children or grandchildren of females; and hence an heiress to an English estate, if taken in labour abroad, brought forth aliens, and her estates vested in the Crown upon those children succeeding. This is now altered.3

4

When the House of Hanover was called to the succession early in the last century, additional precautions were taken by the legislature with the view of preventing the influence of foreigners in our government and in our legislature, and generally in our public offices. It was provided, among other jealous enactments, that no bill for naturalising any alien could ever be presented to either House of Parlia ment, unless it should contain a clause disabling the petitioning party from holding any office whatever, from being a member of either house of parliament, and from being a privy councillor. This provision affected to do almost the only thing which all the authorities agree is beyond the power of the legislature, namely, to bind future parliaments. To this extent of course it could not go. For if a bill were introduced having the clause in question, the exigencies of the Act of Settlement were complied with, and yet that clause might be struck out in the progress of the bill, at any stage. It seems, however, to have been doubted if this omission could boldly be effected. The grounds of such a doubt are not very easily understood; but it so far existed as to disincline parliament from having the question raised; for on the naturalization of any foreign prince, marrying one of our princesses, or a foreign princess marrying into our royal family, there is also a bill previ

17 Ann. c. 5., 4 G. 2. c. 21.

2 13 G. 3. c. 21.

Sect. 3. Every person now born or hereafter to be born out of her Majesty's dominions, of a mother being a natural-born subject, shall be capable of taking any estate real or personal by devise, purchase, or inheritance.

12 W. 3. c. 3., 1 G. 1. c. 4.