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Las diagrammes suivants iliustrent la m^thode. 1 2 3 4 5 6 I A D DIRj if, ■ JOINT STOCK COMPANY BOOK-KEEPING CONTAINING A DIGEST OF THE LAW AFFECTING JOINT STOCK COMPANIES, THE MANNER OF FORMING THEM, AND A COMPLETE ELUCIDATION, IN A PRACTICAL FORM, OF JOINT STOCK COMPANY BOOK-KEEPING; DESIGNED FOR THE USE OF DIRECTORS AND SHAREHOLDERS OP JOINT STOCK COMPANIES, ACCOUNTANTS AND BUSINESS COLLEOES. BY J. W. JOHNSON, F. C. A., Member of the Council of the fti^titiUe of Chartered Accountants of Ontario, Joint Author of " The Canadian Accountant," and one of the Principals of Ontario Business College, BELLEVILLE. ONTARIO. FIFTH EDITION, REVISED AND ENLARGED. PUBLISHED BY THE COLLEGE. Price, $1.25. BELLEVILLE : PRINTED FOR THE COLLEGE. 1890. ENTERED ACCORDING TO ACT OF PARLIAMENT OF CANADA, IN THE YEAR ONE THOUSAND EIGHT HUNDRED AND SEVENTV-EIGHT, BY J. W. JOHNSON, IN THE OFFICE OF THE MINISTER OF AGRICULTURE. Pr It ' He Fe Ex III IIo Fe( KE Joi Lis Pre Sto Foi No( For By. Mir InsI Insi Stoc Trai Pur Intr Res Joui Cash Goni Stoo: Trial Divii Asse Profi Audi Anot Poriii in Price CONTENTS. 'A, EIGHT, Prefaoe Dominion Legislation " TIio Companies' Act, 1886 " How to form a Comjiiiny under tlie (}onoral Dominion Act Fees, under the Oenenil Dominion Aet Example of a Special Dominion Act PACKS 5 to 6 7 7 to 37 35 to 37 37 ^ 38 to 41 Incorporation under Ontario Logislatioa ^2to '"8 42 to 58 5910 63 " The Ontario Joint Stock Companies' Letters Patent Act How to form a Company under the General Ontario Act Fees, under the General Ontario Act KEY TO THE USE OP JOINT STOCK COMPANY BOOK-KEEPING Joint Stock Company Book-keeping List of Books and Forms used Prospectus Stock List Form of Application for Shares Notice that Shares have been allotted Form of Proxy By-Laws Minute Book Instalment Lists Instalment Scrij) Stock Certificate Transfers of Stock Purser's Trip Statement Introduction to Journal Rest Account Journal Cash Book General Ledger Stock Ledger Trial Balance ''ZZZZZ^..ZiZZZZ ^'^^ '" "'' Dividend Book ^^ Assets and Liabilities Statement Profit andLoss Statement Auditors' Report Another Form of Stock Lodger ... Form ofStoek Ledger used when the accounts of Shareholders do not appear "at all in the General Ledger Prices of Shares " ^^^ Ill) 61 64 <■" 68 69 69 70 71 72 72 72 73 to 75 76 to78 79 to 81 82 83 84 to 85 86 87 to 89 88 to 119 89 to 93 95 to 99 100 tol07 112 113 113 114 to 115 115 4 CONTENTS. Auditing VouchorB 117 to lis IssueB of Stock 118 Services paid in ytocit lIHtolHI DiviJend Stock, 118 Watering Stock, Moaning of. .,".". "" Limited Liability, Mc.ning of ...'.'' '2" Double Liiibility, Meaning of. ll'O Conversion of a Priv„|o Bu.ino... or Pri'lm","sl" •"''■ '"' Subscribed but Unpaid Stock a Resource.... "'' "'"' ' ''""" '^""•'* ^'''""P'"'.V.... 121 to I22 Bonds or Debentures 122 Entries for Bonds or DoboMtures .^ • '2.'? Floating Liabilities 123 Speculation in Stocks I2;i Liquidation of a Joint Stock Company.l" '-' Book-keeping Entries for Investors '-'1 Questions asked the Author and tlie Answers ' '-'■» Founder's Shares 125 to 127 Contingent (or Suspense) Account........ 1 127 Preferred Stock 107 •■ l^l PlantAccount loa '•■•• I.*5n Method of Writing off Bad Debts 128 Examination Papers, Institute of Cha:t:;;d :;;™ :: ^^^ 1.^0 to 1,31 PREFACE. The Author's ex].eviencu as a i-ractisiiigl'iiblic Accountant, and later as a teacher of accounts, revealed to him the necessity that existed for u work on Joint Stock Company Bo-.k-Kkkpixc, that would eml.race l.oth a well defined and easdy understood system of ke..i.iH,u Joint Stock Company Accounts and a digest of tne law compreheuding all the essential fe.atures affectin- 'such corporations ; and desirin- to supply such a necessitv, Ion- felt hy pr„fe"ssi.)nal accountants, secretaries, managers, directors, and others interested in the proper working of Joint Stock Companies, and also to provi.le the students of the Ontario Business College, Belleville, with a text-hook on I he suUject, he prepared this work. The first ,.ortion of the work is devoted to the Dominion and Ontario laws af ecting Joint Stock Companies, and in preparing it the author has availed hmiself of the i-rofessional knowledge and skill of W. N Ponton MA Barrister, of Belleville, and one of the Lecturers on Commercial Law at Ontario Business College, to whose assistance he is largely indel)ted. The other portion of the work illustrat.^s in a comprehensive manner the system of properly recording the transactions throughout a year, and arrivin-. a the accurate results of the business of the Ontario Transportation Compan; (Limited), by methods which the author has matuiv-d from practical knowled.>e as an accountant m connection with s..me of the most important Joiut Stod. Companies in this country. Many leehuieal matters peculiar to Joint Stock Companies are also dealt with. It is luu'dly necessary to point out how much the success of the business of au individual, a firm, or a company depends upon sound and accurate book-keep- i"g, and yet the lessons taught by the failures confessedly brought about by the absence of it are in a great measure negle. ,ed Xo man, or number of men should attempt the conduct of a business without the knowledge of book-keepino themselves or the employment of those who are possessed of it: and what IS essential in this respect with individuals or firms is indispensable la eon- nection with Joint Stock Companies, the affairs of which are usually of uiaguitude, and affect a wide cir-le. ^ A book-keeper whose knowledge an.l experience have not extended eyondUie affairs of ordinary business is uot competent to conduct the a^::^ ol a Joint Stock CcmjMiy without special instruction such as this work supphes, as the manner of dealing with the >haie capital, the stock ledger, the ;l 6 i~^'«™;iy ^:zr' """" '"'""'"'''''■" "'"»' '«• • ■-" '"•«.- a ,. Intiio aiitluT'., ox|H.ii,.„„. 1„. I„„ |„,.„ ,..,„ , Tl.e autlK,,. ln,,t, lh,,t i„ tin ""■'"tatmo. •'• W. J. rifKFACK TO ,..„,-T,I KDITION. Siiico tile lirst edition of tl.Jo ... i - «, „,_. ,:':::;:"'«"";• r '"""°- "- "-" "■" oond,.c«„g .,. „„,„ „,,, „ ^-;" — »■>' a,.., „..„,„,. ,„ tiici.iuhc, thrungjK.„t both countries In the present edition, as in Drevfnno ^e™ acH4 a,,., „.,.,.„ e„,.,„„ ,!;::" ■■"- ""' """ "~"-' -"i^^ -vo Ontario Business Collec^e g«, BeUeville, May, 1890. J. W. J. I •avo T. TMK ST.r„ENT .-Ref.r ., „nc. to ll.e " AVy," ,uuj,: ,;4, ,„ul JM.. iu instruction.. JOINT STOCK COAIPAMES. A Joint Stock Company is an association ol' in.livi.lnuls. who huv., united .m.l have obtained incorporation for the ,,„rposo <,f carrying ont an undertaking vvn.cl, won d rciuwe a huge- amount of ,.„pif tl than any single ,.erson would bo ub or w. hng to nsk. Each member subscribes and pays for shares in the cap.tal stock. 1 he object ,nay be to mine or manufacture, to trade, to print carry on a banking, loan, or insurance business, or, in general, to do what an inuiviclual may do. The extent to which the resources of Canada have been developed is lar-^ely ow.ng to the eflorts of Joint Stock Con.panies. acting under letter.' patent ft-om e C own, or un^h-r the authority of special Acts of l-.rlian,ent, upon the lin.ited imbility ininciple. DOMINION LEGISLATION. The incorporation of Joint Stock Companies may, under Dominion Icisla- on be eflect.l „, two ways, either by obtaining a special Act of Parliament (an Taf r ?M r "";; 'r"^'^" " tins work), or under the an.j>al.' Act, as , letaded below. Jianking, Insurant, and liailroad 'Companies must be w27 by .special Act, as their re,uiren.ents are such and the pow^^ w ch they seek so extensive, that special legislation determining thei limit and scope is absolutely necessary. For all ordinary undertakings^ such a. the carrying on of any kind of Manufacturing, Printing, Ship-build n. M ni.. Moc amcal or Chemical business, incorporation undj;. the 'general let (a o^f which IS given below) is amply sufficient. ^ KEVISED STATUTES OF CANADA. CHAPTER 119. An Act rcvspecting the Incorporation of Joint Stock A.i>.,«s6 Companies by Letters Patent. H ER Majesty, by an.l with the advice and consent of the Senate and House of Commons of Canada, enacts as follows :— SHORT TITLE. I. This Act may be cited as -The Co>u,>anie. Act." 4U V..suontme. c. *o, s, 1, (.'Iiiip. 1 1;>. Ifm t'tnniKitiUH Ad, 49 Vi(;t. fNTKUI'UKTATJON, im«,pr.,„.i.,„. 2. In (l.is Act. nn-l in „ll Uwr, pafent unrl 8np,.l.mentary lotters piitrnt hsuimI iiikIim' it, iinifss tlu* context otiicrwiso nMiuiics — "«Jump«„y... (,g Tl,e(KN},rrH,sion*UluM.uu,.iny%m'an.thecun,iuinyin<.or,K.rulc.l l»y letters jiiitt'iit under tliis \vi ; (/^) The oxpicMHion "the uiuh-rtiikinir" „„,i„3 the businuss ol every kind which tlie coiii])any is iintliori/ed t(i curry on ; (<•.) The exi-ressiun " l..an e(,ni).nMv " ni.'iuis a company incorporated for any ol the purposes to winch the poMdr.s of loan companies extend, a.s lieniinafter provided ; ((/.) The expression " real estate " or " land " inch.des messuaons, hinds, t.Mu.inents an.l hereditaments of any tenure, and all immovable property of any kind ; {(-.) The •■xj.ression "sluueholder" means every subscriber to or hol.h.rofstockin lluMioiupany, and includes the personal representa- tives of the shareholder ; " ManHgm-." (/) The expression " manager ' includes the cashier and secretary 40 v., c. 43, s. 2. " ITridurtHk- " Ing." " coiiipHiiy." '• Hcnl " cslale." " Land." " Hliaii'. " liolder." -^ CoinpaiiieH foriiieil forcer- tain iiiiriioHcs limy bi iiicor- ponilcil by U'tturH patent K.-!oeption, Notice to be Riven, ;ind wliat it gliall contain. Name. Purposeg Chief place ol' bUMillCSH. Capital. SliareB. LKTTEUS I'ATKNT. a. The Governor in Council may, by letters patent under the Great Seal, giant a charter to any !;um!)er of jiersons, not less than five, who I-etition tlien.fov, constit iitiiig such persons, and others who thereafter becom.. shan.holders in llie ...nipany thereby created, a body corporate and politic, lor any of the i.iiipo..es .,r object,, to which the legislative autnority of the ParlianH.i.t ol' Canada extemls, except the construction and workin..; of railways, or tlu. l»usiness of banking and the issue of paper money, or ihe Imsiness of insurance. 40 V., c. 43, s. 3. 4. The applicants for such letters piitent shall give at least one month's jTCvious notice, in the Caaada Gazette, of their'intention to apply for the same, stating therein, — (a.) The ])ropo,sed corporate name of the com[)any, 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 ; (h.) The purp(j.se;s for which its incorporation is sought; (c.) The place within Canada, which is to be its ciiief ]ilace of business ; ('/.) The ].ro].oseil iinioiiiit(.r its capital stock— which, in the case of a loan comi)any, shall not be less than one hundred thousand dollars; (e.) The number of shares and the amount of each share ; 49 Vict. Biitary letters L'S,— ■ iii('(»r|K)iiiUMl loss of ovcry iiicoiporntod lilies extend, i nidssuiions, 1 imniovfilile 'liber to or representa- d secretary. f the Great II live, who » thon^after y coi'j)orate lej^ishitive onstructiou ;he issue of 3. me month's ) apply for hall not be poratud, or on public I' I'lace of :he case of dollars ; 1886. The Companies Act. Chap. 119. (/.) The namos in full and the mldress end calling of each of thoN.«e. *c applicants, with .special mention of the names ..'not more than fifteen '""^*'''"^'^- and not lens than tlireo of their number, who are to bo the first or provisioiial directors of the company, and the majority of ^vhom shall bo resiilents of Canada. 40 V., c. 43, a. 4. ». At any time, not more than oir, month after the last publication of Potu, , such notices the applicants may petition the Governor in Council throu.'h '«"«" P»"«"t- the Secretary of State, for the issue of such letters patent • ' 2 Such petition shall state the facts set forth in the notice, the amount Mi..t .t ,uai, of stock aken by each applicant, the amount paid In upon the stock of^"^'" each applicant, and the manner in which the same ha ■ been paid in, and IS held for t!:" company ; of I ?t l'"""'^"'' 1 f" '^"'^ '' '•'^'" '^'^^ '•« ^' ^'^'^ the one half a c.,a... of the total amount of the , 'oposcd .ipital stock of the company ; ToT^ult,o 4. The aggregate so paid in thereon shall, if the company is no' .AnZoerta.„ loan company, be at least ten per cent, of the stock so taken ■ if the"P?i'-C company IS a loan company, the aggregate so paid in of the o^ock so taken shall be at least ten per cent, thereof, and shall not be less than one hundred thousand dollars ; 5. Such aggregate shall be paid in to the credit of the comnanv orofm.no. , ^ trustees therefor, and shall be standing at such credit in Z^ZZ:!^^^^ bank or banks in Canada, unless the object of the company is one requiring that it should own real estate-in which case any portion not exceeding one half of sucirvaggregate may be taken as paid in. if it is held by lustees for the company, and is of th. required value, over and above ail incumbrances thereon ; 6. The petition may ask for the embodying in the letters oatenf of any provision which, under this Act, might be made by ^ lafof ^^^^ company ; and such provisions so embodied shall not, unless provll ''""^^^^^^^^^^^ to the contrary is made iu the letters patent, be subject to repeal or alteration by by-law. 40 V., c. 43, s. 5. ^ 6. Before the letters patent are issued, the applicants shall establish « to the satisfaction of the Secretary of State, or o^ such othe 2e "t '^^^^ IS charged by the Governor in Council to report thereon, the suffic ; " of their notice and petition, and the truth and sufficiency of the facts therein set forth, and that the proposed name is not the name of any other known incorporated or unincorporated company, and for thaL , . purpose, the Secretary of State, or such other officer, shall take and keep-"'^" ' of record any requisite evidence in writing by oath or affirmation or by solemn declaration. 40 V., c 43, s. 6. B 10 Chap. 119. The Companies Act. 49 Vict. SdM' ''• T'i« letters patent shall recite such of the established averments letters patont, of the notice and petition as to the Governor in Uouncil seems expedient 40 v., c. 43, s. 7. ma™e **' Tli<^ Governor in Council may give to the company a corporate Se'name. "f^'^^' different from that proposed by ::he applir.ants in their published notice, if the proposed name is objectionable. 40 V., c. 43, s. 8. S?t°er^""" ®- ^°tice of the granting of the letters patent shall be forthwith patent. given by the Sc retary of State, in the Canada Gazette in the form A in the schedule to this Act ; and thereupon, from the date of the letters patent, the persons therein named, and their successors, shall be a body corporate and politic, by the name mentioned therein ; and a copy of every such notice shall fortlnvith be, by the company to which such notice relates, inserted, on four separate occasions h at leai=t one newspaper in the county, city or place where the head office or chief agenoy is established. 40 V., c. 43, ss. 9 and 106. 1 Governor may change name by sup- plementary patent. •jompany may obtain change of name. Change not to affect rights or obliga- tions. SUPPLEMENTAKY LETTERS PATENT. Change of name. 1©.^ If it is made to appear, to the .satisfaction of the Governor in Council, that the name of any comjiany (whether given by the original or by supplementary letters patent, or on amalgamation), incorporated under this Act, is the same as the name of an existing incorporated or unincorporated company, or so similar thereto as to be liable to be con- founded therewith, the Governor in Council may direct the issue of supi)lementary letters patent, reciting the former letters and cliangiug the name of the company to some other name which shall be set forth in the supplementary letters patent. 40 V., c. A3, s. U. 11. When a company incorporated under this Act is desirous of adopting anotlier name, the Governor in Council, upon being satisfied that the change desired is not for any improper purpose, may "direct the issue of supplementary letters patent, reciting the former letters patent, and changing the name of the company to .some other name, which shall be set forth in the suijplementary letters patent. 40 V., c. 43, s. 12. 13. No alteration of its name under the two sections next precedin.r shall affect the rights or obligations of the company ; and all procoedin.^s may be continued or commenced by or against the company under Tts new name that might have been continued or commenced by or against the company under its former name. 40 V., c. 43, s. 13. 49 Vict. ,ed averments ms expedient. ly a corporate it'ir i)ublished t3, s. 8. be forthwith n the form A of the letters lall be a body find a copy of I wliich such at least one oflice or chief 1886. The Companies Act, Chap. 119. 11 I Governor m / the original incorpoi'ated 3orporated or >le to be C()U- ihe issue of ind chancjin" . be set forth s desirous of iing satisfied ay direct the tters patent, , which shall c. 43, s. 12. xt precedinir proceedings ny under its »y or against ) be Obtaining of further poivers. th« mp„ e, „,,tl,ome the d,rect„,s to apply fu,- s„,.ple,„enlary lettor,-" patent, „.«B,..i,„g the power, of the company to ,„ch other ,f„,.„„ses or object, for which a conrpany may he ir.corporated under tin' mTZ are dehiied m the resolution. 40 V., c. 43. s. 14. ••»• l''"-'J>rector., may, at any time withinsLx months after the msa ,„ „ ■ rngofanysneh resolution, petition the Governor in Council rZW-K. the Secretary ofStatc fortheiss„eofs,,chs,,pp,„n,e,.tary l";::!; p;Z'; - The applicants for such supplementary letters patent shall oive a n..,„ , e.t one mouth, notice i„ the Oana.la «««. of'their intenti; sS"''^" appi) for the same, stafug therein the purposes or objects to which it is desired to extend the powers of the company. 40 V, c. 43, s. "s! IS. Before such supplementary letters patent arc issued ' the am,Ii . , C4nts shall establish to the satisfaction of he Secretary oSt^tet'f'^ltto auch other offlcer as is charged by the Governor fjoui",! to re orf»='"-'°' thereon, the due passing of the resolution anthorizii,. Z Lpli aUon and the suiflcency of their notice and petition ; and fo.°tlX ,.p ." : Secietnry „ State, or such other ofhcer, shall take auj keep of reco d of the eompa,,. to all or any of the objects detin 1 n .h tsol itl aid "" """• .otice thereof shall be forthwith given b, the Secretary o S a e in the ama,Ja Ouuile, i„ the form B in the schedule to this Act and he ' upon, from the date of the supplementary letters pate 7| i,™ 1 of the company shall extend to and inelu'dc the oC '.itsro lec";!^™-'''"" »et out in the -Wiemcntary letters patent, as fuU; as iftuchotle purposes or objects were mentioned in the original leLs pate ., 'i eoi^ of every such notice shall forthwith be, b/the compa,,; t i'J „ pane, it • '"r""' °" '""'' ""»'■»'* °="-'°- "-' ''-' »■ > Increase or reduction of capital, &c 17. The directors of the company, other than a loan compan^ n.av s . . a any ume. make a by-law subdividing the existing shares nto '3 .'-^'^""-^ ol a srmiher amount. 40 V., c. 43, s. 19. '- anait,. I 12 Chap. 119. The Companies Act. 49 Vict. Incrciwe of capital. By-law for that purpose. Reduction of c&pital. Proviso ; as to loan com- panies. By-law for that purpose. Liability to creditors not affected. Such by-l.iw to be approved by share- holders and conflmiedby supplement- ary letters patent. Petition for supplement- ary letters patent to con- arm by-law. By-law, &o., to be pro- duced with petition. 18. The directors of the company may, at any time after the whole capital .stock of the company has been taken up and fifty per cent, there- on paid in, make a by-law for increasing the capital stock of the company to any amount which they consider requisite for the due carrying out of the objects of the company ; 2. Such by-laws shall declare the number of the shares of the new stock, and may prescribe the manner in which the same shall be allotted ; and in default of its so doing, the control of such allotment shall vest absolutely in the directors. '40 Vic, c. 43, s. 20. 19. The directors of the company may, at any time, make a by-law for reducing the capital stock of the company to any amount which they consider advisable and sufficient, for the due carrying out of the under- taking of the company ; but the capital stock of a loan company shall never be reduced to less than one hundred thousand dollars ; 2. Such by-law shall declare the number and value of the shares of the stock as so reduced, and the allotment thereof, or the manner in which the same shall be made ; 3. The liability of shareholders to persons who were, at the time of the reduction of the capital, creditors of the company shall remain the same as if the capital had not been reduced. 40 V., c. 43, ss. 21 and 22, part. 20. No by-law for increasing or reducing the capital stock of the company, or for subdividing the shares, shall have any force or effect whatsoever, until it is approved by the votes of shareholders repre- senting at least two-thirds in value of all the subscribed stock of the company, at a special general meeting of the company duly called for considering the same, and afterwards confirmed by supplementary letters patent. 40 V., c. 43, s. 22, part. 21. At any time, not more than six months after such sanction of such by-law, the directors may petition the Governor in Council, throucrh the Secretary of State, for the issue of supjjlementary letters patent to confi ' m the same ; 2. The directors shall, with such petition, produce a copy of such by- law, under the seal of the company, and signed by the president, vice- president or secretary, and establish to the satisfaction of the Secretary of State, or of such other officer as is charged by the Governor in Council, to report thereon the due passage and approval of such by-law, and the expediency and bona fide character of the increase or reduction of capital or subdivision of shares, as the case Jjaay be, thereby provided for; 49 Vict. ter the whole r cent, there- the company carrying out js of the new 1 be allotted ; nt shall vest ake a by-law t which they 3f the under- jmpany shall the shares of e manner in the time of 1 remain the 3, ss. 21 and stock of the )rce or effect )lders repre- stock of the ily called for mtary letters . sanction of ncil, through ers patent to J of such by- isident, vice- he Secretary jrovernor in 3uch by-law, or reduction iby provided 1886. The Companies Act. H': Chap. 119. 13 3 The Secretary of State or such officer shall, for that purpose, take EWd^ce may and keep of record any requisite evidence in writing, by oath or affirma- k^eplfe^e- tion or by solemn declaration, as above mentioned. 40 V., c. 43, s. 23. """^ '"^^ aa. Upon due proof so made, the Governor in Council may grant Granting of such supplementary letters patent under the Great Seal ; and notice Wrr?"" thereof shall be forthwith given by the Secretary of State in the Canada --tiU ;_ GazeUe, m the form C, in the schedule to this Act ; and thereupon lett^pS from the date of the supplementary letters patent, the capital stock of the company shall be and remain increased or reduced, or the shares shall be subdivided, as the case may be, to the amount, in the manner and subject to the conditions set forth by such by-law ; and the whole of the stock as so increased or reduced, shall become subject to the provisions of tliis Act, in like manner, as far as possible, as if every part thereof had been or formed part of the stock of the company originally subscribed 40 Vic, c. 43, s. 24, POWEKS OF THE COMPANY. as. All powers given to the company by the letters patent or supple- Powers given mentray letters patent shall be exercised, subject to the provisions and lo'^^iHir' restrictions contained in this Act. 40 V., c. 43, s. 25. 24. Every company incorporated under this Act may acquire, hold, General cor- sell and convey any real estate requisite for the carrying on of the un IT'' '"'"'■ dertaking of such company, and shall forthwith become and be invested with all property and rights, real and personal, theretofore held by or for It under any trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking, as if it was incorporated by a special Act of Parhament, embodying the provisions of this Act and of tiie p • letters patent ; R-ovided always, that the exercise by loan companies 'S-'"" of the powers conferred by this section shall be subject to the special provisions respecting such companies hereinafter contained 40 V c. 43, s. 10. *' CAPITAL STOCK. as. The stock of the company shall be personal estate, and shall be stocto be transferable, in such manner, and subject to all such conditions andS°e""' restrictions as are prescribed by this Act or by the letters patent or bv by-laws of the company. 40 V., c. 43 s. 34. 2«. If the letters patent, or the supplementary letters patent, make Allotment of no other definite provision, the stock of the company, oi any increased^'"' amount thereof, so fixr as it is not allotted thereby, shall be allotted at such tunes andm such manner as the directors prescribe by by-law 40 v., c. 43, s. 35. "^ , stock. ^ 14 Shares to be paid ill cash, subject to eertnin p.x- ceptions. Chap. 119. The Companies Act. 49 Vict. Boiinlcf (lircctois- Provisional illrectors. Qualiticatioiis of subsequent UircctorB. Resilience. By-law for increase or decrease of number of directors. When to be valid. Klection of directors. Mode anil times of eleo- ti071 . Yearly. 27. Evei-y share in the company shall, subject to the provisions of sub-section five of section five of this Act, be deemed to have been issued and to be held sub,j,>ct to the payment of the whole amount thereof m cash, unless the same has been otherwise agi'eed upon or determined by a contract duly matle in writing, and filed with the Secretary of State at or before the issue of such shares 40 V c. 43, s. 83. • ■' DIRECTORS. 2S. The affairs of the comi)auy shidl be managed by a board of not more than fifteen and not less than three director.*. 40 V., c.43 s. 26. 3». The persons named as such, in the letters patent, shall be the directors of the company, until replaced l)y others duly appointed in their stead. 40 V., c. 43, s. 27. SO. No person shall be elected or appointed as a director thereafter, unless he is a .shareholder, owning stock absolutely in his own right, and to the amount required by the by-laws of the company, and not L am-ar in respect of any call thereon ; and at all times the majority of the directors of the company shall be persons resident in Canada. 40 V c. 43, s. 28. .31. The company may, by by-law, increase to not more than fifteen, or decrease to not less than three, the number of its directors, or may change the company's chief place of business in Canada ; but no by-law for either of the said purposes shall be valiil or acted upon, unless it is approved by a vote of a( least two-thirds in value of the stock repre- sented by the shareholders present at a special general meeting duly called for considering the by-law ; nor until a copy of .such by law, certified under the seal of the company, has been deposited with the Secretary of State, and has also been published in the Canada Gazttte 40 v., c. 43, s. 18 33. Directos of the company sliall be elected by the shareholders, in general meeting of the company assembled at some place within Canada,— at such times, in such manner, and for such term, not exceed- ing two year.s, as the letters patent, or, in default thereof, as the by-laws of :he company prescribe. 40 V., c. 43, .s, 29. 33. In the absence of other provisions in such behalf, in the letters patent or by-laws of the company : — {a.) The election of directors shall take place yearly, and all the directors then in office shall retire, but, if otherwise qualified, they shall be eligible for re election ; 49 Vict. provisions of have been u»le amount eed upon or 3d with the es. 40 v., board of not C.43, s. 26. shall be the ippointed in 1886. The Companies Act. Chap. 119. 15 :han fifteen, ors, or may it no by-law unless it is stock rejire- ieting duly ch by law, id with the la Gazttte. lareholders, ace within lot exceed- he by-laws the letters ind all the they shall (6.) Nohce of the time and place for holding general meetings of the Not.ce. compauy shall be given at least twenty-one days previously thereto in som. newspaper published in the place where the head office or chief place of busmess of the company is situate ; ov if there is ,io such news paper, Uien in the place nearest thereto in which a newspaper is pub! iJ^itlf '""'"'^ '"'f "f '^"'' """'^''"^' «^«'y shareholder shall votes. h, enutled to give one vote for each share then held by him ; such votes may be given in person or by proxy- the holder of any such proxy p , bemg himself a shareholder ; but no shareholder shall be e'ntitled E m person or by proxy, to vote atauy meetiug unless he has paid'all the au can, .uat calls then payable upon all the shares held by him; all questions pro-S"^" fhTlr'fT"'! ■'":■' V''' ^'^hu-eUolders shall be determined by m.jo.u, to he ma ority of votes-the chairman presiding at such meetiug havin^'"'^'''^- the casting vote m case of an equality of votes ; ° (d.) Every election of directors shall bo by ballot • ZZ' '°''' (e.) Vacancies occurring in the board of directors may be filled, for vacanci. the remainder of the term, by the directors from among the qual fied ^'^ ""^*^^^ shareholders of the company ; y.) The directors shal', from time to time, elect from among them- r resident selves a president, and if they see fit, a vice-president of the company ^Sr and may also appomt all other officers thereof. 40 V., c. 43, s. 30 ' talfe'ffectTt! ''"''' '" ^1-tion of directors is not 'made 'or does notKai.u.to Itj!? P'-oper tun., the company shall not be held tobe^rr^effl' thereby dissolved ; but sucli election may take place at any subsequent general meeting of the company duly called for that purpose ; and the :. iringd.rectorsshall continue in office until their successors are elected ^'' V .J C. 'xO. S. ol, POWERS OF DIRECTOUS. 35. The directors of the company may ad.ninister the affairs of the Powers an. company in all things, .nd make or cause to be made for the company SF' any description of contract which the company may. by law, enter into • and may, from tune to time, make by-laws not contrary to law. or to' the letters patent of the company, or to this Act, for the followin. purposes : — ^'"lUg, (a.) The regulating of f.o allotment of stock, the making of calls stoc oTtL ; n""V r?';'" '"^" '''' -gistrationof certfficates of tock,th forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, and the transfer of stock • (6.) The declaration and payment of dividends ■ ' ' Dividends. 16 Chap. 119. The Companies Act. 49 Vict. Number, &c., 0/ directors. Agents and Officers, Meetings, Penalties. General powers. Confirmation of by-laws. Confirmation (e.) The number of the directors, their term of service, the amount of their stock quahficatioii, and their remuneration, if any ; (d.) The appointment, functions, duties and' removal of aU agents officers and servants of the company, the security to be given by them' to the company and their remuneration ; (e.) The time and place for the holding of the annual meetings of the company, the calling of meetings, regular and special, of the board of directors and of the company, the quorum, the requirements as to proxies, and the procedure in all things at such meetings • (/O The imposition and recovery of all penalties and forfeitures which admit of regulation by by-law. (g.) The conduct, in all oilier particulars, of the affairs of the company And the directors may, from time to time, repeal, amend or re-enact the same; but every such by-law, and every repeal, amendment or re- enactment thereof, unless in the meantime confirmed at a general meet mg of the company, duly called for that purpose, shall only have force until the next annual meeting of the company, and in default of con- firmation thereat, shall, at and from that time only, cease to have force • ZfWi^l^ ■ , ^r r ^'' ^^' '''"'' '"'*^'"' °^' '^^« «f ^°y portion of the lil^'^^^ousTn . ' ^* ^""^ ^''^^^' '^^''°""<^ ''' ^t ^^y less premium than rate, *c. tha which has been previously authorized at a general meeting, and no by-law for the remuneration of the i^resident or any director, shall be valid or acted upon until the same has been confirmed at a general meeting. 40 V.. c. 43. s. 32, part. ^ ^ 36. The directors may deduct from the dividends payable to any shareholder all such sums of money as are due from him to the com pany, on account of calls or otherwise. 40 V., c. 43 s. 59 37. The directors may, when authorized by a by-law for that purpose passed and approved of by the votes of shareholders, representing at least two-thirds in value of the subscribed stock of the company represented at a special general meeting duly called for considering the by law _ (a.) Borrow money upon the credit of the company and issue bonds debentures or other securities for any sums borrowed, at such prices as are deemed necessaiy or expedient; but no such debentures shall be for a less sum than one hundred dollars ; (b.) Hypothecate or pledge the real or personal property of the com pany to secure any sums borrowed by the company • But the amount borrowed shall not, at any time, be -reater th«rv seventy-five per cent, of the actual paid-up stock of t'he compa y J the limitation made by this section shall not apply to commercial ;ape; discounted by the company. 40 V., c. 43, s. 85. Debts to com- Sany may be educted from divi- dends. Issue of bonds, Stc, by company Borrowing powers. Charging property, Limitation of amount to be borrowed. Exception, 49 Vict. the amount of of all agents, liven by them leetings of the ' the board of ements as to id forfeitures the company, id or re-enact idment or re- ?eneral meet- ly have force fault of con- have force ; ortion of the remium than eting, and no 2tor, shall be It a general yable to any to the com- >. that purpose itingat least represented le by-Iaw,_ issue bonds, ch prices as res shall be of the com- jreater than "Pany; but ercial paper 1886. 2'he Compcmies Act. Chap. 119. 17 CALLS. 88. The directors may, from time to time, make such calls upon the cauing m of shareholders in respect of all moneys unpaid upon their respective shares, PX""- as they think fit, at such] times and places and in such payments or'""**' inslalments as the letters patent, or this Act, or the by-laws of the com- pany require or allow. 40 V., c. 43, s. 52. 3». A call shall be deemed to have been made at the time when the interest on resolution of the directors authorizing such call was passed; and if a """' °'*"*'"'- shareholder fails to pay any call due by him, on or before the day ap- pointed for the payment thereof, he shall be liable to pay interest for the same, at the rate of six per cent, per annum, from the day appointed for payment to the time of actual payment thereof. 40 V„ c. 43, s. 53. 40. The directors may, if they think fit, receive from any share- Payment in holder wilUng to advance the same, all or any part of the amounts dueBhir' °" on the shares held by such shareholder, beyond the sums then actually ,„,,,,,, ^,^ called for; and upon the moneys so paid in advance, or so much thereof ''^'*"°^«'*- as, from time to time, exceeds the amount of the calls then made upon the shares in respect of which such advance is made, the company may pay interest at such rate, not exceeding eight per cent, per annum, as the shareholder who pays such sum in advance and the directors agree upon. 40 v., c. 43, s, 54. 41. If, after such demand or notice as is prescribed by the letters Forfeiture of patent or by the by-laws of the company, any call made upon any share tZll'y^L.t IS not paid withm such time as, by such letters patent or by the by-laws °' ' 13 limited in that behalf, the directors, in their discretion, by vote to that effect duly recorded in their minutes, may summarily declare forfeited any shares whereon such payment is not made; and the same shall thereupon become the property of the company and may be disposed of as by the by-laws of the company or otherwise, they prescribe ; but, p , nohvithstandi^g such forfeiture, the holder of such shares at the time Si of forfeiture shall contmue liable to the then creditors of the company ""-<^ for the full amount unpaid on such shares at the time of forfeiture less any sums which are subsequently received by the company in respect thereof. 40 V., c. 43, s. 55. t j i 42. The directors may, if they see fit, instead of declaring forfeited p , any share or share, enforce payment of all calls, and interes°t thereon of iEF by action m any court of competent jurisdiction ; and in such action i^ ''""°»- shall not be necessary to set forth the special matter, but it shall be suf- ficient to declare that defendant is a holder uf one share or more. 18 What only need bo nl- legeil and proved. Certlflcatu to be eviUencu. Chap. 119. The Companies Act. 49 Vict. stating the number of shares, and is indebted in the s.nn of monev tn wh.h the calls in anear amount, in respect of one ca or Lrin one share or more, stating the number of calls and the amount of ea h cull, whereby an action has accrued to the company under this Ac -Id a cer . c.te under thei- seal, and purporting to'be' igned y a^ oCr of the company, to the effect that the defendant is a shareholder tl' -.ch cull or ca Is has or have been made, and that so much i due y hmi and unpaid thereon, shall be received in all courts as olilifn evidence thereof. 40 V., c. 43, s. 56. "^ BOOKS OF THE COMPANY. Book to be kept and what to contain. Copy of let- ters patent, by-laws, Sic. Names of shareholders Addresses. Number of shares. Amounts paid, &c. Names, &c., 0/ directors. Register of transfers. Books to be open for in- spection and taking ex- tracts there- from. Penalty for false entries. 43. The company shall cause a book or books to be kept by the secretary, or by some other officer specially charged with that dutv wherein shall be kept recorded :- ^' (a.) A copy of the letters patent incorporating the company and of any supplementary letters patent, and of all by-Ws thereof" J^^^J::::^^'''^' --^-^' °^ ^^^ P— ^ho are or holdi ;^'' '''"" "' """^' '' "'"^ ^"^^ 1^^^-"' -hile such share. (d) The number of shares of stock held by each shareholder ; stcS;^of tHhSr r ^"' '''''''''' ''''''''' '-''-'-^y' - ^'^ bei/'LItrsTthf '""" "' "/'"° '' '^" P^^'^«"^ ^^^° - - have be n directors of the company, with the several dates at which each became or ceased to be such director 2 A book called the register of transfers shall be provided .nd in such book shall be entered the particulars of every tLTr o 1 .^t n the capital of the company. 40 V.. c. 43, s. 36. / 44. Such books shall, during reasonable business hours of every day ex ept Sundays and holidays, be kept open for the inspection of iZ'- holders and creditors of the company, and their personal representatives .t he head ofhce or chief place of business of the company' and every 45. Every director, ofHcer or servant of the company, who knowin^lv makes or assists in making any untrue entry in any such book or who re uses or wilfully neglects to make any proper eVt y thte t or ' exhibit the same, or to allow the same to be inspected and extral tobe taken therefrom, is guilty of a misdemeanor, lo V c 43 s 40 49 Vict. 1 of money to r more, upon lount of each ;his Act ; and )y any officer eholder, that ch is due by primd facie 1886. The Companies Act. Chap. 119. 19 kept by the I that duty, )any, and of 'f; who are or such share- Ider ; ■ely, on the are or have ■vhich each ied, and in of shares in " every day, tt of share- ■esentatives and every ice extracts knowingly ok, or who [•ein, or to aacts to be .40. 16. Every company which neglects to keep such book or books as Forfeiture for nfureyiiid shall forfeit its corporate rights. 40 V., c. 43, s. 38. '"'*'*'"* 47. Such books shall be prima facie evidence of all facts purportinr. Book«tobe to be thoreby .stated, in any action, suit or proceeding against the com- i'vtT'n^r" jiiMiy or agam.st any shareholder. 40 V., c. 43, s. 39. TKANSFKIl OK SIIAIIES. ■IS. No transfer of sliares. unless made by sale under execution, or Transfer of nndev the decree, order or judgment of a court of competent jurisdiction tisane'"' shall be valid for any purpose whatever, until entry thereof is duly'""^" made in the register of transfers, except for the purpose of exhibiting the rights of the parties thereto towards each other, and of rendering the transferee liable, in the meantime, jointly and severally, with the transferrer, to the company and its creditors. 40 V., c. 43, s. 41. -»». No transfer of siKires, whereof the whole amount has not been Liabilities of paul in, shall be made without the consent of the directors; and \xhen-r'egZT'^ ever any transfer of sliares not fully paid in has been made with suchBhar[„°4r- ■consent, to a person who is not apparently of sullicient means to fully"'""'*'"''' pay up such shares, the directors shall be jointly and severally liable to the creditors of the company, in the same manner and to the same extent as the transferring shareholder, but for such transfer, would have ,rowo„>y » been; but if any director present when any sncli transfer is allowed avouiua?''' f (Uructori. S,;rA '»• "» 1""" »!"'" ■ """I" hy ll„. ,.,„„|,m,y t„ „„v ,l„u-,.|,„l,l,.,. ■ if -c hau,.n winch Us chief place of business is situate, which shall be't legal donucle of the company in Canada; and notice of the .situation f Gamete; and the company may establish such other offices and agencies elsewhere in Canada as it deems e.;pedient, 40 V., c. 43, s. 60 ^^rl.'-.f,?^'^'- «-• A^y «"»»i"ons, notice, order or other process or documemt ecnpan. requu-ed to be served upon the company, may beloved by w""! same at the said office in the city or town iu wlueh ,, chief plaL f business is situate, with any adult person in the employ of the com- pany, or on the president or .secretary of the company, 'or by leavin. tJ^ same at the domicile of either of them, or with any adult per.son oH family or in his employ ; or if the company has no known office or ch^ i^iHce of business, and has no known president or secretary, the court v:y or^ .r such publication as it deems requisite to be made in the ... ^ru..es ; and such publication shall be held to be due service upon the company. 40 V., c. 43, s. 61. ^ L^^ 1886. The Companies Act. Chap, liy 28 «a. Any mmxmm, notico, nnlor or procoe.linf. rciuiring a..th(.nti...H. , 0,00m. ti.m l,y the cumpiiay m.ty In, signed hy any director, inunaKer or otln■r;:o;::M^ autl.onze.l ofhcer of tho con.juiuy. and reed not l,c undor the .seal oi^T'' the coriipaiiy. 40 V., c. 43, s. G2. «l. Notices to he aervedl.y the compa.iy upon the shareholders sorvico, nmy be served either personally or l.y sending them through the post, lluSr" • n registered letters, addressc.l to the shareholders at their places <,f abode as the) appear on the books of the company. 40 V., e. 43, h. 03. ««. A notice or other doc-ument served by post by the company on «.„..„« .,f ■ a shareholder, shall be held to be served at the time when the re-istered l^iT '^ hater ontaining it would be delivered in the ordinary cour.e of i,ost • and to prove the fact and time of service it shall be oulHcient to ..rove that such letter was j.roj.erly addressed and registered, and was put into th« p<.st olHce. and the time when it was put in, and the time rePn,-fiori ; u .""^^""S thereof and notice a, the, ...LT^ rthatl^r-loTc" 77t part. ''.. u*d, s. 6^, h..^f;K^?7 "^''"^ ^^''^ '°y P^^^°"' ^^^-fully empowered in thnf behalf by the companv as ifq ot^nmn,, „• , , "i'"^^^*^^" '" that Acts of com- „ ^ 1 • , , .^ attorney, signs on behalf of the rnmnnn,, pany'sattor- and seals with h s seal tjfmll Kc i.,-,,^- . "^ ^*'"^P'^"y>ney valid. have the sa.e effel t' i l;; „' e leTca ofT"""'' """ ''■"" v., c. 43, s. 65. ^' °^ ^^^ company. 40 eve!rbm:ri2::„:^r:::;t:f:f;:r' : ^r- -"-^^-t- , , ° *«■"", ctcteptea or im 'sed. and pvprv iirr.rr.,-„ &o.. when to sory note and cheque madp drawn ^^ • , '/"" ^^^ry promis- be binding o. J '^ "'''■"e, arawn or maorsed on behalf nf tK^ „ oompany.* »l.air„e binding^p rthe'olt: fn ' ''^-'™ °' ">» -"W to have the seal of the comrnvl' !u '" '"' ""''' *"" " ''^ ''"•^"^^'J' engagement, h„,,ai.:;i"r,^:i:a™Z^^^^ prove that the same was made, drawn Le^ed or i„H . ''"?.' "' '° n.ay ,», in p„«„a„ee of ,a„, iy.uZ:;:^^Z:y:X:. tdT person so act ntT as •)«.„(■ r.ff)^„„ v^lb ui oiaer , and the No individual ..e thereh, suhje^d'tl-dta /Irr^litr Tf"^ ^'^ ™'""""'" third person therefor: Provided alwavs^L*^ »l»tsoever to any he construed to authorize tl com Imt f "°" '" ""' ^°' """'f'""" " ;»a,.er thereof, or any ..ro^iZ '^ Vrn^rte-'r d^rd ''"^ ^^^^ 1 r . /"'^ "y Odin 01 attirmatioii, or bv solemn Hp«io,.„f; •>>' dpciari before any ustice of tliP iipono ^. -^ ''"^emn declaration, tion or am- vi., to jied in :-;" rr:t: i^:-Ttr;L^^^^^^^^^^ ::Zi:r:;,raT::r.:rrrV''^ pose. 40 v., e. 43,776 " declarations for that pnr- J:snf„;r;:::::s^:::;^ll::r'"^'" t"-- ^^^"-^-^ •-- - A J 1- ''"CIS pdtenr. ,.. supplementary letterq mfpn^ ..u^n i ""I'ties not deemed d,rectory only, and no letters patent o, sulllenrrv e "!-"™»,. patent .ssned under this Act «1 U Lid void or 'i!l^^ c 25 26 Chap. 119. She Companies Act. 49 Vict. Word " limit- ad " to be in- serted after imine of com- pany on all notices, &c. Penalty for violation of preceding section. Penalty for permitting violation. Penalty on directors or officers using or authoriz- ing use of aeai without "limited" on it. Liability in addition. Prospectus, &o., to specify certain oontracts .rregularitj i„ respect of anv o her Ct , ' ^ ™ '""""" "' ""y -^ .et.r. „.en. or .,,,eJe„t; 7^1 '^rT.Ht: 77 wir;e'!:„rr"ZL:'"2T. ="""^' °' '"«-^' ''■' »-,' office or p,aee i„ .^71 It J::; ™ ""^ ""'-"^ »' ever; 1" a conspicuous position in 1.7 , '"""Pa-'y w carried on "ame, wi4 the saiHrf ^t Tn«"^ ^ ■"'',""• ""' '"'"' '-» its «eal, and shall have its Tmf with hf T " >""' "'"™'™ "" "» legible characters in ,a 1 ™ Hcl, H , " """'^ "^er it. mentioned in «.«o„s of the company atHn aH n "T"": """ °*^' °"™' ?•■«<- indorsements, ohe'nes,' atd o d»« f'r -ll" """"^ """"'"'^ "°'-' signed by or on behalf of.? i ^^ "«•"'*• P'"'PO'''ing 'o be invoices Ld re.ipt' J tZ^ZT"'' ""' '" ^" "'"^ "' P»™'»' «itt tlTirSe:"!:":: ■'°' '^^ "f '^^ » "^-o ■•'» »«™ incur a penalty of twenty dda^^ " '"""""I ""'''^'J ''>' ""s Act, shall is »t so kept painted ".'afflxld: ""' '" """"' "■""" »"* "™e 3. Every directoi- and manacrpr nf fi,r . "ilMly authorizes or ,»rmi^sXh deflrT^^ -" penalty: ' ™ "e™". shall be liable to the like ■1. Every diiBctor, manager or officer nf ,i,. pc-son on its behalf, who uses„rL?i , <'™l«'n}'. and every i"g to be a seal of the commnv T, '"' "'' "" "^ ""J- -»'P-P<.rt- ■• limited " after it noTT7' ' "' """'^ "''"' «>e said lord ttorizes the issuoary, :,:='?;:''," ^'""^■''' °'' ''"^ --es or an- tion of such companv or 'r!; '"'"""^emont or other official pnblica- °f such conpanra^^biirf ?"r' ''"""^ '° ^" ^'8-'' °n behalf cheque, orderfor monCr inrtT'-'™"'""'^ '"""■ ""1-^ement, any bill of ,«,cel, inv2 Cl" nr" """""'f™ '° "^'^'^^ with the said word after it is w 5 "'^™'"P''"'J'' "''e™" its name incur a penalty of t^^hunld dl °"!? V" •"""'"' "''"'-". *»" ble to the holder of 1 ,ut bill o "' ," '"'" ''" *" P™""""^ '-- or order for money o"hft^ Tl ""'"'""^- ""'O' "''ei^e ""•y paid by the l^,^!' '^ ^ :~tl"'r "'^ ■'™" '^ the names of the persons to ^'^^ ^T^' ' '"""^ "" ""^^ '"'^ 0^ - p— , ■ jr o::-::~:t - ^^^ - »^p^ 49 Vict. IS Act, or on account >r on account of any nary to the issue of 40 v., c. 43, s. 77. affixed, its name, le outside of every Pany is carried on and shall have its We characters on its er it, mentioned in other official publi. , promissory notes, is, purporting to be lU bills of parcels, r affixed its name by this Act, shall ? whicii such name bo knowingly and liable to the like a])any, and every ■ any seal purport- ^ith the said word who issues or au- >r official publica- signed on behalf 3te, iudorseraeut, )rize8 to be issued -vherein its name ^aforesaid, shall 36 personally lia- ory note, cheque iless the same is r9, ;ice inviting per- fy the dates and y the company, e issue of such 1886. The Companies Act. Chap. 119. prospectus or notice, whether subject to adontion hv ih. ^- . the company or otherwise • and ,LL . ^ ^ "^''"''^'^ or enured mto not specify the same shTl \^^ZZi7"^ "' " "''^" "'"^^ does ?»e% in the company on tC^ZfZl 7 '""" "'^ '^'^^ shares ^-"''"^-• not had noUof suchtntl trrdtaull^^^^^^ the promoters, directors in.l rffl ^ .u '^"""^^^'^ «» the part of and the company shall not be bonnd to see to °'™™. "'"""■Pony J money paid upon ,nch receipt. 40 V.. C.I3 « si '^'""°"'"' °' *" mi*LtZndTs?ate'Jd^^^^ "'=»'"->• --<> ad.y.«c,.„,„. of the company „iveltt ^nv l ,'*=P'«='-«ly. -"ay, with the eonsont SR... ^""'"j' biven at any general meptino' fViofo^f f ^- against the and at all times be indpmnifio^ i .^° ' ^''°^ *™^ ^o time, ""'"P^-'y- the company .^^ ;r;r ^0^ ^^^^^^^^^^^ ^-^ '" aver, which he sustains or inenrs in or aboutany." ion .t ""r mg which ,s brought, commenesd or prosecuted aCltb "' r"'"^' respect of any act, deed, matter or thing Xt „ev r Zl T' "' '" m."ed by him iu or about the execution of t e I ie"of his I " ""; stir;:rrrabr^°''''i-=' -^ ~t-;ht except such co^tt "Ct ^Tpl;™.':'''^- ""T' "--f— p-. wilful neglect »r default: 40 vT 43 , %7 """' ''^ '"=' "wnKjr' " ^" v., U -iJ, S. 07. default. audi^trretruttyLr'^ir "^ ':*"^' '^ --..-.„,.,.„. «pen.tion. within three yerrLtg^ZX^ tZ^:^''^' alter and rlguLTeTe ZvlffZfteTes toT ^'"''. *' ^''°'' ^^^^lish, p^es on .otters letters patent and supplementa v lottl ! T "' application fortra^^t, f|p«i«r,nf„ ^u J H'^t!"ientaiy letters patent under this Anf Governor m' designate the department or decartniPnta fi, "^^'^""s Act, may council. thereof .shall take place and IvT , v °"^^' ''^''^ ^^e issue registration in resp^ertW ^^^^^^^ ^^^^-^-^ and ing out the objects of this Act: "' ''^"^^^^^ ^"^ ^^^rry 27 of 28 Amount of fees may be varied. Must be paid before action Is talcen. Chap. 119. The Companies Act. 49 Vict. 2. The amount of the fees may be varied according to the nature of he company, the amount of the capital stock and oth^r partic^. ts s the Governor m Council thinks fit : "t-uxais, as 3 No steps shall be taken in any department towards the issue of a., le ers pa ent or supplementary letters patent under this Act unt after all fees therefor are duly paid. 40 V., c. 43, s. 74. f^f '.r^r TTT "^"77 ''™^''"^ ^^^"" ^''y b«f«^'« i^« shareholders lull printed statfimpnt. nf tli^ „«•„,■ j ^^ . , . . ' Sections rela- ting to loan companieii. Sharps. Powers. Making loans and on what securities. Full state- Src2,nfe?!"a full mmt.d.tnZ^ "\ ^'p7 --i--y snail lay Defore its shareholders LOAN COMPANIES. 4oT'c^43 't7rH "fr "' f' ""'' 'PP^^ '' '''''' companiesonly. 4U v., c. 43, Suh-Mle relating to loan companies. ST. The capital stock of every loan company .hall be divided into shares of one hundred dollars each. 40 V., c. 43, s. 88. S8. Every loan company may, from time to time ~ («0 Lend andadvance money, by way of loan or 'otherwise, for such pe lods as It deems expedient, on the security of real estate, or on 1 public securities of Canada, or of any of the Provinces the eof.or ol t le ..ecurity of debentures of any municipal or other corporation issu uuder or in pursuance of any statutory authority, and upon ,suc 1 tenu an conditions as to the company seem satisfactory or expedient (6.) Acquire, by purcha.se or otherwi.se, any security upon whi h it is autlK^ed to lend or .advance money, and re-sell th/same :^:Z (c ) Do all acts that are necessary for advancing such sums of money the payment of all interest accruing from such .sums so advanced anj he o,servance and fulfilment of any conditions annexed 's h advance, and for enforcing the forfeiture of any term or property c, sequent on the non-fuhilment of such conditioii.s,^r of condltion^^e^L^^^^^^^ into for delay of payment ; (tj.) Give receipts, acquittances and discharges, either absolutely and woHy ,. partially, and execute such deed, Tssignments or ler 1 s^uments as are necessary for carrying any such purchase or re-sale into anv^nt?°' ''''^ '"^ "7 '^'^'' ^'''"''''^ P"'-l'°'^^«' *^"d for every and any other purpose in this Act mentioned or referred to. the company Acquisition and sale of securities. Enforcing re- pajineni. Execution of deeds and dis charges. Capital may be employed for such pur- poses. 1886. The Companies Act. Chap. 119. may lay out and apply the capital and property, for the time being, of he company, or any part thereof, or any of the moneys authorized to be hereafter raised orreceived by the company in addition to its capital for the time being, and may authorize and exercise all acts and powers whatsoever, m the opinion of the directors of the company requisite or expedient to be done or exercised in relation thereto. 40 V c 4S V 29 companies only. )e divided into ^i». The company may act as an agency association for the interest con,™ and on ehalf of others .ho intrust it with money for that purpo sen SS aZ^i^e nl'e\ ""^"'''^ ""^'"^^ "' °^ ^"^'^ «''-^' lend'andSSe. advance money to any person upon such securities as are mentioned in the -a^^/nW/ nex preceding section, or to any body corporate, or to any municipal ""^"• or other authority, or to any board or body of trustees or conimissioners upon such terms and upon such security as to the company appeaJ satisfactory, and may purchase and acquire any securities on which tliey are authorized to advance money, and again re-sell the same • 2 The conditions and terms of such loans and advances, and of such mmr . purchases and re-sales. may be enforced by the company f^rits b neh ""^^^^^ and for the benefit of the person or persons or eorporation for whoin .siich money has been lent and advanced, or such purchase and re-sale made; and the company shall have the same power in respect of such loans, advances, purchases and sales as are conferred upon it in respect of loans, advances, purchases and sales made from its own capital • .1 Ihe company may also guarantee the rej-ayment of the Drinciml. :i:^rr" ^?'^ 'r'-"' -' '-''> -^ -^ --^« mtruiirrt sf^ company lor investment : 4. The company may. for every or any of the foregoing purposes c , lay out and employ the capital and property, for the time beii . of th; -P^^ company, or any part of the moneys auth,Led to be raise^i; t r """'^^• ccmj^ny m addition to its capital for the time being, or any money so intrusted to it as aforesaid, and may do, assent to and exedse d uc s whatsoever, in the opinion of the directors of the 'company fott tune being requisite or expedient to be done in regard thereto a. All moneys of which the repayment of the principal or payment v of interect is guaranteed by the company shall, foi the purposes of t!^?'-- Ac, be deemed to be money borrowed by the company! ]o ^^.t ^SEF ^' "^* rowed. »0. The directors may. from time to time, with the consent nf fho :^Z^7t 1 T T^^' --^"^. borrow tr;r ^s»«- company, at such rates of interest as ai^ lawful under this Act, Kk/u."^ i 30 Chap. 119. The Companies Act 49 Vict. K?r ^'- and upon such terms as thev from tim« f .• ... , ^-^«. *- directors may, for that mLnT ! ™'' *^'"^ P^'^P^^ ' '^"^ the bonds or othi; instrt n .t L^^^^^^^^^^ -^tgages not less that one hundred doul . ' ' "'"P^"^^' ^*^^ «""'« ^^ -ay assign transfer Xo'fbtllTe' r^"'^ ^^^'^°^" ^^^^' ^ wise, for the sums so borrotdrvom"^ "'"''" ""''"■ muniments, securities or propert 7th/ ™"'' '' '''^^' ^^^^«' without power of sale or IIT2 ""P""^' '"^ '^^''' ^'^^ or expedient. 40 V a 43, s 9 ,!'"'' '''""""^' '^^ *^« directors deem 5100,000 to be paid up before borrowing. 20 per cent, to be paid up before bor- rowing. Amount bor- rowed by de- posit limited. If tlie com- pany borrows eolely on de- bentures, Ac. If it boirows in both ways. solely I., way of deposit > al.»'„ othe^r e' :ee7.r' ^""T amount of its paid up caiiital an,l nf i.. 1 , »8«reg.lte deposited ., it^in 4 ^^Jt^lJ^f^^X" " """' ™ sec.:*:id";::aLtr,e:s^^^^^ of deposit, under the uert preceding sect™ the f ^^ ™^ the sums so bomwed sha 1 ,,0^ ,°t ■ '*='"'' "'"'""" "^ secLt" f LT'""'' 'T'"' """"" "■"'■ "^ ™y of 'letautures or other secmfes, or by guarantee, as af„res,aid, a„d also by w.ay of douosit l!I agmgate amonnt of money so borrowed shall not at anv ,„? ! the amount of the principal moneys regaining' r^Lidor.rSrr aotiiallj paid up and unm.paired capital of the company ■ but H amount of cash then actually in the haL of the com a,^.l\, ', '^ by .t m Muy chartered tank, or both, shall be deducted fm,„ , , gate amount of the liabilities which the com;*';: thrilreT: 49 Vict. ik proper ; and the n til res, mortgages ipany, for sums of sterling each, or mortgage or other- nts of title, deeds, id either with or le directors deem e consent of the money on behalf 1 rates of interest )sit shall, for the by the company, t least one hun- ts been paid up : east twenty per under the next ^0 borrowed, by 3mpany borrows 1 the aggregate ally in hand, or !a: itures or other nd not by way ;ate amount of four times the amount of its ntures or otiier of deposit, the Y time, exceed securities then int of the then iny; but the ', or deposited om the aggre- n incurred, as 1886. The Oompanies Act. Chap. 119. 31 ''"^ purpose of enlarging itq nnw^rc. tn. companies a» aHectmg or m „„y „i,e i,„p„i™g ,t,e right of the holderof d ta' tares issued by such company, 40 V„ c. 43, s. 93. ».1. The company shalUot use any of its funds in the purchase n.. „ of stock ,n any other mcorporated company. 40 V., c. 43, s. 94! SS? '" panies. J4. The company may hold such real estate as is necessary for th. . transaction of its business, not exceeding in yearly vXthJ™- f™'"'"'^ ten thousand dollars, or such real estate at behrmo'rtglgedo'hypoThe cated o ,t, ,s acquired by it for the protection of its inv^stm Its -and may, from t,me to trme, sell, mortgage, lease or otherwise dispol of the ame; but the company shall sell any real estate acquired fsati fac p , t.on of any debt within seven years after it has been si ac^! ed" ^ ' ' ff' otherwise it shill v,iir^,« ^'-I'-'iy shall be ke„t • and wrthm fourteen days after the taking of any security an ttt; "'«'•■' memorandum specifying the nature and amount of such ecurv and the names the parties thereto, with their proper additions ha'u be made m. such register. 40 V., c. 43, 3. 98. i™"9, »hall be 32 Comp»ny may unite with any other like company. Chap. 119. The Companies Act. 49 Vict. »». The property, b„siZ"aTd toct'el' ^1!*^;"""' T' ~°"''*"' "» ^<-'< society incorporated o,- chart TJalikTur:^ "^ ""^ "™^"^ " b'uWmg, savings or loan comnanv „r Tu"' ^ "'"' "'"-"^ "f any ■ncorpomted or chartered, oZT'LTI '™""™ " '>«™ft- such company or society and ly' ;'";! 'Z'" ""' ""'» "' ""^ ■nent, therewith necessary to snclf , , °°""'""='' «■"' «g«e- purchase or acqnisieioc. 40 V , c 43 "."o'r ''"°"' """""'W'"™. Agreement on m, ,. for such union "»»• J-lie (lirectofs oftliP o^rv, how made, „ . v.tui,-) ui me companv, anrl r>f or,,, tu tea:'- °"''™'^; ■""J' ™ter into a joint a^nlntunlt"""'' ""'"^""^ of each of the said corporations forthennT \ *" corporate seal I'J^Hion of the said corporations f ,, °' r""*'™""™ ^ ™so- tl.e company of .he assets „f 1 tlhet "7 " ""^ """™'"°" V piescribing the tern.s and condtti™, T f u"'""''""^ "' '"^"'y.~ satne into effect, the nan.e o th ,1. ' *° "'°"" "' """^"/the director and other „mcers thereof ad 't!'"?".?' '"' ■'""">"■■ "^ «"> and officers thereof, the man e of e " *"" '"' ""^ «'»' '""ectors of the said cor,„,»,ions i ^ h LfT * """ °"'""" ^">* »f oach ««.er details as they deem L^ssart "l, T. °T'"""°' "'"' -el- and the nnion, amalgan,ation 1^2, 1 fr !"* "»'' organisation, and the snbseqnentlana;;,: ' Tl ™v'"".°,, *' '"" °°'T«"°- ■node of payment for the tj „f ' , h "'°° *™"'' """' '""" and purchased or ae,„i«, by the comply' °*rv:t TsTloT "°"'^ eacrort,!"::;,~:.:'!;;"^;;-'"''".;«od to tl. sharCoMers Of meetingfor ^- ^Otlce of the time and DlaPo nf I '"■"■ ■■"""" ""reof, shall be given by r t,^„ ° .." * ""':""«'• '""^ "'» objects shareholder of the said eirt Ln, r, T"""'' '"'*""'^'='' "' "ach o/Hcc address or place of r'^^ ^ Z7 f °' "'' '"' '"""'" P»' newspaper published at the ch ?„:" !f b'° ' " f '■"'"' """"" '" " respectively, once a wee., for six'':;::^';:'::^ '"'' """"""°- sMe;e"i:r::ri?ii,:'rant::,'''t r™^-' "■»" "= - of the same -each share ^i" kTZl"' T "'°'"™' "'■ "^J-"°" person or by proxy; and if w !thWs 1 T' '" ""^ ™'= ■' holders of such corporations are gvenfof ,^ votes of al, the ,h^,,. n>ent, that fact shall be certified Ton I, ''"°'' "' ""''' "«'«-=- of each of snch corpo.tions, undJI'^S" ttt^r '"^ Approval of shareholders Proceedings at meeting. 49 Vict. isolidate its stock, other company or with those of any ifore or hereafter ! the assets of any tracts and agree- 3n, consolidation, er such company 'e corporate seal nation or conso- i «T.cquisition by 7 or society, of carrying tlie number of the le first directors al stock of each ion, witli such \v organization, id corporations, 1" the terms and pany or society . 100, hareliolders of eld separately, nd the objects i-essed to each it known post al notice in a 1 corporations ihall be con- 1 or rejection one vote in •II the share- f such agree- ;he secretary eof; 886. The Companies Act. Chap. 119. . , "' "'^ ^'^'d corporations, the narpomn^f „„ „J-^. , «Kreen,ent 1» 33 .l.a,.eh„lde; of each Tf IT^r^^ "',""' T" "™ '"'^^«"«' "^ "^ "« " " ■Wiuy of State • and the saM '" ""= """^ »' "'« Sec- tuke,; and ,leem d be th 1 '^''T""',*""' f™'" thencefortl,, he ...d consohdatr„ f t e la' Z:! •" ''°' f ""'""' »-"«'""«"«" of Purchase and ac.nii toX e n"" V'f ^ "°"™"'°' "'"' """" l.a..y » selling, as the case may te ' "^ °'""' "'* "'''""' »">- ,»o'et^s„"L:'irre:tr;?th:'"^r^^"'"-'- *«---«'-■ poration : " "' "" "•'"stence of such new «„■- SC" ...entshaU ,c issued, and .otS^eo^X ;.Z:h::hnrs"' '-f'^^ ol btate m the Canuda Oazelte. 40 V., c 43 s 101 '"'^ 101. Upon the completion and nerfcctinn „f ,i,„ ■ i act of consohdation, „s „,„vi,l„l / l'"" f *=''''<'»«'•<><'»'«"' '■'■J K»o,.i. several corporations or sicfol, , li ," ^'"""'""« "'''""■ 'l'«--"= takeotobeconsolidatd ™ rr '°""°' '''"" ^-^ deemed and '"•«'• the said agroemen llded wt, '""' "•">"""''•>"' '•y "- name in ti.e right; priviie r 1,;, rr:: t t" *'" '-^^^^^ "" v., c. 43, s. 102. " ' ""^ ""='' '"'liorations. 40 ' and!!;„h:;L't:°r '::::er'rt "°"'°"''^''°" - »f™^ 1 ■ •, --"^uic.bs, piopeity, real and personal nnrl oil ,„• i. Hgias of both and incidents a|)I)urteu'ln^ fh«r>f n . , ^^""'^^' '^"^ all rights companies Wes,s„hscripti™sad tie? t d" ° ^r"^*^"'"*^----^-^^^^^^^^ things in action belonginl ,ch c , ;!""*™''.7°""'. »"^ other be taken and deemed to le^^^L: ' ^ r;:^- 1' I','""' *"" l>orat,on without furtheraet or deed ■ r„>vi,Wi T """' "'■- of creditors and liens upon the n™ ,er . of f^ T"'' ""* '•'" "«'"' -'"'" ■ ■shall be unin,paired by sucl con ol d^^ ' . : "^ '"* ""^■""'tions JIISM*- «..d duties of ither of tl sai, n ' " """"" '''='"'• liabilities ■■"""•■ the new corporate and ma! te3';" """ "■"""'"^"' ""-" '» as if the said debt, iaWli I , / , T""" " '° ""= »»""' extent by it; and tilt La '10^0? nr ","",""'"""""'"' ™"'--'-' against the said col-o^t I Z^^Z '^ ^^ °^''"""^' "^ °'' abate or be affected' by such Ton i: otl ^ :^^^ *"°'' '"»'! such act,o„ or proceeding such corporation ma Ac dee "edstmr" f or the new corporation may be substitnt.^ ayooaeemed still to exist, in the place thereof. 40 V., c. 43, s 103. "°"°'' "' ^'"""^'"^ '¥-*■ u Chap. 119. The Companies Act. 49 Vict. Annuj. sute- !©». The Company shall transmit, on or before the fir«. ^ . & -a ^^^^ ^^ '-^^ yea, to the Minister of Finance atUl He ' , what.t.nu,t statement in duplicate, to the thirty-firat day of Do . ^'"''*^ ' derived tl>ei-ef,„m Im i ■ ' '""* "'" "™"«'' """ »'' '"^"^"t n«tm.e „„., extent of «, "' 3 t, ti: the""" """ °"'"'- ""'«"» »' '» ">« ,0 details a, h f,™ t L r '"""'' "'"' '" "'°'"'""'' »»'' »iU> Buch as Proviso . ,„ private mat- tern SCHEDULE. FORM A. dullars. siiares of Dated at the office of the Secretary of State of Canada, this day of 18 . 40 V.,c.43, sch. A. . ^•^•', Secretary. FORM B. Public notice is hereby given that nnrlpi- «< Th^ n ary letters patent have been ™„i ^nj ' ,,^*'l,''''7"«» ^''" »"Ppleme„t- date the day f "'" '*'"'' "' *^»"""l". I»'»""'g of the Conrpany has been ext^rfed to i„cl„dc [Ae,. sell^^^'^^" '""'^""^'"^ Da«d at the offlco of the Secretary of State o( Canlda, this day of ' 18 40 v., c. 43, sch. C. A- B.. Secretary. Chap. 119. 35 iindertiikinsir purposes or The Companiw Ad. FORM C. Public notice is hereby given, that under " The Covwanie.Arf " , ^ . Dated at th„ offlce of 't,. s.c..„r, „f State of c*I Ihi, ""''"■ dayof ■ j^ ^ 40 v., c. 43, sch. A. ^' ^" Secretary. SovK.—AppI,/ to the Department of the Sfrrptnr,, „c vy 4 r.,. petition. ^ -^ "" '^'" "'"'-y "J '^'«'«. 0//a«-a, y;,. the l,lmk form of Not^e to ,.,yenin iU •■ Canaaa Ga.e„e.- ana ,*., it Mlcontain. i. llic applicniits for such letters pateDt must .-ive at l.„,t . iVa?ue. (a) The proposed corporate name of the Company, which shall not ho f) . . Purposes. is foigU ; '"""" ""'■'" *' ^""'"" °' ""' ^"'- f- «■'-'' "3 i-n-ation Chief place of business. of tlill: '■'"" """'" """°"""'"" "'°""""»' "'-" " '° "= "^ ohief place Capital. (d) The intended amount of its caiutal ^tnnl- m-j^.-^i, • ^i CWpan,, Shan not be .ess tha„ „neT::::jl';j::;;l,;i*^ ^"" "'" '""" Shares. (e) The number of shares and amount of each share. Names, etc., of applicants. (/) The names in full and the address and callin- of each of the .^r.r . w.h special me..ion of the names of not less than three n m etan fif I ;' ' their number, who are to be the first or Provisional T)iv.ot2 VT n and the major part of whom must be residenrrS.I " '' ''' ^^"'""^' 111 *^ "^'"^P- ll^- The Companies Act 49 VicT. Petition for letters patent. nottn'^fl'"'" 'i™'' r' '""'■' ^^'"""' month after the last publication of such Ts io f r ' 7 ; '"r '"''"" '" ^''^"'-"^^ Oenoral. through tho 8.c e y ot State of Canada, for tho issue of such letters patent ; ^ What if shall contain. (2) Such petition must recite the facts set forth in H.r. n.fj 1 A certain amount of stock must he taken And a certain amount paid up thereon. (4) The afrjrrpfrate so paid in thereon must if tlu> p,.r„^ " 1 I-any the aggregate so paid in thereon nu.st he at least ten Z cent ft? f.' "H.st not he less than one hundred thousan.l dollars ^ '"^' ''"^ Disposal of amount paid up. (0) Such aggregate must have been paid in to the credit of the . m. tru^ees there.., and n.U3t be standing at such credit 1 ^.^ini;,:;: ba,.ks n. Canada, unless the object of ti>e Company is onT e d ^ 1, ^ .should own real estHte.-in which case any part not move than one L cl aggn.gate may be taken as being paid in, if lona fide invested in ell IZ suitable to such object, duly held by trustees for the CV.rnpanrand L ^0. of I requned value over and above all incumbrances thereon. ° "^ '^' Certain provisions may he inserted in patent (6) The petition may ask for the embodying in the letters nntonf nf visum which under this Act might he made bv bv law of 1 r "^ ^''■ porated ; and such provision so embodied si ll ot 'miss pr otl ''''"''■ ' trary be made in the letters patent, be subject to .epeair rwi: by b;.,r Prehmmary conditions to he estahlished-P roof of facts asserted proposed name isuotthenameof any other know, .cornorlrt „ ' Co.p„„, an., to that end, the L^u..y o/Vta^rir ^ rrrt take and keep of .ecord any requisite evidence in writing, by s„le,nn dcda'at'oi 1886. The Cumpanieti Act. Clmp. liy. 37 ""In Ac, ^'\'!"''y-''""']" Victoria (1874), cl,a,*. tl,i,ty.,„v„„.h, in.ituM ■ Fees must he paid before action taken. J:JT'^' f"'^ ^'" '"''."" "' ""^ ^«l-truc3nt towards the issue of any letters all lees therefor shall have been duly paid. ""louuc oi Copie. of certain notices to U published hj the Company in local paper 9&10 A copy of every notice of issue of letters patent or sum.lenientarv etters patent winch, under the provisions of this Act, the Secretarl of Su t^ ^ oquired to insert in the Canada Gazette, shall forthwith, after such hcI :;n^in':':'^:"^ " ^'"^ ^""•' "^^^ '-'''-'' ^--^^'' - ibu;:t::r sail Act':"'""' '' "" ''^"^"'' ''' *^"" ^'^'^'' '''"^'' '^' «^^'^ -«tion of the the'/e'e rr$20a"''"' """'''''' "'"' ''''" ""^"'^ '^ '''''''' «'' "I--^« SSO^l'^s/so/"'""' "^'^''^ ''"^' ''^ ^'''''''''' "i'--'^ -^l J-« than .S2oO,oTo,"*lt. '"'""' ""''''' ''"' " ^''''''' "• "^'^^''-^''^'^ -^ ^- than 4. When the pn)p(,sed Capital ritook is less than SIOO.OOO, .$50. 5. When the proposed C'aj.ital Stoci< is *40,000 or less than -f40,000 $30 On application for Supplementary Letters Patent the fee to be one h.'df of that harged on the Original Letters Patent, except "When an increase of ca,^ stock IS apphed lor, in which case the fee thereon shall be based upon the actua ".crease of the capital stock, and the fee payable shall be the same as i .'^"it upon r.-tters Patent for the incorporation of a company whose capita s,ci;: the same amount as such increase." AH fees must b paid in cash or by an accepted cheque made payable to tlie order of the Honorable^ of State, and must be trans'mL . 1 ^ by liegistered Letter. " G. POWELL. n . . .. , , ^^"^^^ Secretary of State Department ot the Secretary of State, Ottawa, 25th February, 1889. r: ii 38 EXAMPLE OP A SPECIAL DOMINION ACT. An Act to incorporate ■■ The Times Printing and Publishing Company." WHBBBAS the following persons, namely: Wn, Allen T'T "" """;"':■ S.mpson,S.G.Beatty.T. Wilson. Ecbt. Kn^^^ C IjeU TZd Ta'n ^ ^ John Conger, Jas. Brown, Eobt Neilson T W T^ i.r C™PW1, Wallace, Jas. Cnnnin,.ham W Bpli' ,T "'""""'• ^'°- '^'*™' «»!"• to be in;orporated Isa b"d^;b-;,V H ''•''"^"''"'■••''••''''^'=P«'i'i»"^d ImK. new;ai r^nd a :fer trintt3^^^^^ """^ ''"™- "'^e Brantford, Province of o'n^r and in ^ !" *'"= ''"''™'' " ">« 0''^ »' the severll Provinces of t,e Do 'f„„ *%T"" ""'""'' '°™ """ P'««- - Therefore Her Ma^l; by „" ^ ^ j "* -"T '™' '° »-»'*-' P^^er , House of Commons, eLcL".s """°' "'""^ «^»="^ ^^ Wils»,S„S,Wm-Neii ^Z'Z'l'f,- fTT' ' ''■ ^'^^^^ '■ Eobert Neilson, J. W John on Wm C 7^ M"^" °°"«'"' •^■™'=' ^'O^". W. B. Kobinson ari Ja Ifel'* ^^ « "f""' •'»"^' ^™'™«''™. as now are or nray helt irmf 8^17 „ 1 "c '' """' 'r"' created, shall be and they are bereby declarrdrbe L 1 », ^ ^'"'"'"^ '""'''' c::jpe(u:^te7Ci ^-tr: °' •• - -- ^-'Cr^^^^^^^^^^^^^ ;n.pieyd^nsweridtt:trdrd::vr.s.rd::irr -i i law or equity, and bv thaf mmp fi,^,, ^ .1 • "«ienata in all com ts of .pssio\:dmay^irarn:!7.:^:';;:;^^^^^^^^ selves and their snccessors, urrder ^ « t" " !"' ""' """'" '»'■ "'""'- personal, may contract for, alienate buy sell In"' '"'"P"''^' "''" ^''<' dispose of the same or any par 1™/ f! ' " """: """''S"*"' » o"""'™ occasion n.ay require for tL nurl ,: f T' ,""° '° "'"'^' "'"' "' ''" '""» ^ pHces, and n^on'snch -I aiTcCdLl'^rib^y-rrse^et/"' ^""'' ^^ - exte„!;„jtdttytro:Thfb'ss,::;r T^r ^"^°'° -' "™""""""' forcanying on the business of prMn ntb!l "!"'*'''P«'-' ™' S'-'^ally wood-cutting lithoeranhinc bn l, ^ J " ''"';'''*"'& stereotyping, engraving, cles of merctn^nri^d rt^lt:"'' ""' °"^^""« '" "^ 39 3. The head office of the said Company shall be at the City of Br.nf fnr^ he said Company shall by their votes resolve and decl re that the sa dt^ ta asm the stock book appears, of each shareholder or his representative and Tj advcr .smg the same for two weeks in some newspaper pXh dt the o"tv^f Brantford aforesaid, and shall then submit snch Lsolntl to nch meetta/f^ holde s present may accept, endorse, amend, or reject such resolution of it D,rectors, and may pass a resolution authorizing the Directors f the aid Com W to mcreasethe capital stock of the said Company to such amount 1 l. may deem necessary therefor; and thereupon the said^Di^ c^ r;"b . 13 By-laws declare that the capital stock shall be increased by such amount Z the fme. amount and manner of paying the same, and may open stock bnlr su scnpt,„„s ftereof a„d thereto. Provided always that sue , ot on Z a u^ IZTfTheT """"' r\ '' '-= ""'""^"^ -^^ "^ submitted t: a"; annual mectmg of the Company, which annual meeting shall have all the powera and pnvrleges herem conferred upon a general or special meeting called as he";^ «. To enable the said Corporation or Com pany to carry out the objects herein n-.n^,oned, the said Wm. Allen, U. Thompson, S. O. Beatty' W. B'Eobinson and J. W Johnson are hereby constituted Provisional Directed of the said Zpanv who shall have pK,wer to manage the aftairs of the said Company u'tilSors under the prov^mns of this Act sl,all be elected iu their place, and the saM Pro vsmnal Dn.ctors shall have power to o,»n stock books, receive sub^^^ i;«ons fa 40 call a general iueetmg of the shareholders to be held in the Oitv Tk. le , I wh,eh meeting „„t less than te,. ^.y, notice .,h„U he it b^p ,1 "ad™ i'sf meut and not.ce dehvered or mailed to each stocl^holderte theX^e of olec i^: :air„ft^zirs-^^^^^^^^^ per crntml" l,!n ^'™''t"^ ''"" ""' '^ ™"*'' ^^ «™""™"'> l>"»i"e=s until ten of B. ";"" """""' "'"'"°° 'f "■' '»■'' °™>l-y *»" ■« "«M in the said City of the Company and be open for the inspecUon of the shareholders. estnnl'jandelhir/T' "T"-' '' ''"" '^ '''' ^^"^^^ ^^ ^^^« shareholders to estimate and establish by resolution the then actual value of the shares of the Z^^^e^l^ ''""'' "'.^'"^^' "^'^ '''''''' ^^-^ become transmitted by o'r ' , 'ii r'"'°'' "' ^" '""y °"'^^' ^^'^y ^^o^^oeyev, then the Directors share calculated a. tire last established actual value thereof as afore«d the^d q ::itp,: - ^ .rir ^etre:;l^:lr 2 shareholders should at any meeting neglect to fix snch actual valuer it 41 It::';' " ""' *°" "' "•"*■"' ™'"» ""' another resolution be passed IS. The shareholders shall not as sueh be held responsible for any act defanit, contract or liability whatsoever of the Company, or for any ZZLtt claim payment, l„,s, injury, transaction, matterortl ing whatsover re atfn^To ^ connected w.th the Company beyond the an.onnt nnpfid, if any; In thei ,e ae,e shall be a Pnnter and Publisher, who shall be held responsible in anf^: minal poeeed.ngs for hbellons n.atter complained of as having been publSd in I sa,d Times newspaper, or by the said Company at its ^stablishm nt and eh and every ,s,ne of the said newspaper shall contain the full name and post ofhce address of snch Printer and Pubbsher. 13. Every executor, administrator, tutor, curator, guardian or trustee of stocl. t i:i;;r:r«r:r -7 '" "»■* "' »" "''"-^-^ «■« compa'„tand h^ De eligible as a Director if representing a sufticient amount of stock. th,'.f' "' *^!''"""' '"' ""= '"''' ''™P''"y ^'"'" >« "«te.ov-^- '^^'wTZ ""'^ ''^^'' '^' '™^°^^"^^ ^" "^« ^^tters patent of any Provision, which otherwise under this Act might be embodied in any by-law of the Company when incorporated. 37 V., c. 35, s. 5. 8. Where a notice has been published according to the rules of the Legislative Assembly for an Act incorporating any Company, the incorporation whereof is sought for objects for which incorporation is authorized by this Act, and a Bi has been introduced into the said Assembly in accordance with such notice and IS subsequently thi-own out or withdrawn, then in case a petition to the Lilute- nant-Governor for the incorporation under this Act of the Company is filed with the Provincial Secretary within one month from the day of the terminitinnnf the Session of the Assembly for which the said notice wa's gLn t^e : cr^V be accepted in lieu of the notice required by section 6. ». The Lieutenant-Governor may dispense with the publication of the notice mentioned m section six, m any case in which the capital of the proposed Com pany is three thousand dollars or under. P'uposea uom- 45 satisfLL^ofrP ^'""^Pf "^ ^'^ ^--^' the applicants must establish to the satislaction of the Provincial Secretary, or of such other officer as niav hPPh«vaJ y or er of the L^utenant-Governor in Council to report fhL . suf n y of their notice and petition, and that the proposed name is not th name of any other known incorporated or unincorporated Company. ^ 11. The Provincial Secretary the Assistant Provincial Secretary or such other office, n.ay, for the purposes aforesaid, or for any other pur;otun;er tWs Ac . take and keep of record any requisite evidence in writing under oath or .ffi ma^on. They or any Justice of the Peace, or Commissioner for takinfaffi Ivt or Notary Pubhc. may administer every such requisite oath or affirmation t,Vp o*^* '^he letters patent shall recite su,h of the material averments of the no ce and petifon so established as the Lieutenant-Governor may find convenient to insert therein, and the Lieutenant-Governor may. if he thinks fit. give to h Company a corporate name different from the name proposed by the ppli ants in th pubhshed notice ; and the objects of the Company as stated in th Ttte s patent may vary from the objects stated in the said nltice, provided the j ct f he Company as stated in the letters patent, are of a similar character to ose contained in the notice published as aforesaid. th. P**'- ^' 1 ? "^ '^'" ^''"'^"^ °^ '^'' ^'''''' P^t^"<^ ^J^-" be forthwith -nven by he Provincia Secretary, in the Ontario Gazette, in the form of Schedde A to his Act ; and from the date of the letters patent the persons therein nan eel Jd their _successors shall be a body corporate and politic by the name ZlZt 14. In case it is made to appear that any Company is incorporated under a name the same a,, or similar to, that of an existing Company, it shall be hw'ul ov the I leuteuant-Govenior in Council to direct the issue of su ,ple . I^' letters patent reciting the former letter, and changing the name of the Co nTC o some other name to be set forth in the supplementary l.tte^s patent an no such alteration of name shall affect the rights or obligatfons of th Co pluT a^^ all proceedings may be continued and commenced by or against the Co np liv y Its new name, that might have been continued or commenced by or a"a t thi Company by its former name. ^ * ^^ "^*^ 2. The High Court may compel an application under this section whenever a Company improperly assumes the names of. or a name similar to that oH existing Company. ' ^^ °^ '^'^ 15. The provisions of this Act relating to matter preliminary to the issue of the letters patent .hall be deemed directory only ; and no letters "patent oi sup- r: 46 plo.nontary lottorn pat.Mit IssiumI umU- this A,U .simll 1„> 1„.1.1 void or voidable on uc-ount of any irro-ulurity i„ any uotico proscril.o.l I,y this Act. or on .u.-ountof tho lusuniciency ,.r absonco of such notico, or on acouut <.f any i,,,..Milarity in mspcctof any othor matter prolin.inr.y to tho iss.u, of tho lot tors ''patont or supploniontary letters patent. I«. 1^ very Oonipany so incorporate.! may awpiire, hold, alienate and real estate subject to any restrict ('.i)nv(^ >ons or CO and sliill forth will 1 h.'conjii an 1 h,' invivsto I witli all ri'dit iiditions in the letters i»atent set fortii, s, real and |)ersonal, heretofore hel.l by or foi the (^impany under a trust er(>ated witi incorporation, and witli all the powers, privil carryniLT on of its undertakin- as th )Uno Gazette. 3«. The Directors of tho Company shall have full power in all things to administer the affairs of the Company ; and may m.iko, or cause to be made for the Company, any description of contract whicli the Company may by law enter into. »7. The Directors may, from time to time, make by-laws not contrary to law or to the letters patent of the Company, or to this Act, to regulate— (a) The allotment of stock; tho making of calls thereon; die payment thereof ; the issue and registration of certificates of stock ; the forfeiture of stock for non-payment ; tiie disposal of forfeited stock and of the proceeds thereof • the transfer of stock ; ' (6) The declaration and payment of dividends ; (<■) The number of tlie Directors, their term of service, the amount of their stock qualification ; id) Tlie appointment, functions, duties and removal of all agents ollicors and servants of ti.e Company ; the security to be given by them to the Company • and their leiiiuueiation ; ^ J > (e) Tiie time at which, and place where tlie annual meetings of the Company shall be held ; the callings of meetings, regular and special, of the Board of Directors, and of tlie Co.nptuy; the .luorum ; the requirements as to proxies and the procedure in all things ac such meetiii<^s • (f) The iMijmitionand recovery of all penalties and forfeitures admittincr of regulation by by-law; and " (g) The conduct in all ot'ier particulars of the affairs of the Co m pany , I; Hinl iniiy. IVoiii lirno to li l.y-l titiK 'iw. lui.l .'vviy ivpciil, aiiiiMiiliin>iil 6U »'«'> ivpt'iil, iiiiiciiil ,„• nMiimct tl 'l«l Hillim ; hill cviTV siK'h ill "iliiMit^il at II ;,'..ii('nil liner ,,r II '!• ••''-<'niU!(iiioiittlii.n(t»r, uiilosMiiiil Hliull only liiiv,. (oiv,. until n, li.> ( !•< IIK'UII- "'»l>'">.v..Iuly,.all„.| lor that, |Mir|.o.s(. l""V^'' 'I'' H },'t'ii.'r,il ni.viin,!,' diil- .■u||,,| j ^' l|H" same, IS saiiclioiM'd I »y a. Vote ,.r nnl •'I's tlii'ii |ii(.s..|it in iM'ison (M' tills ni;iy liurrow i iiy. iiiid issue the hondn lelieiiliii iit'i't'ssaiy ; liiit no siieh del dollars '""I'Hiiy, and may s.dl the said l.oiid.s invsasinay he deemed expedient or he <'«s Hiiin than one hundred •ciitiires shall he lor a I pledi'e lh,> ival oi !'• directors ni;iy, iiniler the li[ i\e s ""•"'"'vt'd lor the purposes theivol I'«'rsonal property of ih,. Coinpany, 1 iiietion, hypot!i,cate. iiiorl |,M^,'e, or '• secure any sum or sums all ti ««. One-roiirih part in valm, of (1,,. si iM"s have the ri.rht t.) call a s any l.iisiness specilied in siieh writt peeial '•"■^''"'''''•'•^ -r the (!onipaiiy shall at ''"".^ ""''••'"'f, Cor the triinsaetion of nil,'. t'li re.,iiisitioiianil the notice callin.r || le iiieet- lO. A Py -rany hy-law orthe ("onipany, nmler itsseal.and LH'Mi.,rned hy any ollic-rolihct li'iice oltho hy-hiw in all ( iMiipaiiv slial '"iirls in ()iitari( piirporlingto ho received as i>rlin,i facir cvi- • l* The stock of (he ( iim he transferaiil restrictions as hy this Act, or hy the'l may he prcscrihed. |>iiny shall he deemed p.-rsonal estate, and shall ^ •" ;'."^''; """'"•"'• y. 'i"eon ut any less premium than what has I ing, or for the payment of the I'n-sid <.pon until tho same has hoen confirmed ut'a general meet h,^" at any greater discount or l>revioiislv authorized at a general meet- out or any Director, shall he valid or acted • 'vcrv siK'li II llitt IllClllt- iiit |»nr(Mwo, i,y ; iiiul ill Hi« to liiivo mIiiiII ImvM ^iilc (if iinl I |M'lsnIi or lliti Diicc- tlid IxiikIh, iiiil ImiihIh, liiMil or 1)0 I' liiinilrtMl •'I'l^'ii^'t', or II nr .siiilis ly shall lit INUCtidll of till' iiicot- i'|M»rliiij^' t,(» fad >' CVl- uml shiill lidllN JUllI U(HU])iiiiy, icl< of tlu( ml us du' isi'onntor I'JlI llUH't- I or acted r.i il« Th(^ DiroctorM of tlm (y'tim|tany inay call in ami iIciihukI friuu tlin HJiarc- lioMnrH tlitTt'ol', iv.Hpi'ctivi'ly, all simii of money liy tlicin Hiil)H(!rilM'(|, ut hwU tinioH ami piaci'M, anil in mih'Ii pay v'h and iiiMtnlrnt'iils, as thu It'ttiis iialont, or tluH All, or tlii> ItydawM of lliii (lonipaiiy rii|iiiiii oi .Jlow ; imd inti^n-st shall accrim and lall diii>, at the li-^'id ratn lor thu time licing, upon the amount of any unpaid cull, from till) day appointed for paymnnt of sintli call. ■lil. Not li'SM thiiii ten per centum upon the iillot.ed stock of the (Joinpany hIuiII, Ity means of one or more ealls, in; ciilieil inanil made piiyuhle wilhin oiio year from the incorporation of the Company; the residue when and as the hy-laws of the Oompany direct. ■10. The Company may enforce payment of all culls and inten^st thereon, hy aelion in any (Jourt of competent Jurisdiction ; and in such action it shall not he necessary to set forth tlie sjiecial mutter, hut it shall ho sullicient to ,st,ate tJiat the defendant is u holder of one shure or moic, slating' the nnmher of shares, and isindehted in the sum of inom-y t,o which the culls in arrear amount, in respect of one cull or more upon one share or more, statin;,' the numl»(U' of calls and the amount of earli, wherehy an action has accrm-d to the Company under this Act ; and a certilicute under the seul, and purportin;,' to Ih! si;,'ned hy any ollicm' of the Company, to tin- rlfeiit that the defendant is a shareholder, that siieli cull or calls has or have heeii made, and that so much is due hy him and unpaid thercson, shall he received in all t'oiirts as jifuiid furJc evideiiiM! to that elfect.. 'IT. If, after such demand or notice as hy the letters patent or hy-law.s of the Company is prescrihed, any cull made upon any share or shares is not puid within such time as hy such letters patent or hy-laws may he limited in that ho- half, the Directors, in their discretion, Ity vot^e to tJiat eirect, lecitin^' the facts, and duly recorded in their minutes, may sumiuiirily forfeit any shaiiis whereon such payment is not iimdo ; and the same sliull thereupon hccoine the property of the Company, and may he dis|M)si;d of as hy hy-law or otherwiso thu Company may ordain. •I.H. No share shall he transferahle until idl j)revious calls thereon have h{;on fully paid in, or until declared forfeited for non-payment of calls thereon. 41K No shareholder heinj,' in arrear in respect of any call shall be entitled to vote at any meeting of the (Jompany. {50. The (Company shall cause a hook or hooks to be ko[)t hy the Secretary, or by some other ollicer especially charged with that duty, wherein shall he kep recordcil — {itf A copy of the letters patent incorporating the Company, and of any suppleniontary letters patent issued to the Comitany and of all hy-law,s thuroof ; ■ 52 shareholcSs ;"""' ^'^'^'^^^^^"^ ^^-g^^' ^f all persons who are or have been (0) The address and calling of every such person while such shareholder ; (^0 The number of shares of stock held by each shareholder ; each itSoirr'' '"' "' "' ''™"""' '"p"'"' '"^"^^"^'^' ^" ^^^^ -^^^^^ «f eatrv*^virthrrf"'' f !^''' '" *"''' '"■''" »= ?'"'-=»"''» '» *« Company for twTand " ""'-P^ioular, of each tranrfer, ani the date of tL eotry or Zl t t:^^:jj"' *^ =-'-' '^^^^ '^' *«•> -" P«-. became t.«n.fe, of st„a ,vhe.eon any call has been made which has not heen paid in. o.de,.Ti,rfl'!!r!r "T*' ""'"'' ""* "^ '* ""''^' O"""""™ »■■ ""'■«■■ 'I- p.M-re w :r„ '"' T''°'°"' ""■" "' "'»' •'•^■""■- *»" bo valid for any t « e ;: Z: "r °"'^''-' ^^''""""S «- ■■'8!"^ »f *e parties thereto se™ V , , r '■"'"'"'"= *" "■'"'^'°™ """^ <"' i»te'm jointly and tre o [Jt , tensfc-or to the Co„,pa„y and their creditors, nnti the entrv tncreol has been dnly made in the books of the Con.paiiy. Sa„,T' *!";'' ,'7'" ''■""• *"■''"» "■""""Me business lionrs of every d.ay ex-cent to f hTc™ ; "'" '",'";"°'"" '"■■'"" "•"«*■> of '""-.olders and »I Place fn ' f; "'"" '■'"-■"■ !'"'■■'"'"" ■■«l"-««='"^'«ves. at the ollice or chief sent.,tive may make extracts therefrom. thereW :, S"';l'.''ooks shall be ;„■;,„,! yW;, evidence of all facts purporti,,,, to he ^ZC'- '" -*" ™ '»--«""8 '•^--' '"e Conrpan} or'a^ai.rst any or asstr'tot ,h!'""'°''' "I""' °'' ''"""' °' "" '''""""">'• *"" '^""""="7 make to n ke n, "" "'■"", '""'^ "' ""^ ^"'='' ''"»''■ "■■ *»" «f"'« ™- 'H'sleet i socio „7:;Vi""^' "'=""■. ^ •■;"'' -y person violating the provis,,,:, o ial.l! ' r ""^ """""' ""''ilily 'vhich he may thereby incur he ^.:aa::^^" -" '-- ™- ■-■^ "■'■^* -^ >-»■ ■■ 'ested^nari;:: r have been reholder ; the stock of Drapany for )f the entry have been on became ookof any paid in. under the lid for any es thereto ointlyand the entry ay, except xnd credi- 2 or chief ' or repre- ting to be ainst any gly make >r neglect isions of incur, be nay have 63 56. Any Director or officer who refuses to permit any person entitled thereto to mspect such book or books, or make extracts therefrom, shall forfeit and pay to the party aggrieved the sum of one hundred dollars ; and in case the amount is not paid within seven days after the recovery of judgment the Court in which the judgment is recovered, or a Judge thereof, may direct the imprisonment of the offender for any period not exceeding three months unless the amount with costs is sooner paid. »''• Every Company incorporated under this Act shall, on or before the hrst day of February, in every year, make a list in duplicate (verified as is herein- after required) of all persons who, on the thirty-first day of December previously were shareholders of the Company ; and such list shall state the names alphabe- ticaly arranged, and the addresses and callings of all such persons, the amount ot stock held by them, and the amount unpaid thereon ; and shall also make out a summary m duplicate verified as hereinafter required of the state of the affairs of the Company, on the thirty-first day of December preceding. 2. The summary shall contain the following particulars :— Firstly— The names and residences and post office addresses of the Direc tors, Secretary, and Treasurer of the Company ; Secondly-The amount of the capital of the Company, and the number of shares into which it is divided ; Thirdly~The number of shares taken from the commencement of the Com pany up to the thirty-first day of December preceding the date of the summary ; _ Fourthly-The amount of stock (if any) issued free from call ; if none is so issued, this fact to be stated ; Fifthly— Thti amount issued subject to call ; Sixthly— The amount of calls made on each share ; Seventhly—The total amount of calls received ; Eighthly— The total amount of calls unpaid ; Ninthly— The total amount of shares forfeited ; Tenthly— The total amount of shares which have never been allotted o- taken up ; Eleventhly— The total amount for which shareholders of the Commny are hable m respect of unpaid stock held by them ; Twelfthly— The said summary may also, after giving the information herein- before required, give in a concise form such further information respectina the attairs of the Company as the Directors may consider expedient. '^ :■ I^"ers Patent for cer- Joint Stock Co„„,„„iL' Letters l'!,°o,t 1 .' "'1^™'""" "^ " ''V Ontario "3 to the kind of proof required by the VrLZi^l '" "P'™1'™'= >"'ggestio„s ■eport ta favor of„„ „pp,io„tion „„dcr the IImT;. ' *" ""'»'""' '""' "> LETTERS PATENT. 1. The Lieuteiiant-Governnr mo,, i t . of the Province, g,™t a Ohartirt 'a * .^^f ^ P"'™' ""'I" «.e G,.at Sea. .hall petttion therefor, co,«,ituti„g sucl " to n/ 7\''''' '"' """' «'". "-h" shareholder, in the Conrpany thereby Led a bod "'^"^ "'"' ""^ "^"-^ -=;:t^ ih;t::d^r 9^fF ^-- PUBLIC NOTICE. 2. Applicants for such Letters Paf,„i.„, . • ■n the " Ontario Gazette ■• of thlh • t " i " """ "' '"''' '""' «'l"' ""'ice oaprtal of the proposed Oonrpany t o, ' ™ "o "ol;^ '°' ."'^ '»">'• ""'«- "" Ooveraor ,„„y disp,„,, „,„, J j^f^f " °- '«■ "I'™ the Lieutenant- («) The .Jbristian „a,„.., in f„„ n, """' '"° ' legal additions „r "ccnpati„,,s,'spcc ,: , ^."Pf 'i:-''. "*'' "'-■ -sidences of them who are to be the lirst Oirecto,' o t^^o f ^ ™'''' °' '"" '"'' '!■»■■ *« be a sharebohler and own stock absclut;?;!:', ■s'::";^ '"°" "''-'»- »-' Of 4C:fs:i:r;:- ;:- ^™^^ ..- ..t be t,. confounded therewith, orotberlise on pub li",? T ; " '"''''= '" ''« ""f-riy cases wluue the Lieu,te,,ant.Oover,,or ,'00, ,J ! t'"'' ""J*"""""'- i-^-ept i^ be shown that, t is not essential in the „,bT' ■ ^^''r ''"'=* ("'''<"' '' ""'-^t of Ontario, or of some locality therein Is ' ! ' """'"' '"' ""^ '''™''"« CWpauy, as, for instance: J. The 0«ari '; " "''" "' ""> "»'- "f the of Ontario," ..The HatniltouC. ta J:,p '"''T^' l^''^^'-' Associatio,, Comp,any „f Brantford," " The iiri.ht ' ,1' J'° ''"='"* «k»""S l&k Limited " must be added :iiton Dairy Com Pauy," etc. The word -e apphcauts is intended to '-'^>:^ZtZ:::::::'£ ^^^^^ i '\ 1*1 60 pany of Toronto (Limited), " " The E. & C. Gurney Company of Ontario (Limited)," " The McCormick Manufacturing Company of London (Limited)." (c) The object for which incorporation is sought. {(l) The place or places (which must be in Ontario) where the operations of the Company are to be carried on, with special mention, if there be two or more such places, of some one of them, as (e) The chief place of business of the Company. /) The amount of capital stock, and (g) The number of shares into which the capital is to be divided and the amount of each share. 3. Proof that notice has been duly given must be furnished by means of affidavit, setting forth the dates of insertion of such notice, with copy thereof, cut from the " Gazette," attached thereto. The proof as to the proposed corporate name, not being that of any other Company, ought to be stated on the knowledge and belief of one of the applicants, a resident of this Province, or by a resident attorney or agent. The statement should be verified. THE PETITION. 4. At any time, not being more than one calendar month after the last publication of the notice in the " Gazette,'^ the applicants may petition the Lieutenant-Ciovernor-in-Council, through the Provincial Secretary, for the issue of Letters Patent. Tlie persons who petition must be the same persons who gave the notice and must be shareholders in the proposed Company. 5. The petition should in every respect correspond witli the notice in the " Gazette." It should be legibly written, and state {a) the names in full of the petitioners, with their residences, legal additions or occupations ; (6) the name of the Company to be incorporated ; (c) its objects, which may vary from the objects as stated in the notice in the " Gazette," provided they are of a similar character to those contained in the notice; {d) the place or places in Ontario where its operations are to be carried on ; (e) its cluef i)lac6 of business ; (/) the amount of its capital stock ; (g) the number and amount of its shares ; (Ji) the names of the Directors, who must be shareholders owning stock absolutely in their own right, and at least three in number ; (i) the amount of Stock taken by the Peti- tioners, the amount, if any, paid in thereon, by each applicant, and whether it was paid in cash, by services, by the transfer of property, or how otherwise. The petition should be signed by eacli of the applicants personally ; but if, in any case, it is signed by attorney, a copy of the Power of Attorney, duly authenticated, must accompany it. Each signature must be verified by an affidavit made by the witness thereto. Printed forms of petition may be obtained at the Provincial Secretary's Department. (W 61 STOCK-BOOK. Stonw'h ^l' "^'r';?'^':^"^ ^'' ^'''^ "^-''^^''^ 1-ovoa by producing the Company's Stock-book ^v.th the signature of each subscriber duly verified. A verified copy slo Id ll ?f"i "^ •" "'" " '^^ ^^'"^ P-^P«''« ^- ^he Department, hould be of foolscap size, vvh.ch is the most convenient for the purposes of FEKS. 7. Sub-sec 3. of sec. 71, of K. S. ()., Cap. 157. provides that no step shall be taken m any Department towards the issue of any Letters Patent or Supple- mentary Letters Patent under the Act. until after all fees therefor have been duly paul. Kemmances in cash n.ust be made by Registered Letter ; other- wise, they are at the risk of the sender. Post Office orders, or " marked " bank cheques or draft, sh,.uld be nuU p..tble to the order of the Provin 1 Secretary. CharttiJ-- ^'^^'''"'^' '' '" ''''''^"'' '^ "'' ^''' '"^''^^'^ ^''''' ^"^ *he issue of For a Charter when the proposed capital of the Company is S200,000 or upwards ^^^ „ When it is SIOO.OOO, but is less than S200,000*.".' 50 OO When it is S50.000. but is less than SIOO.OOO 40 oo When it is less than $50,000. but more than S3,000. 30 00 When it i, 83,000 or less ' jJJ ^Jj When the Charter is for an Educational lustitution.'.'.'.'.'.'.'.'.".'.'.*.'.' 10 00 RE-INCORPOKATION OK A COMPANY. 9. Any Company incorporated for purposes or objects within the scope of The On ario Joint Stock Companies' Act, or within the scope of the Act s t anay be hereafter amended, whether under a Special or General Act, and bein. at he tune ot its application a subsisting and valid corporation, may appl/fo Letters 1 atent re-incorporating it under the first-mentioned Act. At the time of reincorporation, if desired, the name of the Company may be changed its powers extended, and the capital stock increased to any amount Ihich the'sh'ar - holders of the Company may, by a resolution passed by a vote of not less than tw.a.rds in valueof those present in person, or by proxy, at a general e'^ of the Company duly called for considering the same, have declared to be requisite for the due carrying out of the objects of t!ie Company. See li. S. 0., Ca, . 157 sees 72 et sequiter. If the capital of the Company is more than $3,000 the' fee for the charter is .^25, unless the capital stock is increased, when the m-ovi sion mentioned in the last sentence of paragraph 10 applies. 02 I Hfl'Pl.KMMNIAIiV I,I;ttI;US I'ATKNT. 10 S„p,.I.„„.ntnr,v l.Htns 1'.,.mI fnr („) i,„.,n,sin, .„■,/,; .|..,.n.,.sin, .ho capi- 1 '. .1, soonor. ..ay. ,1 .I,.y s.v li., nK.k. a l.y-law lor n,..,vas,n, ,|„. ,,,pi,„; stook of tl.o ( ompany (o any amount ul.i.L ilu.y ronsalor rn|„iMl.. for (I,. .|,„. i'lirryin^iv ..nl of tli,. ,,l.j,.c(,s of (!„■ Company. ll'. Snd. l.y-Iaw mast .loHarc tl,,. nnmhrr ami val.io of (I,.- slunvs of tl„. "^•" sto.L and may pn'sorih,. llu« manner in whirl, Ihoy an- (o I,o alhitlod. '•'• ''''"' '"'"■ ^•'•"■''■•^ ">iiM I'oof iho saim. am ,t as the nl,|. H. Tho hy-Iaw n,„s| ho sanctionod hy a vol., of not loss (han 1 vvo-(hir.ls in v.hu. ol (ho sharoh.l.h.rs at a ,o„o,aI mootin,, of tho Company, .inly oilh-.l' f„r fonsidonn-r iho same. ' Uk Av.M'itio.i c.opyof thonotir.. to tho shanhohk-rs caHin- ih.. .^Mioral mootn,. shonld ho Inrnishod. I, shonld also ho show,, that the no.L wa'^.nvcM. in compluuuv with tho roqni,vn,onts of tho Statntoorof the hy-law.s of tho Com l^iiny. as (h.. oaso may Iv. * "" !<>. Not mo,v than six months after (lu> hy-law has hron sanctionod, the i nvctor- of the Con.pany may petition the Lientenant-(ioyen.or.in-C«uncil throuj^ the 1 rovineial Secreta-y. for the issne of Snpplementary Letters Patent to conhrm the s.une. The Petition nu.st he signed hy all th. Directors, whose signatures must 1).> verified. 17. Thehy-lau, sealed and dnly verified, must he produced with «uch petition. 18. The petition, besides stating other material facts, should show :_ (a) The date of the Letters Patent incorporating the Company ; 6) il>) Tl... .Into upon vvhi.,1, tin, l.y-l.w was M.a.l... ,unl th. .lat. .,pon wl.inli (<■) TU.I,nnaJi,ir .l,am,.t.,r of M.n innva ovi.ln.l n.r. „n.l ll,„l „o|,,.„ o <'"• uppliruln,,, |„r H„,,|,|,.,„„„u,y ,,.,,„„,, ,.„,,„, |„^^ ,„.,^,, j,,^^,_,^,^, ,.^_. ,,^^^^ ;:"^""""''" ^"•"'", '■= " ^^"'"^•'" ^^"^""".■' n; l.„wov..r. U.., ,.upi,„I of tin, <.o.np„.,y, or s.irl, ,,tpit;,,l uh i,„.n,,.s...l. ,Io,.h not .,n;A $;!,0(IO, ||„. [j,,,. tmmiil-doviTiior may . A ropy nf t|„. noli,., ^rjvon in (l„. " (,'„:Hh'," .|„ly v.-rili..,!, nin.st, 1... iiirnislicd, UO. TlM.f.M.sforS„,,pInn..nfary f..(t,.rM I'at.^it, ,.onfinnin«l.y-laws incr-aslM" <;'M"<"I. un- 1 ... san... as tl.oso ,nvvn in pam.rrapl, 8. in vrsp.-cl, of (Jompunio.s l.-.i,,." . OTUVAl JOINT ST()(;iv COMPANIKS. Und.M'the Great Seal Letters Patent ,nay ho i.ssue.l for tho incorporation of :- (a) Timher Slide Companies : See K. S. O., Cap. 1 ,57, and H. S. ()., Cap. 160. (/>) Steam and Heatinfr Companies and Companies for supplying Elootricity for the purposes of Light, J [eat and Power; See K. S. O., Cap. 157 and U S O Cap, 165. » . . ., ((•) Cenctery Companies : See R. S. 0., Cap. 157, and R. S. O., Cap. 17.5. ((?) Street Railway Comi)anios : See R. S. 0., Cap. 157, and R S Cap, 171. ' ■ *' All communications should be addressed to The Honorable The Provincidl Secretary, Toronto, Ont, «4 I KEY TO THK USE OF JOHNSONS JOINT STOCK COMPANY BOOK- KKEl'INd. out Ir.J'T •''!""''" '~?' "-"r"'^"'" '■"^"''■"' '■" ''" ^'"^ '^'-•^'^"Pond with iho.r. worked o^t,e.,epl rnj,„„rc>, and results : ronse.,uen>l>, on,, onr ,r/n, understands do„l,le .nfr,, t,ook- 'L SX Se''' ""''""''^ '•'•'■^"•"^ ■'"'"' ''""■' '•-"^-".'/ '">"^- /'•"- //'/.v k ;'//w Ontario nui^mrfis Colhgc, liillenllc, Scries of Text Boukn, {No. 2.) (1) Eernl t!.n first tw<, ].anijrniphoH „n ,.«f,^o 7 ; tlu-n h-nrn the two methods ot incorporating' Joint Stock Co.n,,iini...s nn.lor Don.inion loaislation by readmit carefully from the third paraj-raph on ,.aye 8 to paragraph i> on page lO.and from page 35 to 41 inolu.sive. Then refer again to " Forms of rroceeduig and Record " at pag<; 35. (?) Obtain a knowledge of the J)oniinion law alFccting Joint Stock Companies by rea,iin;. the ren.ainder of the (ieneral Act from paragraph U on pL 10 to the end. i b " (3) See the list of books and forms used in this net at page G9. (4) Write the Trospectus (see form page 70). (5) Learn the natnre of I3y-laws by reading carefnlly the exaniples from page 73 to lb inclusive. ' (6) How to record the minutes of meetings of a company's Directo-s you will learn by studying the examples given from page 7G to 78 inclu, on " VonwH of Coinpiinios on page 10 iniilos from rectors you ve. lie I dominion Ifler.s, after sliaiL's of 11 page 76, i Company following, Dominion at all the be called electing a purposes. 1 choosing ly'aOliice, owiu" : — o 66 Minutes of last meeting read and apj.rovod. The certificate of the .scrutine^ra aa to tho electujn of Directors at the gcneml meeting of Hlmroliolders (see form Ht pages 7G and 77); the motions electing the President and Vice-l'resi.lent ; tho motions electing you Secretary and Accountant ami Oeneml Mannger ; the motion making a lirst call of 25 per cent, upon the share- holders, and the date it shall be due (see page 77 for example of tho foregoing). (10) Prepare an Instalment JJst for the first call of 25 per cei.i. after tho form given on page 79. (11) Make out Instalment Scrip for th., amount paid by any one shareholder, see form on pagf; 82. (12) Study very carefully tlio introduction to the Journal from pa"c 87 to 89 inclusive, as you will there find a full explanaLi.ui of entries peculiar to the books of Joint Stock Companies, (13) Make the opening Journal entry as on May 5th, which is to debit the shareholders with the amount of Stock subsc^ribed by each as shown in the Stock List, in tiie form of tlie entry at page 89. (You may here refer to pa-'o 87 for instructions regarding another plan of dealing with Stockholders' accounts.) (14) Open the Cash Account by debiting it with the instalment paid by each shareholder as per Instalment List No. 1, S12,.500 and interest S13 48 in the manner shown at page 90, and open the Stock Ledger. See pages 108 to 110. TRANSACTIONS. May 5-Bought from L. Shickliiua, the Propeller " Ontario, " for S22,500, and the Propeller •' Erie," for S23,000. 5— Deposited in Bank of Montreal, S5,500. 1*^— " " '■' .H125. 20- " " " S2,420. " Advanced the Purser of each boat the sum of .S200 for use of boat till it has earned sonietliin<'. 29— Settled with L. Shickliiiia, for the Propellers" Ontario " and " Erie " by paying per check 1, .«?10,000, and giving the Company's note for the balance at two months from date, ^35,500. (N0TE.-Pu« all Checks through the Cash Book. Keep the Ledger posted. May 29-Close the Cash book for first month, post the totals, and bring down the balance. JuneS-Journalize Trip Statement No. 1 of Purser Propeller " Ontario, " the following being its items : Dr. side. Freight .S1,H30. 00, Passengers $72.50 ; Cr. side, Wages $210.20, Fuel !?6e.50. Pro -isions $215!20, Canal and Harbor dues $245.20, Commission and Agency $121.49,' i', I'l ."*Sii-"A'*''ii:' U-'-TT" ■ 66 June 8-Lighteiage and Elevating S390.25, Engineer's Department $24 20 Mate's Dept. S57.30, Grain short $30,72. " —Cash received from Purser Propeller Ontario, Trip 1 S500 12- " « " " Erie, '^ l' 475." " — Dejwsit in Bank, S900. " —Paid Policy of Jnsurance.in Eoyal Canadian Co. on Projieller " Ontario " by Check No. 2, $200, being one per cent, on S20,000. " —Paid Policy of Insurance in Canada Marine Co. on Propeller " Erie," by Check No. 3, S200, being one per cent, on S20,000. " —Paul A. 15. Gilbert, on account salary, per Check 4, $100. " " "M. MacCorniick, " " " 5 jgQ " fur stami)8, wtationery and books, cash, 40. G, S. Tickell, for office furniture, per Clieck 6, 240. " —Journalize Trip Statement No. 1 of Purser ProiDeller" Erie," the follow, ing being its items : Dr. side. Freight $1,796.25, Passengers S94.20 • Cr. side, Wiiges 3274, Fuel $73.20, Provisions $195.80, Canal and Harbor dues $220.00, Commission and Agency $11 G.OO, Lightera<^e and Elevating $339.00, Engineer's Dept. $17.20, Mate's Dept $88.90, Grain short $5.85. ' 20— Debit cash with the second instalment on stock as per Instalment List No. 2, $12,500, and interest $6.08. "—Deposit in Bank, $8,000. 30— " « " 4,500. " —Close the Cash Book for second month, post the totals, and bring down tlie balance. July 1— Cash received from Purser Ontario, for Trip 2, $1,510. " —Deposit $1,400. "-Journalize Trip statement No. 2 of Purser Propeller "Ontario," the following being its items : Dr. side. Freight $3,291.20, Passengers $428 ; Cr. side. Wages $319.50, Fuel $502.00, Provisions $428.90, Canal and Harbor dues $273.80, Commission ard Agency $132.40' Lighterage and Elevating $430.40, Engineer's Dept. $14.50, Mate's' Dept. $58.60, Grain short $4.10. Make out the Trip Statement for above in form given en page 86. 8— Cash received from Purser Erie for Trip 2, $1,575. "—Deposit, $1,525. " —Journalize Trip Statement No. 2 Propeller Erie, the following being its items : Dr. side. Freight $3,19] .20, Passengers $550.00, Grain over $45.00; Cr. side, Wages $296.00, Fuel $498.25, Provisions $475.00, Canal and Harbor dues $253.00, Commission and Agency 3nt $24.20, "Ontario" ler "Erie," the follow- rs S94.20 ; Canal and Lighterage te's Dept. ment List ring down ario," the 'assengers S428.90, S132.40, '0, Mate's page 86. being its rain over 'revisions I Agency 67 July 8— S134.00, Lighterage and Elevating S412.50, Engineer's Dept., S5.20, Mate's Dept. SI 0.00. 13— Transfer partially paid stock in the form, given on page 84; journalize the transfer as shown in example page 91, and post it to the Stock Ledger, as is clone in example. 20— Debit Cash with the third and last instalment on Stock, as per Instal- ment List No. 3, .S2o,000, and interest S8.0I. "— Deposit .S20, 500. 31— Deposit 83,740. "—Deposit .S2,250. " —Cash received from Purser Propeller "Ontario "for Trip 3, §2,200. "—Close the Cash P>ook for third month, post the totals, and bring down the balance. " —Journalize Trip Statement No. 3 of Propeller Ontario, the following being its items : Dr. side. Freight 83,529.20, Passengers 8790.0o'', Grain over .840.50; Cr. side. Wages 8296.00, Fuel 8428.00, Provi- sions 8377.50, Canal and Harhor dues 8250.20, Commission and Agency 8126.00, Lighterage and Elevating 8380.00, Engineer's Dept. 820.00, Mate's Dept. 835.00. Aug. 2— Retired Note favour L. Shickluna, 8-35,500 by Check No. 7. 4— Cash received from Purser "Erie," remittance for third trip, .81,800. "—Deposit 81,800. •' —Journalize Trip Statement No. 3 Proi)eller " Erie," the following being its items: Dr. side. Freight 82,950, Passengers 8785.50 ;°Cr. side. Wages 8232.50, Fuel 839L20, Provisions 8419.50, Canal and Har- bor dues 8221.00, Commission and Agency 8115.25, Lighterage and Elevating 8396.50, Engineer's Dept. 810.00, Grain short 830.00, Mate's Dept 815.00. Transfer paid-up stock as shown at page 85, make out the form, and post to stock Ledger as is done in example. Aug. 8— Credit the Purser of the Propeller Ontario by Jas. Scott, for freight charges uncollected at end of season, 847.00, and by E. Thompson, for ditto, 8150.00. " ♦ Eeceived from Purser Propeller Ontario, Cash to close the season. " * Received from Purser Proi)eller Erie, Cash to close the season. "—Paid A. B. Gilbert bal. of Salary, $300 per Check 8. " — " M. MacCormick " " 450 « 9. " — " by resolution of the Board, S600 to the Directors for their services by Check 10. *The debit balances of the P„rBer3' acc't at this date are the amounts they severally owe the Company. ■ I l lUj pi iiiil iii I ^-^ m 68 Aug. 8— Credit A. B. Gilbert with 4 months' salary, at $100. " — " M. MacCormick " <• " « |.150. Eead again carefully the explanations at pages 87 to 89. Take off a trial balance. 10_Determine the profits of each vessel by making the Working Account entries, rs is done in examples at page 92. A " Working Account " is the same as a loss and gain account, and the difference between the debit and credit side either a net loss or gain. The Ontario's net gain is $4,343.44 ; the Erie's S4,008.30. Having determined the gain of each vessel, now find the total gain of the Company for the season by closing all the remaining lejn-esentative accounts into Loss and Gain. They are, Discount and Interest, Ontario Working acct. and Erie Working acct. to Loss and Gain ; and Less and Gain to General Expense ; the credit side of Loss and Gain is in excess of the debit side $6,739.31, being a profit upon the capital of the Company of nearly 13i per cent. (13.48.) Refer to page 78 for the minutes of the last meeting of the Board, when, after examining the statement of the Comi)any's profit, an annual dividend is declared of 10 per cent. Read carefully the second paragraph on page 88, regarding declaration of Dividends. As instructed in the last paragraph on page 88, make the Dividend entry in the Journal. Make out the Dividend Sheet, taking the names of existing Shareholders from the Stock Ledger, as in example at page 112. Pay the Dividend with pro ceeds of Check 11, and make the entries in Cash I3ook. Deposit Cash in hand in Bank, and post and close tlie Cash Book. Bring down tlie balances of the Real Accounts, and make out the Asset and Liability Statement and the Loss and Gain Statement after the form on page 113. Make out the Auditor's report, stating in your own language the facts men- tioned in the example at page 114. Read carefully the hints on Auditing, pages 117 and 118. Eead from page 113 to the end and study carefully. 69 i Take off a :ing Account ig Account " nee between 'he Ontario's I gain of the iccounts into cct. and Erie xpense ; the 31, being a 48.) . when, after d is declared eclaration of end entry in shareholders lid with pro- ook. Jiring nd Liability Id O. 3 facts men- JOINT STOCK COMPANY BOOK-KEEPING. Having in the preceding pages shown how Joint Stock Companies are formed, and having given a digest of the Laws affecting them, we now proceed to illustrate the method by which the Books of such Companies should be kept, and for our purpose create The Ontario Transportation Company (Limited), We might of course, illustrate the method equally well by a Company engaged in printing, mining, manufacturing, or any other kind of business than that chosen, but the principles and methods that we shall adopt in the following set are applicable to all Joint Stock Company Book-Keeping, be the business of the Company what it may. It is in the existence of, and in the manner of dealing with the Share Capital and the various books and forms which it necessitates, that Joint Stock Book- keeping differs from the ordinary Double Entry method of keeping accounts. Below is a list of the books and forms used in carrying on the affairs of the Ontario Transportation Company (Limited), each of which is explained hereafter : Prosprctijs and Stock List. Transfer Book. By-Laws. Minute Book. Instalment Lists. Instalment ScRir. Stock Certificate. Purser's Trip Statement. Journal. Cash Book. General Ledger. Stock Ledger. Trial Balance. Dividend Sheet. Profit and Loss Statement. Asset and Liabil- ity Statement. ll 1« 70 . I PKOSPECTUS OF THE ONTAKIO TEANSPOKTATION COMPANY (Limited). Capital $50,000, in 1,000 shares of .1?50 each. Provisional Directors. R. C. Hooper, Esq., Kingston. T. S. FOKD, Esq., Whitby. W. B. E013INS0N, Esq., Belleville. J. W. JonNSON, Esq., Belleville. S. G. Beatty, Esq., Toronto. Jas. Bakek, Esq., Belleville. Secretary : A. B. Gilbert. 5a?i/i;ers.- The Bank OF Montreal. The Ontario Transportation Company (Limited) is formed for the purpose of carrying on the business of forwarding freight and passengers between Canadian ports and American ports on the St. Lawrence River and the Great Lakes. Owing to the opening up of the Canadian North- West, the enlargement of the Welland Canal to a depth of fourteen feet, and the greatly increased traffic between Liverpool and Chicago and other lake ports, both in grain outwards and general merchandise inwards, it is evident that a much larger fleet of steam propellers than has hitherto been required will find remunerative employment in the carrying trade of our inland waters. Judging from the past it is safe to predict that a profit of at least 12 per cent, is assured. For this purpose the Company propose to give a contract for building two propellers to the well-known ship-building firm of L, Shickluna & Son. St. Catharines, Ont., and immediately they are completed to enter vigorously into the proposed business. Li order that there shall be no delay, it is proposed t© apply for a Charter, under tlie Dominion General Joint Stock Companies' Act, as soon as one-half of the proposed Capital Stock is honajide subscribed. It is proposed to make calls upon the subscribers for stock as follows : 25 per cent, when the Charter is obtained ; 25 per cent, about one month thereafter ; and the balance of 50 per cent, about two months thereafter, according as the Direc- tors may deem advisable. 9.S, s- I COMPANY ille. e purpose of in Canadian Lakes. iment of the ffic between and general pellera than .he carrying edict that a uilding two & Sou, St. a'ously into ' a Charter, one-half of ws : 25 per saftor ; and the Direc- 71 S-3 "» -1 2 O tfl w 1. ^^ M « 2.5 IB 2<» 2 -S 3 <* ,-0 -. o a '(B SO = cos's o 3 ?> 5 o " O to r»H2. oa a 2 B S " a 1^ S r» ^«?- ^ a B o » 3 - B 2.r» < re Pt .'=' a- o i-i I— I 03 C« p p B a' CO fo O re B so cr p B re o "1 P 3 B re "I B !» fS re B a- re ►1 S| B re re B re 3 re 3- H f^ B B P 3 ►1 S w ET B- P P 3 i CO B re Bi p J? B re s o o B re 3- B B 3- B B 3 "< re re iu a. CO p ~ B p S- fp — s cr cr re 35 re 3 Hi -1 re p "I re tn X re a^ cr re i-« re B B o B ■-! 3- P B P B re B r s- p 3 00 C cr re re B B5 -1 re CO 3- P "« re oo B cr re 3= "« o B re s 3 1-1 re CO B cr J" re S B CL re 3" P -1 O o O M o t>3 >-i O 10 '* P. P. CO 3- re o re" re o B p D re p p 1 a. p •1 r/i* C B en re p w w •^ H p 3 re '■a 3- re o 3 P 5" w .w c o B o B P ffi re CC o ^I m P w re P o c o c 3 3 3 o cr CG Sp oi CC oi S re re re £L w P^ p CC a; re p p O) '^2 cz: W re^ re" -1 td re" 1 W re_ re' O 3- re P a; o =i: B. o "^ -• ^ s( re 3 ?= B ~ re p td re re -1 3 s- D ^ o 1 o B re re" -i td ? S i < re re ■' I ^ i g p re ^1 as TO cn ' -• Til §^ 3 ryi a, re -I p _. ►a 3- p re ":!" re o i-l — . ?»■' ^TI S^2- o CO <-»- ^^ a- w ^ °° EH p re ■ "1 t^ p •-« o re o 3 B O o B p 3 b" o O Of 3 B ;Mli: 72 APPLICATION FOR SHARES. To THE Directors of the Ontario Transportation Company (Limited), Be pleased to allot me ten shares in this Company, and I shall sign the Stock List when presented. Location and Date- Name. NOTICE THAT SHARES HAVE BEEN ALLOTTED. Sir, The Directors of the Ontario Transportation Company (Limited) have this day allotted you ten shares in the Company, as requested in your application. Belleville, March 5th, 1890. A. B. Gilbert, Secretary, FORM OF PROXY. I, John Smith, of Montreal, in the District of Montreal, being a member of the Ontario Transportation Company (Limited), hereby appoint Thomas Jones, of Belleville, in the County of Hastings, to vote for me and on my behalf at the ordinary or extraordinary, (as the case may he), General Meeting of the Company, to be held on the day of ; and at any adjournment thereof (or at any meeting of the Company that may be held within the year). Witness my hand, this day of Signed in the presence of ^m 78 IMITBD), 1 the Stock BY-LAWS. The following By-laws are givon as ,, example of by-laws in general and he manner m wh:ch they are made. No two Companies will have therexactlv the same. Here we only allow tlm «fn..i r.f *^. n " "^ "ave tnem exactly for mstance, Bank Stock or Insurance Stock. ^ cuoose— as, ED. ted) have p plication. tary. member of aias Jones, lalfat the Company, 3nt thereof OF THE BY-LAWS OF THE ONTAllIO TRANSPORTATION CO. (Limited) Passed at a Meeting .f the Directors, held at the Office Company, on Tuesday, the 20th May, 1890. MEETINGS. „ H ^'cf" ^'"''"^ TT^ ""'"''"^ "^ '^"^ Shareholders shall be held at the office of the Company (of which ten days' notice shall be given by circn r to each Shareholder), on the first Wednesday in February in each year! for th 1 po L of hearing the report of the Directors for the yeai last past, and to elec Doctors for the next ensuing year, and for all other geneml mirposes relating to th! rnanagement of the Company, and at each ^such gen.raTLe t fu id WrtLT"^^ " "^ ^^""^ '' ''' ^--- - -« P-dingV^s^ll 2 A general meeting of Shareholders may be called at any time (the same not^e to be given as for the annual general meeting) by the Directors when hey may deem the sanie necessary or advisable for any purpose, and it shall be incum bentonthe President to call a general meeting of the Shareholders wlerv'r lequired so to do in wr.ting by one-fourth part in value of the Shareholders f the Ccnnpany for the transaction of any business specified on such written requi t on and notice as they may issue to tliat effect lequisition require. '''" """"'"' '''" '' ""'' '°°^'^" ^^ '^^ ^^^^'^^^^^ ^' -^'^-on may 4 All vaesiions at meetings shall be decided by a majoritv of the members presen, either in person or by proxy, to be filed in the office W the CompanT and winch shall be to the following eff"ect : ^"'"pany, PKOXY.-This is to certify tha\ I, , being a Shareholder in the Ontario Iransportation Company (Limited), to the extent of _ shares have nominated and appointed, and I do hereby nominate and appoint _ Jl 'ho IS a Shareholder in the said Company, to represent me at all meetings of the Share! holders of the aforesaid Company, for whatever purpose the same may be ^U d and sub,ect to the By-laws of the Company, the vote or votes of my above- •74 V I named representative shall, in all respects, be consitlored as my vote or votes, until I shall have signified iu writ'"g to the President of the Company my with- drawal of this ]iroxy. Dated this day of A.D. Witness : 6. Shareholders shall bo entitled to one vote for each and every share held by them in the Company, but no Shareholder being in arrear of any call upon his or her stock shall be entitled to vote at any meeting of the Company. DIKECTOES. 6. The affairs of the Company shall be under the control of a board of seven Directors, of whom five sliall form a (luonnn. 7. The President and Vice-President of the Company shall be chosen by tlie Directors from amongst themselves, at the first meeting following the annual meetir.g of Shareholders. 8. The duty of the President shall l)e to preside, if present, at all meetings of the Directors ; call meetings of the Directors and Shareholders when neces- sary ; to advise with and render such assistance to the Manager as may be within his power. 9. In the absence of the President, the Vice-President shall have and exer- cise all the rights and powers conferred by these By-laws upon the President. 10. It shall be the duty of the Secretary to keep a conect record of the pro- ceedings of all meetings of the Board and of the Shareholders of the Company, and to deliver, when authorized to do so by u resolution of the Board of Directors, all books, papers, or other property belonging to the Company that nay be in his custody or possession to such person as may be indicated in said resolution. 11. Any shareholder who is not in arrears for payments for calls upon stock shall be eligible to be elected as u Director, 12. The Directors shall hold office f-'' one year, and until their successors shall be elected. 13. In the event of the death of any Director, or should any Director become incapable of acting, or cease to be a Stockholder in the Company, the vacancy thereby created may be filled for the unexpired remainder of the term by the Board from among the qualified Shareholders of the Company. 14. The Directors shall, from time to time, determine by resolution the salary or wages to be paid to the officers of the Company, 15. A corporate seal shall be provided for the Company of such design as the Directors may determine, which s' i hall be in charge of the Secretary of the Company, but shall, whenever used, require for its authentication the signa- ture of the President and Secretary. ;e or votes, ly my with- sharo held y call upon my. ird of seven osen by the the annual ,11 meetings 'hen neces- as may be ra and exer- 'resident. of the pro- i Company, f Dirootors, ly be in his lution. upon stock ' successors ctor become he vacancy term by the iolution the h design as Secretary of a the signa- 76 STUCK. f..n Y' /^"^. '^'""■'^'"'l^l*^'' "li^y. l>y loave (.f the Directors, but nut othervvise w tnts ec. ana uo person shull be alluvve.i to hold or own stock in , r bP trf ;:':u'""rv' ":r" con>p..y w,u.out t.. :::Lr,;t^ ly. The Directors shull have lu.wer sniniimrilv t<. fn.fi.if ii i »o.^ ,,„.,. ,„„ „,,„4 ^ ;;::;f,::;,™;t;urs :;:'■:: AUDITIXG. book, Mi,i ac,»,m,ts of il„. C'omm t, n, , , " """""" "'"' '""''' 'I'e BANKING. Bank^lt,r::;rSS;:iXiJ,.f:j- f ^[;e company .. such the Secretary and President. ^ ^ ^^ ' '" '^'''''' '''^''^^^ "^^ ^'g"-^^! ^y AMENDING BY-LAWS have force until the nex ,„,"„, rZ."{ir° ""■ "'»',I!'"T™'=. •'hall ouly .nat™ thereat, shall at <:^^zi^:t:;::c'ii'^::i:;::!t:^'-"<^ sliould be as responsible a person as the old one ""'' '"'"^ "''• ^he new holder ■ ;ii 7U nil -. i h ( I MINTTTE BOOK. This book is kept fur thepiirpnsoof recording tho business done by the Direc- tor^ at their meetings, and should be written up by t lie Secretary from notes taken as the business of the meeting proceeds. The reading and adoption of the minutes of a previous meeting is the first order of business at any meeting of Directors. MINUTES. Of a Meeting of the * Provisional Directors of the Ontario Transj'ortation Company (Limited), held at the office of J. W. Johnson, Esq., in the City of Belleville, on Tuesday, the 1st day of April, 1890. Present : W. B. liOBINSON, J. W. Johnson, S. CI. l^KATTV, James Iukkh. E. TllOMl'SON. li. C. HOOI'EK, T. S. Ford, The acting President announced tliat all the bgal formalities had been complietl with, and the Company v s iluly formed under the Dominion Joint Stock Company's Act, with a cppital of S50,000, divided into one thousand shares of fifty dollars each, all of which had been subscribed. He also stated that the duties of the Provisional Board were now performed, and moved, seconded by Mr. Ford, that a meeting of the Shareholders be cuUetl for Saturday, the 12th April, 1890, for the purpose (as required by the cliartei') of electing a Board of Directors, which was carried. R. C HOOPKR. Minutes of a meeting of the Directors of the Ontario Trnnsportation Company (Limited), held at the office of J. W. Johnson,. Esq., in the City of Belleville, on Saturday, the 19th April, 1890. Present : W. B. EoBiNSON, S. G. Beatty, K. C. Hooper, E. Thompson. J. W. Johnson, T. S. Ford, Jas. Baker. Who were duly elected Directors of the Company at a meeting of Share- holders on Satu'-day, the 12th day of April, 1890, as per the following certificate : Tlie undersigned Scrutineers, appointed by resolution at a meeting of the Shareholders of the Ontario Transportation Company (Limited), held at the office ofjL\V. Johnson, Esq., on Saturday, the 12th day of April, IStH) hereby • NoTB— The Provisional Directors are the Committee of Management up to the time of the first annual meeting vf the Shareholders, when a Board of Directors is elected. ■ theDirec- lotcs taken \Q minutes Directors. iHjiurtiition iie City of rilOMl'HON. had been iiion Joint ; thousand also stated id moved, ' Saturday, electing a )OPKR. usportiitiou the City of Thompson , of Share- following ing of the it the oftice PO hereby i time of the 77 certify that the following gontle.uon w.re duly elected Dinu-tors of the said C..n,any for one year by receiving the largest number of vote., vi . - T S Kolti, r W r '^-ATIY, L. THOMPSON. • ^ "^'' •'• VV. Johns,,.', j^g. jukeu. >^i|.,'"ed), K. Tiio.Mr.soN, ) „ Sworn '.oforc me at I?,-Il..vm. this 1'Hh ' ^ diiy of April, 18!l0. A. iM.\(Ki.;N;cn;, J. I', a|.|, Jv!"i,"'"""" ■■' "'" ''"" """""-' "'■ "'" I'n-iHional director, w„rc rca,l a,„l wi.a.'t;;::;;,:;:;,*"''''"'' "^ ■*■• "■^^' ■"-" «- '""-■"« -'"'..tion, l|.«......a> •ll.ut JI,. .M. Mad'onnick l„ Troa,,,,,^,- a,„l Accountant. It was also re.s(.lve, on Tncsdiiy, tiif L'Otli May, IS'.K), all llic iMrcctors licinj,' incscnt. Till' ininuti's ol tla; last nirctinj,' wcfc icud uiida|i|ii'(iv('d. Sinoc tlu' last inei'tinjf of the Dinu'toi's, tho Coinjiany has inircliuseil two ri'0]iclli'VH fidni li. Sliickhina, of St. ( 'ntliarinis, inid nnnu'il tlicni icsptH^tivoIy, " rarilic " and "Allanlic," and it is intended tlia' licy shall eoninience rniinin^' on or about the 1st of .Iiiiic. The ajiiiointnicn' of olliccrs for the boats was taUcii into consideration, and 0!i motion of Mr. 1>akk1{, seconded by Mr. .Ioiin.son, the foiinwinj,' werea)i|iointed ; ri{oiM':i-i,i:K " I'Acii'ic." Captain, Win. Hannay Salary, SIOOO I'mser, .I.T. l{ost3 ...'. "" iDUl) Hnj;ineur, Wni. Walsh " !)()0 rUol'KLI-Klt " AtI-ANT1(J." Captain, A. Pollock Salary, 11000 i'nr.ser, E. llayne " ' lOOO Engineer, 0. St! .lohn " 000 The balance of the crews to be engaged by the oflicers, each in his own department. I\fr. Johnson moved, seconded by Mr. I'.katty. and it was resolved, That the pnrsers be recinircd to send to the Treasurer abstract statements of reicijitsand disbursi'ment.s, acconi] anied with vouchers, on the completion of each round trip. The By Law.s of the Comjumy were submitted by the Secretary and unani- mously ap])r()ved by the Directors. W. li. KoiUN'soN, President. Minntesof a meeting of the Ontario Transjiortation Comjiany (Limited), held at the Company's office, in the City of I5elleville, on Tuesday, the 12th day of Augn.st, 1890, all the Directors being present, and the President in the chair. The luinntes of the last meeting were read and confirmed. After examining the .'Statements of the profits of the Comj K. T. Bell, 20 250 250 15 Ed. Harrison, 60 750 1 46 751 46 u L. W. Yeonians, 70 875 1 70 876 70 l( W. B. Robinson. 100 1,25'> 43 1,252 43 n J. W. Johnson, 100 1,250 2 43 1,252 43 20 S. G. Beatty. ' 75 9:J7 5( » 1 82 939 32 a T. 8. Ford, 25 312 5f 60 313 10 t ( K. C. Hooper, 125 1,000 1,502 5(] 3 04 1,565 54 $12,500 00 13 48 1 Interest, 13 48 812,51 3 48 812,513 ^ 18 Entered Cash Book, folio 1. Thr.frn"'^" Instalment List is prepared immediately after any call is made upon the Capital Stock Three calls are made by tins Company, two of 25 per cout., and a tiaal one of 50 per cent., and con e quently three lists are made out. ' onse- klent. 80 • i " I INSTALMENT LIST. INSTALMExNT No. 2. In accordance with a resolution of the Board of Directors of the Ontario Transpor- tation Company (Limited), a second call of twenty-five per cent, of the Capital Stock of the Company is due and payable on the 20th day of June, 1890. When Received. 1890 June 20 30 Subscribers' Names. W. B. Robinson, J. W. Johnson, S. G-. Beatty, T. S. Ford, R. C. Hooper, Jas. Baker, E. Thompson, Fred. Wilson, Francis Murphy, R. T. Boll, Ed. Harrison, L. W. Yeomans. Interest, Instalment. Interest. Amount Received. 100 81,250 81,250 100 1,250 1,250 75 937 50 937 50 25 312 50 312 50 125 1,562 50 1,562 50 200 2,500 2,500 50 625 625 75 937 50 937 50 100 1,250 2 43 1,252 43 20 250 49 250 49 60 750 1 46 751 46 70 875 1 70 876 70 1,000 812,500 no 6 08 6 08 08 812,506 08 812,506 Remarks. Entered Cash Book, folio 1. '< i ■ 81 > Transpor- al Stock of Remarks. INSTALMENT LIST. INSTALMENT No. 3. In accordance with a resolution of the Board of Directors of the ( )ntario Transpor- tation Co«.pany (Linmod), the final call, bc.inj,. fifty per cent, of the Capital Stock of the tompany, m due and payable on the 20th day of July, 1890. When Received Subscribers' Names. Intitalment. Interest. Amount Received. Remarks. 189(1 July 2J W. B. Robin.«oii, 100 2,500 2,500 u J. W. Jolinson, 100 2,500 2,500 u S. G. Bcatty, 75 1,875 1 1,875 (( T. S. Ford, 25 625 625 R. C. Hooper, Jas. Baker, 125 200 3,125 5,000 i 3,125 5,000 a Wui. Shannon, 50 1,250 1 1,260 it Fred. Wilson, 75 1,875 1,875 (1 Francis .Murphy, 100 2,500 2,500 31 R. T. Bell, 20 500 1 07 5(11 7 (( Ed. Harrison, 60 1,500 3 20 1,503 2( ) (( L. 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IN Ih O H ^V! ^ bi c2 a. ex. f/} ll b , Cli TJ H H ?^ a o ci: tl 0^ CO c2 CO -a 0) 1-^ <^ So v o a a tn a C? a S o cq S a rt h> s; ^ H o a 01 ^ u 1^ 13 ..a a 'S 87 t- M* 50 t- t>- ?-( 05 CO THE JOURNAL. It IS Mot necessary here, as it would I to exj)laiu the nature of tlie .rouriiul. ht 10 in a i)riiniiry work on l)()ok-keej>in' entries ].eculiar to Joint Stock Companies and this j.arti nee we will coiiline our ex|)Iiinations to The cular set. o].enin« entry, "Sundries Dr. to (Japital Stock," is the 1 stock witii tl i(^ ani( irsL entry of le orii,'iual subscribers for x'l'tof their sul)s.;rii.tious, and place at tlm credit of the Capital any kind made in Joint Stock i)or)ks. Hy it we d,.bit ll Stock Acc(.unt tlu! total of these, wlii.ih is (1 :e nominal cajiiial of the Compn iiMf;i ,.11 .It , """'' "'"■1""" "" I'll" vvomi)anv in ,1 all ealls upon stock are paid, when it becon.es the real capital. To find the eal share capital of the Con,pat.y at any time before all call., are paid, you wo.d.l d^d^ct fn.m the a.n,.unt at the credit of Capital Sto.k the s.-veral sums standi,,, at .he deb,t ot the Sharehohlers. As payn^euts upon s.o.k are ukuI,, ..redit t^: •"— -.B iron, .he C. H. in the accounts of the shareholders in the (Jeneral Led- ger and a the san.e time credit the accounts of the shar..hold..r,s in th,> St.,ck Ledger. Another way of dealing with the Capital Stock is to ,.,redit it o.dy as nstahuents are paul, and post nt the san.e time to the sharehohlers accounts in U.e St.,ck Le,l.er, and noc open .counts with the original stockhoMers in the genual led-,.,-. (//,,,, sjfsle,n is rxplal„M amlillnslrakd at pane IIG ) We pre e,. the systuu here adopted, when it is iutend..! to call up th.: Stock'within a stiort tune, lor the reason that original stockholders bind theunelves by their signatures on the stock list to pay all calls upon stock, and therefore we treat hem as debtors tMlu, Co.npany, to b. looked after as any other debtors, till such t me as the,r obligations are discharged. StockhoMers are often desult..ry in heir paynjents, and it is therefore proper and .h,sirable that the sun.s owin-" by them should be sh<.wn in the Company's Ledger. This systen. likewise prevents con us.on, as having placed the total Capital Stock on re,:urd in ti:e Le.lger no ur her deal.ng with the account is necessary until it is desire.l (if ever) tluit it shall be increased or diminisluHl. It IS only the aggregate amounts of receipts and expenditur.,.s of the s(!veral vessels that are recorded in the general books. The Purs(,rs being the receiving and disbursing agents, we open an account with each, charging hi.n with all he receives and crediting him with all he pays out. as shown in his trip statement which IS an abstract iv.nn his books. When the Pursers at the end of the season' pay heir bahtnces in to the head otlice, and are credits with any outstan.lin.^ freights their accounts ch.se as shown in the Ledger. The Purser of th^e Atlantic ch,ses the season without any outstanding freight charges, the Purser 01 uie 1 acihc with an account against two individuals which are journalized to his credit as shown in example. A Journal entry, transferring partially paid stock, is made in the Journal and explained with the Transfer Book. The transfer of paid-up stock does not uffucL the Geiieiai il Ledger. i i! 88 11 On July the 31st, the " Pacific," and on August the 4th, the " Atlantic," complete their third trips and their season's work, and between the last date and the 10th of August, when the Directors meet, the closing entries in the books are made. After the last Cash Book and Journal entries, of August 8th, are posted, we take off' a trial balance as shown in example, and then proceed with the closing entries leading into Profit and Loss. As it is desirable, indeed necessary, that the profits of each vessel should be determined separately, we open a " Working Account " for each, to which 'we transfer its own income and expen- diture from the general accounts, the difference between the debit and credit being the net amount made or lost by each vessel. We next close into Profit and Loss any general accounts that have produced profit, and after that the work- ing accounts of each vessel. Any general accounts showing a loss, we now close into Profit and Loss, followed by the working account of any vessel that might be unfortunate enough to lose money. Having gone this far, you are aware of the net results of the Company's operations for the year, of which you inform the Directors at their meeting. The Directors, finding that the sum of $6;739.04 is the total profit for the year, being 13i per cent, upon the capital stock, proceed to the consideration of the dividend. It seldom occurs that any properly managed Company declares a dividend amounting to the full sum of its profits, but reserves a certain sum against possible future contingencies, hence we declare a dividend of 10 per cent., and allow the balance to remain at the credit of Profit and Loss, as a liability to the shareholders. We might carry this balance to the credit of a " Surplus Capital Account," or "Eest Account." Canadian Joint Stock Banks usually have a " Rest Account," to the credit of which a certain sum is carried annually from the Profit and Loss account until it reaches a certain proportion of the Capital Stock ; and it is customary also with them to leave a certain amount at the credit of Profit and Loss. The prosperity of the Bank of Montreal, selecting it as the most prominent example, is, in a large measure, due to following this wise course. Its " rest " now amounts to six millions of dollars. That is, out of its earnings it has set aside from year to year sums that 'now amount to this figure. The Bank would have to lose in bad debts the sum of six millions before its capital could be impaired. Besides the provision which the possession of a " Rest " makes against unforeseen contingencies and bad debts, it serves the exceedingly useful purpose of enabling the Company to pay as nearly as possible a uniform dividend from year to year. In any one year the profits of a Company will not be precisely similar to those of a previous year— they will vary say, one- half to one and a half per cent., but the possession of a rest will enable the Direc- tors to equalize the dividend and preserve the Stock of the Company from the fluctuations in price, to which a constantly changing rate of dividend would subject it. The Directors having declared a dividend of 10 per cent, we make the neces- sary Journal entry debiting Profit and Loss, and crediting Dividend No. 1, which is the last Journal entry made. We immediately begin to pay out the dividend as per Dividend Sheet No. 1, which contains the names of ^he Stockholders taken ^.tlantic," date and 3ooks are ■e posted, with the lecessary, 5 open a id expen- id credit ito Profit he work- aow close lat might aware of u inform it for the 3ration of ieclares a tain sum per cent., lability to " Surplus s usually annually on of the mount at selecting wing this is, out of it to this jns before 3sion of a erves the IS possible Company say, one- :he Direc- from the nd would the neces- 3. 1, which ! dividend ders taken 89 bemg sent out. As each SharehS eceiv™ iik mvi.i I i""'™'' °'«"1"«' ™ a receipt upon the DiviJend Sh»T L! i. "'^'Je'"!. Iw 3igM his name as l.ave ,f e do«,„e„7™ Itct a: *2":S* H'^T''';, ^'H*,™" the end of the month, will be suffimVnt wl , i f r T'^'^/io^n t'le Bank at with the sum total of the SvitrSheet W ^''^ '°^ ^^^^'^^ ^^^^^^"J Account, and proceed to bdng dotuhe b^^^^^^^ 'f ^''' ^^e Cash unclosed, which are the Asset nnrlTioVrf a ^ -^^'^^er Accounts that are dealt with before th dividt d ntry was ml Th"°^ '" ?^''' ''^^"'o been the yearly Asset and Liabil ty and^pTo it and > n .' ^'"° ^'^'' ^^ '"^"^^ «"' ally printed for circulation Sri SocWoldr ''^'''^ '"'^ "■^"- Auditor or Auditors. " ^^ocktioldeis after bemg examined by the M JOURNAL. J. F ] L.F. Belleville, 5th May, 1890. Sundries Dr.> Capital Stock, t\v ??^'»«on. For 100 shares at o. \\ . Johnson, S. Gr. Eeatty, T. S. Ford, R. C. Hooper, James Baker, E. Thompson, Fred. Wilson, Francis Murphv. |li. T. Bell, •"' jilldward Harrison, L. W. Yeomans, it u (: li 100 75 25 125 200 50 75 100 20 '■ ()0 70 1000 ti it i( i< (( (I a a It u 850, 5000 it 5000 11 3750 (( 1250 6250 10000 2:)Oo (1 3750 (( 5000 1000 3000 3500 50000 loo Sundries-Dr. to L. Shickluna Propeller^' Pacific '' Construe'tion Account, 3 jPropoller'. Atlantic ""Cons'truction Account, So '-''' '^^'^' ^^^^'^' ""' P^^ bill _29th 3 |L. Shickluna Dr., ^ I. , .. '^'^ ^'1J« Payable," - " . ior the Company's Notx.>, at two months from date, for balance of purchase money of Propellers " Pacific " and "Atlantic," - Forwarded 23540 23900 37440 00 47440 00 37440 i 00 8134SS0 00 5J134880 00 90 Belleville, Juno 8th, 1890. ii !fr ii;' J.F. 3 L.F. 4 5 4 4 5 5 5 (i t) G G 4 4 4 4 5 5 5 5 5 6 6 6 6 4 4 4 4 5 5 5 5 5 6 6 6 6 Forwarded - - - - Purwr Propeller " F'acitic" Dr, to Sundries, Freiglit, iiH j)i'r Trip Stateiuent No. 1, Passeuger " " " " Sundries Dr. to PuriMr PropelK'v " Paeific," Wages, as per Trip Statement No. 1, Fuel, " " Provisions, " " Caniil anil Harbor dues, Commission and Aguney, Lighterage and EK^vating, Engineers' Department, Mates' Department, Orain Short, << K (< i( II II (I (( II r.'th Purser Prop'ler " Atlantic " Dr. to Sundries, Freight, as per Trip Statement No. 1, Pas.st'nger, " " " " Sundries Dr. to Purser Propeller "Atlantic," Wages, as per Trip Statement No. 1, Fuel, " " " " Provisions, " " " Canal and Harbor Dues, " Commission and Agency, " Lighterage and Elevating, " Engineers' Department, " Mates' Department, " Grain Short, " July 1st II II II II II II Purser Propeller " P;icific " Dr. to Sundries, Freiglit, as per Trip Statement No. 2, Passenger. " " " " Sundries Dr. to Purser Propeller " Pacific," Wages, as per Trip Statement No. 2, Fuel, " " " Provisions, " " " Canal and Harbor Dues, " Commission and Agency, " Lighterage and Elevating, " Engineers' Department, " Mates' Department, " Grain Short, " Forwarded II II It II 37 in 32(1 50(» 429 274 133 429 14 58 4 134H80 00 1914 o<; 210 (14 07 18 218 10 240 87 121 49 391 27 25 6:> 58 GO 31 94 1895 13 275 00 74 50 197 40 225 30 117 00 340 90 17 50 39 40 $147237 90 40 00 00 30 20 90 37 50 60 20 28 134880 1840 73 1371 1797 97 1292 00 50 50 72 J.F 4 03 50 90 3290 429 2104 40 00 07 $147237 28 1890. J4880 1840 7:{ 1371 1797 97 1292 00 5(1 5(1 72 63 50 90 3290 429 21 04 40 00 07 47237 28 J. F. 4 91 4 4 BELLKVirr.E, Frci-lit, ■1 i'aHSfii-.r, ^ Grain Over, 4 5 5 5 5 5 (i () C 7 9 "• " J)r. to Sundries, tuUmunt No. 2 " i< ' idries Dr. to I'urscT l^ropeller " Atlantic ' ,.'es, a« per Trip Stateuiint No 2 ' i'Uel, '• It a ■ ' I'rovi.sions, '' '< 4 5 5 5 5 5 6 (J (I 4 4 4 4 5 5 5 5 Wuj, Shannon Dr., lor btock Transfer this day of partially paid stock, as per Transfer Book 31st Purser Propeller ''Pacific" Dr. to SundrT;;;: ^lei-ht, as per Trip Statement No. 3 rassenj,'er, " •> -■ ' Grrain Over, " " (t Sundries Dr. to Purser Propeller " J'acitic," Wa;^es, as per Trip Statement No 3 ruel " '• II ' Provisions, " " k Canal and Harbor Dues, " Commission and Agency', '■ ■Liglitera-.^! and Elevatinj^'," Engineers' Department, "'" Mates' Department, " .August 4th II II ii II Purser Propeller ''Atlantic " Dr. to Sundries, *rei-ht, as per Trip Statement No 3 Passenger, '• " u - u ' Sundries Dr. to Purser Propeller " Atlantic," Wages, as per Trie Statement, Nn q Fuel. i< i( Provisions, " Canal and Harbor Due; II 11 es, Forwarded - 297 497 474 253 133 413 5 10 1250 00 04 (JO 40 90 20 00 90 00 8th, 1890. 147::. 7 3192 600 47 2086 4347 80 295 429 50 00 37() 20 252 125 379 20 34 3738 232 394 420 220 40 75 40 50 20 27 50 20 50 90 8165640 06 42 00 00 24 1250 00 3524 784 39 1912 60 20 00 95 2954 27 784 00 1834 73 $166206 69 IMAGE EVALUATION TEST TARGET (MT-S) V /. (A '(/i H 1.0 I.I ■ 50 ™^ :25 i 1.4 2.5 2.0 1.8 1.6 V «^ /^ ^1 Photographic Sciences Corporation 23 WEST MAIN STREET WEBSTER, N.Y. 14S80 (716) 872-4503 -O^ >^ ^^ ^^ 'ft 92 Belleville, August 4th, 1890. &l I ! illli J.F. 5 L. F. 5 6 6 8 6 4 6 J.F. 6 7 7 7 7 4 4 7 5 5 5 5 5 6 6 G 6 4 7 4 4 6 7 5 5 5 Forwarded Commission and Agency, Statement No. 3, Lighterage and Elevating, Engineers' Department, Grain Short, Mates' Department, AuguGt 8th Sundries Dr. to Purser Prop'ler " Pacific," *Jas. Scott. For Freight uncollected at end of season, Robt. Thomson, " " General Expense Dr. to Sundries, A. B. Gilbert, for 4 months' salary at 8100, M. MacCormick, '• " at 150, (Note. — Trial Balance taken at this point.) 10th Sundries Dr. to "Pacific" Working acc't., Freight for Season 1890, Passenger, " " Grain Over, " " " Pacific " Working acc't. Dr. to Sundries, Wages, ibr Season 1890, Fuel, _ " Provisions, " Canal and Harbor Dues, Commission and Agency, Lighterage and Elevating, Engineers' Department, Mates' Department, Grain Short, Insurance, Sundries Dr. to "Atlantic" Working acc't.. Freight for Season 1890, Passenger, " " Grain Over, " " " Atlantic " Working acc't Dr. to Sundries, Wages. - - for Season 1890, Fuel, - - « " Provisions, - <« <« . Forwarded - - - - 165640 115 397 9 29 14 49 150 1000 8655 1286 39 5648 7944 1441 47 5413 $197882 06 23 20 75 50 95 27 20 00 56 70 00 74 32 50 00 87 85 166206 199 400 600 9981 826 996 1023 773 381 1200 60 151 36 200 9432 804 966 18195332 69 47 00 00 26 14 18 60 47 14 04 63 40 14 00 82 50 34 1092 50 32 ♦ The Pursers being charged with the total of ♦^'■. freight on each manifest, and as the Purser of the "Pacific" reports tnese amounts uncollected at the end of the season, the Company credits him and charges the parties owing. 199 400 600 826 996 1023 773 69 47 00 GO 26 381 14 1200 04 fiO 63 151 40 36 14 200 00 9432 82 804 50 966 34 1092 50 95332 32 14 18 60 47 the Purser of f credits him 93 Belleville, August 10th, 1890. 8 3 7 Canal and Harbor Dues, for Season 1890 'commission and Agency, Lighterajre and Elevatin'-', Engineers' Department, "' Mates' Department, Gvain Short, Insurance, a a 8 7 8 8 Sundries Dr. to Profit and Loss Discount and Interest for Season 1890, Pac.fac 'Working Account. Net ga n Pro- peller "Pacific," Season 1890, ' Atlantic " Working Account. Net gain Pre peller "Atlantic," Season 1890, Profit and Loss Dr. To General Expense, For Season 1890, Profit and Loss Dr. To Dividend No 1 For 10 per cent on Capital Stock declared at a meeting of the Directors this day 195332 32 27 4332 4018 1640 5000 00 57 52 95 00 699 366 1151 32 65 35 200 8379 60 13 30 85 25 40 00 04 1640 5000 $212901 89 $212901 00 00 89 .b..t:5Ltssr»sr:;':r^^^^^^^^ m for bu ! r 111 Jl CASH BOOK. I There is no peculiar feature in the Cash Book of a Joint Stock Company that calls for any explanation : it is kept after the manner of the Cash Book in any ordinary business. a: 11 ill f 96 1 1 I, i; " ■ (i C. B F. 1. Dr. CASH, 1890 1..F. 5 2 To J as. Baker, First Instalment on 200 Shares of Stock 2500 00 (( 2 " B. Thompson, " " 50 " 625 00 u 2 " Fred. Wilson, " " 75 937 50 l< 2 " Frs. Murphy, " " 100 " 1250 00 (( 2 " R.T.Bell, " . " 20 " . 250 00 i5 2 " E. Harrison, " " CO " 750 00 If 2 " L. W. Yeomans, " 70 " 875 00 u 1 " W. B. Robinson, " 100 " 1250 00 l( 1 " J. W. Johnson, " 100 " 1250 00 20 1 " S. G. Beatty, " " 75 937 50 u 1 " T. S. Ford, " " 25 " 312 50 tl 1 " R. C. Hooper, " " 125 1562 50 II 3 " Discount and Interest on past due Instalments, 13 48 29 3 7 " Bank of Montreal, Check 1, Total to Debit of Cash, 10000 00 $22513 48 June 1 To balance brought down, $68,48 8 4 " Purser Propeller " Pacific," Ilemittauco for Trip 1 500 00 12 4 " " " "Atlantic," " " 475 00 11 3 " Bank of Montreal, Check 2, 200 00 II 3 11 II II II Q $100, $150, $240, 200 00 II 3 " " " Checks 4, 5, 6, 490 00 20 1 " W,B. Robinson, Second lust, on xOO Shares of Stock 1250 00 II 1 " J. W. Johnson, " ' 100 1250 00 II I " S. Q. Beatty, " 75 937 50 II 1 " T. S. Ford, " ' 25 312 50 II 1 " R. p. Hooper, " 125 15b!' 50 II 2 " Jas. Baker, " 200 i *■ 2500 00 II 2 " B. Thompson, " ' 50 625 00 II 2 " F. Wilson, •' ' 75 937 50 30 2 " Francis Muiphy, ' ' 100 1250 00 II 2 " R. T. Bell, " 20 250 00 II 2 " E. Harrison, '* ' 60 750 00 II 2 " L. W. Yeomans, " ' 70 875 00 • II 3 7 " Discount and Interest on past due Instalments, Total to Debit of Cash, 6 08 14371 08 Balance from last month, 68 48 $14439 56 1 IV Jll 500 00 025 00 mi 50 250 00 250 GO 750 00 S75 00 250 00 250 00 937 50 312 50 502 50 13 48 ooo 00 513 48 i890 May 5 15 20 20 20 29 500 00 475 00 20(1 00 200 00 mo 00 250 00 250 00 137 50 U2 50 5()^> 50 500 00 J25 00 E)37 50 250 00 250 00 750 00 375 00 G 08 ^71 08 68 48 June 12 t39 56 (( a .( 20 30 3 4 7 7 7 7 3 3 CONTKA. C. B. F. 2. Cr. L.P. 3 i By Bank of Montreal, Deposit, 3 4 4 3 it '' Purser Prop'r Pacific, Advanced for use of Boat, Atlantic, " « << " L. Shickluna, on Account of Purchase, Check I, Total to Credit of Cash, Balance, 5500 00 4125 00 2420 00 200 00 200 00 10000 00 $22445 68 00 48 By Bank of Montreal, Deposit " Insurance, Policy in Royal Canadian $20,- OiO on Pacific atone per cent Check 2, Policy in Royal Ins. of England $20,000 on Atlantic at 1 per cent. Check 3, " A. B. Gilbert, A-c. Salary, Check 4 " M. MacCormick, " "5' " General Expense, Stamps, Stationery and Books Office Furniture, Furnishing per G.S. Tickell'sacc " Montreal Bank, Deposit, Total to Credit of Cash Balance, $22513 48 900 00 200 00 I M .im .t ! m Mi 98 CASH. 1890 L.P. July 1 To Balance brought over, $109.(36 1 4 To Purser Propeller Pacific, Remittance for Trip 2, 1500 00 8 4 " " " Atlantic, " " 1600 00 20 1 " W. B. Boblnson, 3rd and last Instal'ton 100 Shares of Stock, 2500 00 (t 1 " J. W. Johnson, " " " 100 ' 2500 00 i( 1 " S, G. Beatty, " " 75 ' 1875 00 <( 1 " T. S. Ford, " " * 25 ' 625 00 (< 1 " R. C. Hooper, " " ' ' 126 ' 3125 00 i( 2 " Jas. Baker, " ' 200 ' 5000 00 1 7 " Wm. Shannon, " " ' 50 ' 1250 00 If 2 " F. Wilson. " " ' 75 ' 1875 00 11 2 " Francis Murphy, " ' 100 ' 2500 00 31 2 " K. T. Bell, " " ' 20 ' 500 00 a 2 " E. Harrison, " " ' 60 ' 1500 00 (( 2 " L. W. Yeomans, " " 70 ' 1750 00 (( 3 « Discount and Interest on past due Instalments 8 01 u 4 7 " Purser Propeller Pacific, Remittance for Trip 3, TotaJ to Debit of Cash, 2300 00 $30408 01 Balance from last month. 109 56 $30517 57 Aug. 1 To Balance brought down, $417.57 2 3 To Bank of Montreal , Check 7, 37440 00 4 4 " Purser Prop'r Atlantic, Remittance for Trip 3, 1850 00 8 4 " Purser Prop'r Pacific, to close account for season, 233 05 i( 4 " Purser Prop'r Atlantic, " " $300, $450, 493 95 u 3 " Bank of Montreal, Checks 8, 9, 750 00 It 3 " " '• Check 10, * 600 00 12 3 7 li <( <( « w Total to Debit of Cash, 5000 00 $46367 "oo Balance from last month, 417 57 $46f84 57 ♦ Note.— Trial Balance taken at this point. 18 Ju Auj 00 00 00 00 00 00 00 00 75 00 25 00 25 00 00 00 50 00 !75 00 .00 00 »00 00 (00 00 '50 00 8 01 too 00 W8 01 09 56 (17 57 140 00 ibO 00 J33 05 193 95 1890 July 1 8 20 31 31 00 00 00 00 57 57 Aug. 2 4 8 (I 12 99 CONTRA. C. B. P. 4. Cr. L.F. 3 3 3 3 3 By Bank of Montreal, Deposit. II l< It (1 l( (1 11 l( II Total to Credit of Cash, Balance, 1500 1550 21000 3750 2300 00 00 00 00 00 3 3 7 1 7 8 3 By Bills Payable, Retired our Note, favor L. Shickluna " Bank of Montreal. Deposit, " A. B. GUbert, Balance of Salary, " M. MacCormick, " " General Expense, Amount paid to Directors for Services, as per Resolution of the Board, " Dividend No. 1, Payments as per Divid. Sheet No.l " Bank of Montreal, Deposit, 37440 1850 300 450 *600 5000 1144 Total to Credit of Cash, ♦ Note.— Trial Balance taken at this point. 646784 00 00 00 00 00 00 57 57 f' I IP 100 t • GENERAL LEDGER. The first accounts in the Qenernl Ledger are thoMc of original subscribors for Stock, tnd tiic Capital Stock account; the former dose as soon as all calls of stock are paid, the latter is a perniaiieiit credit, oiil; allected when the Capital Stock of the Company is either increased or diniiiiislied. In the event of the l.edger licing chii-ed before stock is fully paid up, dose the accounts of shareholders " By Ualance," as you would any other personal account showing a debt to the Company. In the Ualancc sheet put the matter thus : Capital Stock subscribed, say j!,'JO,()00 " " un]iaid, (10 per (tent HO.OOO " " paid ui) $20,000 Capital Stock account in fieneriil J.ed^rer will agree with tlie first figures; the total debit balances against the shareholders in Oenernl Ledger will agree with theseeon To Bills Payable, " Uasli, 37440 lOOOO 1«!)U 1 liny 5 $47440 _ BILLS PAYABLE By Suiidriea, To Cash, 37440 IH'JO May 29 IBy L. Shiekluna, DISCOUNT AND INTEREST. 10 To Profit and Loss, N 1890 6 27 57 May 20 June 30 July 31 $27 671 BANK OF MONTREAL. 47440 $47440 37440 asb, 1 I 3 13 a 8 48 08 01 $27 57 1890 1890 = May 5 To Cash, 2 ,1500 00 May 29 By Cash, 1 lOOllO 00 lb 2 4125 00 Juae 12 II II 1 200 Oil 20 2 2420 00 12 1 2110 (10 June 12 li 1. 2 900 00 12 1 490 00 20 II II 2 80(10 00 Aug. 2 3 37440 00 2U 2 4500 00 8 3 750 00 July 1 II II 4 1500 00 8 3 600 00 8 4 1550 00 12 3 5000 00 20 4 21000 00 B&lance, 3859 ■>7 31 II a 4 3750 00 31 II II 4 2300 00 Aug. 4 12 11 It II II 4 4 1850 1144 00 57 57 $58539 $58539 57 — '- , — — -- - To Balance, 3859 •)7 Note. — When there is only one entry at the debit or credit of an account and it represeats au asset or liability, as in the case of capital stock and the construction accounts there is no necessity to balance them. Cr. 60000 47440 :!"440 13 48 6 08 8 01 $27 57 100(10 0(1 200 01) 211(1 (in 490 00 37440 00 750 00 GOO 00 5000 00 3850 57 57 lOS Dr. im May June July PURSEll I'KOPELLEU PACIFK^ 20 8 1 31 ToCaab. '' iSuuurit'!), i< I. li 1H90 00/ J line 2 200 H ■i 1914 0M| H 3 3719 40, Jul V 1 4 4347 80 Aug. 1 31 31 8 8 $10181 2fi By Huiidries, •' ChiIi. " Hundriei, II II " Cash, II ii ' " Sundriei, L. F. 1 Cb. 1371 BOO 00 1500 00 2164 07 1912 on -'300 00 233 oa 1H9 47 PURSER PROPELLER ATLANTIC. $10181 26 T59J May June July Aug. To Cash, " Sundries, ii ii 200 1805 3709 3I3H I8U0 OoiJiine l.'i: July $9032 82 Aug, 12 12 8 4 4 8 fly Sundries, " Cash, ' Sundries, ' Unsh, Suiulries, Cash, 1292 475 208tJ ItiOO 1834 1850 »93 90 00 4 or 00 95 FREIGHT. Aug. To Pacific w'kng. ac " Atlantic " 8055 7944 $16599 188 1800 June July Aug 8 By Pur'r. Pacific. Atlantic, Pacific, Atlantic, Pacific Atlantic, INSURANCE. 1840 5fi 1797 63 3290 40 3192 42 3524 60 2954 27 $16590 88 1890 June To Cash (Pacific), To Cash (Atlantic) , „ 1800 200 |00l Auk 200 Od:! $400 00 10 10 By Pacific w'kng. ac. " Atlantic " PASSENGER. 1890 Aug. To Pacific w'kng. ac. " Atlantic ' j 1890 , 6 1286 70 June 8 b 1441 50 12 July 1 8 31 : Aug. 4 $2728 •M, By Pur'r. Pacific, " Atlantic, " Pacific, " Atlantic, " Pacific, " Atlantic, 2 73 2 37 3 420 3 560 4 784 4 784 $2728 fO 50 00 00 20 • 00 20 f I 1; I f 1'^ ■' 1 1: 4i, . 1^^ il f. i: ill Bill i ii L. F. 5. De. 104 WAGES. Ob. 1890 June July Aug. 8 12 1 8 31 4 To Purser Pacific, " Atlaatic, " Pacific, " Atlantic, " Pacific, " Atlantic, 1890 2 210 64 Aug. 10 •i 275 00 10 3 320 00 3 297 00 4 295 50 4 232 '50 $1630 J64 ^y Pacific w'kng. ac. " Atlantic " h26 14 ^01 150 $'630 64 FUJ^L. 1890 June July Aug. 12 1 8 31 4 To Purser Pacific, " Atlantic, " Pacific, " Atlautio, " Pacific, " Atlantic, 67 !18 74 1 50 500 00 497 64 429 00 394 20 $1962 52 1890 Aug. 10 10 By Pacific w'kng. ac. " Atlantic " PKOVISIONS. 1890 ■ 1890 June July 8 12 1 To Purser Pacific, " Atlantic, " Pacific, 2 2 3 218 197 429 10 40 30 Aug. 10 10 By Pacific w'kng. ac. " Atlantic ■' 5 6 1023 1092 60 50 8 " Atlantic, 3 474 60 31 " Pacific, 4 376 20 Aug. 4 " Atlantic, 4 420 50 s - — ' •— $2116 ^ $2116 H) CANAL AND HARBOR DUES. 1890 June July Aug. 8 12 1 8 31 4 To Purser Pacific, •' Atlantic, " Pacific, " Atlantic, " Pacific, " Atlantic, 1890 2 246 87 Aug. 10 2 225 30 10 3 274 20 3 253 40 4 252 40 4 220 90 .*147,S 07 By Pacific w'kng. ac. " Atlantic " 773 699 47 60 $1473 lOiy COMiMISSION AND AGENCY. 1890 1890 June 8 To Purser Pacific, . 2 121 49 Aug. 10 By Pacific w'kng. ac. 5 381 |I4 12 " Atlantic, 117 00 10 " Atlantic •' 6 366 1.^ July 1 8 31 " Pacific, " Atlantic, " Pacific, 3 3 4 133 133 125 90 90 75 Aug. 4 " Atlantic, 4 115 23 $747 V}_ $747 27 July Aug. 1890 June July Aug. 1890 Aug. 1890 Aug. !i-P Cr. h26 '14 804 i50 a; '630 '64 996 966 $1962 52 18 34 1023 1092 60 50 773 ;47 699 60 381 ,14 366 il3 $747 ,27 105 Dr. 1M90 June July Aug. LIGHTERAGE AND ELEVATING. L. F. 6. Or. 8 12 1 8 31 4 To Purser Pacific, " Atlantic, " Pacific, " Atlantic, " Pacific, " Atlantic, 1890 391 27 Aug. 10 340 90 10 429 37 413 20 379 40 397 20 $2351 i4 Atlantic " 1890 June I 8 12 July I 1 ENGINEERS' DEPARTMENT. 1200 1151 04 30 $2351 34 Aug. To Purser Pacific, " Atlantic. '; Pacific, " Atlantic, " Pacific, " Atlantic, 1 1890 1 2 2 25 7 63 (in Aug. 3 14 50 3 5 (in 4 20 nn 4 9 75 $93 4,9 By Pacific w'knp. ac. 5 Atlantic " I g 60 32 63 85 MATES' DEPARTMENT. $93 48 1890 June July Aug. 12 1 8 31 4 To Purser Pacific, " Atlantic, " Pacific, " Atlantic, " Pacific, " Atlantic, 5H 39 58 10 34 14 Aug. 10 By Pacific w'kng. ac ' in " Atlantic >< $216 65| 151 40 65 25 GRAIN SHORT AND OVER. $216 65 1890 June July Aug. 8 12 1 4 10 10 To Purser Pacific, " Atlantic, " Pacific, " Atlantic, " Pacific w'kncr. ac " Atlantic ^ 8 By Pur3er Atlantic, ■; " Pacific, ' Pacific w'kng. ac, ' Atlantic " 47 39 36 35 00 00 14 40 JAMES SCOTT. $157 54 ROBER: THOMPSON. 1890 A.ug. f ii ■?!: '! (■ ll:. !' f. it L. h\ 7. Dr. 106 A. B. GILBERT, Accountant. 1890 Junu Aug. To Cftsb, 10(t 00 300 00 tim) 890 Aug. liy Gcn'l Kxpense, M. MACCOllMICK, Manager. 1890 June 12 To Cash, Aug. 8 II 2 4 1!)0 490 00 00 1««0 Aug. 8 $600 00 By Gen'l Expense, GENERAL EXPENSE. 1890 June 12 Aug. 8 8 To CRsh, " Suaidries, " Cash, 2 5 4 40 1000 000 ; 1890 00 Aug. 00' i 00 00 10 $1040 By Profit and Loss, OFFICE FURNITURE. 1190 June To Uasb, 240 loo CASH. 1890 May June July Aug. 31 To Sundries, 30 31 12 1 1890 1 22513 48 May 31 1 14371 08 'JlillC 30 3 30408 01 Jiilv 31 3 46.3G7 $1130.19 00 57 Aug. 12 By Sundries, Or. 400 $400 00 00 (iOO 00 $000 no \VM. SHANNON. 1890 July 13 To E. Thompson, 1250 00 1890 July 20 By Cash, 1890 Aug. To Sundries, Protii and.Loss, PACIFIC WORKING ACCOUNT 74 5(548 4332 ?;99H1 1890 Aug. 10 By Sundries, ATLANTIC WORKING ACCOUNT. 1890 Aug. To Sundries, " Protit and Loss, 5413 4018 I $0432 82 1890 Aug. 10 By Sundries, 22445 14330 3(1 1 00 4G784 00 00 00 57 $lK-('>59 57 1 250 00 '(•% r Cr. 6 400 pa 00 $400 00 fi COO 00 $(500 no 1040 00 $lt)40 loo 1 '224'ir) 00 1 143:!0 00 t ;!(iloo 00 4 4G784 57 — $11?G59 57 3 1250 00 _ .:3 9981 $9981 •20 5 9432 82 $9432 82 Dr. 107 TROPIT AND LOSS. 1890 Aug. }"P;?".«'n'l Expense, l" " Oividond No. 1, liiilitnce, [ock l,('(lrii.I (' this J, ('(Igor iciiil Ledger. It is the t'onii .ock shall lie lei's' accounts 10!) I)K. W. n. IIOMINHON, UKM,Kvtj,t,R. H. h.V. I. iNim Mny ir. Jurii< 2(1 'Inly 20 lly IhI Itigtulitiuiil, " 2ii(l " " :ii-ii " 100 J. VV..I()I1NS()N, Hki,i,kvii,i,k. i;!r)0 1250 2r.>)0 mm Aug "To W. A.HI.(.|„inl UllllllUM', 71 r.o 2f)00 2500 |j iHiMI llMiiy July i 1 ir. 20 2(1 fnooo Hj IhI InHtiiimi'tit, " 2ii(l " " :ir.l too 1250 1250 2MI0 " lllllllll(M>, H. (J. BKATTY, Tou(,NTo. IHIW Miiy Jiitiit July Ity IhI, ItiHldlrnr'iit, " 2imI " " .'lid " T. H. FOUI>, W.riTHv. 75 $5(100 $250(r ():t7 :i;i7 1:^5 50 50 00 IHIIO Miiy JlItK! July 20 20 20 Hy iHt InidHlmopt, " 2tl(| " " ;ir(l " 11. C. IIOOI'KR, KlN(18T(,N. 25 .112 .'!I2 (i25 50 50 00 ihSo Mny 20 JlllK^ 20 July 20 Hy iHt, lllHllllOKiril,, " 2iiil " " llnl " JAMES BAKKH, Uku.kviu.k. 1502 50 I5(!2 50 :)i2r, 00 INIIO May i 5 June 20 July 20 Hy iHt Insldlment, " 2n(l " " .'Ird " K. TIIOMI'SON, MoNTiiKAL. 1 1 200 2500 2500 3 5000 |H!M) July 12 To W. Shannon, 7,1 '50 1250 $1250 IHPO ■ Mi-y r,:iy iMt liisuimont, J(.i". ':0 " 2n(l " For other fbrms ofSt(,(;k L.,l;,..r, ho. m<'v.H 115 a 1 1 50 025 [Ily Igl lnstnlnioiit, Juno ;tO, " ^lui " July ;n ;iiii VV. SHANNON. Bei.leviij-e. no M) 00 t 1 100 1 'jr.o I'jr.d ■JfiOO 20 sr.o r.od 1 1 CO 7r>o 750 ir.oo 1 1 :i 70 H7ft H7r. 17ftO ii 1H!)0 1 Junu 13 July 20 Hy R. TlioiiiiiRon, " .'ird liistitiiiiont, W. A. SIIEPAIM), llEI.LEVlI.LE. IRPO Aug. Hy J. W. Jolinson, 7;t :i fiO 74 60 12B0 12f(0 2500 Ill t I Ob. TRIAL BALANCE. ircH n> i»:i7 no !i:i7 r.o iH7r. (M) (10 1 'jr.o i'.!ri(i 'JfidO ao ano '.irio film (!() 750 vrio 1 niui H7ft H7r. 1 7f)() 1250 1'2,')0 aftoo Kol. \ sjij — .■'«;v;r;i ' jm ' u, Accdiiiit., I)r (!r 5001)0 __^,__, :< (!ii|ii»al Stdok 110 ;{ I'r.tpcllfr I'luilio (IiiiiHlrur^tioii, IJ.i.'-iKt 00 ;i l'ni|(clliii' At.liuil.ic (/'oiiMt,nu!(,iiiii, 2:t!M)() ; 00 .') hiHIMMIIll llllll Illlcri'Ht, 27 .•.7 .*{ Miiiik ol' Moiitrnil, 7715 00 Kroif^lit, n;.''(!»!t .^K lri.snniii(M\ ....,, 4110 00 I'lisMt'tii^cr, ...... 272H 20 WllL^CH, • . . . . llllill 04 I^^It-l, liidii fjii I'roviHioiiH, ..... liin; M» 5 (Jiiniil iiiid lliirliiir Dues, \m 07 5 C'oiiiiiiiHHidii iind A'^oiK'V. 7»7 'J7 <] Iii;;liUTiiji(i nnd K Ic villi ri;,' •s.m .'{4 6 Kn;,'irii!()rH' DopdrttiK'nt. iV.i 48 6 MnU'H* IK-piirtincnt, am 05 (] Oriiiii Slioil iiiid ()v(ir, . . , , 14 4(1 JiimoH Hoott, 4!> 27 6 llob(!rt TlioiiipHon, .... 1 .^»() 20 1 Gcnoriil Kxpcnm; KMO 00 7 i OflSoo Purniturn, 240 00 7 CuhIi, hh p(!r CiihIi Hook, .... 1144 «»iy;{7o 57 M.t'K 1 1 «(i;>;{70 11 ;!Jii ii! Trial Balaiioo, 112 DIVIDEND BOOK. ONTARIO TUANSl'OKTATION COMPANY (l.imilr,!). l>iviiU'iul No. 1, 10 jMT.vm,, iltTluivtl Aii^uHt tilth, 1H!»0. Naiiu'8 ol" Slmivlioldi'i'M. No. of SliarcN 10(1 AinoMiit oC , hiviilcml. Du Ahi{. 0. 12 llt'ccip),. W. 11. KoLinsoii. 500 00 W. It. Hol.inHOM. J. W. .lolinsim, r>(» 250 00 t > ll tl. W. JolnLHon. S. (J. Il.iitty. 75 ;t75 00 1 i (1 S. (J. H...iU,y. T. S, Koni, 25 125 00 > I it T. S, l''onl. R. ('. lloi.p.T, l'J5 (;25 00 li 11 I{. V. !loo|.('r. Jus. UakiT, 200 1000 oil tl (t .Ills. Hiikcr. Fred. Wilson, 75 :{75 00 •' (t Kicd. WilHint. FruiKMs Muipliy, 100 r>oo 00 t)0 04 (Jr. «h;{7!» 04 My Oiwiount, iiikI liif,)T<'H(,, " I'n.p. JWilir ,„.(, j,,ii„' HH HJiown in work in;.' lu;., " l'io|M'll(.r At.liiMtir; 'nrtl Kiiin iiH Hhown in workinj^j IU!(!(Mint. I 'WV.i'J, 52 1018 ,05 mm) 1 04 n.ordn:,...,.;:;^':: :; • -^^'^ s,,... .,..,. .om., , „., 'I..- ahhhh h„.i i-iui.,i,,i,. (L 'a ;;' ;" n """ ' '•"■ >'■'"'" ^'"'-'^' "•"' '^^ and in 0...,. ..i.al, ;! ' So "' ^''''T "^''^ """ '*" '- '".d.T. , M...,,,, and HuvingH Cornpuny arc illuHtnil !..i!h!ir!itinri. 'I'la- a! «'v ..i„i tl,„^,.„f t,„, vv,.H(.rn Canada J oari 114 AUDITORS' REPORT. The undersigned beg to report that thoy have carefully audited the ffencrnl books and those of the pursers of the propellers, of the Ontario Transportation Cou.panv (Lim ited), and have pleasure ,n stating that they highly approve of the sysU-m of bookkeeping pursued; that they have examined Uiorouglily the receipts and expenditures of the vessels a«dthos..ofthe head office, and find them correct; that they have verXd to JuS affeetingthe Company s Share Capital, and the transfers of Htoek. and that the state ments herewith presented are true abstracts from the Company's books and correctly represent its finaue-il position. ' ^"rr^^-tiy CHAS. HAGKRMAN. 1 , ,. JOHN MACOUN, [Auditors. Belleville, August 25th, 1890. Assets. STATEMENT OF LIABILITIES AND ASSETS OF THE WESTERN CANADA SAVINGS COMPANY, 3l8T DECEMBER, 1H85. Liahililies. To sliarelioldera :— C.-.|.ita1 stock $1,300,0(10 00 650,000 00 30,000 00 LOAN AND Loans .iiSjSOS.GlH Ollice |>r(>mises 16,013 Cash ill otlioe r^\]^ Casli in banks 34,535 Cash ill bankers' hands in Great Britain to meet interest and deljon- tures inaluriug January, 1886, 34,355 58 15,684,000 89 Hcserve Fiiiul Contingent aceounU... Manitoba guarantee fund Dividend, jiayable Stli Jaiiiiaiy, \»m 61,495 58 42,878 42 To the public :— peoositsnnd interest... $1,155,785 39 Debentures and inter- p'-'V •- 2,23(J,397 '7 Bank o( Toronto 200,849 30 $2,084,374 00 Sundry accounts, chiefly amounts re- tained from loans to meet incumbiancea.. 3,539,031 86 PROFIT AND LOSS. Cost of management, in- cluding salaries, rent, inspection, valuation, office ex|ienses, etc Directors' compensation. Dividends and taxes 'hereon Interest on debentures... Interest on deposits Agents' commissions on loans and debentures... Carried to contingent account $10,000 00 Carried to Manitoba Guarantee Fund 25,655 40 $26,787 88 3,640 00 123,521 98 102,591 87 46,953 52 10,656 66 Interest on mortgages, etc. 6,655 03 $5,084,060 89 $349,807 31 35,655 40 $349,807 31 $.349,807 31 January 30th, 1886. WALTER S. LEE, Manager. 116 lorn I books paiiy (Lim- ookkeepinj^ f'thu vessels tiio entries tlie state- i correctly litors. .OAN AND 2,084,374 00 3,539,031 86 6,655 03 5,684,060 89 1349,807 31 1.349,807 31 AUDITORS' REPORT. To th» Shareholders of the We.tern Canada Loan and Savings Company ; Gentlemen, — The urulersiKnecl have the honor to state that they have checked the vouchers mort- gages and books of the Western Canada Loan and Savings Company, and find Tern correct, agreeing w.th the annexed statement, which is a true exhibit of he affairs of the Company, as on 31st December, 1885. W. K. HARRIS, FRED, J, MENKT, Auditors. Date 1890 May June July 1892 May 30 30 30 1892 Dec. I 31 ANOTHER FORM OF STOCK LEDGER. JOHN JONES, Montreal. By first Instalment, 25 per cent. " aecund " 25 •' " third •' 60 (< To James Brown, Balance, By Balance, *By Dividend Stock, 10 per cent., No. of Shares. 10 No. of Transfer. Dr, Cr. 250 250 500 5 21 600 500 00 00 1000 00 $1000 5 600 i 50 JAMES BROWN, Belleville. 1892 May Dec. 15 31 By John Jones, " *Dividend Stock, 10 per cent,, 21 500 50 the Journal, Instead of maS Pror aid lLs Dr t" n 'f ?'' '"^'^ ^""'-^ °"«'°'''« '° when the dividend is paid in Cash, make '"'"'' ""' ' '^'''^ '' ^"'>' ^ " ^^^^ Profit and Loss Dr. To Capital Stock. Fono per cent, on $50,000 placed to Or. of abareholders, a. S.L.F. in lieu of cash dividend. 1 John Jones, on $500, J share $50. 1 James Brown, on $500, J " $50. And so on, Cr. each shareholder with the shares or fraction of shares that will amount to 16 per cent, on the stock he h^ na!H nn ''"'''' '''** '"'" - -- , J,. ^ 116 FOUM OK HTOCK LKDCKU USKI) WIFKN TIIK ACCOIIXTH OP MFIMIK noM.KKH UO NOT APi'KAH AT AI.L IN TUK OKNKKAriJ.;DUEIl '^ There arc, many J.,i„t Stock C'.,m,.ani..H that nth.r .1.. not pur,,,... n.aki„. cull, upon he r HharohoMors ,r the wl.olo of th. stock sul.scrib.l, or postp! ',l.„n, ., ,;,; ,. .rs I that cano we would rceo,n,un.d that tho Hha.vh..ld.r«' accounts .houid only appear in the «t.^: rra^da'"' :'''l '•"" " '"'V' ''^ ""'"^ "♦■ ^"" '-""^ i-n'nci'and other compani.s in Lanada As cash i.s rcci-ivcd on account of shar.'s, omko Ciish Dr to Canital Stocky and make cntr.es .n the shareholder.' uecounts in the sioek I.e.i;^;;!,;:.'.;;^ Ird w . iJ r "T 7''-^'''-''»:' "I'/l •"> !>'■•• '^'^••'t. I'ai.l. An account is 'opened with S In 5^ ne V '"-V ''"^i:;'^"'»''^''''lH-J (»^.V transfer tVon. Po.Uon) for L\^,slLes up wl eh By th.s method IS shown both what the shareholder has paid and what ho still owes. . W. N. PONTON, Belleville, Ont. Date. Partloiilars. 1890 May [r, Cash, June 20 Ca.-h, Aug. I e,,To VV. A. Shepard, Fo.C.H or No. i)f Trfr 20 25 9 iVo. of Sharea. Subscribed Stock. Dr. Cr. 100 25 Hal. Dr. 100 ;■ 6000 75 . Cr. 1250 Hal. 5000 3750 Paid thereon. Dr. U25 Cr. 1250 1251) lial 12,-)0 2500 IS 75 W. A SHKPAllI), Toronto, Ont. Date. 1890 Aug. Purticulars. 6 By \V. N. Ponton, Ko.C.B or No. of Trfr No. of Shares. Dr. 25 Cr. Kill. Subscribed Stock. Dr. Cr. Bui. 1250 1250 Paid thrreon. Dr. Cr. 625 Bal. (J25 PRICES OF SHARES. Whether a company's shares are beino- sold at par. that is. the face vaii;.' ar a premium or at a discount, they are always at par in the Lompany's book.s, and ov the par value the dividend is paid. The first issue of shares at the inception of a coi ■ r.r. -riH always be at par. Subsequent issues may be offered at a premium if the old" stock is above par in the market. After the stock authoriz.d by the charter has been taken by subscribers, a company's shares are no lnno;er within its own control. It has none to sell and their real value will he t'le investino; public's estimation of them, based upon the efficiency of the company's mana-,'cment, the past eariiinirs and an estimate of its powers in that direction in the tuiu!- If you desire to buy stock in a company whose shares have all been taktnup,yor -s-j-t ijnd s 'ne holder willinu; to sell, either by your own seek- in-, or the employment oi ■ - -k r^oker. What you pay for the shares is a private bargain between your^^If . ,iJ li.e holder, with which the company cannot interfere If the company whose shares you buy is a larire and important concern like a loan company or a bank, the .stock will be quoted on the .stock exchau-e, and you will be -uided in your purchase by the latest quotations. ' a j SJIAUK- ? t'lill.M Upon rytars. In ipi'iir in till! ) unil (itlur to (-'iipitttl II I'Xiiniple. II call ot'26 till' *;tli of of hiivinj^ unpaid, the iitw, which vith Shcp- ipon which of (iourMc, OWCf*. hereon . r. Bill. 12")0 II •2500 1S75 hereon. Bal. (J25 'ahic, at a m thi- ;i;i<' ';.ni} v.ill I stock is taken by >no to Hell, upon the ts powers >se shares own soi'k- ii private rt'ere. If eouipany id in your 117 AUDITING. In 11 treatise on Joint Stock (.'omi.anv llook-k.MDin.r ;,:„»• T.. «ud,t ,. to ll.„r„„„l,l, c,„„,i„„ .„j , „„ „„ ,1 „o,,,„,„„„, T, :,':i,i:',::i:';;,i';.""''' "'"■ •""«"""■•*■■■"• "--^ ' i....«p:r:.'-,,.-:i;: o.|U«llj |.h,i„. Wo ,„■„,,. ,l,„,vl , r! tiJ • "'"".""'"""'■■'«"l 1>J .iitcrMtoJ p.,,]™, i, general meeting. The reason why Ihe ^U.uJL:!^!^^^^'^^^ 1^ ■ ^"'7' tlic appointments is vcrv plain. The Officersof the Ton '» '^^tors, sliouid make the J)ireetnrs, antl the au lit bcin-^ so n Tl ' ^^ "''' '"'"^''^ ''""^''^^^'^ h fUithminess to the S.lH;I:^lci L U ^^^^r T' T--"""-^- '>*' '"' Shavehohlers .hemselves should appoint the Au ditr ' " "'^ """'""-^ *'"^^ ''^^ The duty of Auditors is laid down i.. the Comn'mv', PJ. T From them we quote : '■()„o or more Audito.^ s 7"/ ^ IT ^''" ^"^" '^''')- " .SharehoMers at the annual general met n , e dn "Pf'^^'f , '^"-^"^ ^J the '' audit the books and account: of the "C ;:,;' Id .J la " ^" """'r ''"' " referenee to the business of the Companv an7'n 1 i^ , "" '^'"'""'^"t'^ l'"viog "balance sheet and abstract of the Zp n;r!ff!i7;% ' u''" ^''"'""^' '^"''^ « "on the last Monday in Janu ; a c 11 ,dt I^ "'"•"^:' ^° ^'^ ^^-ectors " they may deem proper." ^' "'"""'J"""^*^ ''^ ^^"3^ recommendations or suggestions The Auditors upon being duly appointed sliould at once be-Mn their duties •. l delayed audit .s far less effective than a prompt one r.irticuIiX if n I ' ^ ^'"^ place in the year. ' I'-irticulaily if only one audit takes The proper manner of conducting an audit is to Fnmn ..f *J i i !■ ■ . .. the ,„„. t|„,o „™, t„e „„.,i.t, b* :d'oi':,:::';::;;:r ' °* °""'"' '""'■ tho,o„fti,=,^,B„„/w,::vc,td(: t r:ht:ttrr'^/:^ ..«ro«he„tber, thus X, and a, the „„tk preg«s.e„„kin;,™„,, „„„„„,„ „„.^i,^ . ba.e the re„„n, .. „.a, be deeded proper. Nex., the Lodger cattle, should be compld if' I 51 118 and carefully checked with the books from which they are brought, and all additions verified. (Should the Auditor have reason to suppose that the personal accounts in the Ledger are unreliable, he should send out statement of account to each person, with a direct request for approval.) The Trial Balance should be then examined, and after it the Stock Ledger the Transfer Book, the stubs in the In. lalment Scrip, and Stock Certificate Books, and any other auxiliary books or forms not already gone through in connection with the Cash Book and Joar.)al. Finally, a balance sheet showing the Company's Losses and G.^ns and Its Assets and Liabilities (see pages 113 and 114) should be made out, and a report m a somewhat similar form to the examples given on pages 114 and 115 should be pre- pared, for submission to the Directors. VOUCHERS. To be acceptable to an auditor, a voucher should not cnly be an acknowledgment c money paid, but there should be the proper authority for the payment, which is usually the vote of the Directors. A cheque payable to order and endorsed by the payee is evidence of payment to him, or a written receipt is evidence of payment, but neither of these should suffice an auditor, unless he has seen the proper record of the authorization. Auditors should place their initials upon all vouchers and papers submitted to them this will prevent u dishonest man from using them again : and when checking, they should adopt a distinctive tick and use a colored ink or pencil, which it would be well to chan.'e at each balance. ° ISSUES OF STOCK. The Ontario Transportation Company (Limited) at its inception issued, and obtained subscriptions for its whole Capital Stock (see the minutes at page 76 and the Stock List at page 71); and subsequently called it all up by three instalments (see the L.stalment List for each call at pages 79, 80, and 81 respectively). Other companies might not deem it advisable cither to issue at once all the stock their Charter might authorize, or to call up so sprcdily the subscriptions. The action of the Directors in this connecdon would ikely be determined by the prospect of employing profitably the whole or only a part of the Company s Capital. Tt is usual, when making a new i>sue of Capital Stock, to ofi-er it to the existing Shareholders at a pren.ium (if the Company's Stock be at a premium at all) rather under the market quotation of the old stock, and should all the issue not bo taken by the present Shareholders, the balance is offered to the public Companies frequently purchase their Pluil or Real Estate for paid-up Stock or nay for services rendered in the same svay, and it is, perhaps, desirable that we should give an exa.iipki here. For instance,-.his Company might have bought the propc'Uer Atlantic from the builder, and paid for her with Stock, and the Journal entry for the transaction would have been : — Propeller Atlantic Construction Acct. Dr $23 900 To Capital Stock. ' "^"^ 900 J? or the vessel's cost, paid by the issue to L. Slnekluna of 478 paid-up shares of "' '" the Company, which have been placed to his credit in the Stock Ledger And m the tetock Ledger, L. Shickluna, credit by 478 shares at $50 $23,900 SERVICES PAID IN STOCK. Again, the Directors might have determined to rewarc! the President for his trouble in looking after the Company's interest closely, by giving iiini, st.y (in the case of a Company that had not issued all its stock), ten of the shares held in reserve; the Journal entry for which would be : — ■' Expense Dr 8500 Tu Capital Stock 8500 For t^n paid-up shares voted to the President by a resolution of the Directo'rsthis day And in the btock Ledger, W. B. Robinson, credit by ten shares at 650 8500 119 It. will be observed that in neither of the examples given, though they are both original 1S8U.S of Stock, do we charge the individuals receiving it, as is done when the Company IS started, the reason being that there is no.hing .wing by the parties ; they receive paid-up stock for value given, the Ledger account representing the thing received by the Company being charged ; where.s in the other ca.e, the parties subscribing are indebted to the Com- pany until they have paid for their Stock. Pividendsarenotalw.ys paid in cash. In small Companies, with whom it is an object . retain their profits to add to their working capital, or make permanent improve- men s or extensions, .^hares and fractions of shares are frequently placed to the credit of the stockholders in l.eu of cash dividends. See the illustration of this in form of Stock Ledger, page 115. It is not unusual with some Companies in their early days, though a fair profit may be earned, to refrain from declaring a dividend until a surplus capital be created out of profits. Dividend Stock may be issued under such a circumstance as is mentioned below. DIVIDEND STOCK. Dividend Stock will be most easily explained by giving an example. We will suppose that a certain Gas Co. haH been in existence for a score of years in a prosperous commu- nity, enjoying the monopoly of supplyir.g it with light. The price charged is hi-^h and in consequence the Company is making large profits, so large indeed that the Directors tear that if the truth should become known, they would be confronted either with a demand for a reduction in the price, or the formation of a rival Company. In order, therefore to m.ke it appear to the consumers that the profits are not excessive, they declare a reasonable dividend in cash and place a certain amount to the en,!., of the Rest account, of which the public are informed, and they also distribute a dividend in Stock of which the public are not informed. When this h.-is been done for a number of years the Capital Stock will have greatly increased. We will say, for our present purpose of illustration, to double the original money paid in. Now uhile the annual profits upon the original capital (if they were kno^n to the public) would appear excessive, the profit upon both the original stock and dividend stock combineu is r. asonable, .-ind the directors say: why, we are only making 8 per cent, ot profit on our cn,,itul, and c:,nnot afi^ord to sell gas for less than we are now charging. _ The entries in the books of so fortunate a company for distributing tie profits as indicated above would be as follows : At the credit of Profit ar.d Loss there stands, sny, the sum of 81(i,00(., as the net profit for the year upon a capital of §100,000 : this is IG per cent. A dividend of 1 per cent in cash IS to be paid, 2 per cent, is to be placed to the credit of Rest, and the balance is to be paid in stock. Profit and Loss Dr. $16,000, To Dividend $7,000 " Rest 2,000 " Capital Stock 7,000 m 120 When the dividend has been paid that account will close. In the Stock Ledtrer credit each shareholder with his proportion of the $7,000, and issue certiBcates. In doing this cf course there will be fractions of shares to be credited in some cases. The above mode of creating stock is simply equivalent to the existing shareholders subscribing for new stock and payinjr for it out of the earnings of the 0I.I stock. The only objection that ciin be urged against it is that it deceives the public regarding the company's profits, and by the manipulation the comt.any maintains excessive prices for its wares. In the case of a company in which the public has no interest there can be no objection at all to the payment of stock dividends. I WATJ]RED STOCK. Thore is another method of creating stock, called watering, to which serious objection may be ur-ed. ]t is the writing up of the value of assets beyond their cost or worth the civditing of capital stock with the amount, and the issuing of shares to the extent of tlie inflation, I can only suppose a very few instances where sucli a course would be honest or justifiable. One would be the ease of a mine, for which say $100 000 had be.^n paid, but whiel, proved, by the operat^.n for years, to be worth a much larger sum. 1 he following newspaper paragiapli will be interesting iu this connection :— " The gas companies are playing the usual tricks upon the consumers. In Chicago all the existing companies have agreed to combine. The capital actually invested in them amounts to about $10,000,000, but the amalgamation intends to water this up to $2o 000,000, in order to conceal the size of the dividends yielded by extortionate rates In New York the Consolidated Gas Company was established in 1884, to swallow up the various companies then existing, which hnd invested $11,215,000; the capital has now been watered up to $3!>,07S,000. The rule that should be enforced is, that corporations usin- such franchises should not be permitted to water their stock, and that tlieir profits should be restricted to a rea>onable annual percentage of the money actually invested." THE 3IEANING OF THE TERMS " LIMIT MI) LIABILITY " AND " DOUBLE LIABILITY." The term " Limited Liability " expresses the position of shareholders in Joint Stock Companies other than Banks. It means that the responsibility of shareholders for the liabilities of a company does not extend beyond the amount of stock subscribed for If that be fully paid up no further calls can be made; but if it be not fully paid up share- holders, in the event of its being required, can be compelled to pay in full the sum' of the shares taken. The extent to which the resources of this Dominion have been developed is largely owing to the efforts of Joint Stock Companies, formed on the limited liability principle. Individuals will contribute of their means and become partners in a concern formed to develop a local or general industry, that will benefit the community, when doin-^ ,0 wiU mvolve no risk beyond a definite sum ; while tl,ey would refuse to join an ordinai/p.rtner- ship, with Its attendant risks and unlimited liability, formed to effect the same purpose. While the law thus limits the liability of .shareholders in Joint Stock Companies, it requires that the public shall be informed that they are dealing with a partnership possess- 121 ing exceptional privileges; and it is incumbent upon every company Csee section "9 .f The Companies' Act, 1886 '' at p,.ge 2H of this book) to affix the wL < Li ^d >' ^ft^ It name on Its s.gn over its place of business, on its seal, on its advertisemnte on S busmess papers, and, in short, whenever its name is used ^e^'sements, on its to .ffrr'™''^°"u''^''^"^'^ "<^^P'-*^«^e^thepo.sitionof shareholders in Banks Inorder to afford secur.ty to b.Il i.olders and depositors, the law makes the liability of stockholders double the amount of tiie subscribed capital. The owner of 10 naid nn . . hundred dollars each would be liable, in L event of t^LkVL u ^ ,t:id uZ to pay ,n one thousand dollars, as well as lose the money already invested Thi i T has generally proved ample. The only fault to be found wi^/Tt L ihat b 11 hl^ ^ and depositors may be inconvenienced by delay in payment, owin^ t V 1 n t^^^^^^^^^ necassanly taken to liquidate the a flairs of a suspended Bank. ^ uiTy adit ha neit er deh.y nor loss can be experienced by holders of bills issued brWiea:;! 'k as^their notes are secured by deposits of United States' bonds with the NationrGovern CONVERSION OF A PRIVATE BUSINESS OR PARTxXERSHIP INTO A JOINT STOCK COMPANY. In Great Britain within the last twenty-five years ^and latterly to some extent in Can ada and largely ,n the United States) the conversion of private partLrsh pTint „ "tk ompan.es has become very general. In all branches of commerce you'wil obCetch gnsas Joh„Arnctt&Co. (Limited)," and on making inquiry 'egardi V he eZ^ ^ will of en be found that it was effected at the death of some of tl^ ori4. 1 partefs whose interest m the concern has been inherited by a number of heir wl d re t^' retain the mterest in the business, but take no nart in it. mono . • exist, for death dissolves a partnership, is thus preserved tho n. ^'"l ''*'*'^*<' undisturbed the shares arc iLhe hanJ; of the rli^::" ^^ ^::-:r;;Z::'7: w^houtr>skor anxiety, enjoy the fruits of the labours of those wLe hdrle'v !e When any o these desire to .sell their shares they have simply to find a pu ase w 11 It has latterly become quite common for manufacturers in i DominionT c^n er t^t concerns into jomt stock companies; the object being to extend thei trad by he ntroduction of new capital, which could not be obtained on the ordinary p tnership o special partnership principle, but only on that of limited liability. Ti^forme" owner will take the price of the property in paid-up stock. OPENIxVCr THE BOOKS. In opening the books under such circumstances, make the accounts representing the V : ;r rptrstoltr '-^-VTr' ''-' ^° ^^^ -pa-^y ^.ebtor for trer^p^rc^t and stockholders wilfbe dealt witharbefortdeLibed " ^'"'"- "^'^ """ ^^"'^ 122 AN EXAMPLE OF CONVERSION WHERE LIABILITIE SARE ASSUMED AS WELL AS ASSETS. Merchandise Bills Receivable Personal accounts " (each will be named) Plant " To'Capital Stock, Dr. $20,000.00 5,000.00 7,000.00 8,000.00 Capital Stock Dr. 10,000.00 To Bills Payable, " Personal accounts (each will be named) 40,000.00 5,000.00 5,000.00 Post these entries to the General Ledger. The above entries represent the assets and liabilities of the firm of John Jones & Co., which has, by *Letterb Patent of the Province of Or.tario, been converted into a Joint Stock Company under the name of The John Jones Company (Limited.) Tho net capital of the firm at the time of its conversion into a Joint Stock Company, as shown above, is $30,000, wliich is owned in equal proportions by John Jones & Robert Johnston. For this sum of $30,000, paid up shares (if tho capital stock of the Company have been issued to the said John Jones & Robert Johnston in equal proportions, and the number of paid up shares equivalent to $15,000 have been placed to the credit of each in the Stock Ledger. The capital stock of the Company is to be $50,000, and the $211,000 (the difference between the capital of the old firm and the capital of the new Company) is sold at par for cash. For this make Cash Dr. $20,000 To Capital Stock, $20,000 Post to the General Ledger, and also credit the respective holders with their shares in the Stock Ledger. SUBSCRIBED BUT UNPAID STOCK A RKSOURCE. It is not unusual for companies, other tlmn banks, wliich desire to secure public confidence, without which they could not exist, to obtain subscriptions for stock to a nuch liirgLT amount than the capital necessnry to carry on their atl'airs. To illustrate a life insuiance company mu>t command public confidence to bo successful. The capital required to carry on its operations, beyond the amount tleposited with the Dominion Government in the interest and for the security of policy holders, is small in comparison with that of a bank or an important manufacturing concern ; but tiie permanence of the company and its ability to pi.y its liabilities to the widows and orphans, who will be its chief creditors, is of vital impurt;iuce. By obtaining subscriptions lor stock to an amount much larger than the capital required, and calling up say only a lourlh of the amount, it * See section 57 of tlie Ontario Act, pages 5:5 and 54 of this book, to ascertain tlie yearly statement of the atiairs o>' the Company tu Le madu out. 123 has a reserve which, ia the event of its being required, can be called for at any time Th. reserve, ,„ the case of i.fe.nsu ranee companies, is as tangible an asset as the d ub b b.hty resource of a bank. As an example of this I mny mention that the Confeder on L,fe Assocanon s subscnbed c.pital is one million dollars, but only ten pe cent of this has been called for ; thereby leaving a reserve of $9UO,OOo! BONDS OR DEBENTUEES. Wlien joint stock companies borrow money for a Ion" norin,! ft,n„ a k , issuing and disposing of bonds or debentures, wlfieh are n "o^tirbl l.tL:." ' l" to the bearer and attached to which .re interest coupons, u^X^XZ;:^^^ time for wh.ch the bonds are to run. The bonds of a railway or mining company a e uually secured by a n^ortgage upon its property held by trustees for tl^ b.nd.oLr and they are called first u,ortgage bonds, if the mortgage is the fi.st lien up he proper y. Loan compan.es borrow money upon their bonds, not, as in the c se of the railway or mm.ng company, because they are h.rd up, but to obtain money at a cheap me to lend at a higl. rate. If the company be an old and sound T f c Id probably borrow at par u. England upon its bonds at four per cent Th > nr V ^ be brought to Canada and loaned . say seven or eight per c^:t te re?u Xl Z some profit upon funds not contributed by its shareholders iust a. th. hi pros. ,y ,„„i,,g .ho fu,.. ,of. „iU, the,,. L a^po... st »i 1 1, ^t '.";:: of 6 per cent, debentures, i.e., bearing interest at 6 per cent Der annnn, Ji^ I it\f\ (\f\fi „i • X. ri 1 ^ ^^"''' PTannum, to the jimount of *oO,000 at a premium of 5J, the entry would be : """uui oi ^"•'''^'' $52,750.00 To Debentures $50,000.00 lolrofit and Loss 2 750 00 The C%>mpany's liability is only $50,000; the §2,750 'is a profit. Sup- pose they had been disposed of .t a discount of 5 per cen.., the ent,y would be i^'^''^ ^' $17,500 Profit and Loss Dr 2 500 To Debentures. 059 qoo The Company's liability is $50,000, which must be shown 'on"the ciedit side of Debenture's aect. The $2,500 is a h-ss. ' ^'^"^ ^^ The diflferenee betwoen a stockholder and a bondholder of a company will, of course be ,-,ppareiit-the stockholder is u partner, the bondholder is a creditor' Gover ments ni munieipahties also borrow u.on debentures or b ..ids. The bon Is of the Governmen of England are called "consols,- wlueh is an abbreviation of the term "consolidated b,"ds ' 1 le term Floating Liabilities refers to debts that are not in the form of bonds or mortgages, but personal accounts or bills payable. SPECULATION IX STOCKS. The purcluvso and transfers of stock hitherto alluded to have been genuine sales and can be easily understood Ti.ere is a large amount of speculation in sLks, how T^r n wlueh there is no mtent.on actually to deliver and receive them. This is called '< buy'in" on n,arg,n, which, wtth the peculiar jargon used in connection with it, is not easily under- stood y the uninitiated. A contract is made through a broker to buy a certain'number of shares of some particular stock at a fi.ed price within so many days-. ^ar^Hn '.v five per cent, of the amount, being placed in the hands of the broker. ' Should the stock rise in the m .rket, the speculator may order his broker to sell, and after payin-. him his 1/ If if' h ! 124 commission pocket a handsome profit. On the other hand, should the stock decline, the speculator must keep up his margin by making further payments, and it may be that, no favourable turn taking place immediately, he is unable to continue to carry the stock, and loses all lu! has invested. It will be seen that this kind of spciculation simply amounts to a bet that a particular stock will bo above a certain li ;^uro in the future. If it prove to be, the speculator wins ; if not, he loses. Some curious phrases are used on 'change (this is an abbreviation of Stock Exchange, where the brokers carry on their operations), such as "bulls" and "bears," "corner," " short," " long," and " put " or "call." The name " bulls " is given to those dealers who arc endeavouring to force up the price of certiiin shares, and those are called " bears " whose object it is to lower thom. A " cor- ner " is the result of certain operations between these opposing forces. When it becomes known tiiat there is a largo number of " short contracts " out in a certain stock, advan- tage is taken of the fact by the buyers, who purchase all the shares they can get hold of so that when the time arrives for the fulfilment of their contracts the holders have the "shorts" at their mercy. The latter are compelled to purchase at greatly advanced prices, and are " cornered " unless they can break down the corner, when the tables may be turned upon the " longs." A " put" or "call" is a contract whereby, for the pay- ment of a small sum of money, one dealer may require another to take or deliver within a limited time, say one day, a certain amount of stock at a stated price. LIQUIDATION. A Joint Stock Company upon which a demand has been made for a debt amount- ing to S200, and which remains unpaid after CO days, may be forced into liquidation by its creditors. Application is made to the Court for a winding up order after four days notice to the Company. The Court may in its discretion grant the order forthwith, or adjourn to make inquiry. The Company must show its books. After the order has been . ade and a liquidator appointed, no transfers of stock can be effected, and the business of the Company must cease, unless the liquidator deems it be.-t that it should go on. With the appointment of the liquida r the functions of the directors cease, for in him is vested full power to do all things necessary to wind up. He may appoint a solicitor to assist him. An execution cannot be enforced against a company in liquidation, and remedy against it cannot be obtained by suit, but by an order of the Court. The liquidator is subject to the Court. He must not deposit the Company's money in the bank in his own name only, but in his official capacity, and he must produce the bank pass book at meet- tinp's. He is paid as the Court directs. After the final order is made the money in hand is deposited and left for three years subject to any legitimate call, and at the end of that time it is paid over to the Eecciver General. The Statute of Liquidation in force in Ontario is R. S. 0. 1887, cap. 183. The Dominion Winding-up Act is R. S. C. cap. 129, BOOK-KEEPING ENTRIES FOE INVESTORS. The proper entries to be made by investors in stocks will suggest themselves to any competent book-keeper. It may be well, however, to give a few examples here. You bought ten shares of the stock of the Montreal Cotton Company at the par value $100 each. Later you sold them at a premium of 15 per cent. The Ledger ac- counts and entries are as follows : — 125 Dr. STOCK IN MONTREAL COTTON CO |To Cash, '• Loss and Gain, CASH. To Stock in M. C.Co., i 150 00 By Stock in M. C. Co., 1000 LOSS AND GAIN. 00 By Stock inM. C. Co., 150 00 Wh«» the sale is made you mijrht make Cash to Stock in M. C Co for M 000 ..A to Loss and Gain direct for the profit $150. This would be the bette; way f vo' had sold only a part of the sl.ares you held, as ia the followir^g example ^ ^ " ^"^ 850 fllslo .Vr ''""/' '''' ^''°^' '''''' ^^"'^ '' «°-™-«« ^t the par value of ing$],100. -The Ledger accounts and entries are as follows:— ^^- SHARES IN BANK OF COMMERCE. Qj^ To Cash, To Balance, 5000 $5000 4000 00 00 00 By Cash, " Balance, CASH. 1000 4000 $5000 00 00 00 To Shares in Bk. of Com. " Loss and Gain. ' 1000 00 100 00 By Shares in Bk. of Com, 5000 00 LOSS AND GAIN. By Cash, 100 00 QUESTIONS ANSWERED. Questions of book-kecpin' fn Tnln* «f««i- n .in , ^ '^ iciLrrmg to Joint btock Companies or investments in s ocks frcciuootly reach the author. An interesting one received recently frolsan F^u Cisco with the answer is appended. Question lst.-I hold a certificate of 500 shares of the Capital Stock of Minin. Co., for which I paid 75c. a share some time ago. the stock rose to $2.00 per share" me ot Z: '''' '°' f "? '* "'^'^ "^^ '^"'^^^' ^'^'^^^ ''' shares more f"; course) '"' '''""' ' ''"" ^''''' ^'""^ '''' ^'-''^^^^^ «^ ^^ °-*iticate, of r'i 126 2n(].— This stock is now worth $20 per share. I order my broker to sell. He sells the l,nOO shares for $20,000. He keeps out, of course, $1,000, that he paid for the 500 shares he bought for me on " maruin," and remits me the balance. Answer. — Ledger accounts and entries are as follows : — Dr. iMINING STOCK (First Investment). Cr. To Cash, Gidn, 375 9(;2r) 10,0(10 00 00 Qy Cash, 10,000 10,000 00 00 MINING STOCK (Second Investment). To Broker, Gain, 1000 9000 00 00 .•JlOjOOO 00 BROKER. To Mining St'k(2nd In) 1000 00 CASH. KvCnsh, " Broker, nooo 1000 $I0,0(i0 00 00 00 By .MiniigSt'k(2ndIn.) 1000 00 To Mining St'k (1st In) " " " (2nd In) 10.000 9,000 00 00 By Mining St'k (1st In.) 375 00 From Detroit, Mich. Question.— What would bo the proper entry to make for the following : Parties inter- ested in a patent, form a company and hold $100,000 of the stock, the balance, $50,000, is sold at 50c. in the dollar. Answer. — The Patent being the only asset besides the cash paid, the debits to Cash Account and Patent Account should equal Capital Stock Account, hence the following Journal entry : Patent Br. $125,000 Cash " 25,000 To Capital Stock, $150,000 Post above to the General Ledger, and then credit each holder in the Stock Ledger with his shares at par. 127 Cr. io,ono 00 0,000 00 nnoo 1000 00 00 0,0(iO 00 1000 00 00 Prom Davenport, Iowa. QUESTION.-Tho first entries on the books of The J. Smith MnP- Cn .irn- R i p . * A $10 ,n()0, ana factory " B" 8.'3O,,)0,). They run along .several years and prosper. llav,n, .some spare money, the., a.s a company, buy 2m shares o u^k in ^.e J. Jones Co.. at S.O p.. share, or SH.OOO, and ch^c ^e J. Jone 1^'" w.th th,s amoun A Her a t.me the J. Smith Co. ,et tired of lookin. after so muc t bus,ness, ana .sell to the Jno. Jones Co. Factory A for $120,00(.. What w uhl b the proper entru. to make on the J. Snuth Co. books to dispose of this matter ? ANSWER.-When Factory " A " was sold (say for cash) the entry would bo :- Ca.sli Dr. $120,000 To Real Estate $100,000 " Loss and Gain 20,000 _ Pay the $20,(100 profit on the sale of the Factory as a dividend. The Capital Stock .to k. decreased $100,000, and tl,at amount refunded pro rata to the sZ^lyl Capital Stock Dr $100,000 To Cash, $100,000 Get back the old certificates of stock, cancel them, and issue new certificates in accordance w|th tiie reduction, and debit the individual holders of ..hares in the Stock Ledger w.th tl>e reduction, balance each of their accounts, and bring down the balances winch will show the,r present interest. The sum of these credit balLces will a-^ree wTth the reduced amount now at the credit of tlie Capital Stock a/c. ° FOUNDERS' SHARES. ^--"^ot"-" of Joint Stock Companies very often manage to obtain advantages, more or less valuable, over ordmary shareholders. The latest scheme in this line is what is known as Founders' Shares. It is worked in this way: the promoters of "he cL pany we will say twenty in number, who call themselves the founders, eacli holds a founder s share, which entitles them under the act of incorporation to the balance of the net profits (or a arge proportion of it), over and above the amount required .o pay the ordinary shareholders a dividend of say seven per cent. Companies of this nature liave recently come into prominence in England, by reason of the dissatistaction existing among ordinary shareholders, caused by the tremendous profits pocketed by the lew made from capital provided by the many. The principle of Founders Siiares has not been admitted in Canadian legislation, though a stron. effor was made at a recent session of the Dominion Parliament to incorporate a com;an^• in which it was asserted. ^ •' * CONTINGENT ACCOUNT. It frequently occurs at the close of a year that losses or charges are imminent the exact amount of which cannot be ascertained. It is desirable under such circum.stan.e.. to curry such a sum from the Loss and Gain Account of the year to the credit of Contin- gent_Account, as will be equivalent to these possible losses or charges, and into which * Called also Suspense Account. 188 t'loy can bo written off in the future. By this plan, tlio year properly chargeable ahowt the loHS, and proviwion is made to meet it by retaining a huiu that would otherwise likely be paid with the dividend. SuppoHe tliis to have been done, and there wtands at the credit of Contingent Account, $3,000.00. The loBS njay be from depreciation in plant and i.s now ascertain- ed i make Contingent a/c. Dr. To riant a/c. It may be from bad debtH, make Contingent a/c. Dr. To the several Pcrao7ial Accounts, or perhapH to bills Receivable. It may be the costs of a law suit, make Contingent a/c. Dr. To Cash. PREFKRRKI) STOCK. What is known as Preferred Stock is usually issued under circumstances like the following : A. Joint Stock Company has been in existence for some years, and has met with only moderate success. It is found necessary to bring in additional capital and to induce sales of new stock ; the existing shareholders agree that it shall have tlie preference in the division of the profits. The agreement might be after this manner: if the profits warranted a payment of seven per cent, upon all the stock, this rate woiild be paid ; but in the event of the profits not warranting a dividend upon the wliole of the stock to that extent, then the seven per cent, dividend to be confined to the Preference Stock and the balance of the profits to be divided among the holders of ordinary stock. Or a^'ain the arrangement might be that a dividend of seven per cent, upon the Preferred Stock .should be a fir.st cliarge upon the profits. After it was provided for, the balance would go to the ordinary stock holders. In the event of the profits of any year not being sufiicient to pay the seven per cent, ^n the Preferred Stock, then whatever sum was available would be paid upon it, and the ordinary stock liolders would receive nothing. X)f course, the buyers of Preferred Stock take tho risk of there being no profits whatever to divide. •PLANT ACCOUNT. The machinery of a manufacturing concern is represented in the Ledger by an account called Plant, just as " Pacific Construction Account " represents one of the vessels of the Ontario Transportation Company. To the debit of this account is placed the cost of the permanent plant of the concern — by this we mean the macliinery and tools by the use of which its goods are produced and not anything that may be purcha.sed to be sold or manufactured. When closiu'-'the Ledger there are two ways of dealing with the Plant acc't. Owing to wear and tear the plant of the concern is not now worth so much as it was wlien you purchased it or when you last closed your books; hence you must "write off" a portion of the amount charged to the account to Loss and Gain, so as ♦o leave the debit at the figure you estimate you *From " The Canadian Accountant," by S. G. Beatty and J. W. Johnsou. ! j 189 could sell tho plant for. You may write off Hay B per cent, by making this journal entry and posting it : Loi$ and Oain, Dr. To Plant Acamnt. For B per eent. written off for wear and tear ; then close the account By Balance; or you may take an Inventory of each part and piece that makes up the plant of the concern, place the amount of the Inventory on the credit side of tho account and close it By Loss and Oain. Any property account, such as Office Furniture, would be dealt with in like manner. Dr. (IST method). PLANT. Ob. 1889 Jan. 2 2 To Cash (cost), To Bahince, (value of Plant now.) $8000 00 1890 Jr.u 2 Bv Loss and Gain, (5 per cent, written off forileprcciation.) By Balance, 1890 Jan. $8000 00 ~7666] 00 (2nd method). PLANT. 1889 Jan. 2 2 To Casii (co8t). To Bal. Inventory, (valueof Plant now.) 12000 00 1890 Jan. 2 By Balance, aa per Inven- tory, By Loss and Gain, 11.320 680 00 00 1890 00 J120 00 00 Jan. 11320 1 00 1 ♦ THE METHOD OF WRITING OFF BAD DEBTS. Few merchants or manufacturers can do business without makinj^ bad debts. Every man doinjr a credit buhiness should, at each periodical closing of the books (which should be at least once a year), go through his Ledger and take a list of the accounts that he considers bad or very doubtful, in order that they may be written off. It may be asked, Why write them off at all ? What harm can there be in allowing them to remain on the books ? The answer is, if you continue them they stand as resources or assets of your business, which, being worthless, they are not. In nearly every case of insolvency, the book debts yield on an average not more than 50 per cent. ; and in not a few instances the in.solventy itself is in a large measure pro- duced by allowing worthless accounts to remain on the Ledger, and regarding them, and representing them to creditors, as assets of the business. #From " The Canadian Accountant," by S. G. Beatty and J. W. Johnson. 180 «B7, Brown, 8J1.50; Green, $41.90; write tl.euM.ff by tluHnllowinKJournal .ntriesJ: tiadilehUAcvnunt, Dr, «i;«) 40 '^1? t'""' «-'i7 00 « ^'"•"•' 41 00 For amounts at their ,lebit that we eonsider iiuposnible to colleet. Lost mid Uain Aicounf. Dr. «i;{0 40 To Bad DebtH Aecount, gj-jO ^q Fur iiiuountH written off, tranHterred wlu.l.. 1 '';'" ""^"' ^''^ Ledger you can turn to the aeeountutany tiiucand have the whole l.st, extending, ,t may be, over many yearn, before you. COPY OF EXAMINATION 1>A]>K1{8 INSTITUTE OF CHAKTEKED ACCOUNTANTS OF ONTARIO, AT A RECENT EXAMINATION. JOINT STOCK COMPANY. imr a!;rifn!;" ^"^'^^ T"^ ^^"^"'' "^'"'^ '''' "'"'^* P''''^^^'^^ '» ^^'^ bunine.H of munufactur- om V Tli v"t""'' ''f l-vearranged to convert their busine.into a jointstock hav. ; ^'' P'"'""''^-^ '"'*"'"^" ''"''•• ^"^^''^ '^ that the company will only have to do w.th the a««et8, which are as follows : ^ ^ ^ Want (includes machinery and tools) «,« nnn on Heal Estate mO,{)m 00 3ianutactured g«"dsper inv^iol^!!!!!!:!:";;;;;;;;;;;;;;;;;;;;;;;;;';^ 15'olIU [[[J .-. . . 860,000 00 stock forT'"^ ""'' *^Jr''*' *" *^*^ '^'^"P'^"^' ^'"•*'» * J^"'^^ ■'''' to receive paid up Cotp nv'?i:r?T:, ^'\--P-y- to be formed under the Dominion Join' Stock ofTlOO eacf T ?'l"'"' ''^P'*^^ " ''^' S150,000.00, divided into 1500 shares r90 eaoM . . ■" '"'." ^'''^'' ^'^'"'*'^ * '^""'^^ •^'^^'^ ^'g"*^'^ the stock list for 900 shares (90 each), and have paid 50 per cent, upon them. («) State the steps that should be taken to form such a company ness as well^^'!? '^" ^°°'^' '*' ''""""* "'''''"y *" P^^?'^'"^^ '^'^'^ the company's busi- ness as well as those required to be kept by law. books''^ ^*'"' ^'''' necessary entries for the transactions given above .n order to open the n A 1 f ;-.M 181 2. A company I.uh .liHp«.m.,l ..f ptT onit. deboiitureH to tho umount of aSO 000 at* prenjiuu. (it ft^. <}iv,. the ii.ct«Hury .i.try for the trai.miction. ' :J. Atth.en.lofaynir, a\'U'r tlu- working uc.-ountH l.av. l.m. dom«a into proflfc •ndloHH. tluTo Htancis at tho cT..dit o.' that aruount the ...n. of «10,000 an tho n..t proflt Of tho yoar. Tho din-ctorH have ordorod it to bo dinpoHod of uh foUowH ;- *H,00() to hi' paid in cash (»0 to bo passed to tho rent aoooiint. 8600 to roniain at tho credit of profit and Iohh. Maito tiie entrien of « K each. He s..|is to-day to W. 1{. Ilohinnon at a preuiium of 10 per cont How would the transfer bo umde in tho company's hooks, and what wouhl bo tho ontry in tho stock ledger f ■' 5. Tho HharoH of tiio Hank ot' Montreal aro (juotod at 22(1. Kxplaiu this TurchaH- ing at this h-ure, on what amount would yon rvvAva the dividend 'f (i What is the ext .t of th.. liuhility of sharehohlcTs in 'oi„t Stock Companies, other than banks, and what is tho liability of sharehold.rs in banks ? 7. What is tho advanta^o in keeping a " roforonce book " for tho U8c of sharoholders ? _ /t u-ni be oh^crrrd tl,„ (he pru,c!pl,s involved in the prohkms given in the pn.ed- mg ccainuMtmi urc/nlly cxcmplifted in this hook. THE EIGHTH EDITION OF THE CANADIAN ACCOUNTANT BY S. G. BEATTY AND J. W. JOHNSON, P. C. A ' '^'''rm7vrp'"n''""' '"'' '^11 '"""' ""' °^ '^'' Principals of ONTARIO BUSINESS COLLEGE BK,,u:y.u.E, Ont., Member of the Council of the Institute of ClZoZ Accountants of Ontario, and Author of Johnson's Joint Stock Conipany Book-keeping, CONTAINING 326 OCTAVO PAGES (REVISED AND AGAIN ENLARGED), Is just Published, Price $2.00. (Post Paid ) This is the eighth Counting House Edition of the most comprehensive and praefcal and most easily understood of all the advanced works on Book-keepin. and Accounts published. ^ ° " It covers the ground of Book-keeping by Double and Single Entry, Business Papers, Bank.ng Business Correspondence, Commercial Law, Practical Computation &c., &c and illnstmtes and explains Counting House work and innumerable Business Iransactions not dealt with in any similar book. It is the best text book for the Teacher and Student of Accounts. It is the best book of reference for the Practical Accountant and Business Man It IS a mine of business knowledge for tlie Country Merchant. Many valuable additions have been made to this Edition Thefollowvuj are EM. from the opinions of Practical' Accountants , and leadina Commercial Journals reyarding the work :~ teaamg From Wm. Anderson, Esquire, Toronto, late Pro- BiUent of the Institute of Accountants of Untaro •— I have examined the " Canadian Accountant," ami have pleasure in testifying to its correctness compre- hensiveness and v.thu! to all interested in acqu-rini: a correct and methodical knowledge of Book-keepiuK It enibraoes nearly every possible condition that mav be required ni ordinary business transactions Should the Institute of Accountants require a Text Book- for Examination of aj)j)llcants, I know of no work so well adopted for the purpose From -Iohn J.. KiciiR, Esquire, Office .Manager Con- federation Ufe Assocnition, Toronto :— " The Cana- dnin Accountant " is the best work on Uook-keepinB Accounts 1 have over met. From P S Koas, Esq., Chartered Accountant, .Mont- 'cal: — "Iho Canadian Accountant" ■ ' - eon's .Joint Stock Co. Book-keeping ,..,...,„. ,;,„b^ works, and ought to take their place as standards in our schools. I shall recommend the books to all desirous of learning the true science of this branch of education. From U Thomson, Esquire, Manager Bank of Commerce, Belleville :— 1 am astonished at the vast amount of practical information the work contains lip Chapter on Banking is admirably in harmony with the practical character of the work. (Ottawa Citizen.) " No work on Accounts and Book-keeping that we have ever seen is so thorough and comprehensive, and, a. che same time, so eaeily understood as this.'' (Boston Journal of Commerce.) " We have rarely met with better material for the student of accounts than this work furnishes Its use among accountants and business men as a reference book cannot fail to be highly eatisfactory." (Torotifo Globe.) " This elaborate treatise on the conduct of busi- ess IB both well arranged and exhaustive." From the late Wm. R. Qrr, Esq. citv Auditor Toronto :-Studcnt8 who master its wntents cannot fail to become expert Bo-.k-keepers tCaIu icl pal Set 18 accentable and instructive in a high degree to those engaged in the conduct of IMunicipa! affafra. (Xew York " Book-keeper.") "We have given the work a careful examination and can endorse it as an .idmirable Text Book The' ? l°mn?) T^^ S";'""*"^ ■■'"'^ cotnpetent to treat loS- cally and thoroughly upon the subject." " (Montreal Journal of Commerce.) i\ll,?}iZ^ if scarcely anything in the business world „ , I M rm — ■■■' —,."*■' '^'."" "^■"^ -'^^'••""mani, itioni- tbat this volume does not fully exnlain If slinniH 1,0 real: -'-The Canadian Accountant" and "'.lolin- adopted .as a Text Book in every So"' and be a~ )ok-keeping " are first class every collection of books, however limited " ^ Ke their nhico j« afa.wi. ... j o . ^''i^^7 '%^^ .1«'^ f ^° '^"y otlier first-class Commercial College, and board in private families is only $2.75 per week. The average time for completing the course by tliose possessed of ordinary common school education, when entering, is four months. Students may enter at any time. Address, IIOBINSON & JOHNSON. Ontario Business College, Belleville, Ont. Send for the College Circular. ni