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"^ 
 
 ADVERTISEMENTS. 
 
 OOEP»OR..^TE SE.A.LS. 
 
 From $5.00 upwards, accordinjj to durability and 
 finish. We make a specialty of Hardened Brass 
 upper, and Copi)er lower I )ie8 in our Seals (hence 
 our reputation as Heal Manufacturers), as all others 
 use inferior dies and counters or lower dies made of 
 Lead, which are "f no account. Send for samples 
 of work for C' aparison with others or apply to 
 author of this book. 
 
 KENYON, TINGLEY & STEWART M'NFG. CO. 
 
 " MannfactttrerK to Ontario Oovernmtnt." 
 72 KING STREET W., TORONTO. 
 
 G. DUTHIB & SONS, 
 
 €OR. WIDMGR A5D ADELAIDE STREETS, 
 
 TORONTO. 
 
 Galvanized Iron Furnishings Supplied. Country Orders promptly attended to. 
 
 FRED. W. SUTHERLAND, 
 
 AND 
 
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 eO -A.RO-A^IDE 
 
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ADVERTISEMENTS. 
 
 COOZ & BT7ITKEE 
 
 36 KING STREUT l/iTEiST^ 
 
 5 
 
 
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 OF EVERY DESCRIPTION. 
 
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 Railroad and Banking Stamps, 
 
 CORPORATE, NOTARY & SOCIETY 
 
 SEALS. 
 
 jSkXiSO 
 
 Carvers and (5il(iers*g)^ 
 
 -^]V[iprop ^ Picture prame ]^aiiufactureps. 
 
 FINE GOLD WORK A SPECIALTY. RE-GILDING EQUAL TO NEW. 
 
 FINE ART EMPORIUM 
 
 36 KING STREET WEST, TORONTO, 
 
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 ADVERTISF.MENTS. 
 
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 ]SrOTIOE 
 
 To Corporations, Steamboat Owners, 
 
 A.NT) OTHERS. 
 
 I manufacture High Speed Engines for all purposes where reliable power 
 is required. They are taking the lead throughout Canada, wherever in- 
 troduced. Marine Engines on hand, cylinder from 16 x 15 to 8 x 10, also 
 Uprights from 3 to 12 h.p., Stationary from 15 to 50 h.p. Water- Works 
 Supplies, Hydrants, Valve Pumps, &c. Boilers of any size, of iron or steel. 
 
 TORONTO ENGINE & BOILER WORKS 
 
 FRONT STREET EAST, TORONTO, 
 
 JOHN PERKINS, Proprietor. 
 
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ADVERTISEMENTS. 
 
 E. R. €. €LARK80N, ROAF * ROAF, 
 
 .„ , ,, . , ,.. **»i»> Barristers, Solicitors, 
 
 TORONTO. ONTARIO. | tiotrttr», ^uMic. 
 
 AND {X)MMI.SSIONKR FOR QUEBKi-J, 
 
 AGENCIES AT 
 MONTREAL, C^IIE. & WINNII'E(}, MAN. 
 
 ooRRESPOND-ENTs AT j 29 KING STREET WEST, 
 
 LONDON, GLASGOW & HtlDUERSKIEL)). I 
 
 TORONTO. 
 
 Foreign Rr.ferenceg .- Messrs. A. & S. Henrv & 
 
 Co., Bradford ; ThuCity Bank, London. " 
 
 Ehtahlihiiki) 18(14. 
 
 W'M. ROAF. 
 
 .lAMES R. ROAF. 
 
 MILLERS & MANUFACTURERS' STENCILS, (SiC, Ac 
 
 J. R. COLLINS, 
 
 No. 59 Arcade Buildings, Toronto. 
 
 Flour Barrel Brandts a Specialty. Prices as reasonable as any 
 in the Dominion. Send for Estimate. 
 
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 MANUFACTURER OF 
 
 ©BNTS, flWNINGS AND FLAGS, 
 
 Waterproof Horse & Waggon Covers, Life Preservers, 
 
 Bags, Lawn Haminockn, Etc. 
 157 KING STREET EAST, - - TORONTO, ONT. 
 
 TENTS TO RENT. 
 
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'Mh 
 
 ADVERTISEMENTS 
 
 ESTABLISHED 1850. 
 
 JAMES ADAMS, 
 
 Sailmaker and Rigger, 
 
 DIRECT IMPORTER OP 
 
 CANVAS, ROPE, TWINE, 
 
 BTJlTTIlsrGhS, <Scc. 
 
 MANUFACTURER OF 
 (And made to order) 
 
 I'erits, piags, ilwiiings, Bags, jiopse ^ Waggon Covers. 
 
 SPECIAL ATTENTION PAID TO 
 
 AWNINGS FOR STORES & GENTLEMEN'S RESIDENCES. 
 
 Hoist Ropes, both Wire and Manila, spliced and fitted. 
 
 YOKK STREET WHARF, 
 
 TOUONTO. 
 Residenoe-No. 399 SHERBOURNE ST. 
 
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ADVERTISEMENTS. 
 
 EST.rtL.BT iT!=t:E3:SP ±QZS. 
 
 TO ARCHITECTS AND BUILDERS. 
 
 THE LATE 
 
 MR. DUNCAN FORBES' 
 
 EXCELLENT SY.STEM OF 
 
 FELT AND GRAVEL ROOFING, 
 
 So thonuighly well eatablished, is bein^,' conducted for the estate by his son 
 WM. FOJiBES, who has had entire charge of the work for years. 
 
 We have just pride in inviting you to inspect the work that has been intrusted to us, 
 
 noticeably : — 
 
 Osgoode Hall ; Diviiiity School. Christie, Brown & Co.'b 
 
 Rossin House. : Hon. Frank Smith's Bldgt?. Buildings. 
 
 Bank of Toronto. ! Massey Manufacturing Co. U. E. Club. 
 
 Bank of British N. America. Gumey's Foundry. H. E. Clark & Co. 's Buildings. 
 
 Masonic Buildings. Exhibition Buildings. Toronto Arcade, Yonge St. 
 
 Union Depot. Gooderham & Worts' Dis- Mail Buildings. 
 
 Parkdale Town Hall. tiUery. Toronto St. Railway Stabl's. 
 
 .»,^».-»» ALL WORK GUARANTEED FROM 5 TO 15 YEARS. 
 
 ADDRESS :- 
 
 D. FORBBS, TOROBTTO. 
 
 J. C. FOBBES, Executor for the Estate, 163 dueen Street West, 
 
 ROOFING MATERIALS WHOLESALE & RETAIL. 
 
 "WZLLIiLM BEISCOE, 
 
 Carriage, Waggon & Sleigh Builder, 
 
 MAKUT'AOTURER OF 
 
 OF ALL KINDS AND BUILDING IRON WORK, 
 
 145 QUEEN STREET WEST, 
 
 OPPOSITE OSGOODE HALL, 
 
 TORONTO. 
 
 Jobbing and Repairing promptly attended to on reasonable terms. 
 
 4,^. 
 
J^>>1ll«,'t1 
 
 JOINT STOCK COMPANIES 
 
 MANUAL, 
 
 FOR THE USKOK SH A.UEIIOLUKU.S, KIKKt TORS AND ol'I'K T.KS OK COMPANIES 
 
 AND THE riENEKAL I'l ULIC ; CONTAININCi 1MU< TICAI, INFORMATION 
 
 AS TO THE STEl'S TO BE TAKEN AND THE IMIOOH'.S TO I5E 
 
 FURNISHED IN Al'l'LVINO FOR A rllAUTKH 
 
 OF INCORPORATION • 
 
 INUKll I UK 
 
 ACTS OF THE PROVINCE OF ONTAIUO, 
 
 KKLATINd ill TIIK Idll.MATlUX OF 
 
 JOINT STOCK COMPANIKS IIY LETTKllS PATENT, 
 
 Tom; III Ki; wmi 
 
 <'ERTAIN STATUTES OF THE IMlOVlME RESl'Ki TIN(i THE <UU!ANIZAT10N 
 AND M.\XAOE.\lENT OF SUCH lO.Ml'AN 1 ES, 
 
 §md a ilumbcv of Jctm,^ .auitaVIe for tUc ui&c tluvfof. 
 
 BY 
 
 J. D. WAllDE, 
 
 OF THE I'KOVINCIAL SECUETAUV S DEI'AUTIIENT, TOKONTO. 
 
 
 PI 
 
 
 SECOND EDITION, REVISED AND ENLARGED. 
 
 m! 
 
 w 
 
 uovonto: 
 
 HUNTER, ROSE ^' COMPANY. 
 
 1885. 
 
 ■I- 
 

 J.. < 
 
 
 gftiU %\\\\t WotH 
 
 18, 
 
 BY KIND PERMISSION, RESPECTFULLY INSCRIBED 
 
 TO 
 
 THE HONOURABLE ARTHUR 8TURQI8 HARDY. Q.C. 
 
 I I 
 
 PROVINCIAL SECRETARY OF ONTARIO; 
 
 I . 
 
 BY 
 
 ®hc g^ttthov. 
 
 /1 
 
 /. /.- / 
 
PREFACE. 
 
 Havinfj for some years, in connection v/ith his 'lutief< in 
 the Provincial Secretary's Departm it, ha.l chf\rf^(. of uhe 
 applications for charters under Tkc 0,it ri.' Joint Stock 
 Comjxmieft' Letters Patent Act, and nmiciag tJie small per- 
 centage of such applications that were in proper form, it 
 occurred to the writer that a work containing practical 
 information respecting the steps to be taken in the for- 
 mation, incorporation rtnd management of a Joint Stock 
 Company would be of advantage as well to intending 
 applicants and the general public, as to Directors, Sharehold- 
 ers and Officers of existing companies. With this object in 
 view, the following pages have been prepared. They contain 
 such of the Acts of the Legislature of Ontario relating to the 
 formation of Joint Stock Companies, with explanatory 
 notes, as it was thought desirable or necessary to give in a 
 work of this size. A table of forms, suitable for use in 
 the incorporation and management of a company, together 
 with copies of the Letters Patent and Supplementary Let- 
 ters Patent, as now issued, has been added. Chapter loO of 
 the Revised Statutes of Ontario has been taken as the basis 
 of the work, and for convenience it has been divided into 
 Chapters or Heads. 
 
 The writer is indebted to George E. Lumsden, Esq., As- 
 sistant Provincial Secretary, for some valuable suggestions 
 as to the preparation of the work. He trusts it may be 
 found of use, not ynly to members of the legal profession, 
 but to all interested in Joint Stock Companies. 
 
 J. D. W. 
 
 Toronto, July, 1884. 
 
 
 
 
 i 
 
». .., >•*. M- ur 
 
 PREFACE TO SECOND EDITION. 
 
 The rapid sale of the first edition throughout Canada, 
 and the favourable opinions expressed regarding the useful- 
 ness of the work by the Press, the Legal Profession, and 
 Shareholders and Directors of Companies are exceedingly 
 gratifying to the author. 
 
 The second edition has been revised and some new forms 
 added thereto. The changes made in the law at the recent 
 session of the Legislature are also fully set forth. 
 
 J. D. W. 
 
 Toronto, April, 1885. 
 
TABI E OF CONTENTS. 
 
 rNTUODUCTORY. 
 
 Page. 
 
 . 11 
 
 CHAPTER I. 
 
 FORMATION AND IXCORPOHATION OF COMPANIES. 
 
 1. Citation. ....... 
 
 2. Interpretation of Act. . . , . . 
 
 3. How Incorporated. By Letters Patent. Applicants not neces- 
 
 sarilj' residents of Ontario. Number of persons. Pur- 
 poses or objects ...... 
 
 4-. Nature of applicatioi:. Notice of application. Notice dis- 
 pensed with in certain cases. Objection, if any. Name 
 of company. Purposes or objects. Place of operation. 
 Chief place of business. Amount of capital. Division 
 into shares. Preference and ordinary stock. Names of 
 applicants. Names of directors ... 
 
 5. Petition and contents. Must reach Provincial Secretary 
 
 within a month. The petitioners. Must recite the facts, 
 the amount of stock taken and the payments thereon, if 
 any. Should be signed by applicants. Accompanied by 
 stock book. May ask embodiment in Letters Patent of 
 certain provisions . . .... 
 
 6. Evidence of petition, notice, &c. Before the Letters Patent 
 
 are issued. Power to take affidavits. Publication of no- 
 tice must be proved. Signatures must be veritied. Name 
 not that of any other company .... 
 
 7. The Letters Patent. Contents of. Name in. may be differ- 
 
 ent from that in the notice. Objects in, may vary from 
 those stated in notice ..... 
 
 8. Notice of granting Letters Patent. Given without charge to 
 
 applicants. ...... 
 
 9. Lieutenant Governor may change name. Compelling change 
 
 of name. Change to affect youngest company . 
 10. Certain informalities not to invalidate Letters Patent. 
 
 14 
 11 
 
 14 
 
 15 
 
 17 
 
 20 
 
 •20 
 
 21 
 
 21 
 22 
 
 ^1 
 
 ?! 
 
 m 
 
 m 
 m 
 
 ll 
 11 
 
 I 
 if 
 
 If 
 
TABLE OF CONTENTS. 
 
 11. 
 12 
 
 13. 
 14. 
 
 General powers. To hold., alienate and convey real estate. . 
 
 Change of name or constitution. Change of name. Change 
 of name under Cap. 172, R.S.O. Sub-division of shares 
 Increase of capital. Reduction of capital. Change of num 
 ber of directors. Change of chief place of business. 
 
 Supplementary Letters Patent. 
 
 Powers to be subject to Act . . . ■ 
 
 Page. 
 . 22 
 
 23 
 
 27 
 27 
 
 CHAPTER II. 
 
 ORGANIZATION AND MANAGEMENT. 
 
 1. Directors. Number of Board of. P'-ovisional. Qualifica- 
 
 tion of. Election of , . 
 
 2. Meetings. Notice of. Each share represented to carry a vote. 
 
 Election of directors at. Vacancies in board of directors. 
 Directors shall elect a president. Failure to elect direc- 
 tors, how remedied. Special. Shareholders in arrear 
 not to vote at. . . • • • • 
 
 3. Powers of directors. In general. May make by-laws regulat- 
 
 ing certain matters. May issue bonds, debentures or 
 other securities. May grant Mortgages . 
 
 4. By-Laws. ....••• 
 
 5. Books to be kept. Contents of. Inspection of. Effect of, 
 
 as evidence. Penalty for false entries in. Liability for 
 refusal to allow inspection of. . 
 
 6. Statement of affairs to be made. Annually. Contents of. 
 
 Mode of writing. Verification of. Posting of. To be 
 deposited with Provincial Secretary. Penalty for default. 
 Blank forms of, furnished to companies. 
 
 28 
 
 29 
 
 30 
 31 
 
 32 
 
 33 
 
:•',';■• V:jW^' 
 
 |e. 
 
 J2 
 
 TABLE OF CONTENTS. 
 
 CHAPTER III. 
 
 23 
 it 
 27 
 
 STOCKS, CALLS, ETC. 
 Shall be deemed personal estate. 
 
 Page. 
 Shall be 
 
 1. Nature of stock. 
 
 transferable. ...... 
 
 2. Allotment of stock. ...... 
 
 3. Creation of preference stock. Holders of, shall have right to 
 
 select proportion of board of directors. By-law creating 
 must be unanimously sanctioned. Holders of such stock 
 shall be shareholders. ..... 
 
 4. Sale and transfer of stock. Restrictions as to transfer. Re- 
 
 fusal to enter transfer if calls not paid. Transfer valid 
 
 only after entry. ...... 
 
 Liability of company in respect of trusts. 
 
 Liabilitv of shareholders on stock. For amount unpaid 
 
 thereon. Defence. Limited to amount of stock. 
 Liability of executors, etc. Trustees not personally liable . 
 Rights of executors. Trustees, etc., may vote. Mortgagor 
 
 of stock may vote. ..... 
 
 Calls. Directors may make. Interest on amount of unpaid. 
 
 Ten per cent, within the first year. 
 Action for calls. Company may enforce payment by action. 
 Forfeiture of shares. After demand. 
 12. Dividends. Shall not be declared when company is insolvent. 
 
 Liability of directors for declaring. How liability may 
 
 be avoided. ...... 
 
 5. 
 
 6. 
 
 7. 
 S. 
 
 9. 
 
 10. 
 11. 
 
 CHAPTER IV. 
 
 MISCELLANEOUS PROVISIONS. 
 
 1. Contracts, &c. , when binding on company. Seal not necessary. 
 
 Proviso as to notes etc. .... 
 
 2. Company not to buy stock in other corporations. 
 
 3. Loans to shareholders. Shall not be made. Except in certain 
 
 cases. ..... . . 
 
 4. Liabii.uy of directors for wages. Not exceeding for one year. 
 
 Must be sued for within one year. Only liable if an exe- 
 cution against company is unsatisfied. 
 
 3G 
 36 
 
 38 
 38 
 
 38 
 
 40 
 
 40 
 40 
 41 
 
 4L 
 
 42 
 43 
 
 43 
 
 43 
 
 ■ !r 
 
 II 
 ■II 
 
 1 •.!■!■; 
 
 ill 
 
 ■.«& 
 
 ■ fiil 
 
 if 
 
 i 
 
 n 
 
 I 
 
TABLK OF FORMS. 
 
 Paoe. 
 
 5. Services of process on company. By leaving copy of, at Chief 
 place of business Or by publication in newspaper. 
 
 0. Actions by and a<,'ainst company. Between company and 
 shareholder. Mode of incorporation, how set forth in 
 legal proceedings. ..... 
 
 7. Forfeiture of charter. By non-user. .... 
 
 8. Fees. Fixed by order in council. May vary in amount. Must 
 
 be paid in advance. Schedule of. 
 
 9. Provincial Secretary's Department charged with the issue of 
 
 Letters Patent, etc., etc. ..... 
 
 10. Subsisting companies may obtain charter with extended pow- 
 
 ers. . . . . . • . 
 
 11. Affidavits. ....... 
 
 12. ^Vinding up Acts to apply. ..... 
 
 44 
 
 44 
 
 44 
 
 45 
 
 4G 
 
 46 
 47 
 47 
 
 OEXERAL REMARKS. 
 
 4<) 
 
 TABLE OF FORMS. 
 
 1. Prospectus. .... 
 
 2. Notice of allotment of shares. . 
 
 3. Proxy. ..... 
 
 4. Certificate of shares. . . . 
 
 5. Notice of intention to apply for Letters Patent 
 0. Affidavit proving publication of notice. 
 
 7. Petition for Letters Patent. 
 
 8. Affidavit verifying slgnaturea to petition 
 
 9. Affidavit as to name of company. 
 
 10. Stock book. .... 
 
 11. Affidavit verifying stock book . 
 
 12. Affidavit verifying copy of stock book . 
 
 13. Letters Patent. 
 
 14. Notice of a special general meeting. 
 
 15. By-law changing chief place of business 
 IG. Affidavit verifying by-law for change of chief place of busine.ss 
 
 and proving publication of notice. 
 
 17. By-law increasing or decreasing number of directors 
 
 51 
 
 52 
 52 
 53 
 53 
 54 
 54 
 50 
 57 
 57 
 58 
 58 
 59 
 01 
 01 
 
 02 
 03 
 
TABLE OF STATUTES. 
 
 9 
 
 Pa^e. 
 
 18. By-law for iiicreabe of capital stock . . . . j3 
 
 19. Petition for Supplementary Letters P.atent increasing capital. 04 
 
 20. Affidavit in support of petition for Supplementary Letters 
 
 Patent. . . . . . . ,05 
 
 21. Notice of application for Supplementary Letters Patent . 00 
 
 22. Supplementary Letters Patent. . . . .00 
 
 23. Petition for Supplementary Letters Patent, under Cap. 150, 
 
 R. S. O., changing name. . . . .08 
 
 24. Notice of application for change of name under Cap. 172,R.S.O. 09 
 
 25. List of shareholders, rccpiired by Sec. 49, Cap. 150. . 70 
 20. Notice of granting Letters Patent — Schedule A to Act. . 47 
 
 27. Notice of granting Supplementary Letters Patent — Schedule 
 
 B to Act. . . .... 48 
 
 28. Affidavit verifying Summary and List Shareholders. . 70 
 
 TABLK OF STATUTES. 
 
 An Act respecting the Incorporation of Joint Stock Companies 
 
 by Letters Patent, Rev. Stat. Ont., Cap. 150. . . 13 
 
 An Act respecting the changing of the names of incorporated com- 
 panies, Hev. Stat. Ont., Cap. 172. . , .71 
 
 An Act to make certain amendments in the Revised Statutes, 41 
 
 Vic, cap. 8— Sec. 10 only. . , . .72 
 
 An Act to extend the powers of companies incorporated under the 
 Joint Stock Companies' Letters Patent Act, 44, Vic, Cap. 
 18. 72 
 
 An Act to confer additional powers upon Joint Stock Companies' 
 
 45 Vic. , Cap. 17, sec. 1-5 (both inclusive). . . 7i 
 
 An Act resxiecting companies for supplying electricity for the pur- 
 pose of light, heat and power. 45 Vic, Cap. 19. . 78 
 
 An Act respecting Co-operative Associations, Joint Stock Compan- 
 ies, Benevolent Societies, and other Corporations. 47 
 Vic. , Cap. 27, sees. 4-0 (both inclusive). . . 80 
 
 An Act to amend the Ontario Joint Stock Comijanies' Letters 
 
 Patent Act, 48 Vic, Cap. 32. . . . .81 
 
 An Act to amend +he Acts respecting Joint Stock Companies, 48 
 
 Vic, Cap. 33. . . . . . .82 
 
 9' 
 
 (.■Si 
 
 m 
 Hi 
 
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INTRODUCTORY. 
 
 The first step usually taken in the formation of a Com- 
 pany is the publication of a Prospectus.^ 
 
 This, though a comni i, is not an essential preliminary 
 to the promotion and formation of a company. The Pros- 
 pectus is intended to set forth to the public such details 
 of the proposed scheme as will enable them to judge of 
 the advisability, or otherwise, of taking part in it. It 
 should be short and pointed. As a heading it should have 
 the name and capital of the Company. Its advantages, 
 prospects and the plan on which it is proposed to be worked 
 should be stated. An Application for Shares is usually 
 appended. 
 
 The subsequent steps to Be taken in the formation of 
 the Company are set out under the various sections of 
 Tim Ontario Joint Stock Companies' Letters Patent Act 
 which, with the Amendments thereto, forms the basis of 
 the Statutory sy&tem that regulates the formation of Char- 
 tered Companies whose objects come within the legislative 
 authority of the Legislature of OntaHo, except those formed 
 for the construction and working of Railways and the busi- 
 ness of Insurance, unless in the case of Mutual Insurance 
 Companies becoming changed into Stock Companies, under 
 44 Vic. Cap. 20, Sec. 19. 
 
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CHAPTER I. 
 
 FORMATION AND INCOUPORATION OF COMPANIKS. 
 
 1. Citation. 
 
 2. Inteupkktation of Act. 
 
 3. How Incokpohatki) : — 
 
 By Lei-eiH Patent. 
 
 Applicants not necessarily reni- 
 
 (lontH of Ontario. 
 Number of Pei-Hons. 
 Purposes or OhjectH. 
 
 4. Nature of Appi-ic.vrioN :— 
 
 Notice of Application. 
 
 Notice dispensed with in certain 
 
 cases. 
 Objection, if any. 
 Name of Company. 
 Purposes or Objects. 
 Place of Operation. 
 Chief Place of Business. 
 Amount of Capital. 
 Division into Shares. 
 Preference and Ordinary Stock. 
 Names of Applicants. 
 Names of Directors. 
 5. Petition and Contents :— 
 
 Must reach Provincial Secretary 
 
 within a month. 
 The Petitioners. 
 
 Must recite the facts, the amount 
 of stock taken, and the pay- 
 ments thereon, if any. 
 Should be signed by Applicants. 
 Accompanied by Stock Book. 
 May ask Embodiment in Letters 
 Patent of certain provisions. 
 C. EvipENCE of Petition,Notice,&c. 
 Before the Letters Patent are 
 
 issued. 
 Power to take Affidavits. 
 
 Publication of Notice must be 
 proved. 
 
 Signatures must be verified. 
 
 Name not that of any other Com- 
 pany. 
 
 7. The Lktteus Patent. 
 
 Contents t)f. 
 
 Name in, may be different from 
 
 that ill the Notice. 
 Object in, may vary fro a those 
 
 stated in Notice. 
 
 8. Notice of Guanting Lktteus Pa- 
 
 tent. 
 
 Given without charge to Appli- 
 cants. 
 
 9. Liei'tenantGovebnormaychanoe 
 
 NAME. 
 
 Compelling,' Change of Name, 
 ('hange to affect youngest Com- 
 l)any. 
 
 10. Ceutain Informalities not to 
 
 Invalidate Letters Patent. 
 
 11. General Powers. 
 
 To Hold, Alienate and Convey 
 Real Estate. 
 
 12. Change of Name or Constitu- 
 
 tion. 
 Change of Name. 
 Change of Name under Cap. 172 
 
 11. S. O. 
 Sub-division of Shares. 
 Increase of Capital. 
 Reduction of CJapital. 
 Change of Number of Directors. 
 Change of Chief place of Busi - 
 
 ness. 
 
 13. Supplementary Letters Patent. 
 
 14. Powers to be Subject to Act. 
 
 An Act respecting the incorporation of eJoint Stock 
 Companies by Letters Patent. 
 
 (Cap. 150, Revised Statutes of Ontario.) 
 
 HER Majesty, by and with the advice and consent of 
 the Legislative Assembly of the Province of Ontario, 
 enacts as follows : — 
 
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14 
 
 JOINT STOCK companies' MANUAL. 
 1. — CITATION. 
 
 1. This ^ct may be cited a.s " The Ontario Joint Stock 
 Companies' Letters Patent Act" 
 
 2, — INTERPHETATION OF ACT. 
 
 ft. The following expressions in this Acb, and in all letters 
 patent and supplementary letters patent issued under the 
 same, shall have the meaning hereby assigned to them, un- 
 less there is something in the subject or context repugnant 
 to such construction, that is to say : 
 
 (1.) " The letters patent " shall mean the letters patent 
 incorporating a Company for any purpose contemplated by 
 this Act ; 
 
 (2.) " The supplementary letters patent " shall mean any 
 letters patent granted for the increasing or reducing of the 
 capital stock of such comi)any ; 
 
 (3.) " The Company " shall mean the Company so incor- 
 porated by letters patent ; 
 
 (4.) " The undertaking " shall mean the whole of the 
 works and business of every kind, which the Company is 
 authorized to carry on ; 
 
 (5.) " Real estate " or " land " shall include all immovable 
 real property of every kind ; 
 
 (6.) " Shareholder " shall mean every subscriber to, or 
 holder of stock in the Company ; and extend to, and in- 
 clude the personal representatives of the shareholder. 
 
 3. — HOW INCORPORATED. 
 
 3. The Lieutenant-Governor in Council may, by letters 
 patent under the Great Seal, grant a charter to any number 
 of persons, not less than five, who shall petition therefor, 
 conotituting such persons and others who may become share- 
 holders in the Company thereby created, a body corporate 
 and politic, for any purposes or objects to which the legisla- 
 tive authority of the Legislature of Ontario extends, except 
 
FORMATION AND CORPoHAI'ION OF i'OMPANIKS. 
 
 15 
 
 the construction and workini, of Railways, and the business 
 of Insurance. 
 
 No conditions as to any of the applicants being residents of the 
 Province of Ontario are imposed by this, or any other section of the 
 Act. 
 
 rt is undesirable that the number of applicants be large, as this 
 causes unnecessary expense in the publication of the notice. 
 
 The British North America Act provides that the Legislature of 
 iJntario may exchisively make laws in relation to matters coming witii. 
 in the following classes of subjects : — 
 
 Sub-sec. 10. Local works and undertakings other than such as are 
 of the following classes : — 
 
 (a) Lines of steam or other ships, Railways, Canals, Telegraphs ami 
 other works and undertakings connecting the Provinces or ex- 
 tending beyond the limits of the Province ; 
 
 (b) Lines of steam ships between the Province and any British or 
 Foreign country ; 
 
 (c) Such works as although wholly situate within the Province, are 
 before or after their execution declared by the Parliament of 
 
 Canada to be for the general advantage of Canada or for tlio 
 advantage of two or more of the Provinces. 
 Siib-sec. 11. The incorporation of Companies with provincial 
 objects. 
 
 Sub-sec. 16. Generally all matters of a merely local or private na- 
 ture in the Province. 
 
 4. — NATURE OF APPLICATION. 
 
 4. The applicants for such letters patent must give at 
 least one month's previous notice in the Ontario Gazette, of 
 their intention to apply for the same, stating therein : 
 
 (a) The proposed corporate name of the Company, which 
 shall not be that of any other known company, incorporated 
 or unincorporated, or any name liable to be unfairly con- 
 founded therewith or otherwise, on public grounds objec- 
 tionable ; 
 
 (6) The object for which its incorporation is sought; 
 
 (c) The place or places within the Province of Ontsirio, 
 where its operations are to be carried on with special men- 
 
 
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 10 
 
 JOINT STOCK COMPAN'IKS MANUAL. 
 
 r 
 
 t,ion if there be two or more such places, of some one of 
 them as its chief plaro of business ; 
 
 (d) The amount of its capital stock ; 
 
 (e) The number of shares and amount of each share ; 
 
 (/) The names in full and the address and eallin<f of each 
 of the applicants, with special mention of the names of not 
 less than three of their numi 'r. who are to be the first 
 Directors of the Company. 
 
 Notire. — The notice should be inserted in each nitmber of the On- 
 tario Gazette issued during the month. 
 
 Where the amount of the capital stock does not exceed $3,000, or un • 
 derthe circumstances set forth in Section t>,' the notice will, if desired, 
 be dispensed with.-' This rule does not apply to Slide, Dam and Boom 
 Companies. ■' 
 
 The object of the notice'' is to give opportunity for reasonable objec- 
 tion to the granting of the charter. A statement of such objection 
 should be forwarded to the Provincial Secretary at Toronto. 
 
 Name. — Every incorporated company or trading corporation must 
 have a name by which it may sue and be sued, enter into contracts, 
 make and receive grants and perform all legal acts. Such a name is 
 the " very being of its constitution, the knot of its combination." No 
 alteration can be made in its name by the corporate body itself ; if this is 
 desired application must be made to the Lieutenant-Governor in Coun- 
 cil. The name should be an short as possible consistent with express- 
 ing generally the nature of the company, and should, except in cases 
 where the Lieutenant-Governor in Council otherwise directs, contain 
 the name of the Province of Ontario, or some locality therein, as part 
 thereof," as for instance: — "The Ontario Car Company," "The 
 Steel Association of Ontario," " The Hamilton Canning Company," 
 " The E, Harris Company of Toronto (Limited)," " The Victoria Skat- 
 ing Rink Company of Brantford," " The Brighton Dairy Company," 
 " The McCormick Manufacturing Company of London (Limited)," etc. 
 The word "Limited " is, by the practice of the Department, required 
 to be added to any corporate name wherein the name of aperson or per- 
 sons is used— as given here. The use of the word " Canada," " Can- 
 adian " and " Dominion " is not allowed for provincial companies. 
 For the use of " Royal," ae consent of the Queen is required. 
 
 1 Post. 
 
 2 Vide section 7. post. 
 
 3 Vide sec. 8, cap 19 : 44 Vic. 
 < Form No. 5, post. 
 
 5 Vide 44 Vic, c. 18, s. 2, and 48 Vic, cap 32, s. 1 4 2, post. 
 
 ■^ liiU 
 
FOriMATION AND INCOKPOUATION OF COMI'ANIKS. 17 
 
 Ohjert. — This may be any object (or objects) within the legislative 
 authority of the Lo^islatnrt) of Ontario except the conntruction and 
 working of railways and the business of insurance. Hy 44 Vic. cap. 
 120, sec. 10, however, provision is made for changing Mutual Insurance 
 Companies into Joint Stock Companies under R.S.O., cap. 150. The 
 dotinitioii of the objects ro(iuires particular attention. Tlie languai,'e 
 used should be sufficiently large to include every busineBd to which ihe 
 company is likely to apply its resouices. 
 
 OpptdtionH of the Compniiif. — These may bo carried on at any place, 
 or places, within the Province. 
 
 Chief Place of Busi-iiesn. — This may, or may not, be at the same place 
 as that at which the operations of the company are to be carried on, 
 thus, a company carrying on its operations in the District of Algoma 
 may hUve its chief place of business in the City of Toronto. 
 
 Aniotmt of Capitnf. — The amount of the capital should be suthcient 
 to carry on the business proposed, thus, in the interests of the com- 
 pany, avoiding an application for Supplementary Letters Patent. 
 
 Amount of the Shuren. — The amount of the Shares will differ accord- 
 ing to the nature of the company. If the objects be popular it may 
 be advisable to make the shares of small amount, with the view of 
 attracting numerous applicants. Shares of large amount cannot be so 
 easily negotiated. The number and value of the shares may be fixed 
 at the company's option. No limit is, by law, placed as to the amount 
 of each share. Cap 8, 41 Vic. , ' provides for the creating and issuing 
 of preference stock which shall have preference and priority, as respects 
 dividends and otherwise, over ordinary stock. No person can be a 
 holder of a less amount of stock in a company than one share. Two 
 or more persons may, however, own one share jointly. 
 
 Care should be taken to give the Christian names of the applicants, 
 in full, with their re.sidences, legal additions or occupations. 
 
 Directors. — These must be applicants and shareholders, owning stock 
 absolutely in their own right, and not in arrear in respect of any call 
 thereon. 
 
 5. — PETITION AND CONTENTS. 
 
 ■. / 
 
 S. At any time, not more than one month after the last 
 publication of such notice, the applicants may petition the 
 Lieutenant-Governor, through the Provincial Secretary, for 
 the issue of such letters patent : 
 
 2. Such petition must state the facts required to be set 
 forth in the notice, and must further state the amount of 
 
 1 Post. 
 
 
 
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 18 
 
 JOINT STOCK COMPANIES MANUAL, 
 
 stock taken by each api)licant, and also the amount, if any, 
 paid in upon tlie stock of each applicant; 
 
 3. The petition must also state whether sucli amount is 
 paid in cash or by transfer of property, or how other- 
 wise ; 
 
 4. In case the petition is not signed by all the sharehold- 
 ers whose names are proposed to be inserted in the letters 
 patent, it shall be accompanied by a memorandum of associa- 
 tion, signed by all the persons whose names are to be so in- 
 serted, or by their attorneys, lawfully authorized in writing, 
 and such memorandum shall contain the particulars required 
 by the next preceding section ; 
 
 ;■). The petition may ask for the embodying in the letters 
 patent of any provision which otherwise under this Act 
 might be embodied in an}^ by-law of th'e company when 
 incorpoi'ated. 
 
 The petition must reach the Provincial Secretary not later than one 
 month after the last publication of the notice. If, through the absence 
 of one of the petitioners or from some other unavoidable cause, the 
 whole of the papers cannot be completed within the month, the petition 
 should be forwarded and the balance of the papers transmitted imme- 
 diately upon completion. Where delay does occur, it is usual to require 
 an explanation thereof, and in case more than a luonfh elapses before 
 the petition is presented, an additional insertion of the notice in the 
 G-azctte is ordinarily accepted, but for special and sufficient reasons the 
 head of the department may dispense with this. No person can lie a 
 petitioner unless his name appeared in the notice, and every petitioner 
 must be a shareholder in the proposed company. At least five share- 
 holders must join in the petition. 
 
 The petition^ should in every respect correspond with the notice in 
 the Gazette. It should be legiblj' written, and should state (a) the names 
 in full of the petitioners,, with their residences, legal additions or occu- 
 pations ; (h) the proposed name of the Company to be incorporated ; 
 (c) its objects ; (d) the place or places in Ontario where its operatitms 
 are to be carried on ; (e) its chief place of business ; (/) the amount 
 of its capital stock ; (g) the number and amount of its shares ; (h) the 
 names of at least three directors who must all be shareholders ; (i) the 
 
 iForm No. 7, post. 
 
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 FORMATION AND INCORPORATION OF COMPANIES. 19 
 
 amount of stock taken by the petitioners, the amounts, if any, paid 
 thereon, and whether they were paid in cash, by the transfer of pro- 
 perty, or how otherwise. The petition should be signed by each of the 
 applicants personally, or if, in any case, by attorney, the letter of 
 attorney, duly authenticated, should accompany it. Blank Forms of 
 Petition may be obtained on application to the Secretary's department. 
 
 The subscription of stock must be proved by production at the Sec- 
 retary's Department of the stock book^ with the .signatures of the 
 subscribers duly verified,- and a verified copy of such stock book must 
 be transmitted therewith, to remain on file in the Department. The 
 original is returned to the applicants. 
 
 The stock book may, according to the nature of the company, be of 
 any size, from a large volume, to a simple memorandum book. The 
 copy may be made on foolscap paper. 
 
 The object of embodying in the letters patent any provision which 
 otherwise might be embodied in any by-law of the company when in- 
 corporated is, " to give greater stability to these matters which it may 
 be deemed desirable so to embody and which, as by by-law, would be 
 always 8\ibject to change according to the whim or caprice of a 
 majority of the directors."'^ 
 
 6. 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 ob- 
 jects for which incorporation is autliorized by this Act, and 
 a Bill has been introduced into the said Assembly in accord- 
 dance with such notice, and is subsequently thrown out or 
 withdrawn, then in case a petition to the Lieutenant-Gov- 
 ernor for the incorporation under this Act of such Company 
 is filed with the Provincial Secretary within one month from 
 the day of the termination of the Session of the Assembly 
 for which the said notice was given, such notice may be ac- 
 cepted in lieu of the notice required by the fourth section. 
 
 7. The Lieutenant-Governor may dispense with the pub- 
 lication of the notice mentioned in section four in any case 
 in which the capital of the proposed Company is three thou- 
 
 1 Form No. 10, post. 
 ■^ Form Mo. 11, post. 
 3 Stephens' "Joint Stock Companies," p. 120. 
 
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 20 
 
 JOINT STOCK companies' MANUAL. 
 
 sand dollars or under, and in such case the petition to the 
 Lieutenant-Governor shall state the particulars mentioned 
 in section four, in addition to the particulais mentioned iu 
 section five. 
 
 This is intended to facilitate the formation of companies requirm- 
 only a small capital, such as cheese, butter and dairy companies. 
 
 6. — EVIDENCE OF PETITION, NOTICE, ETC. 
 
 8. Before the letters patent are issued, the applicants 
 must establish to the satisfaction of the Provincial Secre- 
 tary, or of such other officer as may be charged by order of 
 the Lieutenant-Governor in Council to report thereon, the 
 sufficiency of their notice and petition, and that the pro- 
 posed name is not the name of any other known incorpo- 
 rated or unincorporated company. 
 
 2. The Provincial Secretary or such other officer, may 
 for the purpose aforesaid take and keep of record any re- 
 quisite evidence in writing under oath or affirmation ; and 
 he, or any Justice of the Peace, or Commissioner for taking 
 affidavits in any of the Superior Courts, may administer 
 every requisite oath or affirmation. 
 
 Proof as to the notice required having been given must be furnished 
 by affidavit! getting forth dates of insertion of such notice, with copy 
 thereof cut from the Gazette attached. The signatures to the petition 
 must be verified by affidavit- made by a witness. The proof that 
 the corporate name is not that of any other known company ought to 
 be made by the affidavit of one of the applicants, a resident of tliis 
 Province, or by a resident attorney or agent.'' From the nature of the 
 subject such affidavit cannot be positive and should be expressed to be 
 made to the best of the knowledge and belief of the declarant. 
 
 7. — THE LETTERS PATENT. 
 
 9. The Letters Patent shall recite such of the mat^'ial 
 averments of the notice and petition so established as the 
 Lieutenant-Governor may find convenient to insert therein ; 
 
 1 Form 6, post. 
 
 2 Forrii 8, post. 
 
 3 Form 9, post. 
 
 J 
 
FORMATION AND INCORPORATION OF COMPANIES. 21 
 
 and the Lieutenant-Governor, may, if he thinks fit, give to 
 the Company, a cor{)orate name different from the name 
 proposed by the applicants in the published notice ; and the 
 objects of the Company as stated in the Letters Patent may 
 vary from the objects stated in the said notice, provided the 
 objects of the Company as stated in the Lettti-s Patent, are 
 of a similar character to those' contained in the notice pub- 
 lished as aforesaid. 
 
 In case a company has given notice under a name to which reason- 
 able objection has been, or may be, taken, this clause provides for avoid- 
 ing the delay that would be caused by giving a new notice. 
 
 A copy of the form of Let+ers Patent is given hereafter. > 
 
 8_ — NOTICE OF GRANTING LETTERS PATENT. 
 
 10. Notice of the granting of the Letters Patent shall be 
 forthwith given by the Provincial Secretary, in the Ontario 
 Gazette, in the form of the schedule A appended to this Act ; 
 and 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. 
 
 This notice is inserted in the Gazette without charge to the applicants. 
 9, — LIEUTENANT-GOVERNOR MAY CHANGE NAME. 
 
 11, In case it is made to appear that any Company is in- 
 corporated under a name, the same Jis or similar to, that of 
 an existing company, it shall be lawful for the Lieutenant- 
 Governor in Council to direct the issue of Supplementary 
 Letters Patent reciting the former letters, and changing the 
 name of the company to some other name to be set forth in 
 the Supplementary Letters Patent ; and no such alteration 
 of name shall affect the rights or obligations of the company ; 
 and all proceedings may be continued and commenced by or 
 aiiainst the company by its new name, that might have been 
 continued or commenced by or against the company by its 
 former name. 
 
 •Form 13, post. 
 
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 22 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 2. The Court of Chancery may compel an application 
 under this section whenever a company improperly assumes 
 the name of, or a name similar to, that of an existing com- 
 pany. 
 
 The company whose name is thus changed is that last incorporated, 
 the earlier company having a right to retain its name, while no com- 
 pany subsequently incorporated has aright to assume a name so similar 
 to that of an existing company as to endanger one being mistaken for 
 the other. 
 
 Thus in Holmes v. Holmes Manufacturing Company, in the United 
 States, it was decided, that where the name of a manufacturing cor- 
 poration had been used to designate the origin and ownership of the 
 goods manufactured by it, such use of its name would be protected to 
 the same extent, and upon the sarne principle that individuals are 
 protected in the use of trade marks. ' 
 
 10. — CEllTAIX INFORMALITIES NOT TO INVALIDATE 
 LETTERS PATENT. 
 
 13. The provisions of this Act relating to matter prelimi- 
 nary to the issue of the letters patent shall be deemed 
 directory onl}' ; and no letters patent issued under this Act 
 shall be held void or voidable, on account of any irregularity 
 in any notice prescribed by this Act, or on account of the in- 
 sufficiency or absence of any such notice, or on account of 
 any irregularity in respect of any other matter preliminary 
 to the issue of such letters patent. 
 
 11. — GENERAL POWERS. 
 
 14. — Every company so incorporated may acquire, hold, 
 alienate and convey real estate subject to any restrictions 
 or conditions in the letters patent set forth, and shall forth- 
 with become and be invested with all rights, real and per- 
 sonal, heretofore held by or for the company under a trust 
 created with a view to its incorporation, and with all the 
 powers, privileges and immunities I'equisite to the carrying 
 on of its undertaking, as though the company had been in- 
 
 1 Stephens, p. 147. 
 
FORMATION^ AND INX'ORPOIIATION OF COMPANIES. 23 
 
 corporated by a Special Act of the Legislature making the 
 company a body politic and corporate, and embodying all 
 the provisions of this Act, and of the letters patent. 
 
 J 2. CHANGE OF NAME OR CONSTITUTION. 
 
 12. Where a Company heretofore incorporated under The 
 Ontario Joint Stock Oomprmies Letters Patent Act, 1874, 
 or incorporated under this Act is desirous of adopting 
 another name, the Lieutenant-Governor in Council, upon 
 being satisfied that the change desired is not for any im- 
 proper purpose, may direct the issue of supplenientaiy let- 
 ters patent, reciting the former letters patent, and changing 
 the name of the company to some other name set forth in 
 the supplementary letters patent. 
 
 For this purpose the company must petition the Lieutenant-Gover- 
 nor in Council, setting forth the facts and stating : 
 
 1. That the Company is desirous of changing its name from . . . 
 
 to . . . 
 
 2. That the change desired is not for any improper purpose. 
 
 3. That the proposed name is not the name of any other known 
 incorporated -r unincorporated company. 
 
 4. That notice of the intention of the Company to apply for supple- 
 mentary letters patent changing the name of the company has been 
 inserted for four weeks in the Ontario Gazetted 
 
 A subseciuent Act- provides that this notic3 shall only be required 
 where the applicants are a trading corporation or company carrying on 
 a business for profit. 
 
 Proof as to these matters should be furnished by affidavit. 
 
 By 47 Vict, cap 27 sec. 4, the Revised Statute of Ontario, Cap. 172, 
 entitled an " Act respecting the Changing of Names of Incorporated 
 Companies " is declared to apply to any company incorporated unde.- 
 the Joint Stock Act, if such company has made or makes an applica- 
 tion thereunder. In such case the following steps are necessary : 
 
 The Company should petition the Lieutenant-Governor in Council,, 
 setting forth the facts and stating : 
 
 1. That the company ia desirous of changing its name from .... 
 to ... . 
 
 1 R. S. O. cap. 172, nee. 2, post. 
 
 2 47 yict. c.ap. 27, s. 4, s-s 2, post. 
 
 :i1 
 
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 24 
 
 JOINT STOCK companies' MANUAL. 
 
 2. That the proposed name is not the name of any other known 
 incorporated or unincorporated company. 
 
 3. That the company is in a solvent condition. 
 
 4. That the change desired is not for any improper purpose. 
 
 5. If the applicants are a trading corporation or company carrying 
 
 on a business for profit. That notice! of the intention of the 
 company to apply for a change of name has been inserted for 
 four weeks in the Ontario Gazette, and in a newspaper published 
 in the locality in which the operations of the company are car- 
 ried on. 
 These facts should be verified by affidavit. The petition should be 
 signed by the president and secretary, and sealed with the company^ 
 seal. Evidence of the solvency of the Company should be furnished 
 by a balance-sheet or other statement of the aftairs thereof. 
 
 Cap. 32, 48 Vic- provides for the amendment of the name of a 
 company when the name of a locality in Ontario does not form an 
 essential part of the same. 
 
 15. The direi^tors of the company, if they see fit at any 
 time, may make a by-law sub-dividing the existing shares 
 into shares of smaller amount. 
 
 (1.) Subject to the provisions of the seventeenth, eigh- 
 teenth and nineteenth sections of " The Ontario Joint Stock 
 Companies' Letters Patent Act," the directors of any com- 
 I)any incorporated under the said Act, at any time after 
 nine-tenths of the capital stock of the company has been 
 taken ui>, and ten per centum thereon p-ud in, but not sooner, 
 may if they see fit, make a By-law for increasing the cap- 
 ital stock of the comj)any to any amount which they con- 
 sider requisite for the due carrying out of the objects of the 
 company ; 
 
 (2.) Such By-law3 gj^all declare the number and value of 
 tbe shares of the new stock, and may prescribe the manner 
 in which the same are to be allotted, and in default of its 
 so doing, the control of such allotm^mt shall be held to rest 
 absolutely in the directors. 
 
 The above sub-sections are enacted by 44 Vic, cap. 18, which re- 
 pealed sec. 16 of cap. 150, R. S. (). The repealed section required all 
 the capital stock to be taken up and fifty per centum to be paid thereon 
 before the capital stock could bo increased. 
 
 1 Form No. 24, post. 
 
 ••2 Post. 
 
 •■' Form, 18 post. 
 
 . -.-?!«« u^---n^j#: 
 
FORMATION AND INCORPORATION OF COMPANTKS. 
 
 25 
 
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 in 
 
 17. The directors of the company, if they see lit at any 
 time, may make a By-law for decreasing tlie capital stock of 
 the company to any amount which they may consider suffi- 
 cient for the due carrying out of the undertaking of the 
 company, and advisable ; 
 
 2. Such By-law shall declare the number and value of 
 the shares of the stock as so decreased ; and the allotment 
 thereof, or the rule or rules by which the same is to 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 as though the capital had not been 
 decreased ; 
 
 4. But no By-law for increasing or decreasing the capital 
 stock of the company, or sub-dividing the shares, shall have 
 any force or effect whatever, until after it has been sanction- 
 ed bv a vote of not less than two-thirds in value of the 
 shareholders at a general meeting of the company duly called 
 for considering the same, and afterwards confirmed by sup- 
 plementary letters patent. 
 
 18. At any time not more than six months after such 
 sanction of such By-law, the directors may petition^ the 
 Lieutenant -Gover-nor, through the Provincial Secretary, for 
 the issue of supplementary letters patent to confirm the 
 
 same: 
 
 2. With such petition they shall produce such By-law, 
 and establish to the satisfaction of the Provincial Secretary, 
 or of such other officer as may be charged by order of the 
 Lieutenant-Governor in Council, to report thereon, the due 
 passage and sanction of such By-law, and if the petition is 
 in respect of increase or decrease of capital, the bona fide 
 character of the increase or decrease of capital thei-eby pro- 
 vided for, and that notice of the application for supplemen- 
 
 N^ 
 
 1 Form No. 19, yost. 
 
I 
 
 i r^Tuy.M.^.^-j i' 
 
 ii! 
 
 26 
 
 JOINT STOOK companies' MANUAL. 
 
 Hi 
 
 tary letters patent has been inserted for one month in the 
 Ontario Gazette ; 
 
 3. The Provincial Secretary, or such other officer, may for 
 the purj)o.se aforesaid take and keep of record an}"^ requisite 
 <'vidence in writing under oath or affirmation : and he, or 
 any Justice of the Peace, or Commissioner for taking affi- 
 davits in the Superior Courts, may administer every requi- 
 site oath or affirmation. 
 
 Proof of the By-law having been sanctioned by a vote of two-thirds 
 in value of the shareholders together with the dates of the making and 
 sanction thereof, and of the meeting having been duly called must be 
 furnished by affidavit.^ When the capital is increased, the new shares 
 must be of the same amount as the old. A copy of the notice calling 
 the meeting, duly verified, should be furnished. 
 
 in case of the increase or decrease of capital, the bona fide character 
 of the same should also be proved by affidavit. Proof of the notice 
 having been given in five issues of the Ontario Gazette must be fur- 
 nished by affidavit setting forth the dates of such notice with a copy 
 thereof, cut from the Gazette attached.- 
 
 The notice may be dispensed with in the case of a company whose 
 capital, or such capital as increased, does not exceed $3,000. ^ 
 
 27. A company incorporated under this Act may by 
 By-law inci-ease or decrease the number of its directors, or 
 may change the company's chief place of business in On- 
 tario. 
 
 2. No By-law for either of the said purposes shall be 
 valid or acted upon unless it is sanctioned by a vote of not 
 less than two-tliirds in value of the shareholders present, in 
 person or by proxy, at a general meeting duly called for con- 
 sidering the By-law, nor until a copy of such By-law has 
 been certified under the seal of the company to the Provin- 
 cial Secretary, and also has been published in the Ontario 
 Oazotte. 
 
 1 Form No. 20, post. 
 
 2 Form No. 21, post. 
 
 ^ Vide 45 Vic. cap. 17, sec, 5, s. s. 2, post. 
 
 'i£niJAkBKdKU»a.>AN)'«"4H«-«» 
 
FORMATION AND INCORPORATION OF COMPANIES. 
 
 27 
 
 Proof that the by-law was properly Hanctioned and that the meeting 
 was duly called must be given by affidavit. A copy of the By-law' 
 under the company's seal and duly verified must also be furnished. 
 Proof that the By-law was published once in the Ontario Gif^iite must 
 be furnished by affidavit'^ with a copy of the notice, cut from the 
 Gazette, attached thereto. 
 
 13. — SUPPLEMENTARY LETTERS PATENT. 
 
 ii:rf 
 
 11>. Upon due ])roof so made the Lieutenant-Govcrnov 
 in Council may grant such supplementary letters patent" 
 under the Great Seal; and notice thereof shall he fortliwith 
 given hy the Provincial Secretary in the Oiitariu Gazette, 
 in the form of the; schedule B appended to this Act ; and 
 thereupon, from the date of the supplementary letters patent, 
 the shares shall be subdivided, or the capital stock of the 
 company shall be and remain increased, or decreased, 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 decreased, shall become su])ject 
 to the provisions of this Act, in like manner (so far as may 
 be) as though every part thereof had formed part of the stock 
 of the company originally subscribed. 
 
 Ill' 
 
 14. — POWERS TO BE SUBJECT TO ACT. 
 
 20. All powers given to the company by the letters 
 patent and supplementary letters patent granted in its be- 
 half, shall bo exercised subject to the provisions and restric- 
 tions contained in this Act. 
 
 * Forms 15 and 17 post. 
 
 '^ Form IG post. 
 
 •' Form No 22, post. 
 
y 
 
 CHAPTER 11. 
 
 ORGANIZATION AND MANAGEMENT. 
 
 1. DlRECTORH. 
 
 Number of Board of. 
 Provisional. 
 Qualification of. 
 Election of. 
 
 2. Meetinos. 
 
 Notice of. 
 
 Each Share represented to carry 
 
 a Vote. 
 Election of Directors at. 
 Vacancies in Board of Directors. 
 Directors shall Elect a President. 
 Failure to Elect Directors, how 
 
 Remedied. 
 Special. 
 Shareholders in arrear not to 
 
 Vote at. 
 3. PowEKs OF Directors. 
 In general. 
 May make By-law;; regulating 
 
 certain matters. 
 
 May ir-sue Bonds, Debentures o.- 
 other Securities. 
 j May grant Mortgages. 
 
 i 4. By-law.s. 
 5. Books to he Kept. 
 Contents of. 
 ' Inspection of. 
 
 Effect of as Evidence. 
 Penalty for False Enteries in. 
 Liability for Refusal to allow Im- 
 spection of. 
 St.\tement oe Aefairs to be mape. 
 Annually. 
 Contents of. 
 Mode of Writing. 
 Verifi'^ation of. 
 Posting of. 
 To be deposited with Provinciivl 
 
 Secretary. 
 Penalty for Default. 
 Blank forms of, furnished to 
 Companies. 
 
 1. — DIRECTORS. 
 
 31. The affairs of every such company shall be managed 
 by a Board, of not less than three directors. 
 
 22. The persons named as such, in the letters patent, 
 shall be the directors of the company, until replaced by 
 others duly appointed in their stead. 
 
 23. No person shall be elected or appointed as a director 
 thereafter, unless he is a shareholder, owning stock absolute- 
 ly in his own right, and not in arrear in respect of any call 
 thereon. 
 
 24. The after directors of the company shall be elected 
 by the shareholders in general meeting of the company as- 
 sembled at some place within this Province, at such times, in 
 
ORGANIZATION AND MANAGEMENT. 
 
 29 
 
 such wise, and for such term, not exceeding two years, as 
 the letters patent, or (in default thereof) the By-laws of the 
 company may prescribe. 
 
 2. — MEETINGS. 
 
 !85. In default only of other express provisions in such 
 behalf, by the letters patent or By-laws of the company : 
 
 1. Such elections sliall take place yearly, all tlie members 
 of the board retiring, and (if otherwise qualified) being 
 eligible for re-election ; 
 
 2. Notice of the time and place for holding general meet- 
 ings of the company shall be given at least ten days previ- 
 ously thereto, in some newspaper published at or as near as 
 may be to the office or chief place of business of the com- 
 pany, and also either by publishing the same in the Ontario 
 Gazette, or by mailing the same as a registered letter, duly 
 addressed to each shareholder, at least ten days previous to 
 such meeting ; 
 
 Cap. 32, 48 Vict. ^ provides that the publishing of the notice of meet- 
 ing in the Gazette, or the mailing the same as a registered letter, shall 
 not apply to companies having a capital not exceeding three thousand 
 dollars. 
 
 3. At all general meetings of the company, every share- 
 holder shall be entitled to as many votes as he owns shares 
 in the company, and may vote by proxy ; 
 
 4. Elections of directors shall be by ballot ; 
 
 5. Vacancies occurring in the board of directors may, un- 
 less the by-laws otherwise direct, be filled for the unexpired 
 remainder of the term, by the board, from among the quali- 
 fied shareholders of the company ; 
 
 6. The directors shall, from time to time, elect from 
 among themselves, a president of the company; and shall 
 also name, and may remove at pleasure, all other officers 
 thereof. 
 
 26. If at any time an election of directors is not made, 
 or does not take effect at the proper time, the Company shall 
 
 '"4 
 

 I'- 
 
 l; III J' 
 
 'llljl; 
 
 SO 
 
 JOINT STOCK companies' MANUAL. 
 
 not be held to be thereby disHolved; but such election may 
 take phice at any general meeting of the company duly 
 called for that purpose ; and the retiring directors shall 
 continue in office until tlieir successors are elected. 
 
 31. One fourth part in value of the shareholders of the 
 company shall at all times have the right to call a special 
 meeting thereof, for the transaction of any business specified 
 in such written recpiisition and notice as they may issue to 
 that effect. 
 
 41. No shareholder being in arrear in respect of any call 
 shall be entitled to vote at any meeting of the company. 
 
 3. — POWERS OF DIRECTORS. 
 
 28. The directors of the company shall have full power 
 in all things to administer the affairs of the company ; and 
 may make, or cause to be made, for the company, any de- 
 scription of contract which the company may by law enter 
 into. 
 
 29. The directors may, from time to time, make by-law.-* 
 not contrary to law, or to the letters patent of the com- 
 pany, or to this Act ; to regulate (a) the allotment of stock ; 
 the making of calls thereon; the payments thereof; the 
 issue and i-egistration of certificates of stock ; the forfei- 
 ture of stock for non payment ; the disposal of forfeited 
 stock and of the proceeds thereof; the transfer of stock; 
 (6) the declaration and payment of dividends ; (c) the 
 number of the directors, their term of service, the amount 
 of their stock qualification ; (d) the appointment, functions, 
 duties and removal of all agents, officers and servants of the 
 company; the security to be given by them to the com- 
 pany ; and their remuneration ; (e) the time at which, and 
 place where the annual meetings of the company shall be 
 held ; the calling of meetings, regular and special, of the 
 board of directors, and of the company ; the quorum ; the 
 
 •.^4^\txjKSit imMmii t*Px*»»' 
 
ORGANIZATION AND MANAQFIMENT. 
 
 31 
 
 requirements us to proxies ; and th(> procedure in all things 
 at such nieotings ; (/) the imposition and recovery of all 
 penalties and forfeitures admitting of regulation by hy-law ; 
 and (fir) the conduct in all other particulars of the affairs of 
 the company ; and 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 tlie 
 meantime contiimed at a general meeting of the company 
 duly called for that ])urpose, sliall only have force until the 
 next annual meeting of the company ; and in default of 
 contirmation thereat, shall, at and from that time only, c^ase 
 to have force, and in that case no new by-law to the same 
 or like etteet, shall have any force, until confirmed at a gen- 
 eral meeting of the company. 
 
 ■ !I0. In case a By-law, authorizing the same, is sanctioned 
 by a vote of not less than two-thirds in value, of the said 
 shareholders, then present in person or by proxy, at a gen- 
 eral meeting duly called for considering the By-law, the 
 directors may borrow money upon the credit of the com- 
 pany, and issue the bonds, debentures, or other securities of 
 the company, and may sell tlie said bonds, del)entures or 
 other securities at such prices as may bo deemed expedient 
 or be necessp'-y ; but no such debenture shall be for a less 
 sum than one hundred dollars ; 
 
 2. The directors may, under the like sanction, hypothe- 
 cate, mortgage, or pledge the real or personal property of 
 the company, to secure any sum or sums borrowed for the 
 purposes thereof. 
 
 4. — BY-LAWS. 
 
 33. A copy of any By-law of the company, under its 
 seal, and purporting to be signed by any officer of the com- 
 ])any, shall be received as prlmd facie evidence of such By- 
 law in all Courts of Law oi- Equity in Ontario. 
 
 See also page 30. 
 
32 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 -BOOKS TO BE KEPT. 
 
 
 42. The compaDy shall cause a book or books to be kept 
 by the secretary, or by some other officer especially charged 
 with that duty, wherein shall be kept recorded : 
 
 (a) A copy of the letters patent incorporating the com- 
 pany, and of any supplementary letters patent for increasing 
 or decreasing the capital stock thereof, and of all by-laws 
 thereof ; 
 
 (6) The names, alphabetically arranged, of all persons 
 who are, or have been shareholders ; 
 
 (c) The address and calling of every such person while 
 such shareholder ; 
 
 (d) The number of shares of stock held by each share- 
 holder ; 
 
 (e) The amounts paid in, and remaining unpaid, respec- 
 tively on the stock of each shareholder ; 
 
 (j) All transfers of stock, in their order as presented to 
 the company for entry, with the date and other particulars 
 of each transfer, and the c^ate of the entry thereof ; and — 
 
 (g) The names, addresses and calling of all persons who 
 are or have been directors of the company ; with the several 
 dates at which each person became or ceased to be such 
 director. 
 
 45. Such books shall, during reasonable business hours 
 of every day, except Sundays and holidays, be kept open 
 for the inspection of shareholders and creditors of the com- 
 pany, and their personal representatives, at the office or chief 
 place of business of the company ; and every such share- 
 holder, creditor, or representative, may make extracts there- 
 from. 
 
 46. Such books shall be prima facie evidence of all facts 
 purporting to be thereby stated, in any suit or proceeding 
 against the company or against any shareholder. 
 
ORGANIZATION AND MANAGEMENT. 
 
 33 
 
 47. No director, officer or servant of the company, shall 
 knowingly make or assist to make any untrue entry in any 
 such book, or shall refuse or neglect to make any proper 
 entry therein ; and any person violating the provisions of 
 this section shall, besides any criminal liability which he 
 may thereby incur, be liable in damages for all loss or injury 
 which any person interested may have sustained thereby. 
 
 48. Any director or officer who refuses to permit any per- 
 son entitled thereto to inspect 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. 
 
 G. — STATEMENT OF AFFAIRS TO BE MADE, 
 
 49. Every company incorporated under this Act shall, on 
 or before the first day of February, in every year, make 
 a list in triplicate (verified as is hereinafter required) 
 of all persons who on the thirty-first day of December pre- 
 viously, were shareholders of the company ; and such list shall 
 state the names alphabetically arranged, and the addresses 
 and callings of all such persons, the amount of stock held by 
 them, and the amount unpaid thereon ; and shall also make 
 out a summary, verified as hereinafter required, of the state 
 of the aftairs of the company, on the thirty-first day of 
 December preceding. 2. Such summary shall contain the 
 following particulars : 
 
 Firstly, The names and residences and post office ad- 
 dresses of the directors, secretary, and treasurer of the com- 
 pany ; 
 
 Secondly,- The amount of the capital of the company and 
 the number of shares into which it is divided ; 
 
 - V. 
 
34 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 Ikirdly, The number of shares taken from the commence- 
 ment of the company up to the thirty-first day of December 
 preceding tlie 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, The 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 or taken up ; 
 
 Eleventhly, The total amount for which shareholders of 
 the company are liable in respect of unpaid stock held by 
 them; 
 
 Twelfthly, The said summary may also, after giving- the 
 information hereinbefore required, give in a concise form, 
 such further information respecting the affairs of the com- 
 pany, as the directors may consider expedient ; 
 
 3. The said list and summary, and every duplicate thereof 
 required by this Act, shall be written or printed on only 
 one side of the sheet or sheets of paper containing the same ; 
 
 4. The said list and sunmiary shall be verified by the affi- 
 davit of the president and secretary, and if there are no such 
 officers, or they, or either of them are or is at the proper 
 time, out of this Province, or otherwise unable to make the 
 same, by the affidavit of the president or secretary and one 
 of the directors, or two of the directors, as the case ma}' 
 require ; and if the president or secretary does not make or 
 join in the affidavit, the reason thereof .shall be stated in the 
 substituted affidavit; 
 
 5. One of the duplic;ite lists and summaries, with the affi- 
 davit of verification, shall be posted in the head office of the 
 company in Ontario, on or before the second day of February ; 
 and the company shall keep the same so posted, until an- 
 other list and summary are posted under the provisions of 
 
11 
 
 ORGANIZATION AND MANAGEMENT. 
 
 35 
 
 this Act ; and the other two triplicate lists and summaries of 
 verification shall be deposited with the Provincial Secretary, 
 on or before the eighth day of P^ebruary next, after the time 
 hereinbefore fixed for making the summary. 
 
 6. If any company makes default in complying witli the 
 provisions of this section, such company shall incur a penalty 
 of twenty dollars for every day during which such default 
 continues, and every director, manager or secretary of the 
 company, who knowingly and wilfully authorizes or per- 
 mits such default, shall incur the like penalty. 
 
 This list and summary are now only required in duplicate — one copy 
 to be posted in the office of the company, as required above, the other 
 to be deposited with the Provincial Secretary. ^ Blank forms of sum- 
 maries, lists and affidavits are forwarded annually to companies by the 
 Secretary's Department in ample time for making the return. The 
 sheets should be fastened with a clip, or pin, not gummed together, 
 
 1 Vide 45 Vic, cap. 17, sec. 4, s. ?. 3. 
 
 
^: I 
 
 
 
 CHAPTEE III. 
 
 'STOCK, CALLS, ETC. 
 
 1. Nature of Stock. j 
 
 Shall be deemed Personal Estate. ! 
 Shall be Transferable. j 7. 
 
 2. All(jt.v.ent of Stock. i 
 
 3. Creation of Preference Stock. 8. 
 
 Holders of, shall have right to 
 select proportion of Board of 
 Directors. 
 
 By-law creating must be unani- 
 mously sanctioned. 
 
 Holders of such stock shall be 
 Shareholders. ; 10. 
 
 4. Sale and Transfer of Stock. | 
 
 Restrictions as to Transfer. 
 
 Refusal to enter Transfer, if IL 
 
 Calls Not Paid. 
 Transfer Valid only after Entry, i 12. 
 
 5. Liability of Company in res- i 
 
 PECT OF Trusts. < 
 
 6. Liability of Shareholders on i 
 
 Stock. ; 
 
 For Amount Unpaid thereon. i 
 
 Defence. 
 
 Limited to Amount of Stock. 
 Liability of Executors. 
 
 Trustees not Personally Liable. 
 Rights of Executors. 
 
 Trustees, etc., may Vote. 
 
 Mortfjagor of Stock may Vote. 
 Calls. 
 
 Directors may make. 
 
 Interest on Amonnt of Unpaid. 
 
 Ten per cent, within first year. 
 Action for Calls. 
 
 Company may enforce Payment 
 of Calls by Action. 
 Forfeiture of Shares. 
 
 After Demand. 
 Dividends. 
 
 Shall not be declared when Com- 
 pany is Insolvent. 
 
 Liability of Directors for Declar- 
 ing. 
 
 How Liability may be Avoided. 
 
 1. — NATURE OF STOCK. 
 
 33. The stock of the company shall be deemed personal 
 estate, and shall be transferable in such manner only, and 
 subject to all such conditions and restrictions as by this Act, 
 or by the letters patent, or By-laws of the company may 
 be prescribed. 
 
 2. — ALLOTMENT OF STOCK. 
 
 34. If the letters patent make no other definite pro- 
 vision, the stock of the company, so far as it is not allotted 
 thereby, shall be allotted when and as the directors, by By- 
 law or otherwise ordain. 
 
 35. No by-law for the allotment or sale of stock at any 
 greater discount or at any less premium than what has been 
 previously authorized at a general meeting, or for the pay- 
 
 ■■■j, .' 
 
STOCK, CALLS, ETC. 
 
 37 
 
 ment of the president or any director, shall be valid or 
 acted upon until the same has been confirmed at a general 
 meeting. 
 
 3.— CREATION OF PREFERENCE STOCK. 
 
 I7a. The directors of any company which has been here- 
 tofore incorporated or shall be hereafter incorporated under 
 " The Ontario Joint Stock Companies' Letters Patent Act," 
 or " The Ontario Joint Stock Companies' Letters Patent 
 A.ct, 1874," may make a by-law for creating and issuing any 
 part of the capital stock as preference stock, giving the 
 same such preference and priority, as respects dividends and 
 otherwise over ordinary stock, as may be declared by such 
 By-law. 
 
 (2) Such By-law may provide that the holders of such 
 preference shares shall have the right to select a certain 
 stated proportion of the board of directoi-s, or may give 
 them such other control over the affairs of the compan}'^ as 
 may be considered expedient. 
 
 (3) No such by-law shall have any force or effect what- 
 ever until after it has been unanimously sanctioned by the 
 vote of the shareholders, present in person or by proxy at a 
 general meeting of the company, duly called for considering 
 the same, or unanimously sanctioned in writing by the share- 
 holders of such company ; 
 
 (4) All the provisions of The Ontario Joint Stock Let- 
 ters' Patent Act not inconsistent with this Act shall apply 
 to companies who may create and issue preferential stock 
 liereunder ; and holders of such stock shall be shareholders 
 within the meaning of the said Act, and shall in all respects 
 possess the rights and be subject to the liabilities of share- 
 holders within the meaning of the said Act, provided, how- 
 ever that in respect to dividends and otherwise they shall, 
 as against the original or ordinary shareholders, be entitled 
 to the preference given by any by-law as aforesaid ; 
 
 (5) Nothing in this section shall affect or impair the 
 rights of creditors of any company. 
 
 The above sub-sections are enacted by 41 Vic. cap. 8, which amended 
 cap. 150, R. S. O. 
 
■fi 
 
 'If'". I 
 
 38 
 
 JOINT STOCK companies' MANUAL. 
 4. — SALE AND TRANSFER OF STOCK. 
 
 40. No .share shall be transferable until all previous 
 calls thereon have been fully paid in, or until declared for- 
 /' for non-payment of calls thereon. 
 
 ^ii The directors may refuse to allow the entry, into 
 :ry such book of any transfer of stock whereon any call 
 has i>. jn ju .^o which has not been paid in. 
 
 4.^ No transfer of stock, unless made by rule under execu- 
 tion, or under the decree, order, or judgment of some com- 
 petent court in that behalf, shall be valid for any purpose 
 whatever, save only as exhibiting the rights of the parties 
 thereto towards each other, and, as rendering the transferee 
 liable ad interim jointly and severally with the transferor 
 to the company and its creditors, until entry thereof has 
 been duly made in the books of the company. 
 
 5. — LIABILITY OF COMPANY IN RESPECT OF TRUSTS. 
 
 •50. The company shall not be bound to see to the 
 execution of any trust, whether express, implied or con- 
 structive, in respect of any share ; and the receipt of the 
 shareholder in whose name the same stands in the books of 
 the company, shall be a valid and binding discharge to the 
 company for any dividend or money payable in respect of 
 such share, whether or not notice of such trust has been 
 given to the company ; and the company shall not be bound 
 to see to the application of the money paid upon such 
 receipt. 
 
 6. — LIABILITY OF SHAREHOLDERS ON STOCK. 
 
 2.^ Each shareholder, until the whole amount of his stock 
 has been paid up, shall be individually liable to the creditors 
 of the company to an amount equal to that not paid up 
 thereon, but shall not be liable to an action therefor hj' any 
 
 1 Enacted by cap. 3.^, 48 Vic, post. 
 
 u 
 
ous 
 ■or- 
 
 nto 
 jail 
 
 STOCKS, CALLS, ETC. 
 
 39 
 
 creditor before an execution against the company has been 
 returned unsatisfied in whole or in part ; and the amount 
 due on such execution, but not beyond the amount so unpaid 
 of his said stock, shall be the amount recoverable with costs 
 against such shareholder. 
 
 3. Any shareholder may plead by way of defence, in 
 whole or in part, any set-off which he could set up against 
 the company, except a claim for unpaid dividends, or a 
 salary, or allowance as a president or director of the said 
 company. 
 
 •54. The shareholders of the company shall not as such 
 be held responsible for any act, default, or liability whatso- 
 ever of the company, or for any engagement, claim, pay- 
 ment, loss, injury, transaction, matter or thing whatsoever, 
 relating to or connected with the company, beyond the un- 
 paid amount of their respective shares in the capital stock 
 thereof. 
 
 7. — LIABILITY OF EXECUTORS, ETC. 
 
 5.^ No person holding stock in the company as executor, 
 administrator, guardian or trustee, shall be personally sub- 
 ject to liability as a shareholder, but the estates and funds in 
 the hands of such person shall be Hable in like manner, and 
 to the same extent as the testator or intestate, or the minoi', 
 ward, or person interested in the trust fund would be, if 
 living and 'Competent to act, and holding such stock in his 
 own name. 
 
 6.^ No person holding stock in such company as collateral 
 Hccurity shall be personally subject to liability as a share- 
 holder, but the person pledging such stock as such collateral 
 security shall be considered as holding the same, and shall 
 be liable as a shareholder in respect thereof. 
 
 I Enacted by cap. 33, 48 Vic . , post. 
 
40 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 8. — IIIGHTS OF EXECUTOKS, ETC. 
 
 *56. Every such executor, administrator, tutor, curator, 
 guardian, or trustee shall represent the stock in his hands, 
 r.t all meetings of the company, and may vote accordingly 
 as a shareholder ; and every })erson who pledges his stock 
 may nevertheless represent the same at all such meetings, 
 and may vote accordingly as a shareholder. 
 
 9. — CALLS. 
 
 30. The directors of the company may call in and 
 demand from the shareholders thereof, respectively, all sums 
 of money by them subscribed, at such times and places, and 
 in such payments, or instalments, as the letters patent, or 
 this Act, or the By-laws of the company retjuire or allow ; 
 and interest shall accrue and fall due at the legal rate for 
 the time being upon the amount of any unpaid call, from 
 the day appointed for payment of such call. 
 
 37. Not less than ten per centum upon the allotted 
 stock of the company shall, by means of one or more calls, 
 be called in and made payable within one year from the 
 incorporation of the company ; the residue, when and as 
 the By-laws of the company direct. 
 
 10. — ACTION FOR CALLS. 
 
 38. The company may enforce payment of all calls and 
 interest thereon, by action in any court of competent juris- 
 diction ; and in such action it shall not be necessary to set 
 forth the special matter, but it shall be sufficient to declare 
 that the defendant is a holder of one share or more, stating 
 the number of shares, and is indebted in tVv sum of money 
 to which the calls in arrear amount, in '.aspect of one call 
 or more upon one share or more, stating the number of calls 
 and the amount of each, whereby an action has accrued to 
 the company under this Act ; and a certificate under the 
 
 iiiiij ! 
 
STOCK, CALLS, ETC. 
 
 41 
 
 seal, and purporting to be signed by any officer of the com- 
 pany, to the effect that the defendant is a shareholder, that 
 such call or calls has or have been made, and that so much is 
 due by him and unpaid thereon, shall be received in all Courts 
 of Law and Equity as prima facie evidence to that effect. 
 
 11. — FORFEITURE OF SHARES, 
 
 39. If, after such demand or notice as by the letters 
 patent or By-laws of the company is prescribed, any call 
 made upon any share or shares is not paid within such time 
 as by such letters patent or By-laws may be limited in that 
 behalf, the directors in their discretion, by vote to that 
 effect, reciting the facts, and duly recorded in their minutes, 
 may summarily forfeit any sliares wliereon such payment 
 is not made ; and the same shall thereupon become the 
 property of the company, and may be disposed of as by 
 By-laws or otherwise the company may ordain. 
 
 12. — DIVIDENDS. 
 
 57. The directors of the company shall not declare or 
 pay any dividend when the company is insolvent, or any 
 dividend, the payment of which renders the company insol- 
 vent, or diminishes the capital stock thereof, but if any 
 director present when such dividend is declared, forth- 
 with, or if any director, then absent, within twenty-four 
 hours after he has become aware thereof and able so to do, 
 enters on the minutes of the Board of Directors his protest 
 against the same, and within eight days thereafter causes 
 such protest to be published in at least one newspaper pub- 
 lished at or as near as may be possible to, the office or chief 
 place of business of the Company, such Director may thereby, 
 and not otherwise, exonerate himself from liabiliy. 
 
CHAPTER IV. 
 
 MISCELLANEOUS PROVISIONS. 
 
 1. CONTKACTS, &C, WHEN BlNDINO 
 
 OM Company. 
 Seal not Necessary. 
 Proviso as to Notes, etc. 
 
 2. Company not to buy Stock in 
 
 other cokpokationh. 
 
 3. Loans to Shaueholdkus. 
 
 Shall not be made. 
 Except in certain cases. 
 
 4. Liability of hikectors for 
 
 Wages. 
 Not exceeding for One Year. 
 Must be Sued for Within One 
 
 Year. 
 Only Liable if an Execution 
 
 against Company is unsatisfied 
 
 5. Services of Process on Com- 
 
 pany. 
 By Leaving Copy of, at Chief 
 
 Place of Business. 
 Or by Publication in Newspaper. 
 
 6. Actions by anh aciainst Cosr- 
 
 PANY. 
 
 Between Company and Share- 
 holder. 
 
 Mode of Incorporation, how set 
 forth in Legal Proceedings. 
 
 7. Forfeiture op Charter. 
 
 By Non-user. 
 
 8. Fees. 
 
 Fixed by Order in Council. 
 Maj' vary in amount. 
 Must be Paid in Advance. 
 Schedule of. 
 
 9. Provincial Secretary's Depart- 
 
 ment charged with the issue 
 OF Letters Patent, &c., &c. 
 
 10. Subsisting Companies may ob- 
 
 tain Chapter with extended 
 
 POWERS. 
 
 11. Affidavits. 
 
 12. Winding up Acts to apply. 
 
 1.— CONTRACTS, &C., WHEN BINDING ON COMPANY. 
 
 51. Every contract, agreement, engagement or bargain 
 made, and every bill of exchange drawn, accepted or en- 
 dorsed, and every promissory note or cheque made, drawn, 
 or endorsed on behalf of the company by any agent, officer, 
 or servant of the company in general accordance with liis 
 powers, as such under the by-laws of the company, shall be 
 binding upon the company; and in no case shall it be 
 necessary to have the seal of the company affixed to any 
 such contract, agreement, engagement, bargain, bill of ex- 
 change, promissory note or cheque, or to prove that the 
 same was made, drawn, accepted or endorsed, as the case 
 may be, in pursuance of any by-law, or special vote or 
 order ; nor shall the party so acting as agent, officer or ser- 
 
 •■n 
 
 ill 
 
MISCELLANEOUS PROVISIONS. 
 
 43 
 
 vant of the company, be thereby subjected individually to 
 any liability whatsoever to any third party therefor. 
 
 2. Nothing in tVis Act shall be construed to authorize 
 the company to issue any note payable to the bearer thereof, 
 or any promissory note intended to be circulated as money, 
 or as the note of a Bank, or to engage in the business of 
 banking or insurance. 
 
 2. — COMPANY NOT TO BUY STOCK IN OTHER CORPORATIONS. 
 
 52. No company shall use any of its funds in the pur- 
 chase of stock in any other corporation, unless expressly 
 authorized by by-law confirmed at a general meeting. 
 
 3. — LOANS TO SHAREHOLDERS. 
 
 •58. No loan shall be made by the company to any share- 
 holder, and if such is made, all directors and other officers 
 of the company making the same, or in anywise assenting 
 thereto, shall be jointly and severally liable to the company 
 for the amount of such loan, and also to third parties, to the 
 extent of such loan with legal interest, for all debts of the 
 comi)any contracted from the time of the m\ nag of such 
 loan to that of the repayment thereof : But this section 
 shall not apply to a Building Society, or to a company 
 incorporated for the loan of money, in any manner to which 
 the authority of this Legislature, or the meaning of this 
 Act applies. 
 
 4. — LIABILITY OF DIRECTORS FOR WAGES. 
 
 59. The directors of the company shall be jointly and 
 severally liable to the labourers, servants and apprentices 
 thereof, for all debts not exceeding one year's wages due for 
 services performed for the company while they are such 
 directors respectively ; but no director shall be Hable to an 
 action therefor, unless the company has been sued therefor 
 within one year after the debt became due, nor yet unless 
 such director is sued therefor within one year from the time 
 
f ■■ ■; ■ I 
 
 'r i . 
 
 J!i;F;| r;'-; 
 
 44 
 
 JOINT STOCK COMPANIKS' MANUAL. 
 
 when lie (.-oased to Lo such director, nor yet before such an 
 execution a<,'ain.st the company has been returned unsatis- 
 fied in whole or in part; and the amount due on such execu- 
 tion shall be the amount recoverable with costs against the 
 directors. 
 
 5. — SERVICES OF PROCESS ON COMPANY. 
 
 60. Service of ail manner or summons of writs whatever 
 upon the company, may be made by leaving a coi)y thereo" 
 at the oHice of chief place of business of the company, wi 
 any grown person in charge thereof, or elsewhere with the 
 president or secretary thereof; or if the company has no 
 known office, or chief |)lace of business, and has no known 
 president or secretary, then, upon return to that fact duly 
 made, the Court shall order such publication as it may deem 
 requisite to be made in the premises, for at least one month 
 in at least one newspaper ; and such publication shall be 
 held to be due service upon the company. 
 
 G. — ACTIONS BY AND AGAINST COMPANY. 
 
 61. Any description of action may be prosecuted and 
 maintained between the company and any shareholder 
 thereof. 
 
 6!3. In an action or other legal proceeding, it shall not 
 be requisite to set forth the mode of incorporation of the 
 company, otherwise than by mention of it, under its cor- 
 porate name, as incorporated by virtue of letters patent, or 
 of letters patent and supplementary letters patent, as the 
 case may be, under this Act ; and the letters patent or sup- 
 plementary letters patent themselves, or any exemplifica- 
 tion or copy thereof, under the Great Seal, shall be conclusive 
 proof of every matter and thing therein set forth. 
 
 7. — FORFEITURE OF CHARTER. 
 
 63. The charter of the company shall be forfeited by 
 non-user during three consecutive years at any one time, or if 
 
 li: 
 
 mm 
 
MISOKI.LANKOUS PROVISIONS. 45 
 
 tho company does no^ ■"> into actual operation witliin three 
 years after it is gruntcil; ind no declaration of such forfei- 
 ture by any Act of the Legislature shall he deemed an 
 infrinjicment of such charter. 
 
 8, — FEKS. 
 
 64. The Lieutenant-Crovernor in Council may from time 
 to time establish, alter, and regul le the tariff of the fees to 
 be paid on applications for letters patent and supplementary 
 letters patent under this Act; may designate the Depart- 
 ment or Departments throni^h which the issue thereof shall 
 take place ; and may prescribe the foi'ins of proceeding and 
 record in respect tliereof, and all othei' matters re({uisite for 
 carrying out the objects of this Act. 
 
 'I. Such fees may be made to vary in amount, under any 
 rule or rules — as to natuie of company, amount of capital, 
 and otherwise — that may be deemed expedient. 
 
 3. No step shall be taken in any De))artment towards the 
 
 issue of any letters [)atent or supplementary letters patent 
 
 nnder this Act, until after all fees therefor have been duly 
 
 paid. 
 
 The following is a scliedulo oi the fees payable upon tlio issuo of 
 charters : — ^ 
 For charter when the proposed capital ia )B200,000 or upwards. .i|()0 00 
 
 When it is $100,000, but is less than !S-00,000 50 00 
 
 When it is $50,000, but is less than $100,000 40 00 
 
 When it is less than $50,000, but more than $;i,000 30 00 
 
 When it is $3,000, or less 10 00 
 
 When the Charter is for an Educational Institution 10 00 
 
 Upon supplementary letters patent, re-incorporating a company, or 
 for (a) increasing or (5) decreasing the capital stock of a company ; (c) 
 subdividing its shares ; ((/) extending its powers, (e) limiting or increas- 
 ing the amount it may borrow upon its debentures, or otherwise ; (/) 
 providing for the formation of a reserve fund ; ((/) varying any provi- 
 sion, or (/(,) providing for any matter or thing in respect of which pro- 
 vision might have been made by the original letters patent, which are 
 issued under the provisions of Sees. 15, 17, 18 and 19 of this Act, and 
 44 Vic, cap. 18, sec. 3, a fee of $25 is charged, except in the case of 
 
 ^Vide Orders in Council, dated 2nd June, 1874, 16th Sept. 1874, and 16th 
 March, 1877. 
 
46 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 a Company whose capital is §3,000 or less, when the fee is $5. Where 
 the capital stock is increased, the same fee is payable as would be 
 charged if the company were being incorporated, but only with lefer- 
 ence to the increased capital. 
 
 9. — PROVINCIAL secretary's DEPARTMENT, CHARGED 
 WJTH ISSUE OF LETTERS PATENT, ETC., ETC. 
 
 The Provincial Secretary's Department is designated by Order in 
 Council under section 64, as the Department through which the issue 
 of letters patent shall take place.' 
 
 10. — SUBSISTING COMPANIES MAY OBTAIN CHARTER WITH 
 
 EXTENDED POWERS, 
 
 05. Any Company for purposes or objects within the 
 scope of this Act, heretofore incorporated, whether under a 
 Special or a General Act, and now being a subsisting and 
 valid corporation may apply for letters patent under this 
 Act ; and the Lieutenant-Governor in Council, upon proof 
 that the notice of the application has been inserted for four 
 weeks in the Ontario Gazette, msiy direct the issue of letters 
 patent incorporating the .shareholders of the said Company 
 as a Company under this Act, and thereupon all the rights 
 or obligations of tht) former Company shall be transferred to 
 the new Company, and all proceedings may be continued and 
 commenced by or against the new Company, that might have 
 been continued or commenced by or against the old Company, 
 and it shall not be necessary in any such letters patent to 
 set out the names of the shareholders ; and after tlie issue 
 of the letters patent, the Company shall be governed in all 
 respects by the provisions of tliis Act, except that the lia- 
 bility of the shareholders to creditors of the old Company 
 shall remain as at the time of the issue of the letters patent. 
 
 This, and the succeeding section, applies to any company incorporated 
 after the passing of this Act, for any purpose or object within the 
 scope of this Act, or within the scope of this Act as from time to time 
 amended, so long as the company applying for re-incorporation is at the 
 time of its application a subsisting and valid corporation ; Vide 45 
 Vic. cap. 17, 8. 3 and 4. 
 
MISCELLANEOUS PROVISIONS. 
 
 47 
 
 66. Where a sub.sisting Company applies for the issue of 
 letters patent under the provisions of the preceding section 
 the Lieutenant-Governor may by the letters patent extend 
 the powers of the Company to such other objects within the 
 scope of this Act as the applicants desire, and as the 
 Lieutenant-Governor thinks fit to include in the letters 
 patent, and may by the said letters patent name the first 
 directors of the new Company, and the letters patent may be 
 to the new Company by the name of the old Company or by 
 any other name. 
 
 11. — AFFIDAVITS. 
 
 67. Proof of any matter which may be necessary to be 
 made under this Act, may be made by affidavit before any 
 Justice of the Peace or Commissioner for taking affidavits 
 who are hereby authorized and empowered to administer 
 oaths for that purpose. 
 
 12. — WINDING UP ACTS TO APPLY. 
 
 68. The Company shall be subject to the provisions of 
 any Act of the Legislature for the winding up of Joint Stock 
 Companies. 
 
 SCHEDULE "A." 
 (Section 10.) 
 
 NOTICE OF GRANTING LETTERS PATENT. 
 
 Public notice is hereby given, that under " The Ontario 
 Joint Stock Companies' Letters Pat^t Act" Letters Patent 
 have been issued under the Great Seal of the Province of 
 Ontario, bearing date the day of incorporating \liere 
 
 state names, address dnid calling, of each corporator named 
 in the Letters Patent], for the purpose of [here state the un- 
 dertaking of the company, as set forth in the Letters Pa- 
 tent], by the name of [here state the name oftJie company in 
 
48 
 
 JOINT STOCK companies' MANUAL. 
 
 the Letters Patent], with a total capital stock of dollars, 
 
 divided into shares of dollars each. 
 
 Dated at the office of the Provincial Secretary or Ontario, 
 
 this day of 
 
 A.B., 
 
 Provincial Secretary. 
 
 I' I 
 
 SCHEDULE "B." 
 
 (Section 19.) 
 
 NOTICE OF GRANTING SUPPLEMENTARY LETTERS PATENT. 
 
 Public notice is hereby given, that under " The Ontario 
 Joint Stock Gompcmies' Letters Patent Act" Supplementary 
 Letters Patent have been this day issued under the Great 
 Seal of the Province of Ontario, bearing date the 
 (Jay of w^hereby the total capital tjtock of [here 
 
 state the name of the company'] is increased [or decreased, as 
 the case may he] from dollars to dollars 
 
 \or whereby the capital stock of the company 
 of shares of dollars each, is sub-divided into 
 
 shares of dollars each.] 
 
 Dated at the office of the Provincial Secretary of Ontario, 
 
 this day of 
 
 A.B., 
 
 Provincial Secretary. 
 
GENERAL REMARKS. 
 
 i9 
 
 GENERAL REMARKS. 
 
 Under the Great Seal Letters Patent are also issued for the incor- 
 poration of : — 
 
 (</) Timber Slide Couipaniea— under the Revised Statute, cap. 150 ; 
 the Revised Statute, cap. 153, and 44 Vic. , cap. 19. 
 
 {!>) Stoaui and Heating Companies— under the Revised Statute, 
 cap. 150 ; the Revised Statute, cap. 157, and 44 Vic, cap. 24. 
 
 (<;) Cemetry Companies— under the Revised Statute, cap. 150 ; the 
 Revised Statute, cap. 170, 43 Vin., cap. 23 and 45 Vic, cap. 17, Sees. 
 HO, 21 and 22. 
 
 (d) Companies for supplying electricity for the purposes of light, 
 heat and power— under the Revised Statute, cap. 150, and 45 Vic, 
 cap. 19. 
 
 (c) Street Railway Companies— under the Revised Statute, cap. 150, 
 and 4G Vic, cap. 16. 
 
 Parties having business to transact with the Provincial Secretary's 
 Department will save time and trouble by paying attention to the fol- 
 low ing directions. 
 
 All communications on official business should be addressed to 
 The Honourable 
 
 The Provincial Secretary, 
 
 Toronto ; or. 
 
 The Assistant Provincial Secretary, 
 
 Toronto ; 
 
 and the postage must be prepaid. Letters marked O. H. M. S. are 
 usually sent to the Dead Letter office. 
 
 Tlie forwarding of any paper should always be accompanied by a 
 letter, each letter should be confined to one subject, the post office 
 address and date sIkmiKI bo given, and the signature distinctly written. 
 
 It is particularly recommended that reference should be made to the 
 law, where accessible, before writing on any subject to the Depart- 
 ment, in or ier to avoid unnecessary explanations and useless loss of 
 time and labour. 
 
 It must bo remembered that the better papers are executed, the 
 sooner the work is diapatclied at the office. 
 
 The use of foolscap paper in preparing applications for Letters Pa- 
 tent, etc., is strongly recommended, as being much more convenient 
 than larger sheets. 
 
 Remittances, including charges for collection, where necessary, 
 should be made by registered letter. Post office order, or accepted 
 
^ 1 1 
 
 fSQ 
 
 JOINT STOCK companies' MANUAL. 
 
 Bank-cheque or draft, payable to the order of the Provincial Secretary. 
 Notices for publication in the Ontario Gazette, should be addressed to 
 The Grip Printing and Publishing Company, 
 
 Front Street, 
 Toronto, 
 and should indicate the number of insertions required. The rates are 
 eight cents per line for the first insertion, and two cents per line for 
 each subsequent insertion. The charge for a single number of the 
 Gazette is ten cents. Advertisers desiring one or more copies to be 
 furnished them should remit at this rate. 
 
 TJie following fees are usually chanjedfor taking Affidavits: — 
 
 NoTABiES are entitled to $1. This includes Oath, Certificate and 
 Seal. If the Notary draws the affidavit, he can charge also for it. 
 
 Commissioners are entitled to twenty cents, unless in cases where 
 the Statute specially states that they are entitled to twenty- five cents. 
 This charge generally includes the preparing of the aflidavit. 
 
 Justices of the Peace are entitled to twenty-five cents. This in- 
 cludes the drawing up of the affidavit ; they are, however, entitled to 
 this amount even if they do not draw the affidavit. 
 
 Seals may be obtained at a cost varying from $5 to $25, from any 
 of the dealers or makers of such articles, whose advertisement ap- 
 pears in this work. They will gladly furnish designs and estimates, 
 upon application being made to them. 
 
 •iJl':? 
 
IN CONNECTION WITH THE ORGANIZATION AND MANAGE- 
 MENT OF A COMPANY. 
 
 FORM No. 1. 
 
 PROSPECTUS OF THE TORONTO MANUFACTURING 
 
 COMPANY. 
 
 Capital 8200,000, in 4,000 Shares of |50 each. 
 
 Provisional Directors : 
 
 John Smith, Esq., Toronto ; Thomas Brown, Esq., Toronto ; 
 
 William Jones, Esq., Toronto ; and James 
 
 Robinson, Esq., Montreal. 
 
 Secret ar II : 
 James Thompson. 
 
 Bankers : 
 The Bank of Tokonto. 
 
 The Toronto Manufacturing Company is formed for the purpose of 
 caiTying on the business of manufacturing barb wire for fencing, in all 
 
 its branches. 
 
 Owing to the largely increased demand for this article, as compared 
 with any previous period, and the facilities which this city affords for 
 its manufacture, a profit of at least 20 per cent, is assured. 
 
 For this purpose the Company propose to erect on Front street, in 
 Toronto, a building capable of turning out 50,000 pounds per week, 
 the maximum cost of said building to be $10,000, and be furnished 
 with ail the latest and most important improvements in use in this 
 manufacture. 
 
 In order to push sales, it is proposed to establish agenciei in every 
 county of the Province. A Charter to be obtained, and the Company 
 to commence business as soon as one-half of the proposed capital stock 
 is subscribed. 
 
52 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 Application foi- Shares may be addressed in the following form, and 
 accomi>anied by a deposit of 10 per cent. , to the Secretary, at the Com- 
 pany's Office, No. 000 King street. 
 
 To the Directors •/ the Toronto Manufacturing Company — 
 
 Please allot me Ten Shares in this Company, on account of which 
 I have deposited the sum of 350 to the account of the Company, at 
 the Bank of Toronto. 
 
 Signature of Applicant. 
 
 FORM No. 2. 
 
 The Toronto Manufacturing Company. 
 
 Office, No. 000 King street, Toronto. 
 
 Sir, — The Directors have this day allotted to you Ten Shares in the 
 above Company, in accordance with your application. 
 
 Jamk.s Thompson, 
 
 Secretary, 
 Toronto, January, 1884, 
 
 FORM No, 3. 
 
 PROXY. 
 
 (' '' 
 
 Toronto MANUFACTUKiNt; Company. 
 
 I, James Brown, of Toronto, in the County of York, being a holder 
 of 20 shares in the stock of The Toronto Manufacturing Company, 
 hereby appoint Herbert Mason, of Toronto, to vote for me and on my 
 behalf at the ordinary {or extraordinary, as the case may be) general 
 meeting of the Company, to be held on day of , and at 
 
 any adjournment thereof (oc at any meeting of the Company that may 
 be held in the year). 
 
 Witness my hand this day of 
 
 Signed in the presence of 
 
 J. Jones. 
 
 JAMES BROWN. 
 
FORMS. 
 
 53 
 
 FORM No. 4. 
 
 UERTIFICATE OF SHAKES. 
 
 The Toronto Manufacturing Company Incorporated on the 
 day of 
 
 No. 20. 
 
 This is to certify that A. B., of Toronto, is the holder of one Share 
 of the capital Stock of The Toronto Manufacturing Company for $50, 
 subject to the regulations of the said Company, and that up to this day 
 there has been paid in respect of such share the sum of $25. 
 
 Given under the common Seal of the said company, the 
 day of , 188 . 
 
 JOHN SMITH. 
 
 Presidod. 
 
 Seal. 
 
 James Thompson, 
 
 Secretary. 
 
 FORM No. 5. 
 
 NOTICE OF INTENTION TO APPLY FOIl LETTERS 
 
 PATENT, 
 
 nvyOTICE is hereby given that, within one month after the last 
 -LN publication of this notice, application will be made by the per- 
 sons hereinafter named to the Lieutenant-Governor in Council for the 
 grant of a charter of incorporation by Letters Patent, under the pro- 
 visions of " The Ontario Joint Stock Companies' Letters Patent Act." 
 Chapter one hundred and fifty, of tlie Revised Statutes of Ontario. 
 
 1. The name of the Company is to be " The Ontario Brewing and 
 Malting Company." 
 
 2. The objects for which incorporation is sought are the acciuiring, 
 by puicliase or otherwise, and the carrying on of a general brewing 
 and malting business, including the purchasing and selling of malt and 
 grain of all kinds. 
 
 3. The operations of the Company are to be carried on in the City 
 of Toronto, in the County of York, which is also to be its chief place 
 of business. 
 
 4. The amount of capital stock of the Company is to be two hundred 
 
 and fifty thousand dollars. 
 
 5. The number of shares is to be two thousand tive hundred, and 
 the amount of each share one hundred dollars. 
 

 
 nil 
 
 li 
 
 i 
 
 
 
 t' (:■:■;„: 
 
 54 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 6. The names in full, and the address and calling of each of the ap- 
 plicants, are as follows : William John Thomas, Builder ; Samuel 
 Andrew Thomson, Machinist ; Thomas Taylor, Gentleman ; Thomas 
 Bright Taylor, Paper Manufacturer ; and Henry- Victor Taylor, 
 Brewer, all of the City of Toronto, in the County of York, and Province 
 of Ontario. 
 
 7. The said William John Thomas, Thomas Taylor, and Thomas 
 Bright Taylor, are to be the first Directors of the Company. 
 
 WILSON & JONES, 
 
 S<jlicitors for the Applicants. 
 First inserted in Gazette, 
 
 3rd November, 1883. 
 
 FORM No. 6. 
 
 AFFIDAVIT PROVING PUBLICATION OF "GAZETTE" 
 
 NOTICE. 
 
 Province op Ontakio, ~) In the Matter of the application of Wil- 
 
 [ liam John Thomas and others, for incorpora- 
 
 T^ Ay-i. ? ' j tion by Letters Patent as The Ontario Brew- 
 
 j iug and Malting Company. 
 
 1, Arthur Freeman Lobb, of the City of Toronto, in the County of 
 York, Student-at-Law, make oath and say, That notice of the intention 
 of the applicants to apply for incorporation by Letters Patent was in- 
 serted in the Ontario Gazette, on the following dates, November 3rd, 
 10th, 17th, 24th, and on the Ist of December, A.D. 1883, and that 
 the newspaper cutting hereunto annexed is a true copy of the said 
 notice. 
 
 Sworn before me at the City of ^ 
 Toronto, in the County of I 
 
 York, this seventeenth day 
 
 y 
 
 A. F. LOBB. 
 
 of December, A.D. 1883. j 
 
 J. C. CURKY, 
 
 ^i Commissioner, etc. 
 
 FORM No. 7. 
 PETITION FOR LETTERS PATENT. 
 
 To THE HONOURABLT? .ToHN BeVERLEY RoBINSON, 
 
 Lieutenant-Governor of the Province of Ontario in Gouncit. 
 The Petition of William John Thomas, Builder ; Samuel Andrew 
 Thomson, Machinist ; Thomas Taylor, Gentleman ; Thomas Bright 
 
 m. 
 
FORMS. 
 
 0.> 
 
 le ap- 
 imuel 
 
 Taylor, Paper Manufacturer, and Henry Victor Taylor, Brewer, all of 
 the City of Toronto, in the County of York, and Province of Ontario. 
 
 Humbly Sheweth : 
 
 1. That your Petitioners are desirous of obtaining a Charter of In- 
 corporation by Letters Patent, under "The Ontario Joint Stock Com- 
 panies' Letters Patent Act," R. S. O., cap 150, incorporating your 
 Petitioners and such others as may become shareholders in the Com- 
 pany thereby created a body corporate and politic under the name of 
 " The Ontario Brewing and Malting Company," which is not the name 
 of any other known Company, incorporated or unincorporated, or liable 
 to be unfairly confounded therewith or otherwise, on public groiinds 
 objectionable. 
 
 2. That your petitioners, in accordance with the provisions of Sec- 
 tion 4 of the said Act, have given one month's previous notice in the 
 Ontario Gazette, of your Petitioners' intention to apply for Letters 
 Patent for the purpose aforesaid 
 
 3. That the objects for which incorporation is sought by your Peti- 
 tioners are the acquiring by purchase or otherwise, and the carrying 
 on of a general Brewing and Malting business, including the purchas- 
 ing and selling of Malt and Grain of all kinds. 
 
 4. That the operations of the said Company are to be carried on at 
 the said City of Toronto, which is within the Province of Ontario. 
 
 5. That the chief place of business of the said Company is to be at 
 Toronto aforesaid. 
 
 6. That the amount of the capital stock of the said Company is to 
 be two hundred and fifty thousand dollars. 
 
 7. That the said stock is to be divided into two thousand five hun- 
 dred shares of one hundred dollars each. 
 
 8. That the said William John Thomas, Thomas Taylor and Thomas 
 Bright Taylor are to be the first Directors of the said Company. 
 
 9. That your Petitioners have taken the amount of stock set oppo- 
 site their respective names as follows : 
 
 PETITIONERS. 
 
 1 . i Amount 
 
 Amount. Ipaidthereon. 
 
 How paid. 
 
 William John Thomas . - - - 
 Samuel Andrew Thomson - - - 
 Thomas Taylor- ... - - 
 Thomas Bright Taylor - - - - 
 Henry Victor Taylor 
 
 ^59,900 
 
 100 
 
 60,000 
 
 59,900 
 
 100 
 
 ^,990 
 
 10 
 
 6,000 
 
 5,990 
 
 Nothing. 
 
 In cash, 
 do. 
 do. 
 do. 
 
 ii*«&toK-:ar; 
 
I : i^ 
 
 56 
 
 JOINT STOCK COMPANIKS MAXl'AI-. 
 
 Your petitioners, therefore, pray that your Honour will be pleased 
 by Letters Patent under the Great Seal to grant a Charter to your 
 Petitioners, constituting your petitioners tand such others as may be- 
 come shareholders in the Company thereby created, a body corporate 
 and politic for the purposes and objects aforesaid. 
 
 And your Petitioners, as in duty bound, will ever pray. 
 
 Dated at Toronto, this loth day of December, 1883. 
 
 Sigiiatureti of Witnenses. 
 
 A. F. Loiuj, as to 
 A. F. Louit, as to 
 A. F. LoisB, as to 
 J(JHN G. Gibson, as to 
 John G. Gibson, as to 
 
 Si^piutures of Fetitiunera 
 
 Wm. J. Thomas. 
 Thus. Taylor. 
 Thos. ]i. Tayloii. 
 S. A. Thoaison. 
 H. V. Taylok. 
 
 FORM No. 8. 
 AFFIDAVIT VERIFYING SIGNATURES TO PETITION. 
 
 Province of Ontario ^" *^® Matter of the application of Wil- 
 
 f liam John Thomas and others for incorpora- 
 County of York, / ^-^^ ,jy Letters Patent as The Ontario Brew- 
 
 To Wit. ; j,jy j^j^jj Malting Company. 
 
 I, Arthur Freeman Lobb, of the City of Tonmto, in the County of 
 York, Student-at-Law, make oath and say. That I wab personally pre- 
 sent and did see William J. Thomas, Thomas Taylor and Thomas B. 
 Taylor sign the Petition for the incorporation by Letters Patent of the 
 said Company, hereunto annexed ; that 1 know the said parties, and 
 that the signatures " Wm. J. Thomas," " Thos. Taylor," atid "Thos. 
 B. Taylor," are of the proper hand- writing of the said parties. 
 
 Sworn before me at Toronto, 
 in the County of York, the i 
 
 seventeenth day of Decern- \ A F. LOBB. 
 
 ber, A.D. 1883. 
 
 J. C. CUKRY, 
 
 A Commissioner, etc. 
 
 A similar Athdavit should be furnished verifying the other signa- 
 tures. 
 
 Vi ■^\ 
 
 H. M. 
 
FORMS. 
 
 57 
 
 FORM NO. 9. 
 
 AFFIDAVIT AS TO NAME OF COMPANY. 
 
 Province of Ontario,"^ In the matter of the application of Wil- 
 
 I Ham John Thomas and others for incorpora- 
 County of York, -j-^^,^ ^y Letters Patent as the Ontario Brew- 
 ing and Malting Company. 
 
 To Wit. 
 
 I, Thomas Taylor, of the city of Toronto, in the County of York, 
 one of the applicants for Letters Patent for the proposed Company, 
 make oath and say, That tc the best of my knowledj-e and belief, 
 the proposed corporate name " The Ontario Brewing and Malting 
 Company " is not the name of any other known Company, incorporated 
 or unincorporated, and is not similar to any such name, or liable to be 
 unfairly confounded therewith, or otherwise on public grounds objec- 
 tionable. 
 
 Sworn before me at Toronto, | 
 in the County of York, this [ 
 seventeenth day of Deccm- j 
 ber, A. D. 1883. J 
 
 J. C. CUKRY, 
 
 A Commissioner, etc. 
 
 THOS. TAYLOR. 
 
 FORM NO. 10. 
 
 STOCK BOOK. 
 
 The Ontario Brewing and Malting Company. 
 
 To be incorporated under the provisions of " The Ontario Joint Stock 
 Companies' Letters Patent Act." 
 
 Capital .§250,000, in 2,500 Shares of $100 each. 
 
 We, the undersigned, do hereby severally subscribe for the number 
 of shares of the capital stock of the Ontario Brewing and Malting 
 Company, set opposite our respective names as hereunder and here- 
 after written and covenant and agree each with the other to pay the 
 amount subscribed, as the same may be called in by the Directors of 
 the Company. 
 
 And we do further covenant and agree to abide by and observe the 
 rules and regulations in the Charter of Incorporation of the said Com- 
 pany, and any by-laws to be made in pursuance thereof. 
 
 1/ 
 
58 
 
 JOINT STOCK companies' MANUAL. 
 
 ii \ 
 
 WltneHs. 
 
 A. F. Lobb . 
 
 A. F. Lobb , 
 A. F. Lobb . 
 
 Date. 
 
 H83. 
 15 Uou. 
 
 Name. 
 
 Wm. J. T'omas. 
 
 16 Dec. 'Hkih. Taylor 
 
 l.'i Dec. !Vh08. H. Taylor 
 
 Seal Residence. 
 
 No of Hhares. 
 
 John a. Gibson 17 Dec. S. A. Thomson. 
 JohnG. Gibson 17 Doc. H. V. Taylor .. 
 
 L.8. 22 River st .... 1 Five hundred k 
 
 [ ninety nine.. 
 
 L.S. 180 Front st. K. .Six binuirod. .. 
 
 L.8. 180 Front st. E. Five hundred & 
 
 ninety- nine.. 
 
 L.H. 22 River i^t One :.. 
 
 L.S. 180 Sherborne st One . . ; 
 
 Amount. 
 
 l}69,'J00 00 
 00,000 00 
 
 B9,!)0O 00 
 100 00 
 100 GO 
 
 FORM NO. 11 
 AFFIDAVIT VERIFYING STOCK BOOK. 
 
 Province of Ontario | in the matter of the application of William 
 
 ^ . f V 1 [ John Thomas and others, for incorporation 
 
 County of York, > „„ ' . , . „ 
 
 T Wt ^y Letters Patent, as The Ontario Brewing 
 
 and Malting Company. 
 
 S I 
 
 I, Arthur Freeman Lobb, of the City of Toronto, in the County of 
 York, Student-at-Law, make oath and say : That I was personally 
 present and did see William J. Thomas, Thomas Taylor, and Thomas 
 B. Taylor sign the Stock Book of the said proposed Company ; that I 
 know the said parties, and that the signatures " Wm J. Thomas," 
 " Thos. Taylor," and " Thoa. B. Taylor," are of the proper handw '*- 
 ing of the said parties. 
 
 Sworn before me at Toronto, 
 in the County of York, this 
 
 i- 
 
 A. F. Lo.lt. 
 
 seventeenth day of Decem- 
 ber, A. D. 1883. j 
 J. C. Curry, 
 
 A Commissioner, etc. 
 
 A similar affidavit should be furnished verifying the other signatures. 
 
 ^■| 
 
 
 FORM NO. 12. 
 AFFIDAVIT VERIFYING COPY OF STOCK BOOK. 
 
 Province of Ontario,") In the matter of the application of William 
 
 I John Thomas and others, for incorporation 
 
 County of \ or k, }■, Letters Patent as The Ontario Brewing 
 
 To Wit. I , A^ u- n 
 
 j and Malting Company. 
 
 I, Ernest Merrick Lake, of the City of Toronto, in the County of 
 
 York, Stenographer, make oath and say, That the paper writing hereto 
 
 annexed, marked "A," has been carefully compared by me with the 
 
 'Cilfrli. 
 
FORMS. 
 
 59 
 
 original Stock Book of "The Ontario Hrewin;^ und Malting Company," 
 and that I find the same to he a true copy thortof. 
 Sworn before nie at Toronto, j 
 
 in the County of York, this ,_ g yi LAKE. 
 
 aeventeonth day of DecL>ni- | 
 
 bar, A.D. 1883. J 
 
 J. C. Curry, 
 
 A Comwiasioner, etc. 
 
 \ L.S. 
 
 FORM No. 13. 
 LETTERS PATENT. 
 .lOHN IJEVERLKY ROBINSON. 
 
 O. MO WAT, 
 
 Attorney -General. 
 
 LETTERS PATENT 
 
 INCORPORATING 
 
 The 
 
 Ontario Brewing 
 
 and 
 Malting Company, 
 
 Recorded 31st De 
 
 cembcr, 1883. 
 As No. 62. 
 
 J. F. C. USSHER, 
 
 Deputy Regr. 
 
 Victoria, hy the Grace of God, of the United Kingdom 
 of Great Britain and Ireland, QUEEN, defender 
 of the Faith, etc., etc., etc. 
 To all to whom these Presents shall come — 
 
 Greetino — 
 WHEREAS l)y the Revised Statute of the Legisla- 
 ture of our Province of Ontario, entitled " An Act 
 respecting the Incorporation of Joint Stock Com- 
 panies by Letters Patent," it is provided that the 
 Lieutenant-Oovernor of Our said Province in Coun- 
 cil may by Letters Patent, under the Great Seal of 
 Our said Province, grant a Charter to any number 
 ' of persons, not less than five, who shall petition 
 therefor, constituting such persons, and others who 
 j may become shareholders in the Company thereby 
 I created, a body corporate and politic, for any pur- 
 ' poses or objects to which the legislative authority of 
 ' the said Legislature extends, except the construction 
 and working of Railways and the business of In- 
 surance. 
 
 And whereas by Petition addressed to our Lieutenant-Governor of 
 Ontario in Council, William John Thomas, Builder ; Samuel Andrew 
 Thomson, Machinist ; Thomas Taylor, Gentleman ; Thomas Bright 
 Taylor, Paper Manufacturer ; and Henry Victor Taylor, Brewer, all 
 of the City of Toronto, in the County of York, in the said Province of 
 Ontario, have prayed that a Charter may be granted to them, consti- 
 
GO 
 
 JOINT STOCK COMPANIEo :SIANUAI.. 
 
 I' 
 
 tilting them, and such other persons as arc or may become share- 
 holders in the proposed Company, a body corporate and politic for the 
 purposes and objects following, that is to say : — The acquiring by pur- 
 chase or otherwise, and the carrying on of a General Brewing and 
 Malting business, including the [)urchasing and selling of malt and 
 grain of all kinds, under the name of " The Ontario Brewing and 
 Malting Company :" 
 
 And whkhkas it is stated in the said Petition that the operations of the 
 said Company are to be carried on 'it Tororto afoi'esaid, that the chief 
 place of business of the Company is to be at Toronto aforesaid ; that the 
 Capital Stock of the Company is to be two hundred and fifty thousand 
 dollars ; that the number of snares is to be two thousand fivo hun- 
 dred ; that the amount of each share is to l<? one hundr«3d dollars ; 
 and that the said William John Th(,ma3, Thomas Taylor, and Thomas 
 Bright Taylor, are to be the first Directors of the Company : 
 
 And whereas it is further stated by tlie said Petition that the amoimt 
 of the said stock taken by each of the applicants is as follows :— By the 
 said William John 'I'liomas and Thomas Bright Taylor each fifty-nine 
 thousand nine hundred dollars ; by the said Tliomas Taylor, sixty 
 thou'jand dollars ; by the said Samuel Andrew Thomson and Henry 
 Victor Taylor, each one hundred dollars. 
 
 And whereas it has 1 j u proved to the satisfaction of Our Lieu- 
 tenant-(ilovernor-in-Council, that the said applicants have complied 
 with all the refiuiremonts of the said Act, as to matters preliminary U> 
 the issue of Letters Patent, and that a notice of the said application 
 containhig the ijarticulars i'e((uired by the fourth section of the said 
 Act has been duly given in the Ontar'ut < vxtte, in accordance with the 
 provisions of the said Act : 
 
 NOW KNOW YE, that by and witli the advice of Our Executive 
 Council of Our Province of (Ontario, and under the authority of the 
 hereinbefore in part recited Statute, and of any other power or 
 5,uthority whatsoever in Us vested in this oehalf. We do by these 
 Our Letters Patent constitute the said William John Tliomas, Samuel 
 Andrew Thomson, Thomas Taylor, Thomas Bright Taylor, Henry Vic- 
 tor Taylor, an. I each, and all such other person or persons as now is, 
 or are, or shall at any time hereafter become a shareholder it share- 
 holders in tue said Company, under the provisions of the said Act, a 
 body corporate and politic, with perpetual succession, and a common 
 seal, by the name of " The Ontario Brewing and Malting Company," 
 and capable forthwith of exercising all the functions of an incorporated 
 Company for the purposes and objects aforesaid, as if incorporated by 
 a special Act of the Legi«laii.re of Ontario, and by ,heir corporate 
 name, of suing and being sued, pleading and being impleaded in all 
 
FORMS. 
 
 61 
 
 courts, whether of law oreq-uty, and with the powers in the said Act, 
 more particularly set forth : And We direct that the capital stock of 
 the said Company be two hundred and fifty thousand dollars, and be 
 div'-.ded into two thousand five hundred shares of one hundred dollars 
 each, and that the said William John Thomas, Thomas Taylor, and 
 Thomas Bright Taylor, be the first Directors of the said Company : 
 
 (Here follow the general rules respecting the Ci.mpany. As these are 
 for the government of the Company after its orgt.nization, and are em- 
 bodied in every Charter issued, it has not been thought necessary to 
 set them out here in full.) 
 
 Ix TESTi>r()y Y whereof. We have caused these Our Letters to be made 
 Patent, and the Great Seal of Our said Province of Ontario to be 
 hereunto afiixed. 
 
 WITNESS, the Honourable JOHN BEVERLEY ROBINSON, 
 Lieutenant-Governor of Our Province of Ontario, at Our Government 
 House, in Our CITY OF TORONTO, in Our said Province, this 
 Twenty-first day of December, in the year of our Lord one thousand 
 eight hundred and eighty-three, and in the forty-seventh year of Our 
 Reif^n. 
 
 By Commaml, 
 
 ARTHUR S. HARDY, 
 
 Secretani. 
 
 FORM NO. 14. 
 
 NOTICE OF A SPECIAL GENERAL MEETING. 
 
 "A." 
 Notice. — A Special General Meeting of the Shareholders of The 
 Newcastle Manufacturing Company, for considering and sanctioning 
 By-law No. 6 (passed by the Directors, 3rd January, 1884), for the 
 removal of the Company's chief place of business from Newcastle to 
 Toronto, will be held at the Company's oftice, in the Village of New- 
 castle, on Wednesday, the 11th day of February next, at the hour of 
 10 o'clock in the forenoon. 
 
 FORM No. 15. 
 BY-LAW CHANGING CHIEF PLACE OF BUSINESS. 
 
 By-law No. G. 
 
 "B." 
 
 For the removal of the Chief Place of Business of the Newcastle Manu- 
 facturing Company from Newcastle to Toronto. 
 
I i 
 
 G2 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 The Directora of The Newcastle Manufacturing Company enact as 
 follows : 
 
 That the chief place of business of this Company shall be removed 
 from Newcastle to Toronto, and that such removal shall take place as 
 soon as the necessary arrangements therefor shall be made. 
 
 RICHARD DOE, 
 Dated at Newcastle, Presidrjif. 
 
 this 3rd January, 1 884 
 
 \ ('ompaiiv's / 
 
 FORM No. 16. 
 
 AFFIDAVIT VERIFYING BY-LAW AND PROVING PUB- 
 LICATION OF NOTICE. 
 
 Province of Ontario, ] In the Matter of the removal of the chief 
 
 I place of business of the Newcastle Manu- 
 
 County of Y^ork, 
 To Wit : 
 
 ' facturing Company from Newcastle to 
 
 J 
 
 Toronto. 
 
 I, George Metcalf, of the City of Toronto, in the County of York, 
 Manufacturer, make oath and say, That 
 
 1. I am the Secretary of the Newcastle ^Manufacturing Company of 
 the said City of Toronto. 
 
 2. The annexed newspaper cutting marked "A" is a true copy of 
 a notice published on the 19th day of January, 1884, in the Ontario 
 Gcaette. 
 
 3. The annexed paper marked " B" is a true and correct copy of 
 a By-law numbered six, and passed on the 3rd day of January, 1884, 
 by the Directors of the said Company. 
 
 4. The said By-law was duly sanctioned at a special general meeting 
 of the shareholders of said Company, held February 1 1th, 1884, in 
 accordance with the notice published as on annexed paper marked 
 " A " and by a vote of more than two-thirds in value of all the share- 
 holders of said Company. 
 
 5. The By-law of the said Company regulating the calling of special 
 general meeting of the Company, and the notice to be given of e\ 3ry 
 such meeting is as follows : [here set out the Bihlaw]. 
 
 Sworn before me at Toronto, | 
 ia the County of York, this j GEO. METCALF, 
 
 twenty-fourth day of Feb- ^ .Secre^tr;/. 
 
 ruary, A.D. 1884. j 
 
 Neil C. Love, J.P. 
 
 •' . !l 
 
 '-«»-««•»?•■) 
 
 >i«iMM)eMPfi«HHailM 
 
FORMS. 
 FORM No. 17. 
 
 08 
 
 BY-LAW INCREASING OR DECREASING THE NUMBER 
 
 OF DIRECTORS. 
 
 . The Directors of the Toronto Manufacturing Company enact as fol- 
 lows : 
 
 That the Board of Directors of the said Company shall hereafter and 
 until otherwise provided be increased (or, decreased) to five. 
 
 Dated at Toronto, this Fifth day of June, A.D., 1884. 
 
 JOHN SMITH, 
 
 James Thompson, President. 
 
 Secretary. 
 
 Seal. 
 
 FORM No. 18. 
 
 BY-LAW FOR INCREASE OF CAPITAL STOCK. 
 
 "A." 
 
 Bv-r.AW NUMRER II. 
 
 A By-law to increase the capital stock of " The Ontario Canoe Com- 
 pany of Peterborough (Limited)." 
 
 Whereas tht capital stock of "The Ontario Canoe Company of 
 Peterborough (Limited)" is three thousand dollars, in three hundred 
 shares of ten dollars each, all of which has been taken up, and fifty per 
 centum thereon paid in : 
 
 And whereas the said capital stock has been found to be insufticient 
 iox the purpose of properly carrying on the business of the said Com- 
 pany, and it is desirable and necessary to increase the same to the sum 
 of twenty-five thousand dollars : 
 
 Therefore, the Directors of " The Ontario Canoe Company of Peter- 
 borough (Limited)," enact as follows : 
 
 1, That the capital stock of the said Company be increased from the 
 sum of three thousand dollars to the sum of twenty-five thousand dol- 
 lars by the issue of two thousand two hundred shares of new stock of 
 ten dollars each, 
 
 2. That the new shares shall be issued and allotted in such manner 
 and proportion as the Directors of the Company may deem proper for 
 the benefit of the Company. 
 
 Passed this 31 st day of August, A.D. 1883. 
 
 JAMES Z. ROGERS, 
 
 Richard Mead, President. 
 
 Hecretarxi. 
 
 Seal. 
 
i; .| 
 
 '■■'!!; I 
 
 l!, 
 
 64 JOINT STOCK COMl'ANIi:s' MANUAL. 
 
 FORM No. 19. 
 
 PETITION FOR SUPPLEMENTARY LETTERS PATENT 
 INCREASING CAPITAL STOCK. 
 
 To the Honourable John Beverley Robinson, Lieutenant-Governor of 
 
 the Province of Ontario in Council : 
 
 The petition of the Directors of *' The Ontario Canoe Company of 
 
 Peterborough (Limited)." 
 
 Humbly sheweth : 
 
 1. That your petitioners are the Directors of " The Ontario Canoe 
 Company of Peterborough (Limited)." 
 
 2. That the said Company was incorporated by Letters Patent, dated 
 18th April, A.D. 1883, under "The Ontario Joint Stock Companies' 
 Letters Patent Act," R. S. O., Cap. 150. 
 
 3. That the capital stock of the said Company, by the said Letters 
 Patent, was fixed at three thousand dollars, all of which has been sub- 
 scribed and fifty per centum thereon paid in. 
 
 4. That the said capital is insutlicient for the purpose of the due 
 carrying on of the business of the said Company. 
 
 5. That your Petitioners passed a By-law on the thirty-first day of 
 August, A.D. 1883, for increasing the capital stock of the said Com- 
 pany to twenty-five thousand dollars, by tlie issue of two thousand two 
 hundred shares of new stock of ten dollars each. 
 
 G. That the said By-law was sanctioned by a vote of not less than 
 two-thirds in value of the shareholders at a general meeting of the 
 Company, duly called for considering the same, held at the Town of 
 Peterborough, on the tenth day of September, A.D. 1883. 
 
 7. That your petitioners, in accordance with the provisions of the 
 said Act, have given one month's notice in the Ontario Gazdte, of their 
 intention to apply for Supplementary Letters Patent confirming the 
 said By-law. 
 
 Your petitioners therefore pray that your Honour will be pleased 
 to grant under the Great Seal, Supplementary Letters Patent 
 confirming the said By-law. 
 
 And your Petitioners, as in duty bound, will ever pray, 
 
 JAMES Z. ROGERS, 
 JOHN BURNHAM, 
 H. T. STRICKLAND, 
 
 JOHN LUDGATE, 
 
 Dated at Peterborough, 
 
 this eighth day of December, A.D. 1883. 
 
 i. If 
 
 :.iicv>/iJKi 
 
FORMS. 
 
 0.5 
 
 FORM No. 20. 
 
 AFFIDAVIT IN SUPPORT OF PETITION FOR 
 SUPPLEMENTARY LETTERS PATENT. 
 
 Province of Ontario, ^ 
 
 Countv of Peter- I ^' J<'in^GS Zaccheus Rogers, of the village of 
 borough r Ashburiiham, in the County of Peterborough. 
 
 To Wit. Lumberer, make oath and say : 
 
 1. That I am the President and Managing Director of "The 
 Ontario Canoe Company of Peterborough (Limited)." 
 
 2. That the i>aper writing, hereto annexed, marked "A," is a true 
 copy of the By-law No. II. of the said Company, duly passed by the 
 Directors thereof, on the thirty-first day of August last, for increasing 
 the capital stock of the said Company from the sum of three thousand 
 dollars to the sum of twenty-five thousand dollars, by the issue of two 
 thousand two hundred shares of new stock of ten dollars each. 
 
 3. That at a general meeting of the shareholders of the said Com- 
 pany, held at the Town of Peterborough, on the 10th day of September 
 last, the said By-law was sanccioned by the vote of not less than two- 
 thirds iii value of the sliareholders of the Company. 
 
 4. That the said meeting was called pursuant to the By-laws of the 
 Company, and notice thereof was in.serted in the Daily Evenhvj Review, 
 published at the Town of Peterborough, on the thirty-first day of 
 August, A.D. 1883, a true copy of which notice is hereto annexed, 
 marked "B." 
 
 5. That all the stock of the Company has been taken up, and fifty 
 per centum thereon has been paid in. 
 
 <). That the present capital of the Company is insufficient for the 
 due carrying on of the business of the Company. 
 
 7. That notice has been given in the Ontario Gazette of the appli- 
 cation for Supplementary Letters Patent confirming the said By-law, 
 a copy of which notice, marked " D." is hereunto annexed. 
 
 8. That the said notice was published in the issues of the said 
 Gazette, of the twenty-second and twenty-ninth days of September, 
 1883, and the sixth, thirteenth, and twentieth days of October, 1883. 
 
 Sworn before me at the Town"! 
 of Peterborough, in the I 
 County of Peterborough, |- 
 this 10th day of December, [ 
 A.D. 1883. J 
 
 R. W. Everett, 
 
 A Commissioner, etc. 
 
 JAMES Z. ROaERS. 
 
Ill 
 
 'HI 'if' 
 I'd 
 
 
 !■/' 
 
 *!!■■' 
 
 66 JOINT STOCK companies' MANUAL. 
 
 FORM No. 21. 
 
 NOTICE IN "ONTARIO GAZETTE," OF APPLICATION 
 FOR SUPPLEMENTARY LETTERS PATENT. 
 
 "D." 
 
 Notice is hereby given that, within six months from the tenth day 
 of September, A.D. 1883, the date of tho sanction of the By-law, ap- 
 plication will be made by the Directors of " The Ontario Canoe Com- 
 pany, of Peterborough (Limited)," to the Lieutenant-Governor of the 
 Province of Ontario in Council, for the grant of Supplementary Letters 
 Patent, under the provisions of " The Ontario Joint Stock Companies' 
 Letters Patent Act," for the purpose of contirming a By-law increasing 
 the capital stock of the said " The Ontario Canoe Company, of Peter- 
 borough (Limited)," from three thousand dollars to twenty-five thou- 
 sand dollars, by the issue of two thousand two hundred shares of new 
 stock of ten dollars each. 
 
 JOHN BURNS. 
 
 Sulicitor for Amdicants. 
 
 First inserted in Gfr.ofte, 
 September, 22nd, 1883. 
 
 FORM No. 22. 
 
 SUPPLEMENTARY LETTERS PATENT INCREASING THE 
 CAPITAL STOCK OF A COMPANY. 
 
 j L.S. I 
 
 JOHN BEVERLEY ROBINSON. 
 
 Victoria, h>j the Grace of God of the United Kingdom of Great Britain 
 ami Ireland, QUEEN, Defender of the Faith, d-c, d'c., d.-c. 
 
 To all to whom these Presents shall come : 
 
 Greeting . 
 
 O. MO WAT, } WHEREAS We, by and with the adviceof Our Exe- 
 Attorneij-General. ^ cutive Council of our Province of Ontario, and under 
 the authority of " The Ontario Joint Stock Companies' Letters Patent 
 Act, "and of any other power or authority in Us vested in that behalf, did, 
 by Our Letters Patent bearing date the twenty-eighth day of April,in the 
 year of Our Lord one thousand eight hundred and eighty-three, consti- 
 tute certain persons therein naued, and all and every such other person 
 or persons as should at any time thereafter become shareholders in the 
 
 ■^-■"wS'***'* 
 
FOKMS. 
 
 G7 
 
 Company thereby coiistitutod, and their successors, a body, corporate 
 and politic under the provisions of tlie said aforementioned Act, with 
 perpetual succession and a common seal by the name of The Ontario 
 Canoe Company of Peterborough, and capable forthwith of exercisintj 
 all the functions of an incorporated Company, for the pu' poses follow- 
 ing, that is to say : the manufacture and sale of canoes and bcjats and 
 the necessary rigging and appliances for the Siime as if incorp(jrated by 
 a special Act of the Legislatm-e (jf Ontario, and by their corporate 
 name of suing and being sued, pleading and being impleaded in all 
 courts whether of law or ecjuity, and with the powers in the said Act 
 more particularly set forth with a share capital of three thousand dol- 
 lar.i, divided into three hundred shares of ten dollars each : 
 And Wukkkas by an Act passed in the Forty-fourth year of Her 
 Majesty's Reign, entitled, "An Act to extend the powers of Com- 
 panies incorporated under the Joint Stock Companies' Letters Patent 
 Act," it is provided that suljject to the jjrovisions of the seventeenth, 
 eighteenth and nineteenth sections of the said Ontario Joint Stock 
 Companies' Letters Patent Act, the Directors of any Company incor- 
 porated under the said last-mentioned Act, at any time after nine-tenths 
 of the capital stock of the Company has been taken up, and ten per 
 centum thereon paid in, but not sooner, may, if they see fit, make a By- 
 law for increasing the Cajiital Stock of the Company to any amount 
 which they consider re([uisite for the due carrying out of the objects 
 of the Company, and that such By-law shall declare the number and 
 value of the shares of the new stock, and prescribe the manner in 
 which the same are to be allotted, and that in default of its so doing, 
 the control of such allotment sliall be held to rest absolutely in the 
 directors : 
 
 Am> Whereas by the said seventeenth section of the said Joint Stock 
 Companies' Letters Patent Act. it is provided that no By-law for in- 
 creasing or decreasing the capital stock of any Company incorporated 
 thereunder, or subdividing the shares shall have any force or effect 
 whatever, until after it shall have been sanctioned by a vote of not 
 less than two-thirds in value of the shareholders, at a general meeting 
 of the Company duly called for considering the same, and afterwards 
 confirmed by Supplementary Letters Patent : 
 
 And WiiEHEAs it has been proved to the satisfaction of Our Lieutenant- 
 Governor in Council, that the whole of the ciipital stock of the said 
 Company has been subscribed, and fifty j^er centum thereon paid in, 
 and tiiat the Directors of the said Company did on the thirty-first day 
 of .'\ugust, in theyear of Our Lord one thousand eight hundred and 
 eighty-three, pass a By-law by which it was enacted that the capital 
 
*1 
 
 68 
 
 JOINT STOCK companies' MANUAL 
 
 stock of the said Company shovild be increased from three thousand 
 dollars to twenty-five thousand dollars, by the issue of twenty-two 
 hundred shares of new stock of ten dollars each : 
 And Whkreas it has been further proved that the said By-law has 
 been sanctioned by a vote of over two-thirds in value of the sharehold- 
 ers, at a general meeting of the Company, duly called for considering 
 the same : 
 
 And Whereas the said Directors have petitioned the Lieutenant- 
 Governor of Our said Province in Council to confirm the said ]iy-law 
 and he has deemed it expedient so to do : 
 
 NOW KNOW YE, that by and with the advice of Our Executive 
 Council of Our said Province of Ontario, and under the authority of 
 the hereinbefore recited Statutes, and of any other power or authority 
 whatsoever in Us vested in this behalf, We do by these Our Supple- 
 mentary Letters Patent confirm the said By-law. 
 
 In Testimony whereof We have caused these Our Letters to be 
 made Patent, and the Great Seal of Our said Province of Ontario to be 
 hereunto affixed. 
 
 WITNESS, the Honourable JOHN BEVERLEY ROBINSON, 
 Lieutenant-Governor of Our Province of Ontario, at Our Government 
 House, in Our CITY OF TORONTO, in Our said Province, this nine- 
 teenth day of December, in the year of Our Lord One thousand ei<,'ht 
 hundred and eighty-three, and in the forty-seventh year of Our Reign. 
 By Command, 
 
 ARTHUR S. HARDY, 
 
 Secretary. 
 
 FORM NO. 23. 
 
 
 PETITION FOR GRANT OF SUPPLEMENTARY LETTERS 
 
 PATENT UNDER CAP. 150, R. S. O., CHANGING 
 
 NAME OF COMPANY. 
 
 To the Honourable John Beverley Robinson, Lieutenant-Governor 
 
 of the Province of Ontario in Council : 
 
 The petition of "The Oliver Wilby Comi^any of Weston, Ontario 
 
 (Limited)." 
 
 Humbly aheweth : 
 
 1. That the above named Company was incorporated under the 
 " Ontario Joint Stock Companies' Letters Patent Act " (Revised Sta- 
 
 
 -"ssiifc^'vi 
 
FORMS. 
 
 m 
 
 land 
 two 
 
 iiiit- 
 -law 
 
 tntea of Ontario, Chapter loO), and amendments thereto, by Letters 
 Patent, under tlie (ireat Seal of the Province of Ontario, dated the 
 fourth day of April, A. 1). 1883. 
 
 2. That your petitioners are desirous of changing their corporate 
 name to the corporate name of " The Weston Woollen Manufacturing 
 Company, Ontario (Limited)." 
 
 3. That a Resolution for that purpose was unanimously passed by 
 the Directors of the Company, at a lueeting held on the 31 st Decem- 
 ber, A.D. 1883. 
 
 4. That such change of name is not sought for any improper purpose. 
 
 5. That such proposed name is not the name of any other known 
 Company, incorporated or unincorporated, or Hal 'o to be unfairly con- 
 founded therewith, or otherwise on public grounds objectionable. 
 
 Your petitioners therefore pray that your Honour will be pleased 
 by Supplementary Letters Patent, under the Great Seal, to 
 change their corporate name from that of " The Oliver Wilby 
 Company of Weston, Ontario (Limited)," to the corporate name 
 of "The Weston Wcjollen Manufacturing Company, Ontario 
 (Limited)," 
 And your petitioners, as in duty bound, will ever pray. 
 
 JAMES CROSSLAND, 
 
 John Buown, 
 
 SecreUtry. 
 
 \ Seal, j 
 
 Dated at Weston, 
 
 31st day of (October, 1883. 
 
 FORM NO. 24. 
 NOTICE OF APPLICATION FOR CHANGE OF NAME 
 UNDER CAP. 172, 11. S. 0. 
 Notice. 
 Take notice that the Company now known as " The Essery Manu- 
 facturing Company," carrying on busii 'hs at tlie City of Toronto, will, 
 after four weeks from the first publication hereof, apply to the Lieu- 
 tenant-Governor in Council, for an order changing its name to the 
 "Toronto Planing Mills Company." 
 
 R. A. BULMAN, 
 
 Solicitor for the Company. 
 First inserted in Gazette, 
 3rd day of April, 1884. 
 
:( i 
 
 I'll 
 
 11 »'-' 
 
 70 .lOINT STOCK COMPANIKS' MANUAL, 
 
 FORM NO. 25. 
 
 LIST OF SHAREHOLDERS. 
 
 List, in duplicate, of all persons, who, on the Slst December, 188-, 
 were shareholders i)i the as re(iuired by Sec. 4U, Cap. 
 
 150 R. S. O., as amended in 1882. 
 
 Names of Shareholders 
 alphabetically arranged. 
 
 Address. 
 
 Callin<'. 
 
 j A mount of 
 S Stock held. 
 
 cts. 
 
 Amount 
 
 unpaid (m 
 
 Stock, 
 
 § 
 
 cts. 
 
 FORM NO. 28. 
 
 AFFIDAVIT VERIFYING THE ABOVE LIST, AND THE 
 
 ATTACHED SUMMARY OF THE AFFAIRS 
 
 OF THE COMPANY. 
 
 Pkovixce of Oxtakio, I In the matter of the Atniual returns of 
 
 I the' 
 
 I ^Ve- , and-' 
 
 ,' of , President and Secretary 
 
 I of the above named Company, respectively 
 To Wit : J make oath and say : — 
 
 County of 
 
 1. That the above list of the Shareholders, and the Summary of the 
 affairs of the said Company hereto attached, are, to the best of our 
 
 knowledge, information and belief, true and correct in every particular. 
 
 ."> 
 
 vSworn before me at 
 
 in the of , 
 
 1 (For Signature of Deponent.) 
 
 this day of 
 
 , a J. P. in and for the County of 
 
 1 Insert name of (!'omi)any. - Insert name of President. '' Innert name 
 of Secretary. If there are no such officers, or they, or either of them, are, or 
 is, at the jiroper time out of this Province, or otherwise unal)le to make the 
 same, insert the name of the President or Secretary and one of the Directors, or 
 two of the Directors, as the case may recjuire. ' Insert city, town, village, 
 or name of phice. •'• If thePresident or Secretary does not make or join in 
 the af+i'lavit, state the reason thereof here. 
 
 , i 
 
 •mim 
 
88-, 
 Cap. 
 
 unt 
 
 on 
 ;k. 
 
 cts. 
 
 CHAPTEK 172. 
 
 An Act respecting the clianging of the names of 
 Incorporated Companies. (Ifev. 8tats. Cap. 172.) 
 
 HER MAJESTY, liy and with the advice and consent of 
 tlie Legislative Assembly of the Province of Ontario, 
 enacts as follows : 
 
 1. Where any incor[)orated Coiiii)any within the legislative 
 autliority of the Legislature of this Province, whether incor- 
 porated under a special or general Act, is desirous of chang- 
 ing its name, the Lieutenant-Governor, upon being satisfied 
 that the Company is in a solvent condition, that the change 
 desired is not for any imprt)per purpose, and is not other- 
 wise objectionable, and that the notice hereinafter providetl 
 for has been dnly given, may, by Order in Council, change 
 the name of the Company to some other name set forth in 
 the said Order. 
 
 SJ The ('om})any sliall give at least four weeks' previous 
 notice in the Ontario Gazette, and in some other newspaper 
 published in the locality in wliich the operations of the 
 Company are carried on, of the intention to ajiply for the 
 change,' of name, and shall state the nanie proi)Osed to be 
 adopted. 
 
 Jl. Li case the pro])osed new name is considered objection- 
 able, the Lieutenant-Govei'nor in Council may, if he thinks tit, 
 change the name of the Company, to some other unobjection- 
 able name without reepiiring any further notice to be gi\-en. 
 
 4. Such change shall be conclusi 
 insertion in the Ontario Gazette of 
 
 vely established b 
 a notice therec 
 
 y the 
 the 
 
 )y 
 
 Provincial Secretary, 
 
IW 
 
 1l . i 
 
 I!' 
 
 72 
 
 .JOINT STOCK (COMPANIES' MANUAL. 
 
 •1. Any iitlidavit or affirmation proposed to bo Huljniitted 
 for the purposes of this Act, may he sworn or made before 
 any Commissioner for tailing afti(hivits in any of the Su- 
 perior Courts. 
 
 O. No contract or enc^ajfement entered into by or with 
 the Company, and no liability incurred by it shall be affected 
 by the chani,'e of name ; and all suits commenced by or 
 against the Company prior to the clianj^e of name may be 
 proceeded with against or by the Company under its former 
 name. 
 
 CHAPTER 8. 
 
 An Act to make certain amendments in tlie lie- 
 vised Statutes. (41 Vic. Cap. 8.) 
 
 Ui. The Revised Statute respecting the Incorporation of 
 Joint Stock Companies by Letters Patent, chaptei- one hun- 
 dred and fifty, is amended by inserting therein the following ; 
 
 For these amendments, see under Sec 17ct at page 37. 
 
 CHAPTER 18. 
 
 An Act to extend the powers of Companies incor- 
 porated under the Joint Stock Companies' Let- 
 ters Patent Act. (44 Vic. Cap. 18.) 
 
 HER MAJESTY, by and with the advice and consent of 
 the Legislative Assembly of the Province of Ontario, 
 enacts as folio vvs : — 
 
 1. (This Section will be found at page 24 in place of Sec. 
 10 of Cap, 150 which is by Sec, G of this Act, hereby 
 repealed.) 
 
 ^'nl\ 
 
TO EXTENIJ Tllli I'OWEUS OF INCORPORATED COMPANIES. 7'^ 
 
 a. Tlic naiiir of the Province of Ontario or of some locality 
 therein shall constitute part of the nanio of every company 
 liereafter incorporated under the said Act. 
 
 •I. In case a resolution authorizing- an application to the 
 Lieutt^nant-Oovernor tlierefor, is |)assed l»y a vote of not less 
 than two-thirds in value of the shareholders present in per- 
 son or l»y proxy at a fjjencral meeting of the company, duly 
 called for considerini;- the subject of sucli resolution, the 
 Lieutenant-Governor in Council may, from time to time, 
 direct the issue of Supplementary Letters Patent, to the 
 company, eml)racin<,' any or all of the following matter^ : — 
 
 (1) Extending the powers of tlio company to any objects, 
 within the scope of the said Act, which the company may 
 desire ; 
 
 (2) Linuting or increasing the amount which the company 
 may borrow upon debentures or otherwise ; 
 
 (3) Providing for the formation of a reserve fund ; 
 
 (4) Varying any provisicm contained in the Lettei's Patent, 
 so lon<j as the alteration desired is not contrarv to the i»ro- 
 visions of the said Act ; 
 
 (5) Making provision for any othei' matter or tlnng in 
 respect of which provision might have been made l)y the 
 original Letters Patent. 
 
 4. Tlie Lieutenant-Governor may, by Order in Council, to 
 be notified in the Ontario Gazette, direct in what cases notice 
 of application for Supplementary Letters Patent shall Ito 
 given in the Gazette or otherwise, and the nature of such 
 notice, and he may in any case dispense with notice. 
 
 5. This act shall be read as part of the said Ontario Joint 
 Stock Companies' Letters Patent A.ct. 
 
 6. The sixteenth section of the said Act is hereby re- 
 pealed. 
 
1\ 
 
 
 CHAPTER 17. 
 
 Vn Act to confer additional powers upon Joint 
 Stock Companies. (45 Vic. Cap. 17.) 
 
 HER MAJESTY, by and with the advice and consent of 
 the LegisLative Assembly of the Province of (Jntario, 
 enacts as fdlows : — 
 
 I. This Act may be cited as "The Joint Stock Compan- 
 ies' Act, 1882." 
 
 First Part. 
 
 3. Whci'ever any Company incorporated under any spec- 
 ial Act or under " The Ontario J(jint Stock Companies' Let- 
 ters Patent Act " is authorized to execute the office of execu- 
 tor, administrator, trustee, receiver, assignee, guardian of a 
 minor, or pommittee of a lunatic, then in case the Lieuten- 
 ant-Governor in Council shall approve of such company being 
 accepted by the High Court of Justice as a Trusts Company 
 for the purposes of such court, the aid court, or any judge 
 thereof, and every other court or judge having authority to 
 appoint such an officer may, if the court or judge think fit, 
 with the consent of the company^ appoint such company to 
 exercise any oi che said offices in respect of any estate, or 
 pers m, under the authority of such court, or judge, or may 
 <Trant to such company proljate of any will in which such 
 company is named an executor ; but no company which lias 
 issued, or has authority to issue, debentures shall be approved 
 
 as aforesaid. 
 
 (•2) Notwithstanding the provisions of the sixty-sixth sec- 
 tion of the Chancery Act, or any provision of any otlier Act 
 requiring that security, or security of any special character, 
 .shall be taken, it shall not be refiuisite for any court, or 
 judge, appointing any suci' company approved as aforesaid, 
 
 imfM.hSf'ii^^t£^i»fi.£Mii^M«H^4!iS*:i^i«if»»XMs^: 'sA»'i*ii^ 
 
 'S^ 
 
ADDITIONAL POWERS. 
 
 /;> 
 
 or for any court granting probato to such comjmny as execu- 
 tor, to require the said company to give any security for the 
 due performance of its duty as such executor, administrator, 
 trustee, receiver, assignee, guardian or committee. 
 
 (3) The Lieutenant-Governor in Council may revoke the 
 approval given under this section, and no court, or judge, 
 after notice of such revocation, shall appoint any such com- 
 pany to be an administrator, trustee, x'eceiver, assignee, guard- 
 ian, or connnittee, unless such company gives the like secur- 
 ity for the due performance of its duty as would be re(|uired 
 from a private person. 
 
 (4) The liability of the said company to pevsons inte'-ested 
 in an estate held by the said company as executor, adminis- 
 trator, trustee, receiver, assignee, guardian, or committee as 
 aforesaid, shall be the same as if the said estate had been 
 held by any vate person in such capacities respectively, 
 and its power shall be the same. 
 
 (5) The High Court, if it deems necessary, may from time 
 to time appoint a suitall person to investigate the affairs 
 and management of such company, who shall report thereon 
 to such court, and regarding the security afforded to those 
 by or for whom its engagements are held, and the expense 
 of such investigations shall be defrayed by the said company ; 
 or the court may, if it deems neces ,dry, examine the officers 
 or directors of the said company under oath as to tlie secu- 
 rity aforesaid. 
 
 (()) The Lieutenant-Governor may also from time to time, 
 when he deems it expedient, appoint an inspector to examine 
 the affairs of the said company, and I'eport to him on the 
 security afforded to those by and for whom its engagements 
 are lield as aforesaid ; and the expense of such in^•estigati(m 
 shall V)e borne b^ the said company. 
 
 (7) Every court into which money is j)aid by parties, or is 
 brought by order or judment, may by order diiect the sam<' 
 to be deposited with any such c(jmpany that may agree to 
 accept the same, and the comjjany may pay any lawful late 
 

 JOINT STOCK COMPAXIKS MANUAL. 
 
 of interest on such moneys as may be agreed u))on, and when 
 no special airang-ement is made, interest sliall be allowed by 
 the company at tlie rate of not less thaii three per centnn 
 annually. 
 
 (Mj Every such company may invest an ' trust moneys 
 in its hands in any securities in which [)i'ivate trustees may 
 by law invest trust moneys, and may also invest such 
 moneys (<() in the public stock funds or Government securi- 
 ties of any of the Provinces of the ])ominion, or in any secu- 
 rities guaranteed bv the United Kingdom of Great Britaii 
 and Ireland, or l)y the Dominion, or by any of the said Pro- 
 vinces; (h) in the bonds or the del)entures of any munici- 
 pal corporation in any of th.e said Provinces. 
 
 Provided that such company shall not in any ca.se invest 
 the moneys of any trust in securities prohibited by the trust, 
 and .shall not 'iivest moneys intrusted to it by any court in 
 a class of securities disapproved of by the court. 
 
 3. The sixty-fifth and sixty-sixth sections of the Joint 
 Stock Companies' Letters Patent Act sh-dl apply to any 
 company which may hj>v(! been incorporated after the i)as- 
 sing of the said Act, or may be liereafter incor])orated, foi' 
 any purjtose ov object within the scope of th(.! said Act, or 
 within the scope of the said Act as such A(!t has been or 
 may be liereafter amended so long as the company ap})lying 
 for 'e-incorporation is at the time of its application, a sub- 
 sisting and valid corporation; and the .said sections shall be 
 construed as if tin- provisions of this section had been con- 
 tained in the s,tid Act at the time of the passing thereof. 
 
 4. Where an\' company has been heretofore incorporated 
 by a spcial Act, for pur|)oses or olijects within the scope of 
 the said Joint Stock ( 'ompanies' Ijctters Patent Act, then, in 
 case a resolution authorizing an application to the Lieu- 
 tenant-Governor therefor is passed l»y a \'ote of not le.ss 
 than two-thirds in value of the shareholders j)iest'nt, in 
 person or l»y proxy at a geufral meeting of the company. 
 
ADDITIONAL POWERS. 
 
 77 
 
 duly called for considering the subject of such resolution, 
 the Lieutenant-Governor in Council may from time to time 
 direct the issue of Letters Patent to the company embracing 
 any or all of the following matters : 
 
 [a) Extending the powers of the company to any objects 
 within the scope of the said Letters Patent Act, which the 
 company may desire ; 
 
 (6) Limiting or increasing the amount which the com- 
 pany may borrow upon debentures or otherwise ; 
 
 (c) Providing for the formation of a reserve fund ; 
 
 {d) Varying any provision contained in the special Act, 
 so lon^ as the alteration is not contrary to the provisions of 
 the said Letters Patent Act ; 
 
 (e) Making provisions for any other matter cr thing in 
 respect of which provision might have been made had the 
 company be?n incorporated under the said Letters Patent 
 Act. 
 
 (2) No power to execute the office of executor, adminis- 
 trator, trustee, receiver, assignee, guardian of a minor, or 
 committee of a luna:ic, .shall be conferred under this section 
 upon any company which has authority to issue debentures ; 
 and no company, incorporated under the Joint Stcck Com- 
 panies' Letters Patent Act, with power to execute such office, 
 shall issue debentures. 
 
 (3) The list and summary required by the forty-ninth 
 section of th(; said Joint Stock Companies' Letters Patent 
 Act shall hereafter be only required i»i duplicate, and one of 
 the duplicato lists and summaries shall be deposited with the 
 Provincial Secretary within the time by the soid section 
 limited, and the other .shall be kept posted in the manner 
 required by the said Act. 
 
 3. T\w seventeenth, eijditeenth, and nineteenth sections 
 of the said J jint Stock Companies' Letters Fatt-nt Act, and 
 the first secticn of the Act passdl in tiie forty-fourtii yeaf 
 of Hei Majesty's icigt), intituled " An Act to exten<l the 
 
(T. 
 
 
 !■ 
 
 78 
 
 JOINT STOCK companies' MANUAL. 
 
 powers of Companies incorporated under the Joint Stock 
 Companies' Letters Patent Act," shall apply to every com- 
 pany which has been heretofore incorporated by a special 
 Act for purposes or objects within the scope of the said 
 Joint Stock CompaJiies' Letters Patent Act, 
 
 (2) Where application is made to the Lieutenant-Governor 
 for the issue of Supplementary Letters Parent confirming a 
 by-law increasing or decreasing the capital stock of the 
 company, or sub-dividing the shares, and the capital of such 
 company, or such capital as increased does not exceed three 
 thousand dollars, the Lieutenant-Governor may dispense 
 with the insertion in the Ontario Gazette of a notice of such 
 application. 
 
 y.'^^.i'm 
 
 '3 
 
 CHAPTEH 19. 
 
 An Act respecting Companies for supplying Elec- 
 tricity for the purposes of Light, Heat, and Power, 
 (45 Vie, cap, 1?.) 
 
 HER MAJESTY, by and with the advice and consent 
 of the Legislative Assembly of the Province of 
 Ontario, enacts as follows : — 
 
 1. Any five or more persons who desire to form a com- 
 pany for supplying electricity for the purpose of light, 
 heat or power, in any city, town, incorporated village, 
 township or other municipality, may become incoi-porated 
 un<ler tlu Act respecJing the incorporation of Joint Stock 
 Companies by Letters Patent, hv'mg chapter one hundred 
 and fifty ol' tlie Revised Statutes of Ontario, and all the 
 powers and provisions contained in the said Act shall, so fai- 
 as applicable and consistent with the provisions and powers 
 herein contained, apply to any such company. 
 
 'zi:.yi 
 
 ^^\^L-:y'^.~'i.}' 
 
said 
 
 village 
 
 COMPANIES FOR SUPPLYING ELECTllICITY. 
 
 79 
 
 3. Every company incorporated under this Act may con- 
 struct, maintain, complete, and operate works for the produc- 
 tion, sale and distribution of electricity, for purposes of 
 light, heat, and pow(^, and may conduct the same by any 
 means through, under, vnd along the streets, highways, and 
 public places of such cities, towns, and other municipalities 
 but as to such streets, highways, and public places, only 
 upon and subject to such agreement in respect thereof as 
 shall be made between the company and the said municipali- 
 ties respectively, and under and subject to any by-law or 
 by-laws of the councils of the said municipalities, passed in 
 pursuance thereof. 
 
 Jl. Sections fifty to sixty inclusive, and sections sixty-two 
 to oighty-five inclusive, of the Act respecting Joint Stock 
 Companies, for supplying cities, towns, and villages Tv-ith 
 gas and water, being chai)ter one hundred and fifty-seven 
 of the Revised Statutes of Ontario, shall be read as forming 
 ])art of thii- Act, except that the said sections shall, for the 
 purposes of tliis Act, l)e read as providing for the passage 
 and supply of electricity, for the purposes of light, heat, and 
 power, instead of the passage and supply of water and gas, 
 the word "electricity" being, for the purposes aforesaid, 
 substituted for the words " gas " or " gas or ./ater," or " gas 
 and water," wherever the said words occur in the sai(i sec- 
 tions, and the words " wires or conductors " shall be read 
 after the words "mains and pipes," or "mains or ■ ipcs," 
 wherever the said words occur in the said sections. 
 
 4. No company shall be entitled, by vivt'-e of this Act, to 
 take possession or make use of private property, oi*': do 
 anv work thereon under the compulsory powers of the com- 
 ])any in that behalf, until tiie amount to be paid for or in 
 respect of such pr()[)erty is ascertained by arbitration or 
 otherwise, as the case may be, and is paid or tendered to the 
 parties entitled thereto, or is paid into court for their l»ene- 
 iit, provided further that the propertv of .ns companies 
 .shall be exempt from expropriation uii ' : thi.> Act. 
 
CHAPTER 27. 
 
 An Act respecting Co-operative Associations, Joint 
 Stock Companies, Benevolent Societies, and 
 other Corporations. (47 Vic. cap 27.) 
 
 HER MAJESTY, by and with the advice and consent of 
 the Legislative Assembly of the Province of Ontario, 
 enacts a? ^ollows : — 
 
 4. (1) The Revised Statutes respecting the changing of the 
 names of Incorporated Companies shall extend, and shall 
 be deemed to have extended from the time of the passing 
 thereof, to any company inov>rporated under " The Ontario 
 Joint Stock Companies' Letters Patent Act," if Mich com- 
 pany has made or makes an application ther*^ under, and 
 shall also extend to every corporation aggixiga*:^ within the 
 legislative authority of the Legislature of this Province, ex- 
 cept a municipal corporation or other corporation of a like 
 nature. 
 
 (2) The notice prescribed by section 2 of the said Revised 
 Statute shall only l>e required where the applicants are a 
 trading corporation or company cairving on a business for 
 protic 
 
 5. f 1) Where a company is re- incorporated under section 
 65 of " The Ontario Joint Stock Companies' Letters Patent 
 Act," the Lieutenant-Governor may, by the Letters Patent, 
 increase the capital stock of the company to any amount 
 which the shareholders of the company, applying fur re-in- 
 corporation may, by a resolution passed by a vote of not less 
 than two-thirds in value of thoso present in person or by 
 proxy, at f» general meeting of the company duly called for 
 considerirg the same, have declared to be requisite for the 
 due carrying out of the (objects of the company. 
 
 
 ,-.. ..iC.^-..^-.— i,.-« Aft^^.. ..-■ mu..^-. , 
 
 ■■'*'iv&>^^v. 
 
AMENDMENTS. 
 
 81 
 
 (2) The resolution may prescribe the manner in which 
 the new stock is to be allotted ; and in default of its so 
 doino-, the control of the allotment shall vest absolutely in 
 the directors of the new company. 
 
 {i. The Lieutenant-Governor in Council may from time to 
 time prescribe the fees to be paid on applications to the Gov- 
 ernment for the incorporatic^n of companies, or vi^ n respect 
 to changes in the names, constitution or powers of com- 
 panies or other incorporated bodies, either under this Act or 
 under any c hher Act of the Legislature of Ontario. 
 
 CHAPTER 32. 
 
 An Act to amend the Ontario Joint Stock C'Om- 
 panies' Letters Patent Act (48 Vic, cap. 32.) 
 
 HER MAJESTY, by and with the advice and consent 
 of the Legislative Assembly of the Province of 
 Ontario, enacts as follows: — 
 
 1. Section 2 of the Act passed in the forty-fourth year of 
 Her Majesty's Reign, chaptered 18, is hereby amended by 
 adding thereto the folloMang words, "except in cases where 
 the Lieutinant-Governor in Council otherwise directs." 
 
 •*. When the name of some locality in the Province of 
 Ontario constitutes part of the name of any Company here- 
 tofore incorporated under the Ontario Joint Stock Com- 
 panies Letter)^ Patent Act, such Company may apply to the 
 Lieutenant-Governor in Council to amend their name by 
 striking out the name of such locality, and such amendment 
 may be made in all cases where the name of such locality 
 does not form an essent'al part of the name of such Com- 
 
K' 
 
 82 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 pany ; and upon notice by the Provincial Secretaiy in the 
 Ontario Gazette of such amendment, tht name of the Com- 
 pany shall be changed as thereby directed, and such Com- 
 pany under such amendvl name shall have and continue to 
 have and possess all the rights, powers, property and fran- 
 chises, and be subject to all the liabilities of the Company 
 so incorporated. 
 
 3. Sub-section 2 of section 25 of chapter 150 of the Re- 
 vised Statutes of Ontario is hereby amended by adding 
 thereto the following, " and also either by publishing the 
 same in the Ontario Gazette or by mailing the same as a 
 registered letter, duly addressed to each shareholder at least 
 ten days previous to such meeting : " Provided, however, 
 that this section shall not apply to companies having a cap- 
 ital not exceeding three thousand dollars. 
 
 CMAPTEE 33. 
 
 An i'Vct to amend the Acts respecting Joint Stock 
 Companies. (48 Vic, cap. 33.) 
 
 HER MAJESTY, by and with the advice and consent 
 of the Legislative Assembly of the Province of 
 Ontario, enacts as follows : — 
 
 I. Unless the special or general Act by or under which 
 the company is incorporated expressly provides otherwise, 
 the following sections shall apply to all joint stock compan- 
 ies incorporated by the Legislature of the Province, or under 
 its authority, and to all such companies incorpoi-ated prior 
 to the first day of July, 18G7, whose incorporation is subject, 
 in the particulars hereinafter mentioned, to the Legislative 
 authority of this Province. 
 
 .'■iSi .».'i.W^ 
 
AMENDMENTS. 
 
 83 
 
 tary in the 
 f the Corn- 
 such Coin- 
 continue to 
 J and fran- 
 e Company 
 
 of the Re- 
 by adding 
 blishing the 
 3 same as a 
 Ider at least 
 d, however, 
 iving a cap- 
 
 oiiit Stock 
 
 and consent 
 Province of 
 
 under which 
 es otherwise, 
 :ock conipan- 
 mce, or under 
 po rated prior 
 ion is subject, 
 le Legislative 
 
 2. Each shareholder, until the whole amount of his stock 
 has been paid up, shall be individually liable to the creditors 
 of the company to an amount equal to that not paid up 
 thereon, but shall not be liable to an action therefor by any 
 creditor before an execution against the company has been 
 returned unsatisfied in whole or in part ; and the amount 
 due on such execution, but not beyond the amount so unpaid 
 of his said stock, shall be the amount recoverable with costs 
 against such shareholder. 
 
 51. Any shareholder may plead, by way of defence in 
 whole or in part, any set off which he could set up against 
 the company, except a claim for unpaid dividends, or a sal- 
 ary or allowance as a president or a director of the said 
 company. 
 
 4. No transfer of stock, unless made by rule under execu- 
 tion or under the decree, order or judgment of some compe- 
 tent court in that behalf, shall be valid for any purpose 
 whatever, save only as exhibiting the rights of the parties 
 tlxcreto towards each other, and, as rendering the transferee 
 
 lable ad interim jointly and severally with the transferer 
 to the company and its creditors, until entry thereof has been 
 duly made in the books of the company. 
 
 5. No person holding stock in the company as executor, 
 administrator, guardian or trustee, shall be personally subject 
 to liability as a shareholder, but the estates and funds in the 
 hands of such person shall be liable in like manner and to 
 the same extent as the testator or intestate, or the minor, 
 ward, or person interested in the trust fund would be, if 
 living and competent to act, and holding sucli stock in his 
 own name. 
 
 6. No person holding stock in such company as collateral 
 security shall be pei'sonally subject to liability as a share- 
 holder, but the person pledging such stock as such collateral 
 
; I 
 
 84 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 security shall be considered as hoIdii)g the same, and shall 
 he liable as a shareholder in respect thereof. 
 
 7. This Act shfdl not ap])ly to any action, matter or prcj- 
 ceeding pending at the time of the passing of this Act. 
 
 8. The shareholders of the company shall not as such be 
 held resjwnsible for any act, default, or liability whatsoever 
 of the company, or for any engagement, claim, payment, loss, 
 injury, transaction, matter or thing whatsoever, relating to 
 or connected with the company, beyond the unpaid amount 
 of their respective shares in the capital stock thereof. 
 
 --«S»V:V 
 
hall 
 
 pi(j- 
 
 INDEX. 
 
 hbe 
 ever 
 
 loss, 
 ig to 
 ouut 
 
 Acts. 
 
 Table of, 9. 
 
 ACTIONH. 
 
 By or against company, 21. 
 
 Between comi>'iny and Hhareholders, 44. 
 
 For enforcement of payment of calls, 40. 
 
 Address. 
 
 Should be given in all letters, 41>. 
 
 Of applicants for charter, 16. 
 
 Of Shareholders and Directors must be entered in books, ;i2. 
 
 Advertisemknts— See Notices. 
 
 Affidavits. 
 
 With application for Letters Patent, 20. 
 Proof of matters may be by, 20, 47, 72. 
 Provincial Secretary authorized to take, 20. 
 May be made before Commissioners, 26, 47, 72. 
 Fees for taking, .W. 
 
 Applicant.s. 
 
 Need not be residents of Ontario, 1.5. 
 
 Number of, should not be too large, 1.5. 
 
 Must give a month's notice, 1.5. 
 
 Christian names, &c. of, shoiild be stated, 16, 17. 
 
 Not less than three, to be Directors, 16. 
 
 Directors must be, 17. 
 
 Application. 
 
 For Letters Patent, 1.5. 
 
 Shares, .52. 
 Of Joint Stock Companies Act, 77, 7i>. 
 Cap. 172, II. S. O., 23, 80. 
 
 Ballot. 
 
 Election of Directors to be by, 29. 
 
 Books ok Company. 
 
 What to contain, 32. 
 To be kept open for inspection, 32. 
 Who may make extr.acts therefrom, 32. 
 Pen.alties for false entries in, .33. 
 
 refusal to allow insjioction of, 33. 
 To be evidence, 32. 
 Transfer to be kept, 3'' 
 
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86 
 
 INDEX. 
 
 1 I 
 
 Bonds. 
 
 Company may issue, 31. 
 
 Not to be of leHB value than $100, 31. 
 
 BuaiNBBB. 
 
 Chief place of, 16, 17, 
 
 must be Htated in notice, 16. 
 
 notices to be served at, 44. 
 
 not necessarily where operations are carried in, 17. 
 
 change of, 26. 
 By-Laws. 
 
 Directors may make, 30. 
 
 To change number of Directors, 26, 30. 
 
 chief place of business, 26. 
 
 divide shares, 24. 
 
 increase capital, 24. 
 
 decrease capital, 25. 
 
 For the subdivision of the Shares, 24. 
 
 the allotment of stock, 30. 
 
 the making of calls, 30. 
 
 payment of calls, 30. 
 
 issuing and registering certificates of stock, .30. 
 
 preference stock, 37. 
 
 the forfeiture of stock, 30. 
 
 the disposal of forfeited stock, 30. 
 
 the transfer of stock, 'M. 
 
 declaring and paying dividends, 30. 
 
 regulating terms of service of Directors, 30. 
 
 stock qualification of Directors, 30. 
 
 appointment, &c. , of agents, 30. 
 
 security to be given by agents, 30. 
 
 remuneration of agents, 30. 
 
 the holding of meetings, 30. 
 
 the quorum, 30. 
 
 the requirements as to proxies, 30. 
 
 procedure of meetings, 31. 
 
 the imposition of penalties, &c., 31. 
 
 the conduct of the affairs of the company, 31. 
 
 May be repealed, amended or re-enacted, 31. 
 
 Must be confirmed at General Meeting, 25, 31, 36. 
 
 Made by directors, only to have force until Annual Meeting, 31. 
 
 New, rejected at Annual Meeting, to have no force until confirmed at 
 
 General Meeting, 31. 
 
 Effect of, Ds evidence, 31. 
 
 For certain purposes, must be approved of by shareholders, 25, 26, 31. 
 
 must be confirmed by Letters Patent, 25. 
 
 Copy of, must be produced, 25. \ 
 
 British North America Act. 
 
 Certain provisions of, 15. 
 
 U 
 
INDEX. 
 
 87 
 
 Calls. 
 
 When due and payable, 40. 
 When made, 40. 
 Interest on unpaid, 40. 
 Ten per cent, within first year, 40. 
 Enforcement of payment of, 40. 
 If not paid, 41. 
 
 Shareholders in arrear in respect of, cannot vote, 30. 
 "Canada," "Canadian." 
 
 Use of words, not allowed in names of companies, 16. 
 Capital. 
 
 Of company, 16, 17. 
 Amount of, 16. 
 
 shuald be stated, 16. 
 Should be sufiicient, 17. 
 May be increased, 24. 
 Allotment of, when increased. 24. 
 May be decreased, 25. 
 When under $3,000, 19. 
 
 Bona fide character of increase or decrease of, 26. 
 Chabteb. See under Letters Patent. 
 Company. 
 
 Formation of, 13. 
 Meaning of the word, 14. 
 Name of, 15, 16. 
 
 right to, 22. 
 
 should be short, 16. 
 
 cannot change without special authority, 16. 
 
 changeof, 16,22,23,71, 81. 
 
 Powers of, 26. 
 
 to be subject to act, 27. 
 
 to hold land, 22. 
 
 may be extended, 46. 
 Object of, 15. 
 
 definition of, 17. 
 May issue preference stock, 37. 
 Place of operations of, 17. 
 Must keep books, 32. 
 
 what to contain, 32. 
 Chief place of business of, 17, 26. 
 Liability in respect to trusts, .38. 
 Existent from date of Letters Patent, 21. 
 Office of, 17, 44. 
 
 Obligations, &c., of, not affected by change of name, 21. 
 Services of notice upon, 44. 
 Directors of, have full powers, 30. 
 To make returns, 33. 
 Not to buy certain stock, 43. 
 When contracts, &c., binding on, 42. 
 Constitution, change of, 23. 
 
 .V 
 
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 Bi m .' 
 
 i'ii 
 
 \ Wi 
 
 IS' :::' 
 
 ll ifit!: 'I 
 
 f,-: 
 
 ;i;ill 
 
 
 88 
 
 INDEX. 
 
 COMPANIKS. 
 
 For certain purposes, may be incorporated by Tjettera Patent, 14. 
 
 May be authorized to act as trustee, Ac, 74. 
 
 Incorporated under special Acts may obtain Letters Patent for certain 
 
 purposes, 76. 
 May apply for extended powers, 46. 
 
 Contracts. 
 
 Who may sign, 42. 
 
 Need not be sealed, 42. 
 
 By agents, when Company liable for, 42. 
 
 Directors may make, .30. 
 
 Not affected by change of name of Company, 21, 72. 
 Crbditors ok Company. 
 
 May inspect Books, .32. ■ 
 
 Rights of, continued, 37. 
 
 « 
 Debenturem, Company may issue, 31. 
 
 Directors. 
 
 First, must be applicants and shareholders, 17. 
 
 not be in arreai-s, 17. 
 Number of, how regulated, 26, 28. 
 
 not less than three, 16, 28. 
 change of, 26. 
 Qualification of, 28. 
 Election of, 28. 
 
 must be by ballot, 29. 
 Powers of, 30. 
 Provisional, 28. 
 The after, to be elected, 28. 
 Vacancies in board of, how filled, 29. 
 Shall elect a President, 29. 
 Names, &c., to be entered in books, 32. 
 Refusing to allow inspection of books, penalty for, 33. 
 May hypothecate, mortgage or pledge the proix^rty of the company, 31. 
 May make By-laws, 30. 
 borrow money, 31. 
 make contracts, 30. * 
 
 callH, 30. 
 Payment of, 36. 
 
 Failure to elect, how remedied, 29. 
 Liability of, 
 
 for paying dividends improperly, 41. 
 
 how avoiddd, 41. 
 . for loans to shareholders, 43. 
 
 for wages, 43. 
 Retiring, in office until successors elected, 30. 
 
 Dividends. 
 
 Directors may make By-laws respecting, 30. 
 Liability of Directors for improperly declaring, 41. 
 
 ■"Dominion." • ', . ., 
 
 Use of word, in name of Company, 16. « 
 
 f , 1 .1. ' , j «i X ' Ji .1. 
 
INDEX. 
 
 89 
 
 Electricity. 
 
 Act respecting formation of Companies for supplying, for heat, light and 
 
 power, 78. 
 Power to form Companies for supplying, 78. 
 Power of CoTopany for construction of works, 78. 
 Exercise of compulsory powers restricted, 79. 
 Election. 
 
 Of Directors, mode of, 29. 
 
 failure of, how remedied, 29, 
 In default of other provisions, yearly, 29. 
 Notice of, 29. 
 Votes at, 29. 
 By ballot, 29. 
 Of President, 29. 
 
 Evidence. 
 
 Of petition, notice, &c. 20. < 
 
 By-laws to be prima facie, 31. 
 Books to be prima facie, 32. 
 
 Ex.:CUTOR8. 
 
 Liability of, 39. 
 
 Fees. 
 
 Lieutenant-Governor may fix, 45. 
 
 Schedule of, payable on Letters Patent, &c., 45. 
 
 Must be paid in advance, 45. 
 
 For swearing affidavits, &c., 50. 
 
 i>\dvertising in Ontario Gazette, 50. 
 Fines. 
 
 Directors may make By-laws respecting, 31. 
 
 Forms. 
 
 Certain blank, furnished by Secretary's department, 19, 35. 
 Of prospectus, 51. 
 . notice of allotment of Shares, 52. 
 
 proxy, 52. 
 
 certificate of Shares, 5.3. 
 
 notice of intention to apply for Letters Patent, 53. 
 
 affidavit proving publication of notice, 54. 
 
 petition for Letters Patent, 54. 
 
 affidavit verifying signatures to petition, 56. 
 
 affidavit as to name of Company, 57. 
 
 stock book, 57. 
 
 affidavit verifying stock book, 58. 
 
 affidavit verifying copy of stock book, 58. 
 
 Letters Patent, 59. 
 
 notice of a Special General Meeting, 61. 
 
 By-law changing chief place of business, 61. 
 
 affidavit verifying By-law for change chief place of business, and 
 proving publication of notice, 62. 
 
 By-law increasing or decreasing number of Directors, 63. 
 
 By-law for increase of capital stock, 63. 
 
90 
 
 INDSX. 
 
 FovMS.— Continued. 
 
 petition for 8ui)pl:«nentary Iictters Patent, confirming a By-law for 
 
 the increase of capital, 64. 
 atfidavit in support of petition for Supplementary Letters Patent, 66. 
 notice of application for Supplementary Letters Patent, 66. 
 Supplementary Letters Patent, 66. 
 
 petition for Supplementary Letters Patent changing name, 68. 
 notice of applir^alion for change of name under cap. 172 R. S. O,, 69. 
 list of shareholders requiied by, sec. 49, cap. 150, 70. 
 notice of granting Letters Patent — Schedule A. to Act, 47. 
 notice of granting Suppler" .ntary Letters Patent— Schedule B. to 
 
 Act, 48. 
 affidavit verifying summarj'- and list shareholders, 70. 
 
 Gazette. — Sec under Notices. 
 
 Infohmalitiks not to void Letteks Patent, 22. 
 Interpretation. 
 
 Of words in Joint Stock Companies Act, &c. 14. 
 Insurance Companies, changing Mutual tnto Joint Stock, 17. 
 
 Justices of the Pe.vce. 
 
 Affidavits may be made before, 47. 
 Authorized to administer oaths, 47. 
 
 fees for, 50. 
 
 Land. 
 
 Power of Company to hold, 22. 
 
 Interpretation of word, 14. 
 Letter. 
 
 Should accompany all papers sent to Secretary's ofBce, 40. 
 
 Should be confined to one subject, 49. 
 
 Address and date should be given in, 49. 
 
 Legal Proceedings, mode of Incorporation, how set forth in, 44. 
 Legislature of Ontario, powers op, 15. • 
 
 Letters Patent. 
 
 Meaning of the words, 14. 
 
 Companies for certain purposes may be incorporated by, 14. 
 
 How granted, 18. 
 
 Number of persons required to obtain, 14. 
 
 Conditions before issue of, 20. 
 
 Contents of, 20. 
 
 May contain name different from that in notice, 21. 
 
 May contain objects different from those in notice, 21. 
 
 To be entered in book, 32. 
 
 Not void for irregularity, 22. 
 
 Fees on, 45. 
 
 Issued through Provincial Secretary's Department, 46. 
 
 Powers under to be subject to Act, 2r. 
 
 With extended powers, 46. 
 
 Form of, 59. 
 
 Forfeited by non-user, 44. 
 
 Objection to grant of, 16. 
 
- .vra nrn 
 
 INDEX. 
 
 91 
 
 Liability. 
 
 Of Directors for declaring illegal dividends, 41. 
 
 how avoided, 
 for servants' wages, 43. 
 for loans to shareholders, 43. 
 for refusal to allow inspection of books, 33. 
 Of Shareholders on decrease of capital, 25. 
 
 limited to amount of stock, 38. 
 Officers for refusal to allow inspection of books, 33. 
 Company in respect of trusts, 38. 
 
 not affected by change of name, 72. 
 Executors, 39. 
 
 " Limited." 
 
 Use of word in name of company, 1(5. 
 
 Lir JTKNANT-QOVERNOH IN COUNCIL. 
 
 May grant charter, 14. 
 May change name, 21, 72, 81. 
 Petition should be addressed to, 17. 
 
 Loans. 
 
 To Shareholders, not to be made, 43. 
 
 liability of Directors, making, 43. 
 
 Meetinoh. 
 
 When held, 29. 
 
 Notice of, 29 
 
 Voting 8t, 29. 
 
 Directors may make By-laws respecting, 30. 
 
 Special, may be called liy Shareholders, 30. 
 
 Election of Directors at, 28 . 
 
 Memobandum op Association. 
 Contents of, 18. 
 
 Mortgage. 
 
 Company may grant, 31. 
 
 Directors may, the property of the Company, 31. 
 
 MORTGAGOKS. 
 
 May vote, 40. 
 
 MORTAGKES. 
 
 Not personally liable, 39. 
 
 Money. 
 
 How to send to the Department, 49. 
 To whom payable, 50. 
 
 41. 
 
 Name of Company. 
 
 Must be stated in notice, 15. 
 
 Should be short, 16, 
 
 Should contain the name of the Province of Ontario, or some locality 
 
 therein, as part of, 16, 73, 81. 
 Word " Limited " in, 16. 
 Use of certain words in, prohibited, 16. 
 
92 
 
 INDEX. 
 
 Name of Company.— Con<tn«erf. 
 
 Not to be that of any other Company, 20. 
 Objection to, 16, 21. 
 If Objectionable, 21. 
 Excluaive right to, 22. 
 Use of by second Company, restrained, 22. 
 Lieulenant-Guvenjor may change, 21, 71, 81. 
 Court of Chancery may compel change of; 22. 
 Steps to be taken for change of, 23. 
 
 Change of, may be under Cap. 150 or Cap. 172, RS 0, 23, 24, 71. 
 most be published in Gazette, 24. 
 not to affect suits, &c., 21, 72, 82. 
 Names. 
 
 Of applicants and Directors in notice, 16. 
 must be in full, 16. 
 Directors to be entered in books, 32. 
 Shareholders to be entered in books, 32. 
 Notice i 
 
 Of application for Letters Patent, 15. 
 
 must be given in Ontario Gazette, 15, 
 contents of, 15. 
 mudt be for a month, 15, 16. 
 proof of, having been given, 20. 
 object of, 16. 
 
 disp-^nsed with, in certain cases, 16, 19, 26, 78. 
 for an Act accepted in certain cases, 19. 
 should be sent to Gazelle for publication, 50. 
 rates for inserting in Gazette, -50. 
 Of issue of Letters Patent, 21. 
 
 change of place of business to be published in Ontario ^azette, 2G. 
 
 name to be published in Ontario Gazette, 78. 
 protest of Directors against illegal Acts, 41. 
 application for change of name, 23, 24, 71. 
 
 dispensed with in certain cases, 23, 73. 
 Of allotment of shares, 52. 
 calls, 30. 
 meetings, 29. 
 
 copy should be furnished, 26. 
 application for Supplementary Letters Patent, 23. 
 granting Supplementary Letters Patent, 27. 
 publication of certain By-laws, 27. 
 
 Oaths. 
 
 May be administered by any Justice of the Peace or Commissioner, 47. 
 
 Object. 
 
 Of Company, 17. 
 
 In notice, 15. 
 
 Definition of, requires particular attention, 17. 
 
 Of embodying certain provisions in Charter, 19. 
 
 dispensing with notice of application in certain cases, 20. 
 
 notice, 16. 
 
INDEX. 
 
 93 
 
 UaiKCTION. 
 
 To name of Company, 21. 
 
 granting of lictters Patent, 10. 
 Should be sent to Provincial Secretary, 10. 
 
 OFKICE ok ChIKF PLACK of BUSINKSS. 
 
 Company must have, 10, 17. 
 Murtt give notice of change of, 20. 
 
 Offickkh. 
 
 Uirectorj may make By-laws respecting, 30. 
 I.iability of, for refusal to allow inspection of books, 33. 
 
 Ontario Gazkttk. See under Notices. 
 
 Ol'KUATIONS OF COMPANY. 
 
 Where carried on, 15, 17. 
 
 Not necessarily where chief place of business is, 17. 
 
 Paymknt. 
 
 Of Directors and President, 30. 
 
 calls, 40. • . 
 
 f«es before issue of Letters Patent, Ac, 45. 
 
 Penalty. 
 
 For false entries in books, 33. 
 
 default in making yearly statements, 35. 
 refusal to allow inspection of books, 33. 
 
 Petition. 
 
 For Letters Patent, 17. 
 
 Must be to Lieutenant-Governor, 17. 
 
 sent to Provincial Secretary, 17, 18. 
 not later than a month, 17. 
 Contents of, 17, 18, 19. 
 Must recite the facts, 17. 
 
 state the amount stock taken, 18. 
 If not fully signed, 18. 
 
 May ask embodiment in Letters Patent of certain provisions, 18. 
 Evidence of, 20. 
 
 Where delay in forwarding occurs, 18. 
 Petitioneru must be applicants, 18. 
 Should correspond with notice, 18. 
 Signatures to, must be verified, 20. 
 For Supplementary Letters Patent, 25. 
 
 Change of name, 23. 
 Must be signed by officers and sealed, 24. 
 Powers. 
 
 Of Legislature of Ontario, 15. 
 Directoi-8, 30. 
 Company, 22. 
 
 to hold real estate, 22. 
 to be subject to act, 27. 
 to issue bonds, debentures, &c., 31. 
 to construct works for production of electricity, 78. 
 compulsory restricted, 79. 
 Company may apply for extended, 46, 74. 
 
 -Ma 
 
 iUA 
 
 tmmasti 
 
 ■i^i 
 
PT 
 
 94 
 
 Index. 
 
 PbEHIHENT and OFPICERa. 
 
 Sliall be elected by Direct'^'s, 29. 
 Payment of, 36. 
 
 PUEPKUKNTIAL STOCK. 
 
 C'onn)any may isHue, 37. 
 
 Powers of holders of, XJ. 
 
 Sanction of shareholders reciuired for issue of, 37. 
 
 Application of Cap. 150, R.S.O. on issue of, .'17. 
 
 Rights und liabilities of holders of, 37. 
 
 Rights of creditors continued, 37. 
 
 PUOTKST. 
 
 Of Directors against illegal Acts, 41. 
 
 Proxy. 
 
 Form of, 52. 
 
 Shareholders may vote by, 20, 29, 31, 37, 73. 
 
 Provincial Skcrktaky. 
 
 Preliminaries established to satisfaction of, 20. 
 Charters to be issued through Department of, 46. 
 Power to take affidavits, 20. 
 
 and keep of record, &c., 20. 
 Objection to name or grjint of Charter, should be sent to, 16. 
 
 Proviso 
 
 As to notes, &c. , 43. 
 
 Proof. 
 
 <Jf By-laws, having been sanctioned, 20. 
 
 BotM-Hde character of increase or decrease of stock, 20. 
 
 Notice, 20. 
 
 Matters by affidavit, 20, 47. 
 Purposes or Objects, 14, 15, 17. 
 
 Returns. 
 
 Annual, retiuired from Companies, 33. 
 
 to be made to Provincial Secretary, 34. 
 penalty for default in making, 35. 
 Real Estate. 
 
 Meaning of the words, 14. 
 Company may hold, 22. 
 
 Remarks, General, 49. 
 Remittances, how made, 49. 
 
 to whom payable, 50. 
 
 Re-incohporation. 
 
 Proceedings to obtain, 46. 
 
 Letters Patent of, may authorize increase of capital, 80. 
 'Royal." 
 
 Use of word, not allowed in name of Company, 10, 
 Seal, 24, 26, 27, 31, 50. 
 
INDEX. 
 
 95 
 
 Skcuritiks. 
 
 May be issued by Company, 31. 
 
 Must not be of less value than $10<', 31. 
 
 Service op Prooksh upon Company, how made. 44. 
 
 Shareholderh. 
 
 Meaning of the word, 14. 
 Directors must be, 17. 
 llight to vote, 29, 30. 
 Liability of, 38. 
 
 when capital decreased, 25. 
 . No loan by Company to, 43. 
 May call special meeting, 30. 
 In arrear, cannot vote, 30. 
 Must approve of certain By-laws, 25, 26, 31, 37. 
 List of, to be made annually, 33. 
 List of, must be kept in books, 32. 
 May inspect books, 32. 
 plead in defence, 39. 
 
 Shares. 
 
 Number of, to be stated in petition and notice, 16. 
 Division of capital into, 17. 
 Amount of each, 16, 17. 
 
 to be stated in petition and notice, 16. 
 
 no limit to, 17. 
 
 will differ according to nature of Company, 17. 
 Number of, fixed at Company's option, 17. 
 Preference and ordinary, 17, 37. 
 New, must be of same amount as old, 26. 
 Forfeiture of, 40. 
 Transfer of, 32. 
 Allotment of, 25, 36. 
 
 application for, 62. 
 powers of Directors in, 36. 
 Effect of unregistered transfer of, 38. 
 Restrictions as to transfer of, 38. 
 Subdivision of, 24. 
 
 Number of, held by each shareholder, entered in book, 32. 
 Refusal to enter transfer, if calls not paid, 38. 
 
 Signatures. 
 
 To petition and stock book must be verified, 19, 20. ^ 
 
 Should be written plainly, 49 
 
 Slide Dam and BOom Companies. 
 
 Must give notice, irrespective of amount of capital, 16. 
 
 Solvent Condition, Company must be in, 24. 
 
 
90 
 
 INDEX. 
 
 Statement or Afkaikh. 
 
 To l>e made annuuUy, 'Si. 
 
 Contents of, i)3. • 
 
 Mode of writing of, M. 
 
 Verification thereof, 'A\. 
 
 Posting thereof, 'M. 
 
 DepoMit with Provincial Secretary, 35. 
 
 Penalty for default, 35. 
 Stock. 
 
 SuhHcription of, must be proved, 19. 
 
 Amount of ('ai)ital, 1(5, 17. 
 
 AUotnjent of, 24, 25, 'M, 81. 
 
 IncreaHu of L*a|>ital, 24. 
 
 Preference and ordinary, 37. 
 
 I >ecreaHe of capital, 25. 
 
 By-laws regulatiny, 24. 
 I Deemed pereonal eatate, 3G. 
 
 Disposal of, .38. 
 
 Not transferable when calls unpaid, 38. 
 
 Entry of transfer of, may be refused, 38. 
 
 Subject to provisions of Act, 27. 
 
 Transfer of, valid only after entry, 38. 
 
 Liability of shareholders for amount of, 38. 
 
 Book, nature of, 19. 
 
 must be prodnt^ed, 19. 
 copy of, for fyling, 19. 
 
 Amounts paid and unpaid on, to be entered in books, 32. 
 
 Transfers of, to be entered in books, 32. 
 
 Of other corporations not to be bought, 43. 
 
 Statutes. 
 
 Table of, 13. 
 
 SUPPLKMENTABY LeTTEUS PaTENT. 
 
 Meaning of the words, 14. 
 
 Lieutenant-Governor may direct issue of, 21. 
 
 How obtained, 23, 25. 
 
 Fees on, 45. 
 
 Must be entered in book, 31. 
 
 Confirming certain By-laws, 25. 
 
 Petition for, 25. 
 
 Effect of, 27. 
 
 Suit. 
 
 By and against Company, 44. 
 Books to be evidence in, 32. 
 Change of name not to effect, 21. 
 
 Table. 
 
 Of Statutes, 9. 
 Of fees, 45. 
 Of forms, 8. 
 
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 At uieutingB, 2*J, :iO. 
 
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