YA1001918 / STRATION OF BUSINESS NAMES Setting out the Requirements of the Act of 1916, with Examples BY V HERBERT W. JORDAN Author of "Private Companies: their Utility and the Exemptions they Enjoy"; "How to Form a Company"; etc. PRICE SIXPENCE NET LONDON: JORDAN & SONS, LIMITED Company Registration Aiunts 116 & 117 Chancery Lane, W.C. And 13 Broad Street Place, E.C. 1917 REGISTRATION OF BUSINESS NAMES SETTING OUT THE REQUIREMENTS OF THE ACT OF 1916, WITH EXAMPLES JJY HERBERT W. JORDAN AUTHOR OK I'KIVATE COMPANIKS: THEIR UTILITY AND THE EXEMPTIONS THEY ENJOY " How TO FORM A COMPANY " ; ETC. JORDAN & SONS, LIMITED (rompanu ilegistrntion ^ijFttts. 116 & 117 CHANCERY LANK. LONDON, W.C., AND 1H liKOAD STREET PLACE, E.G. 1917 PRINTKI) BY JORDAN & SONS, LIMITED AT THEIR WORKS BISHOPS roritT, CHANVKUY LANK, LONDON, w.c. CONTENTS. 1 ntrod actory 5 Who must Register - 6 Firms to be Registered "7 Individuals to be Registered 13 Registration where Name has been Changed - 14 Registration by Nominee or Trustee or General Agent for Foreign Principal 16 Time for Registration 17 Particulars to be Registered 18 Registration of Changes in Firm 20 Certificate of Registration 20 Consequences of Default in Registration - 21 False Statements 22 Inquiry by Board of Trade '22 Removal of Names from Register - 22 Misleading Names 23 Inspection of Registered Documents - 23 Publication of Name - 24 Limited Companies and other Corporations as Partners 27 Position of Companies Compared with Firms - 28 Index 29 1001918 ) ;///; .v.i.i//-; Th'n-trcnth I'.ilif,,,,, \IH17 1. I', '>< -If.t'xl. ,i./; >,y )>Oft 5s. COMPANY LAW AND PRACTICE : an Alpha- betical Guide thereto. Tenth Edition (1016). 1'ricr /x. ,-/ ; ly )>,>,! 1. 3d. HOW TO FORM A COMPANY. .W. M/A Kin;,.,, (//). Frier 1>. H-t: by t tot Ir. 3d. PRIVATE COMPANIES: their Utility and the Exemptions they Enjoy. .Vij-M Mi/ ion (l'.H~) 1',-im- /. ,///; hy pott It. 3d. DEBENTURES AND OTHER CHARGES. Second Edition (I'.ilG). /',/,., /,. , / ; /,_,/ j>, lf f l.3d. THE SECRETARY AND HIS DIRECTORS. Pi-ice 6il. r. If the partnership consists of two or more persons having the same surname, it is per- missible to add the letter " s " to the name [Section 1 (ii)]. Thus the style might be " Ansell & Ansell' or " Ansells " ; but, "Ansell & Son' or "Ansell Brothers' would bring the firm within the scope of the Act, and registration would be necessary. Firms having branch establishments and adopting different trading styles must disclose each of the business names they use. Only one registration is, however, necessary. Where a business is carried on by a Trustee in Bankruptcy or a Receiver or Manager appointed />?/ anjf Court, registration is not 11 necessary. But if the appointment is not made by the Court the Receiver or Manager is bound to register under the Act. The Act does not apply to Limited Companies or other Corporations (except as mentioned on p. 17). This fact will no doubt be appreciated by many firms and individuals who would find the provisions of the Act irksome and incon- venient, and it is anticipated that many will take advantage of the alternative course of registering under the Companies Acts. A more complete statement of the position of Limited Companies will be found at p. 28. It should be noted that Partnerships registered under The Limited Partnerships Act, 1907, and Firms registered under The Money-lenders Act, 1900, are within the scope of this Act. The constitution of such Firms is not affected by registration under those Acts, but registration under the Companies Acts, incorporation by Special Act, or the granting of a Royal Charter renders the body in question a " Corporation ' (see definition of " Firm " below). Where a Corporation is a partner in a Firm it is, of course, the Firm (and not the Cor- poration as such) which is under an obligation to register. A " Firm " is defined by Section 22 as a partnership entered into with a view to carrying on business for profit, and consisting of (a) An unincorporate body of two or more individuals; or 12 (/>) One or more individuals and one or more Corporation*: or (r) Two or more Corporation*. But any unincorporated Company which was in existence on the 2nd November, 1862 (the date on which The Companies Act, 1862, came into operation), is expressly excluded from the definition. All bodies of more than one person come within (a) unless they are incorporated under the Companies Acts or some other Act or have obtained a Royal Charter. As will be remembered, The Companies (Consolidation) Act, 1908, prohibits the formation of a Company, Association, or Partnership con- sisting of more than twenty persons (or ten in the case of a Banking Company) that has for its object the acquisition of gain, whether collectively or individually, unless such body is incorporated or is formed pursuant to Letters Patent. There are, however, numerous firms which consist of so many partners that it will be most difficult to avoid being brought within the scope of the Act owing to the impracticability of including the names of all the individuals in the title. The necessity of altering the name every time a change occurs in the constitution of the Firm will also pn>\v inconvenient. A Partnership of the nature described in Paragraph (/>) or (r) must almost invariably be registered under the Act, as it is rarely li) possible to adopt a business name consisting of the surname of an individual and the full title of a Corporation, or the titles of two Corporations, and where there are more than l\vo members of the Firm the difficulty is accentuated. This subject is dealt with on p. 27. Firms established abroad and having places' of business in the United Kingdom are within the Act. The purchase or acquisition of property by two or more persons as joint tenants or tenants in common is not of itself to be deemed carrying on a business, even though the owners share any profits arising from the sale thereof [Section 1 (iv)]. INDIVIDUALS TO BE REGISTERED. Paragraph (b) of Section 1 renders liable to registration Every Individual having a place of business in the United Kingdom and carrying on business under a business name which does not consist of his true surname without any addition other than his true Christian names or the initials thereof. The obvious meaning attaches to the word " Individual," it being defined by Section 22 to mean a " natural person," and does not include a Corporation. But the words " carrying on business for profit ' are curiously omitted from the definition, and it would seem therefore that an individual 14 (as distinct from two or more individuals in partnership) who engages in " business ' from purely philanthropic or charitable motives must register if he carries on his enterprise under any other name than his own. '' Dr. Barnardo's Homes," if not incorporated and still under the sole direction of the founder, would therefore probably require registration by reason of the addition of the word " Homes " to his name. But if the control were vested in a Council, with Dr. Barnard" as President, registration would not be necessary. An Individual trading in a Foreign <',,untry who has also a place of business in the United Kingdom must register under the Act. [No other comments are called for under this paragraph, as the points that arise have been already dealt with in considering Paragraph (a) of the Section.] REGISTRATION WHERE NAME HAS BEEN CHANGED. Paragraph (r) of Section 1 renders liable to registration Every Individual or Finn havinir & place of business in the United Kinprdom. who. or a member of which, has either before or after the passing of this Act chanred his name, except in the ease of a Avoman in consequence of marriage. This paragraph applies whether the change is in the Christian name or the surname. 15 The reference to change of name does not, however, include in the case of a Peer or person usually known by a British title different from his surname the adoption of or succession to the title; exception is also made in the case of a natural-born Britisli subject whose Christian name or surname was changed or disused before he had attained the age of eighteen (Section 22). It is important to note that a foreigner even though he may be a naturalised British subject must register under the Act if his name has at any time been changed. This is a welcome discrimina- tion in favour of natural-born British subjects, although children of foreigners born in Great Britain are included in the expression, and consequently derive equal benefit by it. A person who has at any time changed his name (subject to the qualifications mentioned) will not be able to escape registration by reverting to his original name, whether or not he was engaged in business at the time the change was effected. If, for instance, Willie Crane was the actual name of a man, but on attaining the age of twenty-one he altered it to "William Crane" (with or without any legal formality), and subsequently he started in business for himself either as "William" or "Willie" Crane, or entered into partnership with some other person, registration would strictly be necessary. But if a Firm (as distinct from the individuals composing it) has changed its name, that fact 16 alone does not render registration necessary. The business name might, for example, be successively altered from " Percy Foster " to " Foster & Sons," " Foster Brothers," and " Foster-." If the last alteration were made before the 22nd February, 1017 (see pp. 17 and 18), and the Firm then consisted of two or more individuals bearing the surname Foster, registration would not be necessary. It may also be observed that where a Cor- poration is a partner the mere fact that it lias changed its name does not of itself render the Firm under an obligation to register. REGISTRATION BY NOMINEE OR TRUSTEE OR GENERAL AGENT FOR FOREIGN PRINCIPAL. A Firm, Individual, or Corporation having a place of business in the United Kingdom mu situate outside His Majesty's Dominions (Section 22). It will be observed that registration is necessary where this provision applies, even though the business names consist of the true names of the partners or individuals. More- over, a Limited Company or other Corporation coming within this provision must register, although otherwise outside the scope of the Act. It should also be noted that, where registration is necessary under this provision, additional particulars are required (see p. 19). Where the business is carried on by a Trustee in Bankruptcy or a Receiver or Manager appointed hjj any Court, registration is not necessary. TIME FOR REGISTRATION. Where the business has been carried on before the passing of the Act (the 22nd December, 1916) or is commenced within two months thereafter registration must be effected after the expiration of two months and before the expiration of three months " from the said date that is, betweetl the 21st February and the 22nd March, 1917 (exclusive of such dates). But if, on or before the 22nd February, 1917, the conditions of the firm or persons have ceased to be such as to require registration, the firm or persons need not be registered (Section 5). 18 111 the case of a business which is com- menced after the 21st February, 1!H7. fourteen days are allowed for registration. The s-;une period is allowed where resist ration is required in consequence of a change of name (unless the change look place on or before the 22nd February, 1917, in which case iviii^ratinn should he effected within one month after that date). PARTICULARS TO BE REGISTERED.* A Statement must be filed with the Registrar -' for England, Scotland, or Ireland (according to the part of the United Kingdom in which the principal place of busine is situated), in which the following particulars must appear : (") The business name: (b) The general nature of the business; (c) The principal place of the busim - (d) Where the registration to be effected is that of a Finn, the present Christian name and surname, any former Christian name or surname, the nationality, and if that nationality is not the nationality of origin, the nationality of origin, tlie usual residence, and the other business occupation (if any) of each of the individuals who are partners, and the corporate namomnd registered or principal office of every Corporation which is n partner: (e) Where the registration to 1"- effected is that of an Individual the same information as is required to be given under (d ) with regard to an individual who is a partner in a firm : * All tlie proscribed Forms are obtainsib!'- from tlie of tliis book. (/) Where the registration to be effected is that of a Corporation, its corporate name and registered or principal office ; (g) If the business is commenced after the 2-2nd December, 1916, the date of the commencement. (Section 3). Where a business is carried on under two or more business names each of those business names must be stated. Where registration is effected by a Nominee or Trustee of or for another person, or other persons, or another Corporation, or a General Agent for a foreign firm (see p. 16), certain further particulars regarding the principal must also be disclosed. The Statement must, in the case of an Individual, be signed by him, and in the case of a Corporation by a Director or Secretary thereof. In the case of a Firm, the State- ment, unless signed by all the individual partners and by a Director or Secretary of all Corporations which are partners, may be signed by an individual partner or a Director or Secretary of some Corporation which is a partner, but in either of the last tavo cases the Statement must be verified by a Statutory Declaration made by the signatory. The fee on registration is Five Shillings. It was originally intended that registration should be effected with the Eegistrars of Companies in London, Edinburgh, and Dublin, 20 as the case may be. But the Board of Trade, under the power conferred on them by Section 1"), have tentatively appointed the Registrar-General for each city as Registrars I'm- the purposes of the Act. REGISTRATION OF CHANGES IN FIRM. In the event of the principal place of being changed, or of the death or retirement of a partner, or the admission of a new member, or any other change being made or occurring in any of the registered particulars, a further Statement specifying the nature and date of the change must be filed. Such further Statement must be signed, and where necessary verified, in like manner as the original State- ment. Fourteen davs are allowed for filing. but the Board of Trade may extend the period in any particular case on application being made to them either before or after the expiration of such fourteen days (Section (>). The fee on registration is Five Shillings. CERTIFICATE OF REGISTRATION. A Certificate of Registration will be issued by the Registrar on the filing of every State- ment or Statutory Declaration. The original Certificate or a certified copy must be kepi exhibited in a conspicuous position at the principal place of business of the Firm or Individual. Failure to keep the Certificate 21 exhibited will render every partner (or the person) liable on summary conviction to a fine not exceeding Twenty Pounds (Section 11). CONSEQUENCES OF DEFAULT IN REGISTRATION. If, without reasonable excuse, registration is not effected within the prescribed period or particulars of any change are not duly fded every partner in the Firm (or the person) will be liable on summary conviction to a fine not exceeding Five Pounds a day, and the neces- sary Statement must be furnished within the time specified in the Order of Court (Section 7). The rights of the defaulting firm or person, moreover, under or arising out of any contract made or entered into by or on behalf of such defaulter in relation to the business in respect to the carrying on of which the par- ticulars were required to be furnished at any time while he is in default will not be enforceable. Eelief may, however, be granted by the Court, except in cases where any party to the contract proves that he would not have entered into it had the Act been complied with. Failure to comply with the Act in no way affects the rights of any other parties as against the defaulter (Section 8). The foregoing penalty and disability apply only to any ' Firm or person ' in default. Provision does not appear to be made to meet a case of default by a Corporation which carries on business wholly or mainly as nominee or trustee for another person, or other persons. or another Corporation, or ads as (Jt-m-ral Agent for a foreign Finn. FALSE STATEMENTS. If any Statement iiled with the Registrar contains any matter which is false in any material particular to the knowledge of any person signing it, that person will, on summary conviction, be liable to imprisonment, with or without hard labour, for a term not exceeding three months, and/or to a line not exceeding Twenty Pounds (Sections 9 and 10). INQUIRY BY BOARD OF TRADE. The Board of Trade may require any person to furnish them with particulars to enable them to ascertain whether he or the linn of which he is a partner should be registered, or an alteration made in the registered particulars. In the case of a Corporation the particulars must be supplied by the Secretary if required. Failure to comply with the Board's demand is punishable by imprisonment and line (Section 10). REMOVAL OF NAMES FROM REGISTER. If a registered Firm or Individual ceases to carry on business, a Notice in the prescribed form must be filed within three months. The partners or the individual, or the hitter's personal representative in the case of his death, are responsible for the filing of the document. A fine of Twenty Pounds may be imposed for default (Section 13). On the filing of the Notice the Eegistrar mav remove the name from the Register. *r O He may also, after due notice, remove the name of any firm or individual in any case where he has reason to believe business is not being carried on. MISLEADING NAMES. Where the business name of any firm or individual contains the word " British ' or any other word which, in the opinion of the Registrar, will lead to the belief that the business is under British ownership or control, the Registrar is under an obligation to refuse to register the name if he is satisfied that the nationality of the persons by whom the business is wholly or mainly owned or controlled is at any time such that the name is misleading. It is also his duty in similar circumstances to remove any such name where it is already on the Register. Any person aggrieved may appeal to the Board of Trade, whose decision will be final (Section 14). INSPECTION OF REGISTERED DOCUMENTS. After the 22nd June, 1917 (or after such subsequent date, not being later than the 22nd September, 1917, as the Board of Trade 34 may by order direct), the Statements on the lile may be inspected by any person on pay- ment of the pivsrribi-d fee. A Certificate of Registration of any iirni or person \\ill be furnished on ))aynient of a fee not exceeding Two Shillings, and a certified copy of or extract from any Statement may also In- obtained on payment of fees at the rate of Sixpence a folio and One Shilling additional, the amount of the Inland Revenue stamp. A Certificate or certified copy will be receiv- able in evidence in all legal proceedings (Section Hi). PUBLICATION OF NAME. Important provisions as to the publication, after the 21st March, 1917, of the true names by individuals and firms to which tin- Act applies are contained in Sub-Section (1) of Section 18, which is as follows : 18. ( 1 ) After tin- expiration nf three months from the passing of this Act every Individual and Finn required l>v t)ii> Act to be registered shall, in all trade catalogues, trade circulars. showcards. and busmen letters, on or in which the business name appears and which ai'e issued or sent by the individual or iirni TO any person in anv part of His Majesty's dominions, have mentioned in legible characters ( '/ 1 In the case of an Individual, his pre>mt Christian name or the initials thereof and present surname, anv former Christian name or surname, his nationality if not Hritisli. and if his nationality is not his nationality of origin his nationality of origin : and (ft) In the case of a Firm, the present Christian names or the initials thereof and present surnames, any former Christian names and surnames, and the nationality if not British, and if the nationality is not the nationality of origin the nationality of origin of all the partners in the firm or, in the case of a Corporation being a partner, the corporate name. The expressions " trade catalogues," " trade circulars," and " business letters ' are not denned, and the meanings generally accepted will probably hold good, although many cases of doubt will inevitably arise. " Business letters ' presumably includes memoranda or informal notes delivered through the post or by messenger, but not, of course, telegrams. The definition of the word " showcards ' is ' cards containing or exhibiting articles dealt with, or samples or representations thereof ' (Section 22). The Section applies to all firms and indi- viduals specified in pp. 6 to 16, and to firms, individuals, or corporations carrying on business as nominees or trustees or as general agents, as set out on p. 16. Where large quantities of catalogues, circulars, note-headings, &c., have been printed and a considerable stock remains undisposed of when the period of three months has expired, great difficulty will be> experienced in complying with the require- ments. As a general rule, however, there should be little wastage, as impressions can 26 be taken from rubber stamps* bearing the additional matter or the papers can be passed through the press a second time. No disclosure of a change of name is required in the case of a natural-born British subject if the change took place before he attained lin- age of eighteen; or in the case of a woman whose name was changed in consequence of her marriage; or in the case of a Peer or person usually known by a British title different from his surname. Default in complying with the provisions as to publication of name renders the individual or, as the case may be, every member of the Firm liable on summary conviction for each offence to a fine not exceeding Five Pounds. It has, however, been wisely provided that no proceedings shall in England or Ireland be instituted except by or with the consent of the Board of Trade. But for this provision Firms to which the Act applies might be at the mercy of hostile persons, even though they exercised the greatest care. A few old circulars, for instance, which the partners assumed had been disposed of might be dis- tributed without the additional particulars appearing thereon, or one of the partner- when away from his office might have occasion to write an urgent business letter and be able to use only notepaper supplied at the hotel at Suitable stamps are supplied by JORKAX A SONS. I.IMITKH. 27 which he was staying. Where the default appears to the Board to be due to inadvertence it may be assumed that they would not give their sanction to the institution of proceedings. LIMITED COMPANIES AND OTHER CORPORATIONS AS PARTNERS. It will have been observed that the Act makes provision to meet cases of Firms con- sisting of Corporations as well as individuals; and it will probably not have escaped attention that the only information required to be furnished with reference to a Corporation which is a partner is the corporate name and its registered or principal office, and also that only the corporate name need be published. Such particulars are of little service, but in the case of a Limited Company further infor- mation can be obtained by searching at the Companies' Registry. All such Companies are required to render Returns showing the names, addresses, and descriptions of the Directors, the names, &c., of the members and the number of Shares held by each individual, the amount of the nominal and issued Capital, the amount of the Companies' indebtedness secured by registrable mortgages and other charges, and much other information.* * JORDAN rcLristrr under the Ke.iristration <>!' P>ii-ine>- Names Act. Any person not beinu" an enemy may be a Director of a Company or hold Shares in it, and none of the vexation- requirement- (however reasonable they may he) to which Firms are subjected particularly those relating to publication of name applies to a Company carrying on business in the ordinary way. or to its Directors or Shareholders. As is well known, Private Companies need not consist of more than two members, and special privileges were accorded to them by the Act of 1007 (now incorporated in the Consolidation Act of 1908). It is already evident that many Finns which would other- wise come within the new Act favour registration under the Companies Acts instead.* Obviously it is outside the scope of the present book to do more than mention the fact that registration under the Companies Acts offers many advantages. For more precise details the reader is referred to the various works of the Publishers on Company Law and Practice. * In the rase <>t those professions wiiosc niomlx'r.s. oitlior liv the terms of their Charter or Constitution. :ir<: juvrliicled from registration under the ( 'onip-inies Ada. this alternative is. of eour>e. nor jtvailaltle. INDEX. Abroad : Finn, having place of business in United Kingdom must register, 13. Act not a war measure solely, 6. Address: Change in, must be registered, 20. Agent for foreign firm must register, 16. Board of Trade : Consent of, to be obtained before prosecution for default in publishing of name, 26. May require particulars of registered or unregistered firm to be furnished, 22. Penalty for default, 22. Branch establishments, 10. Business : Definition of, 9. Business names : Carrying on business in two or more, 19. "Carrying 011 business for profit": Registration not required unless, 8. Ceasing to carry on business : Notice must be given of, 22. Penalty for default, 23. Removal of name from Register, 23. Certificate of Registration Must be exhibited at place of business, 20. Default, penalty for, 20. Chambers of Commerce : Advocacy of registration of firms by, 5. Change of Name My foreigner, 15. .Married woman, 14, 26. Must be registered, 14, 15. On change in personnel of firm, 12. On succession to title does not involve registration, 15, 26. Reversion of individual to original name must be registered, 15. When effected before eighteen years of age, 15, 26. Where, in case of firm, antecedent to Act registration not necessary, 15, ]G. 30 Changed Nairn : Person having, antecedent to Act must register, 7. Charitable Concern : Individual carrying on alone, it, 1 k Clii'isiiiin Name: \Vlmt is meant by, 10. Corporation : When excluded from operation of Act, 1:.'. Where, is partner in linn, S, 11. ( 'orporation Partner : Change of name of, 16. Information required in respect, of, 27. I "rath of Partner Must be registered, 20, 2'2. Default, penalty for, 23. Registration of firm name on, may be obviated, 10. Documents : Publication of true name in business, 24 to 26. Prosecution in regard to default, only with consent of Board of Trade, 26. False Statements: Penalty for, 22. Firm : Circumstances in which, must register, 6. Definition of, 11. Having- more than one trading- name, 10. Foreign Firm : Xominee or agent of, must register, 16. Circumstances in which, need not register, 1(5. Trading under proper name must register, 17. What is meant by, 16. Foreigner who has at >/ time changed name must register 1">. Individual: Circumstances in which, has to register, 7, 13. What is meant by, 13. Inspection of registered documents, 23. .Joint tenancy or purchase not "carrying on a business," 13. Large Partnerships: Disadvantages of large number of individuals trading together, 12. 31 Limited Companies : Advantages of, over registrable firms, 6, 11, 28. Exempt generally from provisions of Act, 5, 6. Private, need only consist of two members, 28. When, are required to register under Act, 11, 17. Limited Partnerships : Act includes firms registered as, 5, 11. Misleading Name : Registrar may refuse to register, or may remove from Register, 23. Money-lenders : Firms registered under Money-lenders Act, 1900, must register, 11. More than one Name : Firms trading under, must disclose all, 10. One registration only necessary, 10. Name : Antecedent to act, person having changed, must register, 7. Misleading, Registrar may refuse to register, 23. Registrar may remove from Register, 23. Publication of, in business documents, 24 to 26. Extent to which to be carried out, 24. Default, penalty for, 26. Prosecution in respect of, only with consent of Board of Trade, 26. When two or more of same, must register, 10. New Partner : Admission of, must be registered, 20. Nominee : Business carried on by, 7, 16. Must register, 16. li Not carried on for profit " : No registration if business, 8. Original Name : Reversion to, must be registered, 15. Particulars, Statement of : Fee payable on registration, 19. What, must contain, 18, It*. Who may sign, 19. Partnership: When, must be registered, 12. Place of business : Change of, must be registered, 20. Firm abroad having, in United Kingdom, K5. Residence may be, 8. What is meant by, 8. Where no regular, 8. 32 Place of business in United Kingdom : Individual abroad having, 14. Private Company : Advantages of, over registrable firm, i."v Need only have two members, 28. Professions: Inability of certain, to register as limited com- panies, 28 note. Profit : Immaterial whether or not, being made. '.. Where not carried on for, registration not necessary, N. Prosecution in regard to default i)i publication of name : Board of Trade consent necessary, 26. Receiver or Manager : As trustee in bankruptcy, 10, 17. Business carried on by, 10, 17. When, appointed by Court registration not required, 10, 17 Register : Removal of name from, 22. Who must, 6. Registration : Certificate of, 20. Must be exhibited at place of business, 20. Default, penalty for, 20. Default in, penalty for, 21. Person in, subject to disability at law, 21. Fee payable on, 19. Not necessary if place of business not in United Kingdom. K If business not carried on for profit, 8. If actual names of members of firm comprised in firm's name, 8. When effected by nominee, additional particulars regarding principal to be furnished, 19. Where to be effected, 18, 19. Registered Documents : Inspection of, 23. Residence, Private: May be regarded as place of business, 8. Society or Institution: Exemption of, 9. 11. Trustee : Business carried on by, 7, 10. 16. When appointed by Court, registration not required, 10, 17. ESTABLISHED 1863. JORDAN & SONS, LIMITED, COMPANY REGISTRATION AGENTS Telegrams AND 1 ' Certificate, Fleet, Telephone : London." LAW PUBLISHERS, Holborn 246. 116 & 117 CHANCERY LANE, LONDON, W.C. City Branch: 13 BROAD STREET PLACE, E.C. REGISTRATION OF NEW COMPANIES AND CONVERSION OF EXISTING BUSINESSES INTO PRIVATE COMPANIES. JORDAN & SONS, LIMITED, have had many years' experience in connection with the Registration of Companies and the Conversion of Businesses into Private Companies. During the War they have obtained Treasury approval of many issues of Shares and Debentures, They make a Speciality of Printing Memorandums and Articles of Association of Companies for Registration, and afterwards for supplying to Members. JORDAN & SONS, LIMITED, further render assistance in all matters connected with the Management and Winding Up of Joint Stock Companies ; make Searches and supply Information relating to Companies in England, Scotland, Ireland, and abroad ; and obtain Copies of Documents filed at the various Company and other Registries and Public Offices. FORMS. All Forms under The Companies Acts, 1908 and 1913. Deeds of Arrangement Forms under The Deeds of Arrangement Act, 1914. Probate Forms, Forms of Agreement, Wills, Deeds of Assignment for the Benefit of Creditors, Bills of Sale, Naturalization Forms, Deeds Poll Powers of Attorney , &c. Complete List of Publications, Registers, Company and other Forms, &c., sent on application. Publication of True Name In all TRADE CATALOGUES, CIRCULARS, SHOWCARDS, BUSINESS LETTERS, 6?c.. Under the Registration of Business Names Act* Alteration of Stationery by Rubber Stamp. On and after the 22nd March, 1917, all Business Letters. Catalogues, &c., issued or sent out by Firms and Individuals are required by Section 18, Sub-Section 1, of the Act to bear the true Name or Names of the Principal or Principals without any addition other than that of the true Christian Names. In the event of the nationality of any Partner not being British his nationality of origin and other particulars must be shown. It is obvious that moat business houses coming within the provisions of the Act will have considerable quantities of stationery on hand. To meet their difficulty JORDAN & SONS, LIMITKH, supply Rubber Stamps to enable existing stationery to be altered in the manner necessary to meet the requirements of the Act. On receipt of a specimen :md the requisite particulars, JOKDANS will be pleased to supply on short notice and low cost suitalilf Rubber Stamps. Registration of Business Names. JORDAN & SONS, LIMITED, supply all the Forms required under the Registration of Business Names Act, and, having a large and competent staff engaged in Agency and Registration work, undertake the effecting of registrations under the Act and the obtaining of Certificates thereof. 2 New Books and New Editions PUBLISHED BY JORDAN & SONS, LIMITED. Thirty-Third Edition (1915). Price 7s. 6d. net ; by post 8s. Id. HANDBOOK ON THE FORMATION, MANAGEMENT, AND WINDING UP OF JOINT STOCK COMPANIES. By F. GORE-BROWNE, M.A., K.C., and WILLIAM JORDAN, Company Registration and Parliamentary Agent. Witli a Special Chapter on the Effect of the AVar on Commercial Engagements. " This work has had a remarkable and well deserved success ; it ought to be in every Solicitor's office." Law Quarterly Review. " It is a book upon which the Lawyer, the Company Official, or the Layman alike can rely." Pall Mall Gazette. " For the practical use of any person interested in Companies we doubt if any book has achieved a higher reputation." Law Time*. Thirteenth Edition (1917). Royal 8vo. 4s. 6d. net ; by post 5s. COMPANY LAW AND PRACTICE: an Alphabetical Guide thereto. By HERBERT W. JORDAN, Company Registration Agent and Managing Director of JORDAN & SONS, LIMITED. "Mr. HERBERT W. JORDAN has more experience of Company Registration than any man breathing, and is therefore fully quali- fied to be a guide unto others." Financial News. " Mr. JORDAN is well known as a practical writer upon Company Law, and his handbook will supply a real want for the ever- increasing number of laymen who have to know something about companies." Law Journal. Seventh Edition (1916). Price Is. net; by post Is. 3d. PRIVATE COMPANIES: their Utility and the Exemp- tions they Enjoy. By HERBERT W. JORDAN, Author of the above. " The steps by which a business may be converted into a Private Company and the restrictions imposed thereon are succinctly stated." Law Magazine and Revieiv. 116 and 117 Chancery Lane, London, W.C. City Branch : 13 Broad Street Place, B.C. JORDAN & SONS, LIMITED, Tenth Edition (1916). Price Is. net; by jtngt Is. 3d. HOW TO FORM A COMPANY. By HERBERT \\~. .JORDAN, Author of "Company Law and Practice: an Alphabetical Guide thereto. " "Mr. HERBERT W. JORDAN has an intimate knowledge of tlie subject in all its details, and gives a variety of information not provided in the usual company reference books." Investors' Guardian. Sixth Edition (1917). Price Is. net; by jx,st ]s.3d. DEBENTURES AND OTHER CHARGES. By HERBERT W. JORDAX, Author of the ubove. " Gives in a small compass a great deal of useful information." Truth. Second Edition (1916). Price Is. net; by pout Is. 3d. THE SECRETARY AND HIS DIRECTORS. By HERBERT \V. JORDAX. Author of th.- above. "An able and lucid exposition of the important functions of a Secretary by a past-master in the legal aspects and practical business working of the Companies Acts. Should be invaluable in the pro- duction of the complete Secretary." Investor*' GuunUmi. (In the Press.) Price 6d. net ; by pos ?d. REMINDERS FOR COMPANY SECRETARIES. By HERBERT W. JORDAX, Author of the above. Sixth Edition (1917). Price 6s. net; by post 6s. Od. THE COMPANIES ACTS, 1908 and 1913, with Explanatory Xotes, Cross References, Comparative Table of Sections of the Repealed Companies Acts and the Corresponding Sections of the Consolidation Act and full Analytical Index. By D. G. HEMMANT, of the Inner Temple, Barrister-at-Law. "The annotating has been well done, and the whole forms a concise and clear guide to the Statute." IMW Times. 116 and 117 Chancery Lane. London, W.C. City Branch : 13 Broad Street Place. B.C. JORDAN & SONS, LIMITED, Sixteenth Edition (1917). (In the Press). Price 7s. 6d. net ; by post 8s. THE SECRETARY'S MANUAL ON THE LAW AND PRACTICE OF JOINT STOCK COMPANIES, with Forms and Precedents. By J AME S FITZ PATRICK, 1<\C.A. (of the Firm of -FiTZPATitiCK, GRAHAM & Co., Chartered Accountants, late Lecturer on Accountancy . to the London Chamber of Commerce), and T. E. HAYDON, M.A., of the Inner Temple, Barrister- at-La\v. " Tlio careful manner in which the requirements of Secretaries of Companies have been considered sufficiently accounts for the continued popularity of this work." Solicitors' Journal. Third Edition (1915). Price 2s. 6d. net ; ly post 2s. Wd. THE CONDUCT OF AND PROCEDURE AT PUBLIC AND COMPANY MEETINGS. By ALBERT CREW. With a Chapter on " The Art of Public Speaking ?I by GEORGE GOODES, Professor of Elocution, Regent Street Polytechnic, London. Just published. Price Is. net ; by post Is. 3d. BRIBES AND BRIBERY IN BUSINESS. By ALBERT CREW, Barrister-at-Law, Author of the above. " Very interesting and enlightening reading, and will help those engaged in business to detect more readily the illegal methods which are sometimes brought into use." Incorporated Accountants Journal. (1916). Price Is. net; by post Is. 3d. NATIONALITY AND NATURALIZATION. By WALTER BLAKE ODGERS, M.A., of Balliol College, Oxford, the .Middle Temple, and Western Circuit, Barrister-at-La\v. "Not a controversial book, but something far better a plain statement by a lawyer for laymen of the rules governing naturalization here and in other countries." Glasgow Herald. 116 and 117 Chancery Lane, London, W.C. City Branch : 13 Broad Street Place, E.G. 5 JORDAN & SONS, LIMITED, DRAFT FORMS Off anb Jlrf teles of Dissociation. Memorandum of Association in each of these Forms -*- contains all the Clauses generally in use, but the principal Objects Glauses may be extended or modified as may be thought necessary for each company. The Articles of Association in Forms A and C are comprehensive, but in Forms B and D they are intended to be supplementary to Table A of 1908. It is advisable to have copies of that Table bound up with the Special Articles, so that the whole of the Regulations governing the Company may be accessible in a convenient form under one cover. The Series of L-'orins comprises the following: FORM A. Suitable for Public Companies generally. It contains a comprehensive Memorandum of Association and a complete set of Special Articles entirely superseding Table A. FORM B. Suitable for small Public Companies. It contains a comprehensive Memorandum of Association and a set of Articles for use where Table A is adopted with modifica- tions, and includes the Clauses usually added or substituted. A copy of Table A accompanies this Form. FORM C. For use by large Private Companies. In addition to a comprehensive Memorandum of Association it contains a complete set of Special Articles superseding Table A. FORM D. For use by small Private Companies. In addition to a comprehensive Memorandum of Association it contains a set of Articles adopting Table A with modifications. A copy of Table A accompanies this Form. The price of Forms A and C is 3s. 6d. each, and of Forms B and D 2s. 6d. each ; postage 5d. extra. 116 and 117 Chancery Lane, London, W.C. City Urattch : 13 Broad Street Place, E.G. JORDAN & SONS, LIMITED, eompany and orporate . . Sketches Prepared. Specimens & Estimates Free Vandyked Gummed Wafers stocked in various Sizes and Colours. Prices from 1 -per 1 OO SEALS JORDAN & SONS, LIMITED, are noted for the artistic taste dis- played in the Seals designed and engraved by them, and for the high quality of their workmanship. In consequence of their special facilities for the rapid execution of this branch of Art they are enabled to supply Seals, where necessary, at exceedingly short notice. SEALS Engraved and Fitted to Lever or Screw Presses from 21/- Fitted to second quality Lever Press from 15/- Japanned Gases For the safe custody of Seals, with two good lever locks and duplicate keys to each, 12/6 IS/- 17/6 20/- 22/6 according to the size of Press. Seals may also be secured by a Bolt or Clamp fitted to the Press with Padlocks attached ; but this method is not recommended. Japanned Cases are far preferable when made fas these are) from good steel plate by the best workmen. They are besides as nearly as possible dust and damp proof, and are easily portable 116 and 117 Chancery Lane, London, W.C. City Branch : 13 Broad Street Place, E.G. JORDAN & SONS, LIMITED, have un-to- date Printing Works near their Head Offices, with Modern Machinery, a thoroughly Competent Staff, and special facilities for the rapid and carefut execution of orders for Catalogues, Trade Circulars, Price Lists, Letter Headings, Account Books, and Commercial Printing of every description. f rilYlYl * They make a speciality of Printing Memorandums and Articles of Association, Prospectuses, Share Certificates, Debentures, Trust Deeds, Contracts for Sale and Purchase, Reports and Balance Sheets, Notices of Meetings, Special and Extraordinary Resolutions, Bills in Parliament, Provisional Orders, Petitions, and Legal, Parliamentary, and Company Work of all kinds. Qf o -f irinOV>V ^ n ex t ens ' ve Stock of Company, Commercial, '* J and General Stationery and Office Requisites is kept at Jordans' new City branch, 13 Broad Street Place, close to Liverpool Street Station. Customers' special requirements receive particular attention. Ksfi mates will I>e airi-n for (lie I'rinllng and Pull !<;it ion of Legal, Company.