JOINT STOCK COMPANIES' 
 MANUAL. 
 
 J. D. WARDE.
 
 Poise 
 
 3 Co. 
 
 UNIVERSITY 
 
 OF CALIFORNIA 
 
 LOS ANGELES 
 
 SCHOOL OF LAW 
 LIBRARY 
 
 i 
 
 
 o 
 PQ 
 
 CO 
 
 I" 
 
 I- 
 
 Co 
 
 CO 
 
 C/D 
 
 CO 
 
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 CD 
 
 EH 
 
 GENERAL MACHINFRY DEALERS. 
 Iron and Wood Working Tools. 
 
 KNOWLES' STEAM PUMPS. MINING MACHINERY OF ALL KINDS 
 
 OIKK K AM> WOltKS 
 
 WAHKiioi si; 
 
 Esplanade, East, 38 Yonge Street 
 
 oro-woisfiTO.
 
 ADVERTISEMENTS. 
 
 CORPORATE SE^LS 
 
 I'rom $5.00 upwards, according to durability and 
 finish. We make a specialty of Hardened Brass 
 upper, and Copper lower Dies in our Seals (hence 
 our reputation as Seal Manufacturers), as all others 
 use inferior dies and counters or lower dies made of 
 Lead, which are of no account. Send for samples 
 of work for comparison with others, or apply to 
 author of this book. 
 
 Tingley &, Stewart Mfg. Co. 
 
 Manufacturers to Ontario GoTemment, 
 
 10 KING ST, WEST TORONTO. 
 
 BROWN BROS., 
 
 BTA.T10NERS, 
 
 Account Book Manufacturers, 
 
 BOOKBINDERS, POCKET-BOOK MAKERS, &g. 
 64, 66, & 68 King St. East, Toronto. 
 
 SpEt'iAL Attention given to the Manufacture of 
 
 Account Books 
 
 For Banks, Merchants, Joint Stock Companies, Insurance 
 Companies, Loan Companies, etc., etc. 
 
 On hand a full assortment of 
 
 BOOKBINDING 
 
 /// Every Style of the Art. Satisfaction Guaranteed. 
 
 BROWN BROS. - TORONTO. 
 
 Established 32 Years.
 
 ADVERTISEMENTS. 
 
 coon & buitheh, 
 
 36 KlltfC STREET WEST. 
 
 3IAINTJFA.eTUlli:il» OF 
 
 RUBBER 4 METAL HAND STAMPS 
 
 OF EVERY DESCRIPTION. 
 
 Daters, Self-Inkers, 
 
 Railroad and Banking Stamps, 
 
 CORPORATE, NOTARY & SOCIETY 
 
 SEALS. 
 
 Carvers arid (5ilde^s••^• 
 
 -^^]VIirror ^ Picture pranie ]\^aiiufacturers. 
 
 Fine Gold Work a Specialty. Re-GHclmg equal to new. 
 
 FINE ART EMPORIUM, 
 
 'Mi HiiiL' SInM't M>hI, Toroiifo.
 
 ADVEKTISEMENTS. 
 
 W. STAHLSOHMIDT & 00. 
 
 fEESTON, ONTA.RIO, 
 
 MANUFACTURERS OF 
 
 oV d^ r^' 
 
 &/ ay <o 
 
 # purpitdre # 
 
 OFFICE DESK No. 51. 
 
 No. 52-ROTARY OFFICE DESK. 
 
 Send for Neia Circular and Price List.
 
 AD\'ERTISEMENTS. 
 
 TO ARCHITECTS AND BUILDERS. 
 
 THE LATE 
 
 MR. DUNCAN FORBES' 
 
 KXiKLLENT .SVSl'K.M of 
 
 FELT AND GRAVEL ROOFING. 
 
 So tlioroutrhiy well t-stiiblisluMl, is beiii;; conducted for the estate by his son 
 WM. FURHES, who has had entire char^'e of the work for years. 
 
 We have just |)ride in iuviting you to insi)ect the work that has been intrusted to us, 
 
 noticeal)ly : - 
 
 Osgroode Hall. Hon. Frank Smith's Bldgs. U. E. Club. 
 
 Bank of Toronto. Massey Manufacturing Co. H. E. Clark & Co.'s Bulld'gs. 
 
 Bank of British N. America. Gumey's Foundry Toronto Arcade, Yonge St. 
 
 Masonic Buildings. Exhibition Buildings. Mail Buildings. 
 
 Union Depot. j Christie, Brown & Co.'s Toronto St. Railway St'bl's. 
 
 Parkkale Town Hall. I Buildings. New Bank Montreal. 
 
 Divinity School. j 
 
 ALL WORK GUARANTEED FROM 5 TO 15 YEARS. 
 ADDRESS : 
 
 :i3> i-'oirivFi^/riDHiDi^Te, 
 
 J. C- FORBES. Ezecutor for the Estate, 163 Queen Street West, 
 
 OPPOSITE AVENUE. 
 ROOFING MATERIALS WHOLESALE & RETAIL. 
 
 >. 
 
 JohnBurns&Sons' 
 
 CARRIAGE 
 
 WORKS. 
 
 104 JOHN STREET, 
 
 TORONTO. 
 
 All work manufactured 
 
 Irom thr> best material 
 
 and Onishod with 
 
 NOBLE 8l HOAR'S 
 
 'fe-^ LNULISH VARNISH.
 
 Bingham 
 
 D. BINGHAM 
 
 • • & • • 
 
 V^EBBER 
 
 R. C. WEBBEK 
 
 251 ^Ac\a<ic St. Eajt. = ^ 
 
 Toronto 
 
 The superior CATALOGUES 
 
 LATLEY ISSUED BY 
 SEVERAL LEADING MANUFACTURERS OF CANADA 
 ARE FROM OUR PRESS
 
 ADVERTISEMENTS. 
 
 SAILUIlKE'R A17D hzggee, 
 
 DIRECT IMPORTER OF 
 
 CANVAS, ROPE, TWINE, 
 
 BUNTINGS, &c. 
 
 Manufacturer of (and made to order) 
 
 I'erits, piags, JlWriirigs, Bags, jJorse ^ Waggon GoYers. 
 
 SPECIAL ATTENTION PAID TO 
 
 Awnings for Stores and iientlenicn's Residences. 
 
 Hoist Ropes, both Wire and Manilla, spliced and fitted. 
 
 YORK STREET WHARF, 
 
 TORONTO. 
 Residence— No. 399 SHERBOURNE ST.
 
 ADVERTISEMENTS. 
 
 IVI^TTBEE^V^ GUY, 
 
 MAM KACTl'RKR OF 
 
 FINE * CARRIAGES. 
 
 rprmrmr 
 
 Hearses and Landaus a specialty ; Express and Business 
 
 Waggons, Lorries, Drays, &c. 
 
 Of]icc and Salcs/n,,;// .- I 03 &. I 05 Queen Street East, 
 
 Factory : I 06 &. 110 Richmond Street East, 
 
 TOIROl^TO. 
 
 \\, \\'\Vi\d'A\\S ^\ (a^., 
 
 gtlatcvct a lib 4a4t iicrofcr^, 
 
 MANTFACTIKERS ANIl IlKAI-ERS IN 
 
 Roofing Felt 'Builders' Paper 
 
 Slaters' Felt 4 Adelaide St East, Roofing Pitch 
 
 Deafening Felt TORONTO. ^T^lJcL..^ 
 
 Carpet Paper Lake Gravel 
 
 ■iioi'iiii-rroiis or- 
 
 VS/ILLIAMS' FLAT SLATE ROOF. 
 
 -ANI> «nI,K A'ir.NTS Fon 
 
 Warren's Anchor Brand Asphalt Roofing. 
 'I i-.u-i MK )NI': r. 11.
 
 JOINT STOCK COMPANIES' 
 
 MANUAL, 
 
 For the vse of shareholders, directors and officers of com- 
 panies, AND THE GENERAL PUBLIC : CONTAINING PRACTICAL 
 INFORMATION AS TO THE STEPS TO BE TAKEN AND THE 
 PROOFS TO BE FURNISHED IN APPLYING POM 
 A CHARTER OF INCORPORATION 
 
 UNDER THE 
 
 ^ctci of the ^Jrolimce of ©ntario 
 
 1)03I1NI0X OF CANADA, 
 
 RELATING TO THE FORMATION OF 
 
 lOINT STOCK COMPANIES BY LETTERS PATENT, 
 
 TOGETHER WITH 
 
 INFORMATION RESPECTING THE ORGANIZATION, MANAGEMENT, CARRYING 
 ON AND WINDING UP OF SUCH COMPANIES, 
 
 3lnfl a numtifv of ^onn,$ and ^y-lau';5' .suitable for the xi^t thcitof. 
 
 J. D. WARDE, 
 
 OF THE PROVINCIAL SECRETARY'S DEPARTMENT, TORONTO. 
 
 THIRD EDITION, REVISED AND ENLARGED, 
 
 HUNTER, ROSE .V: COMPANY 
 
 1888.
 
 ?;^ 
 
 BY KIND PERMISSION, RESPECTFULLY INSCRIBED 
 
 TO 
 
 THE HONOURABLE ARTHUR STURGIS HARDY, QC, M.PP., 
 
 SECRETARY OF THE PROVINCE OF ONTARIO, 
 BY 
 
 fhc :2\uthov. 
 
 I w
 
 I 
 
 \ 
 
 PREFACE TO FIRST EDITION, 
 
 Having for some years, in connection with his duties in 
 the Provincial Secretary's Department, had charge of the 
 applications for charters under the Ontario Joint Stock 
 Companies Letters Patent Act, and noticing the small per- 
 centage of such applications that were in proper form, it oc- 
 curred to the writer that a work containing practical informa- 
 tion respecting the steps to be taken in the formation, incor- 
 poration and management of a Joint Stock Company would 
 be of advantage as well to intending applicants and the 
 general public, as to Directors, Shareholders and Officers of 
 existing companies. With this olject in view, the following 
 pages have been prepared. They contain such of the Acts 
 of the Letjislature 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 Let- 
 ters Patent and Supplementary Letters Patent, as now issued, 
 has been added. Chapter 150 of the Revised Statutes of 
 Ontario has been taken as the l)asis of the work, and for con- 
 venience it has been divided into Chapters or heads. 
 
 The writei' is indebted to George E. Lurasden, Esq., As- 
 sistant Provincial Secretary, for some valuable suggestions 
 as to the preparation of the woi"k. He trusts it may be found 
 of use, not only to members of the legal profession, but to all 
 interested in Joint Stock Companies. 
 
 J. D. W. 
 
 Toronto, Julv, 188 1.
 
 PREFACE TO THE THIRD EDITION. 
 
 The fiivounilile opinions expressed regarding the useful- 
 ness of this work are exceedingly gratifying to the authcji. 
 
 The Revision of tlie Statute Law of ( )ntario which has 
 iust been completed rendered another edition necessary, and 
 the occasion has been taken advantage ot" toa<ld to the work 
 new and practical suljects, including the Dominion Act re- 
 specting the incorporation of companies, the Ontario Act 
 respecting the winding up of Joint Stock companies, a lull 
 set of Bv-laws, hints as to the duties of Directors and Audi- 
 tors, the price of shares, etc., etc. 
 
 The writer wi.shes to thank Iv K 15. Johnston, Ksip, 
 Deputy Attorney-fleneral, fur his kindness in revising cer- 
 tain poitions of tlie work. 
 
 .1. I). \V. 
 
 .Mav, li-SH.
 
 TABLE OF CONTENTS. 
 
 Intkodtjctory 
 
 Chapter I.— Formation and Incorporation of Companies 
 Chapter II,— Organization and Management . 
 
 Chapter III.— Stock, Calls, etc 
 
 Chapter IV. — Miscellaneous Provisions . 
 Chapter v.— General Information 
 
 PAGE. 
 
 5 
 9 
 
 . 27 
 . 36 
 . 43 
 . 52 
 
 TABLE OF FORMS. 
 
 Preliminary. 
 
 1. Prospectus .... 
 
 2. Notice of Allotment of Shares 
 
 3. Instalment Scrip . 
 
 4. Stock Certificate . 
 
 FORMS FOR obtaining INCORPORATION BY LETTERS PATENT, 
 
 5. Notice in Ontario Gazette of intention to apply for letters 
 
 patent 
 
 6. Affidavit proving publication of notice in Gazette . 
 
 7. Petition for letters patent . . . • • 
 
 8. Power of Attorney to sign petition, etc., etc. 
 
 9. Affidavit verifying power of Attorney 
 10. Affidavit verifying signatures to petition. 
 
 6. Affidavit verifying petition .... 
 
 6. Affidavit as to name of Company .... 
 
 11.' Stock book 
 
 12. Affidavit verifying signatures to stock book. 
 
 13. Affidavit verifying copy stock book 
 
 FORMS TO INCREASE THE CAPITAL .STOCK. 
 
 14. By-law passed by the Directors 
 
 15. Affidavit verifying same and proving sanctioning thereof 
 
 16. By-law of Company regulating calling of general meeting 
 
 17. Affidavit verifying by-law 
 
 18. Notice in local newspaper ...,.• 
 
 19. Affidavit verifying same ..... • 
 18. Notice in Ontario Gazette ...••• 
 
 60 
 61 
 62 
 63 
 
 64 
 64 
 65 
 67 
 68 
 68 
 64 
 64 
 69 
 70 
 71 
 
 71 
 
 72 
 73 
 74 
 74 
 75 
 74
 
 CONTENTS. 
 
 PAG E, 
 
 20. Affidavit verifying Notice in O/i^ino (?(«€<<« . .75 
 
 19. Affidavit provin;,' due calling of meeting . • . .75 
 
 20. Atlulavit proving due calling of general meeting where no by- 
 
 law for the purpose has been passed .... 75 
 
 I'l. I'etition for Supplementary Letters Patent . . . . 7<i 
 
 22. Affidavit verifying signatures to petition .... 77 
 
 23. Nf)tice in Ontario Ga.ittv of application for Supplementary 
 
 letters patent .... ..... 78 
 
 24. AtH lavit verifying same .... ... 78 
 
 25. AtHilavit respecting hutut fhh character of increase. . . 79 
 
 TO DKCUE.VSE TIIK (AriT.XL STOCK. 
 
 The same forms are necessary as for increasing the capital, 
 and those given for that purpose may be adapted. 
 
 KOR-M.S TO INCREA.sk TIIK NUMltKK OF DIKECTOKS. 
 
 20. IJy-law of Directors increasing their number ... 80 
 15. .Affidavit verifying by-law, proving sanctioning of same and 
 
 pul>lication thereof in Ontario Gawtte .... 72 
 ]<■.. liy-law of Company regulating the calling of a general meet- 
 ing 7^^ 
 
 17. Aflidavit verifying same ....... 74 
 
 18. Notice in local newspaper calling general meeting . 74 
 
 19. .\ftidavit verifying same ....... 75 
 
 18. Notice in Ontario Oazette calling meeting .... 74 
 
 20. Affidavit verifying same ....... 75 
 
 19. Affidavit proving due calling of meeting .... 75 
 27. Notice of publication of by-law in Ontario Oazette. >^0 
 
 TO I»K(.'KKASK THE NTMIIEU OF HI llElToH-S. 
 
 The Haine foriuH are necessary as for increasing, and tlmse 
 given above may bo adapted. 
 
 KollMS l(,K lU.MOVINil < im.l ri.Ai'K OK Ill'.IINESs. 
 
 14. By law of Directors for ri'moval . . .71 
 
 15. AHidfivit verifying by-law, proving sanctioning of Hiune and 
 
 publication thereof in Onttirio Oir.ittr 72 
 10. By-law of f'f)mj(any regulating the calling of a general mt>et- 
 
 «"K 73 
 
 17. Aflidavit verifying wame ...... 74 
 
 18. Notice in local newHpaper calling general mooting. 74 
 
 19. Affidavit verifying uamo. ....... 75 
 
 18. Notice in Ontario da ill< culling general mo<!ting. 74 
 
 20. Affidavit verifying nanie. ....... 75 
 
 19. .Affidavit proving duo calling <>f mocting .... 75 
 27. Notice publishing by-law in i.hilario (la.fitf. HO
 
 CONTENTS. * 
 
 FORMS FOR CHANGING THE NAME OF A COMPANY. 
 
 PAGE 
 
 28. Notice in Ontario Gazette of intention to apply for an Order 
 
 in-Council changing corporate name. .... 81 
 
 28. Notice in local newspaper of same . . . . .81. 
 
 29. Affidavit proving publication of notice in Ontario Gazette. . 81 
 
 29. Affidavit proving publication of notice in local newspaper. . 81 
 
 30. Petition for change of name ...... 82 
 
 31 . Affidavit verifying same ....... 83 
 
 32. Affidavit verifying signatures to petition. .... 83 
 
 33. Evidence of Company's solvency ...... 84 
 
 MISCELLANEOUS FORMS. 
 
 34. Letters Patent. ........ 
 
 35. List of Shareholders ....... 
 
 36. Affidavit verifying Summary and List Shareholders. 
 
 37. Notice of granting Letters Patent — Schedule A to Act 
 
 38. Notice of granting Supplementary Letters Patent — Schedule 
 
 B to Act 
 
 39. Proxy 
 
 40. Power of Attorney to make transfers, receive dividends, etc, 
 
 To re- incorporate a company under the 72nd and 73rd sections 
 to subdivide the shares ; extend powers ; limit or increase 
 the amount that may be borrowed on debentures, or other 
 wise ; or provide for the formation of a reserve fund, forms 
 may be adapted from those given above. 
 
 84 
 87 
 88 
 50 
 
 51 
 
 88 
 89 
 
 TABLE OF STATUTES. 
 
 An Act respecting the Incorporation of Joint Stock Companies 
 
 by Letters Patent, R. S. O., Cap. 157 
 
 An Act respecting the changing of the names of incorporated 
 
 Companies, R. S. O., Cap. 178 94 
 
 An Act respecting the winding up of Joint Stock Companies, 
 
 R. S. O., Cap. 183 qq 
 
 By-laws, set of ......__ j)q 
 
 APPENDIX. 
 
 Dominion lii oislation : — 
 An Act respecting the Incorporation of Joint Stock Companies by 
 
 Letters Patent 126 
 
 Instructions for forming a company under the Dominion Act . 154
 
 INTEODUCTORY. 
 
 A Joint Stock Company is an Association of a number of 
 individuals for the purpose of carrying on some legitimate 
 business — each member subscribes and pays for shares in the 
 capital stock and the responsibility of shareholders for the 
 liabilities of a company does not extend beyond ihe amount 
 of stock subscribed for. If that be paid up in full no fur- 
 ther calls can be made ; if not fully paid up, shareholders can 
 be compelled to pay in full the sum of the shares subscribed 
 for. This lialnlity is known as " Limited Liability," and is 
 the position shareholders in Joint Stock companies, other 
 than Banks, occupy!^ 
 
 The first step usually taken in the formation of a com- 
 pany is the publication of aProspectus. This, though a com- 
 mon, is not an essential, preliminary to the promotion and 
 formation of a company. The Prospectus 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 com- 
 pany. Its advantages, prospects and the plan on which it is 
 proposed to be worked should be stated. An Application 
 for Shares is usually appended. 
 
 Subscription of stock may then be seciu-ed by means of 
 the stock book as given at page 69. The use and value of this 
 book is so apparent that it is unnecessary to say more than 
 that it binds and makes responsible the subscribers thereto. 
 When a sufficient amount of stock has been subscribed select 
 
 iThe position of shareholders in Banks differs from this and may be de- 
 scribed by the term "Double Liability" that is — the owner of five paid up 
 shares of one hundred dollars each would, in the event of the Bank's failure, be 
 liable to be called upon to pay in five hundred dollars in addition to the money 
 already invested. 
 Form 1, Post,
 
 6 INTRODUCTORY. 
 
 a small number, not les.s than live, ut" the shareholders who 
 are to be the applicants for the charter. Then prepare the 
 notice for the Ontario Gazette and the other forms required 
 for obtaining incorporation, as given at page 12. If these 
 proofs are satisfactory to the Provincial Secretary's Depart- 
 ment, the charter will issue in due course. Instalment lists 
 and scrip should be prepared for receipt of calls on the stock, 
 and a .set of By-laws for the government of the company 
 di-awii up in the form given at page 90. The charter hav- 
 ing been obtained and these preliminary matters settled, it is 
 competent to the company to commence business forthwith. 
 
 Parties having business to transact with the Provincial 
 Secretary's Department will save time an<l trouljle \>y pay- 
 ing attenticju to the following directions. 
 
 All c<»nniiuiiicatioiis on olHcial Inisiiicss sliuuM be ad- 
 dressed to 
 
 The Honoura1)le 
 
 The Provincial Secretary, 
 
 Toronto, 
 
 and the postage must be |)repaid. i^ctters mai'ked U. 11. M. 
 S. are usually sent to the Dead Letter OfHce. 
 
 The forwai'ding of any paper should always be accf)mpan- 
 ied by a letter, each letter should be confined to one subject, 
 the po.^t <iHii.-e a<ldress and date sh(jul<l lie given, and the 
 signature distinctly wiitten. 
 
 It i.s particularlv recommended that reference should be 
 made to the law, wuerc accessible, before writing on any suli- 
 ject to the Dt!j»artment, in order to avoid unnecessary ex- 
 plun;iti<»ns und useless loss (jf tinu; and labor. 
 
 It must l>e remembered that the lietti^r jiapcis aie execut- 
 ed, the .sooner the work is despatched at the otiice. 
 
 The use of foolscap paper in preparing aj)j)lications for 
 Letters Patent, etc., is strongly recommended, as being much 
 fnore convenient than larger sheets. 
 
 The JrjJMt Stock ( 'oMi|iuni<;s' Act ileclares that nt) steps 
 sliali b(« taken in any Dejiartnient tou'ai(N the issue of any 
 Letters I'atent or Suppb.'nientary Jj(!tters Patent unfit aj'tf.r 
 aU fnfM therefor have l;een duly paid. 
 
 Remittances, including, wliere necessary, charges for col- 
 lection, must be made by registered letter, or they are at the
 
 INTRODUCTORY. 7 
 
 risk of the sender. Post office orders, accepted bank-cheques 
 and drafts must be drawn payable to the order of the Pro- 
 vincial Secretary. 
 
 Notices for publication in the Ontario Gazette should be 
 addressed to 
 
 The Business Manager, 
 
 The Ontario Gazette, 
 
 Toronto, Ont. 
 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 
 to the manacrer at this rate.
 
 CHAPTER I. 
 
 FORMATION. AND INCORPORATION OF COMPANIES. 
 
 1. Citation. 
 
 2. ixterpretation of act. 
 
 3. Granting Powers to Companies 
 
 Incorporated Under Imperial 
 Acts. 
 
 4. How Incorporated. 
 
 r>. Nature of Application. 
 
 6. Petition and Contents. 
 
 7. Evidence of Petition, Notices, 
 
 &c. 
 
 8. The Letters Patent. 
 
 9. Notice of Granting Letters Pa- 
 
 tent. 
 
 10. Lieutenant Governor may change 
 
 name. 
 
 11. Certain Informalities not to 
 Invalidate Letters Patent. 
 
 12. General Powers. 
 
 13. Change op Name or Constito- 
 
 TION. 
 
 14. Supplementary Letters Patent. 
 
 15. Powers to be Subject to Act. 
 
 All Act respecting the incorporation of Joint Stock 
 Companies by Letters Patent. 
 
 (Cap. 157, 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 : — 
 
 1. — CITATION. 
 
 1. This Act may be cited as 
 Companies' Letters Patent Act." 
 
 The Ontario Joint Stock 
 
 2. — INTERPRETATION OF ACT. 
 
 2, Where the words following occur in this Act, and in 
 all letters patent and supplementary letters patent issued 
 under the .same, they .shall be construed in the manner here- 
 inafter mentioned unless a contrar}' intention appears. 
 
 1. " The letters patent " .shall mean the letters patent in- 
 corporating a company for any purpose contemplated by this 
 Act ; 
 
 2, " The supplementary letters patent " shall mean any 
 letters patent granted to the company subsequent to the let- 
 ters patent, incorporating the company ;
 
 10 JOIKT STOCK companies' MANUAU 
 
 3. " The company " shall mean the company so incorpor- 
 ated by letters patent ; 
 
 -t. " The undertaking " shull mean tlie whole of the works 
 and business of every kind which the company is authorized 
 to carry on ; 
 
 o. " Real estate " or " land " shall include all immovable 
 real property of every kind ; 
 
 G. " Shareholder " shall mean every subscriber to, or holder 
 of, stock in the company ; and extend to, and include, the 
 personal representatives of the shareholder. 
 
 3. — GRANTING POWERS TO COMPANIES INCORPORATED UNDER 
 IMPERIAL ACTS. 
 
 II. — 1. In ca.se a corporation, now or hereafter incorpor- 
 ated under the laws of the Imperial Parliament of Great 
 Britain and Ireland, desires to carry on any of its business 
 within the Province of Ontario, the Lieutenant-Governor in 
 Council may, by letters patent under the Great Seal of the 
 Province, grant to such company, and such company may 
 thenceforth use, exercise, and enjoy within the Province, any 
 powers, privileges and rights set forth in the letters patent, 
 as desired in or for carrying on the business of the company, 
 and which it is within the authority of the LicutenaMt-(!<iv- 
 emor in (Jouncil to grant to a company undir this Act. 
 
 2. No .such letters patent shall lie i.ssued until stich cor- 
 poration has deposited in the OJlice of the I'lovincial Secre- 
 tary a true co|)y of the Act of Parliauu'nt, chaid-r or other 
 instiumeiit incorp«jratirig the said com|>any, verified in the 
 manner which may be satisfactory to the Lieutenant-Ciover- 
 nor in Council. 
 
 3, 'J'he letters patent referring to such Act, charter or 
 otiier instrument as aforesaid, or a copy of such Act, charter 
 or other instrument nf<jresaid ceitifhMl under the hand ot'thc 
 Provincial Secretary, shall be suliicient evidence, in any jno- 
 ce»;fling in any court in this Province, of the incoriMnutinn of 
 the company, 
 
 1. This .section shall not apply to matters piovideil f(jr by 
 chapU-r lOH of tliesc {{evised Statutes.
 
 FORMATION AND IXCOIiPOU.VTlOX OF COMPANIES. 11 
 4 — HOW INCORPORATED. 
 
 4. The Lieutenant-Governor in Council may, by letters 
 patent un;ler the Great Seal, ^^a-ant a charter to any number 
 of persons, not less than five, who shall petition therefor, con- 
 stituting 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 
 the construction and working of Railways, and the business 
 of Insurance, other than as provided by Section 4 of the 
 Ontario Insurance Act. 
 
 The power liereby given is entirely discretionary. Although all the 
 requirements of the law have been complied with, the charter may be 
 refused. There is no absolute right to claim the grant of Letters Pa- 
 tent. When the charter is granted, it is on the express condition that 
 it may be revoked by the Lieutenant-Governor in Council on sufficient 
 grounds being shown, such as fraud, continued mismanagemenr, en- 
 gaging in improper objects or works, and generally such" conduct as 
 may be deemed injurious to the public interest. All charters are sub- 
 ject to revocation, but in order to call the attention of the corporators 
 more directly to the point, a clause is now introduced expressly stating 
 this fact. 
 
 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. 
 
 It 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 On- 
 tario may exclusively make laws in relation to matters coming within 
 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, RaUways, Canals, Telegraphs and 
 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 ; 
 
 ('•) 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 the 
 advantage of two or more of the Provinces.
 
 12 JOINT STOCK companies' MANUAL. 
 
 Sub-sec. 11. The incorporation of companies with provincial ob- 
 jecta. 
 
 Sub-aec. 10. Generally all matters of a merely local or private na- 
 ture in the Province. 
 
 Forms fuh ohtaimno incC'KI'OKation by letteiis i'atm.nt. 
 
 Notice in ihitariu Gazette of intention to apply for letters 
 
 patent Form No. 5. 
 
 Affidavit proving publication of notice in Gazette. . " G. 
 
 Petition for letters patent. ..... "7. 
 
 Power of Attorney to sign j etition, etc., etc. . . "8. 
 
 Aflidavit verifying power of Attorney. ... " 9. 
 
 Affidavit verifying signatures to petition. . " 10. 
 
 Affidavit verifying petition. ..... " 6. 
 
 Affidavit as to name of Company. .... * G. 
 
 Stock book "11. 
 
 Atlidavit verifying signatures to stock boik. . . " 12. 
 
 Affidavit verifying copy stcck book. ... " 13. 
 
 .'). — NATIUE OF Al'l'l. RATION, 
 
 t5. Tlie naiiif of the Province ot Ontario or of .some local- 
 ity therein shall constitute pait of the name of every com- 
 pany incorporated under this act, except in cases where tlie 
 Lieutenant-Oovernor in Council otlierwise direets, 
 
 6. The ii[)plieants for the letters patent must, for at least 
 four con.secutive weeks, give notice in the Ontario Gazette, 
 of their intention to a])pl3' for the .same, statinjj; therein : 
 
 (aj Tlie proposed corporate name of the company, which 
 shall not he that of any other known company, incorpoiated 
 or unincoiporated, or any name liaMe to l»u unfairly con- 
 fijiindMl tlH.-rewith, oi- othti wi.^f on pulilic ^^Moun-ls olijec- 
 tionaltlf ; 
 
 (6) 'i'he ohject for whicli its incoi poration is .sou^^dit ; 
 
 {c) The jjlace uy places witiiin the Trovince ol" Ontaiic*, 
 where its operutionH are to he curried on with spciial men- 
 tion if there be two or \nu\i- such jilaC(!H, (jf .some one of them 
 EM the chi<f ]»lace of l)Usin(s.s ; 
 
 (f/; Tin- amount <jf capital stoi U ; 
 
 {e) 'J'he numl)er of shares and amount of ( ach share ; 
 
 (/) The names in full and the address and callin;^ of each 
 <jf the ftjjplicants, with special mcritif)n of the names of not
 
 ^yj^.e. ^C 
 
 An Act respecting the litiiited liability of Incorporated 
 
 Companies. 
 
 HER MAJESTY, by and with the advice and consent of the 
 Legislative Assembly of the Province of Ontario, enacts 
 as follows : — 
 
 1. This Act applies to companies incorporated under TVie ■^^pplic^'tion of 
 Ontario Joint Stock Comjianies' Letters Patent Act, subse- Rev. Stat. 
 quently to the passing of this Act, and shall also be deemed to c. 157. 
 
 be incorporated with and added to The Ontario Joint Stock Rev. Stat. 
 Companies' General Glauses Act as regards any company incor- ^' ^'^^' 
 porated by any special Act passed after the present Session of 
 this Legislature. 
 
 2. The directors of every such company shall be jointly and Directors 
 severally liable upon every written contract or undertaking ^^.^ contracts 
 of the company on the face whereof the word " limited " or which do not 
 the words " limited liability " are not distinctly written or HabTiity?^ ^ 
 printed after the name of the company where it first occurs in 
 
 such contract or undertaking. 
 
 3. The company shall keep painted or affixed its name with Word " lim- 
 the word " limited " after the name, on the outside of every serted^on all"' 
 office or place in which the business of the company is carried notice?, etc. 
 on, in a conspicuous position, in letters easily legible ; and shall 
 
 have its name, with the said word after it, engraven in legible 
 characters on its seal, and shall have its name, with the said 
 word after it, mentioned in legible characters in all notices, 
 advertisements and other official publications of the company, 
 and in all bills of exchange, promissory notes, indorsements, 
 cheques and orders for money or goods purporting to be signed 
 by or on behalf of such company, and in all bills of parcels, 
 invoices and receipts of the company. 
 
 4. Every such company which does not keep painted or Penalty for 
 affixed its name, with the word " limited " after it, in manner precedi*ng°sec- 
 directed by this Act, shall incur a penalty of S20 for every tion. 
 
 day during which such name is not so kept painted or affixed. 
 
 5. Every director and manager of the company who know- Penalty for 
 ingly and wilfully authorizes or permits such default, shall be yfJi°\\"n"^ 
 liable to the like penalty.
 
 Penalty for G. Every director, manager or officer of the company'', and 
 
 thl!rfzi'ng*u3e every person on its behalf, who uses or authorizes the use of 
 of seal without any seal purporting to be a seal of the company, whereon its 
 ited"ou'?t name, with the said word "limited" after it, is not so engraved 
 as aforesaid, or who issues or authorizes the issue of any notice, 
 advertisement or other othuial publication of such company, or 
 who signs or authorizes to be signed on behalf of such company 
 any bill of exchange, promissory note, indorsement, cheque, 
 order for money or goods, or who issues or authorizes to be 
 issued any bill of jtarcels, invoice or repceit of the company, 
 wherein its name, with the said word after it, is not mentioned 
 in manner aforesaid, shall incur a penalty of S200 ami shall 
 also be personally liable to the holder of any such bill of ex- 
 change, promissory note, cheque or order for money or goods 
 for the amount thereof unless the same is duly paid by the 
 company.
 
 FORMATION AND INCORPOKATION OF COMPANIES. 13 
 
 less than three of their number, who are to be the first Di- 
 rectors of the Company. 
 
 Notice. — The notice must be inserted in at least four consecutive 
 numbers of the Ontario Gazette. Where the amount of the capital 
 stock does not exceed $3,000, or under the circumstances set forth in 
 Section 8,^ the notice may be dispensed with.- This rule does not ap- 
 ply to Slide, Dam and Boom Companies.^ The object of the notice'' is 
 to afford interested parties an opportunity to notify the Provincial 
 Secretary of the grounds, if any, upon which they object to the grant- 
 ing of a charter. 
 
 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 
 Council. The name should be as short as possible consistent with ex- 
 pressing generally the nature of the company, and should, except in 
 cases where the Lieutenant-Governor in Council otherwise directs, con- 
 tain 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 Victoria Skating Rink Company of Brantford," " The Brighton 
 Dairy Company," " The McCormack Manufacturing Company of Lon- 
 don (Limited)," etc. The word " Limited " must be added to every 
 corporate name wherein the name of a person is used — as for instance, 
 " The E, Harris Company of Toronto (Limited)." The use of the word 
 "Canada," "Canadian," "Dominion" or "International," or any 
 word signifying more than provincial objects, is not allowed. For the 
 use of " Royal," the consent of the Queen is required. 
 
 Object. — This may be any object within the legislative authority of 
 the Leoislature of Ontario except the construction and working of rail- 
 ways and, within certain limits, the business of insurance ; by R.S.O. 
 Cap. 161, Sec. 80, provision is made for changing Mutual Insurance 
 Companies into Joint Stock Companies under R.S.O., Cap. 157. The 
 definition of the powers sought should be clear and concise. It is 
 now contrary to the policy of the government to grant a company power 
 to carry on more than one business under rme charter ; if other powers 
 are desired, it must be shown that they are incidental and necessary to 
 the due carrying out of the citief object for which letters patent are 
 required. 
 
 1 Post. 
 
 2 Vide section 9. post. 
 
 3 Vide sec. 7, cap 1(50, R. S. U. 
 * Form No. 5, post.
 
 14 JOINT sKx K ((MI-AMKs' MANUAL. 
 
 Opernfioiis of the ('cHi/xnii/. — These ni;iy be carried mi at any place, 
 or places, within the Province. 
 
 Cliiej riacf of Bvsinesa. — This may, or may not, be at the same place 
 &B 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 have its chief place of business (i. e., head office) in the City of 
 Toronto. 
 
 Jviutuit of Capital. — 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. 
 
 AinuUHt of Share.". — The amount of the Shares will differ according 
 to the nature of the ctmpany. If the objects be popular, it may be 
 advisable to make the shares of small amount, with the view of attract- 
 ing 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. Stc. 25,^ provides for the creating and issuing of prefer- 
 ence stock which shall have preference and priority, as respects divi- 
 dends and otherwise, over ordinary stock. No pi rson can be a holder 
 of a lesa amount of stock in a company than one share ; there appears, 
 however, to be no objection to a firm owning one share. 
 
 Care should be taken to give the Christian names of the applicants, 
 in full, with their residences, legal additions or occupations. 
 
 Directorx. — These must be applicants and shartholdurs, owning stock 
 absolutely in their own right, and not in arrear in respect of any cull 
 thereon. 
 
 6. — PETITIO.N AND ( ONTKNTS. 
 
 ? . At fuiy liiiH', not luorc than one innnili idici the last 
 piihlication of the notice, the aj>[)licants may petition tlie 
 Lietitt'iiant (lOVeiiKJi-, through the I'lovincial Secretary, lor 
 the is.sue oi the letters patent; 
 
 L'. The petition nni.st .state tlie facts rei|uii-eil to he set 
 forth ill the notice, ami must fnrtlier .state the anioimt of 
 stock taken \>y each applicant, ami also the ammnit if any, 
 paiil in upon the stock of each aj»plicant 
 
 '.\. The petiti<jii nui.st al.so state whrthir the aiiimnit is 
 pai'l in ca«h or by transfer of ])rf)perty, or how o(her\vi.><e ; 
 
 4. In r.fiHi'. the petition is not si^^'tieil hy all the sharehohl- 
 ers whose names are proposed to hu inserteil in (he letters 
 patent, it shall he ac<oiii|ianie<l hy a memornii<luni ( I asso- 
 
 > r>tt.
 
 FORMATION AND INCOHPORATION OF COMPANIES. 15 
 
 elation, signed by all the persons whose names are to be so 
 inserted, or by their atttorneys, lawfully authorized in 
 writing, and such memorandum shall contain the particulars 
 required by the next preceding section; 
 
 5. The petition may ask for the embodying in the letters 
 patent of any provision which otherwise under this Act 
 might be embodied in any by-law of the company when 
 incorporated. 
 
 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 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 immediately 
 upon completion. Where delay does occur, it is usual to require an 
 explanation thereof, and in case more than a month elapses before the 
 petition is presented, an additional insertion of the notice in the Ga- 
 zette is ordinarily accepted, but for special and sufficient reasons the 
 head of the department may dispense with this. No person can be 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 legibly written, and should state (a) the 
 names in full of the petitioners, with their residences, legal additions 
 or occupations ; (6) the proposed name of the Company to be incorpor- 
 ated ; (c) its objects ; (d) the place or places in Ontario where its oper- 
 ations are to be carried on ; (e) its chief place of business ; (/) the 
 amount of its capital stock ; (pr) the number and amount of its shares ; 
 (Ji) the names of at least three directors who must all be shareholders ; 
 (i) the amount of stock taken by each of the petitioners, the amounts, 
 if any, paid in thereon, and whether they were paid in caih, by the 
 transfer of property, or how otherwise. The petition should be signed 
 by each of the applicants personally, or if, in any case, by attorney, 
 the power of attorney, duly authenticated, should accompany it. 
 Blank Forms of Petition may be obtained on application to the Secre- 
 tary'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 sub- 
 scribers duly verified, ■' and a verified copy of such stock book must be 
 
 1 Form No. 7, post. 
 -Form Xo. 11, post. 
 •^Form No. 12, post.
 
 in JOINT STOCK companies' MANUAL. 
 
 transmitted therewith, to remain on file in the Department. After 
 comparison, 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 should 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 embod}' and which, as by bj'-law, would be 
 always subject to change according to the whim or caprice of a major- 
 ity of the directors."' 
 
 H. Where a notice has been published according to tlie 
 rule.s of the Legislative Assembly for an Act incorporating 
 any company, the incorjtoration whereof" is .sought for ob- 
 jects for which incorporation is authorized by this Act, and 
 a Bill has been introduced into the A.ssembly in accordance 
 with such notice, and is subsequently thrown out or with- 
 drawn, then in case a petition to the Lieutenant-! }ovcrnor 
 for the incorporation under this Act of the company is filed 
 with the Provincial Secretary within one month from the 
 day of the termination of the Session of the Assembly for 
 which tlie notice was given, the notice may be accepted in 
 lieu of the notice required by section six. 
 
 9. The Lieutenant-Governor may dispense with the pub- 
 lication of the notice menti<jned in section six in an}' case 
 in which tin; capital of the proposed comi)any is three thou- 
 sand dollars or under. 
 
 This is intended to facilitate the formation of companies n-ijuiring 
 only a small cajiital, such as cheese, butter and dairy coini)anicfl. 
 
 7. — KVIDKNrF. OF IMTITION, XOTH'K, KTC 
 
 10. licf'ore the lottrrs patent arc issued, the applicants 
 must est^iblish U) the sntisfaction of tht; Provincial Secre- 
 tary, or of Huch other officer as may be charge<l by onier of 
 the fiicuteiiantOovernor in Tlouncil tt) report tliiireon, the 
 Htifficiency of their notice and petition, and that the proposed 
 
 >8t«|.henii' "Joint Stock CompuniiH," \>. 120
 
 FORMATION AND INCORPORATION OF COMPANIES. 17 
 
 name is not the name of any other known incorporated or 
 unincorporated company. 
 
 11. — 1. The Provincial Secretary, the Assistant Provincial 
 Secretary, or such other officer, may for the purposes afore- 
 said, or for any other purpose under this Act, take and keep 
 of record any requisite evidence in writing under oath or 
 affirmation. 
 
 2. Proof of any matter which may be necessary to he made 
 under this Act, may be made by affidavit or deposition be- 
 fore the Provincial Secretary, or Assistant Provincial Secre- 
 tary, or before any Justice of the Peace or Commissioner for 
 taking affidavits, or Notary Public, who are hereby author- 
 ized and empowered to administer oaths for that purpose. 
 
 Proof as to the notice required having been given must be furnished 
 by affidavit^ setting forth dates of insertion of such notice, with copy 
 thereof, cut from the Gazette, attached. Each signature to the petition 
 must be verified by affidavit^ made by the witness. The proof that 
 the corporate name is not that of any other known incorporated or un- 
 incorporated company ought to be made by the affidavit of one of the 
 applicants, a resident of this Province, or by a resident attorney or 
 agent.* From the nature of the subject such affidavit cannot be posi- 
 tive and should be expressed to be made to the best of the knowledge 
 and belief of the declarant. 
 
 8. — THE LETTERS PATENT. 
 
 12. The letters patent shall recite such of the material 
 averments of the notice and petition so established as the 
 Lieutenant-Governor may find convenient to insert therein, 
 and the Lieutenant-Governor, may, if he thinks fit, give to 
 the company a corporate name different from the name pro- 
 posed 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 letters patent, are 
 of a similar character to those contained in the notice pub- 
 lished as aforesaid. 
 
 1 Form 6, post. - Form 10, post. ' Form G, post.
 
 18 JOINT STOCK companies' MANUAL. 
 
 lu case a company has given notice under a name to which reason- 
 able objection has been, or may be, taken, this clause provides for 
 avoiding the delay that would be caused by giving a new notice. 
 
 A copy of the form of letters patent is given hereafter.^ 
 
 9. — NOTICE OF (iHANTlV(; LETTERS I'ATENT. 
 
 Hi. Xotiee of the granting of the letters patent shall be 
 forthwith given by the Provincial Secretary, in the Ontario 
 Gazetft\ in the form of the schedule A to this Act ; ami from 
 the (lute 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 (Uizdtc without charge to the applicants. 
 10. — LIEUTENANT-GOVERNOR MAY CHANGE NAME. 
 
 II. In case it is made to appear that any company is in- 
 corporated under a name, the same as or similar to, that of 
 an existing company, it shall be lawful for the Lieutenant- 
 Governor in Council to direct the issue of Suj)plrmentary 
 letters patent reciting the former letters, and changing the 
 name of the company to some other name to be set forth in 
 the Supjjlcmcntary letters patent; and no such alteration 
 of namt" shall atii-ctthc i-ights or obligations of tin' company ; 
 and all proceedings may Ijc continMe(l and commenced by or 
 against the C(jmpany by its new name, that might have been 
 continued or commenceil I'V or against tin; eompany by its 
 former name. 
 
 2. 'I'he High (Jouit may compid an appliealion under tliis 
 section wltenever a company impropeily assumes the name 
 of, or a name similar to, that of an existing coiii|iariy. 
 
 Th« company whuMn name is thus chaiiKcd in tliat hiHt incorpurated, 
 the earlier oiiijiaiiy having a right te retain itn name, while no com- 
 pany iiubH<-(|uuntIy incorporated has a right to asstime a name so siiui- 
 lar to that I'f nn existing cnmi>any ns to endanger one being mistaken 
 for the i.tfier 
 
 Thun in //■/./i.i v. Unhnrn Mitnufurluriini Coiiifiini]/, in the United 
 SlAtes, it wiM decided, that whore the name of a m.iiiuraoluring cor- 
 
 • Form ;M, po>l.
 
 FORMATION AND INCORPORATION OF COMPANIFS. 19 
 
 poration had beeti used to designate tke origin and ownership of the 
 goods manufactured by it, such use of its name would be protected to 
 the same extent, and upon the same principle that individuals are 
 protected in the use of trade marks. ^ 
 
 11. — CKUTAIN INFORMALITIES NOT TO INVALIDATE 
 LETTERS PATENT. 
 
 15. The provisions of this Act relating to matter prelimi- 
 nary to the issue of the letters patent shall be deemed 
 directory only ; and no letters patent or supplementary let- 
 ters patent issued under this Act shall be held void or void- 
 able, on account of any irregularity in any notice prescribed 
 by this Act, or on account of the insufficiency or absence of 
 such notice, or on account of any irregularity in respect of 
 any other matter preliminary to the issue of the letters 
 patent or supplementary letters patent. 
 
 12. — GENERAL POWERS. 
 
 16. 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 requisite to the carrying 
 on of its undertaking, as though the company had been in- 
 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. 
 
 lo. — CHANGE OF NAME OR CONSTITUTION. 
 
 By Sec. 7'of Cap. 178, entitled an "Act respecting the Changing of 
 the Names of Incorporated Companits," that Act is declared to apply 
 to any company incorporated under the Joint Stock Act, if such com- 
 pany has made or makes an application thereunder. In such case the 
 following steps are necessary : 
 
 1 Stephens, p. 147.
 
 20 Joint stock companies" manual. 
 
 The company sliuuld petition the Lieutenant-Governor in Council, 
 setting forth the facts, and stating : 
 
 1. That the company is desirous of changin^f its name from . 
 to ... . 
 
 2. That the proposed name is not the name of any other known 
 incorporated or unincurporate>l c impany. 
 
 3. That the company is in a solvent condition. 
 
 4. That the change desired is not for any improper purpose. 
 
 If the applicants are a trading corporation or company carrying on 
 a businesfl for profit. 
 
 6. That notice^ of the intention of the company to apply for a change 
 of name has been inserted for four weeks in the Or.tarin Gaxettc, and 
 in a newspaper published in the locality in which the operations of the 
 company are carried on. 
 
 These facts should be verified by affidavit. The petition should be 
 signed by the president and secretary, and sealed with the company's 
 seal. Evidence of the solvency of the company should be furnished 
 by a balance-sheet or other satisfactory statement of the affairs thereof. 
 
 FORMS FOR CHANOINO THK NAME OF A COMrANY. 
 
 Notice in Ontario dazi^tte of intention to apply for an 
 
 ()rder-in-Council changing corporate name. . Ftirm No. "JS- 
 
 Notice in local newspaper of same. .... " 28. 
 
 Afliddvit proving publication of notice in Onturiu Giuette. " 29. 
 
 Affidavit proving publication of notice in local newspaper. " 21>. 
 
 Petition for change of name. ..... " '.W. 
 
 Affidavit verifying same. . '■ 'M. 
 
 .•\ffidavit verifying signatures to petition. ... :<2. 
 
 Kvidt-ricc of Cotiipaiiy's solvency. '.V^. 
 
 17. Tlu; (liructor.s of Lhu company may at any Liniu make 
 a l^y-law .sub-dividing the exi.stinj,' shares into shares of 
 smaller umouiit. 
 
 IH. 'I'Im- directors of tlie company, at any time after nine- 
 tenths of the capital stock of tlie comp.my has heen taken 
 up, and ten ])er centum thereuj)on paid in, hut not sooner, 
 may nuike a liy-law for increa-sin/.^ the capital .stock of the 
 company to any amount which they consider requisite for 
 t)>e due carryin;,' out of the ol)jeets of the company ; 
 
 The hy-lawVshall «leelare the number and value of the 
 share« of the new stock, and may prescribe tlio iiiMmicr in 
 
 • K<irin 2H, )iint. -Foriii 1 1, /»'M^
 
 FORMATION AND INCORPORATION OF COMPANIES. 21 
 
 which the same are to be allotted, otherwise the contiol of 
 such allotment shall be held to rest absolutely in the direc- 
 tors. 
 
 FOKMS TO INOREASK THK CAPITAL STOCK. 
 
 By-law passed by the Directors. .... 
 
 Affidavit verifying same and proving sanctioning thereof 
 
 By-law of Company regulating calling of general meeting 
 
 Affidavit verifying by-law 
 
 Notice in local newspaper 
 
 Affidavit verifying same. 
 
 Notice in Ontario GuzetU 
 
 Affidavit verifying same. 
 
 Affidavit proving due calling of meeting. 
 
 Affidavit proving due calling of general meeting where 
 no by-law for the purpose has been passed . 
 
 Petition for Supplementary Letters Patent. 
 
 Affidavit verifying signatures to petition. . 
 
 Notice in Ontario Gazette of application for Supplemen- 
 tary letters patent 
 
 Affidavit verifying same 
 
 Affidavit respecting bona fide character of increase. 
 
 19. With regard to the increase of the capital stock of 
 any company kicorporated under the Act authorizing the 
 Granting of charters of incorporation to manufacturing, 
 mining and other companies, passed in the 27th and 28th 
 years of the reign of Eer Majesty, chaptered 23, the incor- 
 poration of which is subject to the control of the Legislature 
 of Ontario, the Provincial Secretary, or such other officer as 
 may be named for the purpose, is not bound to sign the 
 notice mentioned in sub-section 18 of section 5 of the said 
 Act and is to exercise his discretion in respect of the same, 
 in view of all the facts, and subject to the direction of the 
 Lieutenant-Governor in Council. This section is to be con- 
 strued as declaratory of the intent, meaning and effect of 
 the said sub-section. 
 
 •20. The directors of the company, if they see fit at any 
 time, may make a by-law for decreasing the capital stock of 
 the company to any amount which they may consider .suffi- 
 
 Form No. 
 
 14. 
 
 (( 
 
 15. 
 
 " 
 
 16. 
 
 11 
 
 17. 
 
 ( > 
 
 18. 
 
 t( 
 
 19. 
 
 i( 
 
 18. 
 
 t ( 
 
 20. 
 
 .1 
 
 19. 
 
 (( 
 
 20. 
 
 (( 
 
 21. 
 
 (( 
 
 22. 
 
 (( 
 
 23. 
 
 (1 
 
 24. 
 
 <( 
 
 25.
 
 22 JOINT STOCK companies' MANUAL, 
 
 cient for the due airryiiig out of the undertaking of the 
 company, an 1 advisable ; 
 
 TO I>KCREASE THK ('Al'lTAL STOCK. 
 
 The saiuj forms are neceaaary aa for increasing the capital, and 
 those given for that purposj may be adapted. 
 
 '2. The 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 ; 
 
 *}. The liability of shareholders to persons who were, at 
 the time of the re<luction of the capital, cre<litors of the 
 company, shall remain as though the ca})ital had not been 
 decreased. 
 
 ^1. No ])y-law for increasing or decreasing the capital 
 stock of the company, or sub-dividing the shares, shall have 
 any force or effect until after it has been sanctionetl by a 
 vote of not less than two-thirds in value of the .shareholders 
 at a general meeting of th.e company duly called for consid- 
 ering the same, and afterwards confiiiiK'd by suppicintMitary 
 letters j)atent. 
 
 ii*Z. At any time not moie tlian si.\ months after the 
 .sanction of such by-law, tlie directors may petition' the 
 Lieutenant-Governor, through the Provincial Secretaiv, for 
 the issue of suj)|tlt'm"'ntary letters ])at(Mit to confirm the 
 siini! : 
 
 2. With til'- jietitjon Ihey shall pi-odufe the b\-law, and 
 establish t(j the satisfaction of thi- I'lovincial S cretaiy, oi- 
 of such other ollicer as may be chargt.'d by order of th(^ 
 Lieutenant-(iovernor in Council to report there<»n, the (bie 
 pasH.'igr; and sanction "f the by-law, and if the |m| it inn is 
 in respect of increa.s(; or decrease of capital, the Ihuki j'nlr 
 c}iara<"ter of the increa-se or decrea,s(; of ca|tital tliereliN' pro- 
 vidt.'d for, and except a.s herein otherwise provide.! that no- 
 
 ' Form No. '2\, /<"«/.
 
 FORMATION AND INCORPORATION OF COMPANIES. 23 
 
 tice of the application for supplementary letters patent ha? 
 been inserted for four consecutive weeks in the Ontario 
 Gazette ; 
 
 3. Where the capital of the 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 the application. 
 
 Proof of the By-law having been duly passed by the directors and 
 sanctioned by a vote of two-thirds in value of the shareholders, together 
 with the dates of the making and sanctioning thereof, and of the meet- 
 ing having been duly called, must be furnished by affidavit. The 
 original by-law must be produced by the directors with their petition. 
 "When 'the capital is increased, the new shares must be of the same 
 amount as the old. A copy of the company's by-law, if any, regulating 
 the calling of general meetings and 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 four issues of the Ontario Gazette must be furnish- 
 ed by affidavit setting forth the dates of such notice with a copy there- 
 of, 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 ^,000. 
 
 515. A company incorporated under this Act may by By- 
 law increase 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 acteil i1[i)on unless it is sanctioned by a vote of not less 
 than two-thirds in value of the shareholders present, in per- 
 son or by proxy, at a general meeting duly called for con- 
 sidering the By-law, nor until a copy of the By-law has 
 been certified under the seal of the company to the Provin- 
 cial Secretary, and also has been published in the Ontario 
 Gazette. 
 
 A copy of the company's by-law, if any, regulating the calling of 
 general meetings and of the notice calling the meetings, duly verified, 
 shou'.d be furnished. 
 
 Proof that the by-law was properly sanctioned and that the meeting 
 was duly called must be given by affidavit. A copy of the By-law
 
 24 JOINT STOCK companies' MANUAL. 
 
 under the company's seal and duly verified must be transmitted to the 
 Provincial Secretary, with proof that the By-law was published once in 
 the Ontario Oiuette. A copy of the notice, out from the Gazette, must 
 be attached thereto. 
 
 FORMS ro lyCREASE THE NDMBEU OF DIRECTOBS. 
 
 By-law of Directors increasing their number . . Form No. 20. 
 Affidavit verifying by-law, proving sanctioning of same 
 
 and publication thereof in Ontario Gazette. . " 15. 
 By-law of Company regulating the calling of a general 
 
 meeting ........ " 1<). 
 
 Affidavit verifying same. . . . " 17- 
 
 Notice in local newspaper calling general meeting. " 18. 
 
 Affidavit verifying same " 19. 
 
 Notice in Ontario Gazttte calling meeting ... "18. 
 
 .Affidavit verifying same "20. 
 
 Affidavit proving due calling of meeting. ... "10. 
 
 Notice of publication of by-law in Ont'iriu Gazette. . "27. 
 
 TO DEtKEASE THE Nt'MIJEK OF DIREtJTOR.S. 
 
 The same forms are necessary as f«jr increasing, and those given 
 above may be adapted. 
 
 FORMS FOR RKMOVIM; CHIEF PLACE OF liUSINE.SS. 
 
 Bylaw of Directors for removal. .... Form No. 14. 
 
 Affidavit verifying by-law, proving sanctioning of same 
 
 and publicati(jn thereof in Ontario Gazette . . " 15. 
 By-law of Company regulating the calling of a general 
 
 meeting ........ " !<>• 
 
 Affidavit verifying Hame "17. 
 
 Notice in local nowspafjor calling general meeting. " 18. 
 
 Affidavit verifying same " l'.». 
 
 Notice in '>/'''<»i'> ^'«<;«;<<»' calling general meeting. 18. 
 
 Affidavit verifying Hanii- " '-(>. 
 
 AHidavit [(roving duo calling of meeting. ... " 1'*. 
 
 Notico publishing by-law in Ontario Gazette. 1.'7. 
 
 •2<» In case u resolution, untliori/in-^'an iipplicuLion Lo the 
 Lit;nt<:niint-(i<A'ernor therefor, i.s passed by a vote of not 
 IcHM than two-thinl.s in vuhie of the sharehohlers present in 
 person or \>y pro.xy at a general meeting of the company, 
 (Inly called for considerin;^ the sniijcct of such resolution, tlic 
 Lient<."nant-(iovernor in (Council may from time to tim<! di- 
 rect the iHMUe of «nppl<'m(;ntary letters pat<Mit to the com- 
 pany, emhracin:,' an}- or all of flic following,' matters ; —
 
 FORMATION AND INCORPORATION OF COMPANIES. 2o 
 
 1. Extending the powers of the company to any objects, 
 within the scope of this Act, which the company may desire ; 
 
 This does not empower companies to obtain supplementary letters 
 patent for objects totally different from those set out in the original 
 charter. There must be some degree of similarity in the new objects 
 as compared with the former. For instance, a company known as the 
 " London Creamery Company " could not by supplementary letters 
 and under the same name acquire the right to do a mining business. 
 
 2. Limiting or increasing the amount which the company 
 may borrow upon debentures or otherwise ; 
 
 3. Providino: for the formation of a reserve fund ; 
 
 4. Varying any provision contained in the letters patent, 
 so long as the alteration desired is not contrary to the pro- 
 visions of this Act ; 
 
 5. Making provision for any other matter or thing in re- 
 spect of which provision might have been made by the ori- 
 ginal letters patent. 
 
 27. The 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 
 be given in the Gazette or otherwise, and the nature of such 
 notice, and he may in any case dispense with notice. 
 
 To reincorporate a Company under the 72nd and 73rd sections ; to 
 sub divide the shares ; extend powers ; limit or increase the 
 amount that may be borrowed on debentures or otherwise ; or 
 provide for the formation of a reserve fund, forms may be 
 adapted from those already given. 
 
 14. — SUPPLEMRNTARY LETTERS PATENT. 
 
 23. Upon due proof so made the Lieutenant-Governor in 
 Council may grant such supplementary letters patent^ un- 
 der the Great Seal ; and notice thereof shall be forthwith 
 o-iven by the Provincial Secretary in the Ontario Gazette, 
 in the form of the schedule B to this Act; and thereupon, 
 from the date of the supplementaiy letters patent, the 
 
 1 Form No. 34, post. 
 B
 
 20 JOINT STOCK companies' MANUAL. 
 
 shares shall be sub-divided, or the capital stock of the com- 
 ]ianv sliall be and remain increased, or decreased, as the case 
 iiiav l>e, to the amount, in the manner, and subject to the 
 eunditions set forth by such by-law ; and th.e whole of the 
 stock, as so increased or decreased, shall become subject to 
 the provisions of this Act, in like manner (so far as may be) 
 as though every part thereof had formed \y,\rt of the stock 
 of the company orii,dnally subscribed. 
 
 24. Sections lis and 20 to 23 of this Act shall apply to 
 everv company which has been incorporated by a special 
 Act for purposes or objects w^itliin the scope of this Act. 
 
 15. — POWERS TO HE SUIUECT TO ACT. 
 
 5J8. All powers given to the company by the letters 
 patent, or supplementary letters patent, shall be exercised 
 subject to the jtrovisions and restrictions contained in tliis 
 Act.
 
 CHAPTER II. 
 
 ORGANIZATION AND MANAGEMENT. 
 
 1. Directors. 
 
 2. Meetings. 
 
 3. Powers op Directors. 
 
 4. By-Laws. 
 
 5. Books to be Kept, 
 
 6. Statement OF Affairs to be MADE. 
 
 1. — DIRECTORS. 
 
 21>. The affairs of every such company shall be managed 
 by a Board of not less than three directors. 
 
 The directors are appointed to direct and manage the affairs of the 
 company ; collectively they form a board of directors. To make a 
 legal board of directors they must meet at a time when and a place 
 where every director has the opportunity of attending to consult and 
 be consulted with. They are required to use due diligence and give 
 attention to the concerns of the company, and are bound to a faithful 
 discharge of the duty which the situation imposes. They are liable 
 to the stockholders whenever there has been gross negligence or fraud, 
 but not for unintentional error. ^ 
 
 30. The persons named as directors, in the letters patent, 
 shall be the directors of the company, until replaced by 
 others duly appointed in their stead. 
 
 31. No person shall be elected or appointed as a director 
 thereafter, unless he is a shareholder, owning stock abso- 
 lutely in his own right, and not in arrear in respect of any 
 call thereon. 
 
 32. 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 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. 
 
 351. In default only of other express provisions in such 
 behalf, by the letters patent or by-laws of the company; 
 
 iThring.
 
 28 JOINT STOCK companies' MANUAL. 
 
 1. Such elections shall take place yearly, all the members 
 of the board retiring, and (if otherwise cjualitied) being eli- 
 gible for re-election ; 
 
 No By-law for the payment of the president or any director, shall be 
 valid or acted upon until the same has been contirnied at a general 
 meeting. ^ 
 
 2. — MEETINGS. 
 
 In default only of other express pvovisions in such belialf 
 by the letters patent or b^'-laws of the company. 
 
 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 
 mav be to the office or chief place of business of the com- 
 pany, and also in the case of companies having a capital ex- 
 ceeding S3,0()0, 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 ; 
 
 3 At all general meetings of tlie company, every share- 
 holder shall be entitle<l to as many votes as he owns shares 
 in the company, and may vote by proxy ; 
 
 4. Elections of directors shall be )»y ballot; 
 
 5. Vacancies occurring in the board of directors may, \in- 
 leBs the V)y-lawH otherwise diiect, be filled fur the unexpired 
 remainder of the term, by the l»oard, from among tlic <|uali- 
 fit.'d shareholders of the company ; 
 
 C. The directors shall, from liiiic to tiim*, ilcct fiom 
 among themselves, a president of the company ; and shall 
 also name, and may rfinove .it jdeasurc, all other oHicers 
 theii'of. 
 
 Ill If at any time an election of direetuis is not made, or 
 does not take ett'ect at the proper time, tin; company shall 
 not be held to be tliereby (Jissolved ; Imt such election may 
 take place at any general m(M-ting of the company <luly eall- 
 ed for that j»urpf)se ; and the retiring directors slmil continui; 
 in office until tlieir .successors are elected. 
 
 1 Vide S«c. 4.», T""'-
 
 ORGANIZATION AND MANAGEMENT. 29 
 
 39. One-fourth part in value of the sliareholders 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 requisition and notice as they may issue to 
 that effect. 
 
 49. 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. 
 
 36. 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. 
 
 37. The directors may, from time to time, make by-laws 
 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 payment thereof ; the issue and registration of certifi- 
 cates of stock; the forfeiture of stock for non-payment; 
 the disposal of forfeited stock and of the proceeds thereof ; 
 the transfer of stock ; 
 
 (6) The declaration and payments of dividends ; 
 
 (c) The number of 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 company ; and their remuneration ; 
 
 (e) The time at which, and place where, the annual meet- 
 ings of the company shall be held ; the calling of meetings, 
 regular and special, of the board of directors, and of the com- 
 pany ; the quorum ; the requirements as to proxies ; and the 
 procedure in all things at such meetings ; 
 
 (/) The imposition and recovery of all penalties and for- 
 feitures admitting of regulation by by-law ; and 
 
 (g) The conduct in all other particulars of the affairs of 
 the company ;
 
 30 JOINT STt)CK companies' MANl'AL. 
 
 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 the meantime confirmed 
 at a general meeting of the company, duly called for that 
 purpose, shall only have force until the next annual meeting 
 of the company ; and in default of confirmation thereat, 
 shall, at and from that time only, cease to have force ; and in 
 that case no new liy-law to tlie same or like effect, shall have 
 any force, until confirmetl at a general meeting of the com- 
 pany. 
 
 158. 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 
 directoi*s ma\' b(nrow money upon the credit of the com- 
 f)any, and issiie the bonds, deV)enturcs, or other securities of 
 the company, and may sell the said bonds, debentures or 
 other securities at such prices as may be deemetl expedient 
 or be necessary; but no such debenture shall lie tor a less 
 sum than one hundred dollars ; 
 
 2. The director's may, under the like sanction, liypothe- 
 
 cate, mortgage, or jjledge the real or personal I'lojierty of 
 
 the company, to secure any sum or sums borrowed tor the 
 
 purposes thereof. 
 
 4. — IIY-LAWS.' 
 
 'lO. A coj)y of any l)y-law of the company, under its 
 seal, and jiurporting to be signed by any officer of the 
 company, shall be received as prima facie e-vidence of such 
 by-law in all ( 'ourts in Ontario 
 
 See alsf) I»a{{<? 'J'.l, fur iioworM >.f (iirrctmH to iiiiiki' hy Iiiwh. 
 '). — HOOKS K) UK KKl-l". 
 
 •50. Till' e()iii|iaiiy hIimII cause a book or books to bo kept 
 by the secretary, or l)y sijuk; other ollicer espeeijilly charged 
 with tliat duty, wherein shall be kept n.cor(h;d : 
 
 ' Fur ••t "f \>y \mw» miitAlilv for ciiiii|>any'it tine non infra.
 
 ORGANIZATION AND MANAGEMENT. 31 
 
 (a) A copy of the letters patent incorporating the com- 
 pany, and of any supplementary letters patent issued to the 
 company, 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 ; 
 
 (/) All transfers of stock, in their order as presented to 
 the company for entry, with the date and other particulars 
 of each transfei", and the date 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. 
 
 53. 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. 
 
 54. Such books shall be prima facie evidence of all facts 
 purporting to be thereby stated, in any action or proceeding 
 against the company or against any shareholder. 
 
 55. 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.
 
 32 JOINT STOCK COMPAMKS' MANUAL. 
 
 56. Any director or otiicer 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 ag- 
 grieved the sum of one hundred dollars ; and in case the 
 amount is not paid within seven days after the recovery of 
 judgment, the court i» whicli the judgment is recovered, or 
 a judge thereof, may direct the imprisonment of the offend- 
 er for any period not exceeding three months, unless the 
 amount with costs is sooner paid. 
 
 The»e sections contain all the provisions of the act directly concern- 
 ing the books of the company. As a matter of course and necessity, 
 every enterprise of any importance, whether individual or associate, 
 must include books in which a record of its proceedings and of its 
 affairs is kept. But particularly so in connection with Joint Stock en- 
 terprises, in which the means of a lesser or greater number of persons 
 taking no active part in the management of its atlairs and who are de- 
 pendent upon such books for a knowledge of its affairs, are involved ; 
 and also where the liability of the members individually towards the 
 creditors of the enterprise is limited to the amount unpaid on their 
 shares. These causes together render the keeping of books by Joint 
 Stock Companies a matter of so much importance that the legisla- 
 ture has not only made it compulsory to keep such books, but has 
 described in detail what such books shall contain and exhibit, and im- 
 posed penalties for neglect of such provisions. ^ 
 
 G. — STATEME.N'T Ol' AFFAIRS TO UK .MADK. 
 
 57. Mvery company incorporated under this Act shall, «>n 
 or bi.'fore the first day of February, in every year, make a 
 list in duprK;atc verified us is hereinafter re(|uired of all i)er- 
 soris who on the thirty-first d.i}' of r)t'eember previou.sly, 
 were shareholders of the' eoiiipauy ; and such list shall state 
 thi- names alphalietically arraii'4t!<l, and the aildn^sses and 
 callings of all hucIi person.s, the aniDuut of stock lieM Ity 
 them, and the amount unj)aid thcrefjii ; atnl sliall also make 
 out a summary in duplicate verified as hereinafter reipiired, 
 of the state of the affairs of the company, on the thirty-first 
 day of December preceding. '2. The summary shall contain 
 the following jiartieulars :
 
 ORGANIZATION AND MANAGEMENT. 33 
 
 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 ; 
 
 Thirdly, The number of shares taken from the commence- 
 ment of the company up to the thirty-first day of December 
 preceding the date of the summary ; 
 
 Fourthly, The amount of stock (if any) issued free from 
 call ; if none is so issued, this fact to be stated ; 
 
 Fifthly, 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 ; 
 
 Tiuelfthly, 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) Every company so long as it carries on the business 
 of warehousing crude petroleum shall add the following ad- 
 ditional particulars in the summary : — 
 
 (a) The total quantity of crude petroleum actually held 
 by the company for the purpose of answering 
 transportation and warehouse receipts, accepted 
 orders, and certificates of crude petroleum. 
 (5) The total quantity of crude petroleum in respect of 
 which the company as warehousemen or carriers 
 are liable to make delivery to other persons. 
 4. The list and summary, and every duplicate thereof re- 
 quired by this Act, shall be written or printed on only one 
 side of the sheet or sheets of paper containing the same ;
 
 34 JOINT STOCK companies' MANUAL. 
 
 5. The list aiul siuiunary sliall be verified by the atiidavit 
 of the president and secretary, and if there are no such otfi- 
 cei-s, 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 may require ; 
 and if the president or secretary does not make or join in 
 the affidavit, tlie reason thereof shall be stated in the sub- 
 stituted affidavit ; 
 
 6. One of the duplicate 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 Febru- 
 ary ; and the company shall keep the same so posted, until 
 another list and summary are posted under the ]>rovisions 
 of this Act ; and the other duplicate list and summary, veri- 
 fied as aforesaid, shall be deposited with the Provincial 
 Secretary, on or liefore the eighth day of February next, 
 after the time hereinbefore fixed for mukiiii,^ the .summary. 
 
 7. If a company makes default in i-omplyiuL,' with the pro- 
 visions of this section, the company shall incur a penalty of 
 twenty dollars for every day during which the default con- 
 tinues, and eveiy director, manager or secretary of the com- 
 pany, who knowingly and wilfully authorizes or jjermita 
 such default, shall incur the like penalty. 
 
 8. This section .shall not apply to any company until the 
 first day of Febiuary m^xt after the first thirty-first day of 
 I>eceml>er, after the conii»aMy has bcm organized, or has 
 g«jne into actual opeiation, whicln-vei- ^hall first happen, an<l 
 shall not b<; held to ap|)ly to any comj^any which iiasceas('<l 
 to carry on busineHs : and upon its being proved that any 
 company U> which this Act a|»pli('s did not transjict any 
 Vjusine.HH Cother than the paymiiit of taxes or the making of 
 a return, or tlio furnishing of uny list, stjitement, or other 
 information to the Oovermm nt of Ontario, or to any oflirer 
 or d»-partm<-nt thereof; during tht^year for which it isallcgt.'d 
 a return in acfoidain-e with the n^quirementsof law has not 
 bff'ti inadf, -lUch rf)tiij»any shall In; deemed tn have ceased to 
 cany on bu.sinesH within the meaniiig of this subsection.
 
 ORGANIZATION AND MANAGEMENT. 35 
 
 Blank forms of summaries, lists and affidavits are forwarded annual- 
 ly to companies by the Secretary's Department in ample time for mak- 
 ing the return. The sheets should be fastened with a clip, or pin, not 
 gu°mmed together. Chapter 180, provides that no action for default 
 in making return shall be maintained after receipt of return by proper 
 officer, and also limits the amount of the penalty that may be recovered 
 for default.
 
 CHAPTER III. 
 
 STOCK, CAl LS, ETC. 
 
 1. NATfRE OF Stock. j 7. Li ability of Execvtors. 
 
 2. Allotment OK .Stock. | 8. Rights of Execltohs. 
 
 3. Creai ion of Preference Stock. 1>. Calls. 
 
 4. Sale AM) Transfer ok Stock. 10. Action for Calls. 
 
 .I. Liability of Cumtany in respect 11. Forfeiture of Shares. 
 
 OF Trusts. 12. Dividends. 
 
 G. LiABiLiTT of Shareholders on | 
 
 Stock. 
 
 1.— NATURE OK STOCK. 
 
 11. 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 
 prescriljed. 
 
 2. — ALLOTMENT OF STOCK. 
 
 VZ. If the letters patent make no other definite provi- 
 sion, the stock of the company, so far a« it is not allotted 
 thereby, shall Ite allotte<l when and as the directors by by- 
 law or otherwi.stj orilain. 
 
 lit .\'o iiy-law for the allotment or .sale of stock at any 
 greater discount or at any less premium than what has iteen 
 previously authorized at a general meetinj,', or for tlie pay- 
 ment of the presi<lent or any director, shall bo valid or 
 actt;d upon until the same has bben confirnKMl at a griieral 
 meetinj^. 
 
 3 — (MCEATION OF rKLFKUENCK STOCK. 
 
 iM '{'he directors of any company incorporated uiirltr 
 this A(;t or any other general Act of tiiis proviiicc, for the 
 incorporation of fompanies by letters patent, may make a 
 by-law for cif-ating and issuing any partof thn capital stock 
 as pref»,Tf'n''c stuck', giving tin- s;niic such jircfcii'tictr and
 
 STOCKS, CALLS, ETC. "37 
 
 priority, as respects dividends and otherwise, over ordinary 
 stock, as may be declared by the by-law ; 
 
 (2) The 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 directors, or may give 
 them such other control over the affairs of the company 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 
 shareholders of the company ; 
 
 (4) Holders of such preference stock shall be shareholders 
 within the meaning of this Act, and shall in all respects 
 possess the rights and be subject to the liabilities of share- 
 holders within the meaning of this Act, provided, however, 
 that in respect of dividends and otherwise they shall, as 
 acrainst 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. 
 
 4.— SALE AND TRANSFER OF STOCK. 
 
 48. No share shall be transferable until all previous 
 calls thereon have been fully paid in, or until declared for- 
 feited for non-payment of calls thereon. 
 
 51. The directors may refuse to allow the entry, into 
 any such book ' of any transfer of stock whereon any call 
 has been made which has not been paid in. 
 
 5ii. No transfer of stock, unless made by sale under 
 execution, or under the order or judgment of some compet- 
 ent court in that behalf, shall be valid for any purpose what- 
 ever, save only as exhibiting the rights of the parties there- 
 
 1 The books here alluded to are those mentioned in Sec. 50, "pages 30, 31.
 
 38 JOINT STOCK companies' MANUAL. 
 
 to towards each other, and as rendering the transferee liable 
 ad iyitei'im 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. 
 
 .'i.— LI.ABILITY OF COMPANY IN RESPECT OF TRUSTS. 
 
 t58. The company shall not be bound to see to the exe- 
 cution of any trust, whether express, implied or construc- 
 tive, in respect of any share ; and the receipt of the share- 
 hoMer 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 nionc}' payable in respect of 
 such share, whether or not notice of the trust has been 
 given to the comf)any ; and the company shall not be bound 
 to see to the application of the nioiu'v paid upon such re- 
 ceipt. 
 
 G. — LIAHII.ITV OF SHAltKIKU.DKRS ON ST(U'K. 
 
 01. Kach 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 recovcralile with costs 
 against Kui:h shareholder. 
 
 2. Any .shareholder may plead by way of defence, in whole 
 or in part, any set-otl" which he could set up against tiie com- 
 pany, except a claim foi- unpaid divi<lends, or a .salary, or 
 allowance a.H a president or director of thr eom|)!iiiy. 
 
 fl^. 'I'he shareholders of the company .shall not as such 
 \m lield responsil»l<! for any act, <lefault, or liability whatso- 
 ever of the company, or for any engagement, claim, payment, 
 los-s, injury, transnetion, matter or thing whatsoever, relat- 
 ing U) or eormeeted with the comjiaiiy, lieyond the unpaifl 
 Riiiount of tlifir ii-^|i<ctivo shari's in the caj»iUil stock theicof.
 
 STOCKS, CALLS, ETC. 39 
 
 7. — LIABILITY OF EXECUTORS, ETC. 
 
 63. 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 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 such stock in his 
 own name. 
 
 64. No person holding stock as collateral security shall 
 be personally subject to liability as a shareholder, 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. 
 
 8. — RIGHTS OF EXECUTORS, ETC. 
 
 65. Every executor, administrator, guardian, or trustee 
 shall represent the stock in his hands, at all meetings of the 
 company, and may vote accordingly as a shareholder ; and 
 every person who ])ledges his stock may nevertheless repre- 
 sent the same at all such meetings, and may vote accord- 
 ingly as a shareholder. 
 
 9. — CALLS. 
 
 44. 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 require or allow ; and inter- 
 est 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. 
 
 45. 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 incorpora-
 
 40 JOINT STOCK C'UMFANllis' MANUAL. 
 
 tion of the company ; the residue, when and as the By-laws 
 of the company direct. 
 
 10. — ACTION FOR CALLS. 
 
 40. The company may enforce payment of all call.< 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 state that 
 the defentlant is a holder of one share or more, statinj.; the 
 number of shares, and is indebted in the sum of money to 
 which the calls in arrear amount, in respect 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 seal, 
 and jiurporting to be signed by any officer of the company, 
 to the ertect tliat the defendant is a shareholder, that such 
 call or calls has oi- have been made, and that so much is due 
 by him and unpaid thereon, shall be received in all Courts 
 as 'priraa facie evidence to that effect. 
 
 11. — FORFEITURK oF SHARKS. 
 
 47 If, after such demand or notice as by the letters 
 patent uv Jiy-laws of tl»e company is pre-cribed, any call 
 madi; upon any share or shares is not jmid witliin such time 
 as by such letters ])atent or By-laws may lif limitrd in tluit 
 Itehalf, the directors in their discretien, by vote to that 
 effrct, reciting the facts, uiid duly recorded in their minutes, 
 may summarily loif'eit any shares whereon such payineMt 
 is not made; and the same thereupon shall liecome the 
 property of the company, ami may be disposed of as liy 
 By-law or otherwise the conjpany may ordain. 
 
 12. I)I\ IDL.NDS. 
 
 4»(>. — The directors of the company shall not decline or 
 pay any dividend when the company is insolvent, or any
 
 STOCK, CALLS, ETC. 41 
 
 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 oflSce or chief 
 place of business of the company, such Director may thereby, 
 and not otherwise, exonerate himself from liability. 
 
 This section is for the protection of the creditors of the company. 
 
 " The rule with regard to the rights of creditors in this respect was 
 well stated in a case in the United States Supreme Court, in which it 
 was said that the property of a corporation is regarded as held in trust 
 for the payment of its debts, and creditors may pursue it into the 
 hands of all persons, except those of bona fide purchasers ; nor will a 
 sale of the capital stock and a division of the proceeds among the stock- 
 holders defeat the rights of creditors, but such stockholders may be 
 compelled to contribute pro rata to the payment of the corporate debts 
 out of the moneys so received. 
 
 " The term ' dividend ' really means and refers to that which is to 
 be divided among the shareholders, and that only which properly be- 
 longs to and can be divided among the shareholders is the fund created 
 by the net profits of the company. It is for this and this only they 
 have invested in its shares, and if, contrary to their expectations, there 
 are no profits, then they must wait until there are ; or if there is no 
 reasonable expectation of there being any, then the company should be 
 wound up, and after the creditors have all been paid, they may divide 
 the surplus assets among themselves. But having induced and 
 obtained credit on the strength of the capital fund which they have 
 contributed, it would be manifestly unjust to allow them to withdraw 
 such capital or any part thereof, either by the name of dividends or 
 any other name, as soon as they see that their expectations are not 
 likely to be realized. 
 
 " The guaranteeing of a dividend by a company means nothing more 
 than a pledge upon the funds applicable to the purposes of a dividend ; 
 and if in any case it appear that the dividend has not been earned, the 
 holders of stock upon which a dividend is guaranteed cannot recover 
 in a suit to inforce payment of such dividend. As long as the com- 
 pany is earning sufficient to pay a satisfactory dividend, there is no 
 C
 
 42 JOINT STOCK companies' MANUAL. 
 
 temptation to draw upon the capital for that purpose ; but as soon as 
 it falls below that, the interest of all, but especially of the large share- 
 holders, creates a strong temptation to pay bogus profits out of capital 
 in order to maintain the credit of the company and the price of its 
 shares. And it is this temptation, clearly, which has caused the Legis- 
 lature to remove the (juestiou out of the domain of company regula- 
 tion, and, by one short provision, make every payment of dividends 
 out of any thing but the actual profits of the company illegal. The 
 capital then belongs to and is the proper pledge of the creditors of 
 the company, and the net profits only are all that the shareholder can 
 claim until the company is wound up."^ 
 
 1 Stephens.
 
 CHAP ItR IV. 
 
 MISCELLANEOUS PROVISIONS. 
 
 9. SoBsisTiNO Companies may obtain 
 
 Charter with extexded pow- 
 ers. 
 
 10. Appointment of Companies to 
 
 ACT AS Trustees, &c. 
 
 11. Letters Patent for certain pur- 
 
 poses may be GR\NTEn TO COM- 
 PANIES incorporated under 
 Special Acts. 
 
 12. Winding up Acts to Apply. 
 
 1. Contracts, &c., when Binding on 
 
 Company. 
 
 2. Company not to buy Stock in 
 
 other Corporations. 
 
 3. Loans to Shareholders. 
 
 4. Liability of Directors for 
 
 Wages. 
 
 5. Actions by and against Company. 
 
 6. Forfeiture of Charter. 
 
 7. Fees. 
 
 8. Provincial Secretary's Depart- 
 
 ment charged with the issue 
 of Letters Patent, &c., &c. 
 
 1. — CONTRACTS, ETC., WHEN BINDING ON COMPANY. 
 
 59. 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 his 
 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 servant of 
 the company, be thereby subjected iudividuall}^ to any 
 liability whatsoever to any third party therefor. 
 
 2. Nothing in this Act shall be construed to authorize the 
 company to issue any note payable to the bearer thereof, or 
 an}^ promissory note intended to be circulated as money, or 
 as the note of a bank, or to engage in the business of bank- 
 ing: or insurance.
 
 44 JOINT STOCK companies' MANUAL. 
 
 2. — COMPANY NOT TO BUY STOCK IN OTHEK CORPORATIONS. 
 
 60. ^«o company shall ust- any of its tuiuls 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. 
 
 67. No loan shall be made l)y the company to any share- 
 holder, and if such is made, all directors and other otticers 
 of the company making the same, or in anywise assenting 
 thereto, shall be jointly and severally liable to the company 
 for the amount thereof, and also to third parties, to the ex- 
 tent of such loan with legal interest, for all debts of the 
 company contracted from ihe time of the making of the loan 
 to that of the repayment thereof : But this section shall 
 not apply to a building .society, or to a company incorporated 
 for the lending of money. 
 
 4. — LIABILITY OF DIUKCTORS FOR WAGES. 
 
 68. 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 lial)lo to an 
 action therefor, unless the company has b(!cn suod therefor 
 within one year after the debt became due, nor yet unless 
 hiuch director is sued therefor within one yr.ir from ihc lime 
 when he ceased to be such diiccLor, ntjr }'et lielore an execu- 
 tion against the company has been returned unsatistied in 
 wliole or in part; and the amount due on such execution 
 .shall be the amount ifcoverablc with costs against the 
 directors. 
 
 5. — ACTKJNS liY AM> AfiAI.NST roMl'ANY. 
 
 6!>.— In an action or other jiroceeding, it .shall not he re- 
 «iuisite to set fortli the modi; of incorporation of the com- 
 iiany. otherwise than by mention <jf it, ntxier its corporate 
 name, as incorjtotatid by viittn- of Ictli is j)at('nf, or of let-
 
 MISCELLANEOUS PROVISIONS. 45 
 
 ters patent and supplementary letters patent, as the case 
 may be, under this Act ; and the letters patent or supple- 
 mentary letters patent themselves, or any exemplification 
 or copy thereof, under the Great Seal, shall be conclusive 
 proof of every matter and thing therein set forth. 
 
 6. — FORFEITURE OF CHARTER. 
 
 70. — The charter of the company shall be forfeited by 
 non-user during three consecutive years at any one time, or if 
 the company does not go into actual operation within three 
 years after it is granted ; and no declaration of such forfei- 
 ture by any Act of the Legislature shall be deemed an 
 infringement of such charter. 
 
 7. — FEES. 
 
 71. — The Lieutenant-Governor in Council may from time 
 to time establish, alter, and regulate the tariff of the fees to 
 be paid on applications under this Act ; may designate the 
 Department or Departments through v(rhich the issue of 
 letters patent or supplementary letters shall be made ; and 
 may prescribe the forms of proceeding and record in respect 
 thereof, and all other matters requisite for carrying out the 
 objects of this Act. 
 
 2. Such fees may be made to vary in amount, under any 
 rule or rifles — as to nature of company, amount of capital, 
 and otherwise — that may he deemed expedient. 
 
 3. No steps shall be taken in any Department towards the 
 issue of any letters patent or supplementary letters patent 
 under this Act, until after all fees therefor have been duly 
 paid. 
 
 The following is a schedule of the fees payable upon the issue of 
 charters : — ^ 
 
 For charter when proposed capital is §200, 000 or upwards $60 00 
 
 When it is ^100,000, but is less than $200,000 50 00 
 
 When it is $50,000, but is leas than $100,000 40 00 
 
 When it is less than $50,000, but more than $3,000 30 00 
 
 I Vide Orders in Council, dated 2nd June, 1874, 16th Sept., 1874, and J 6th 
 March, 1877.
 
 46 JOINT STOCK companies' MANUAL. 
 
 When it is S3,(,KX), or less SIO 00 
 
 When the Charter is for an Educational Institution 10 00 
 
 Upon Supplementary Letters Patent fur (a) iticreasing or (b) decreas- 
 ing tfie capital stock of a Company ; (c) siibdiculimj its shares ; (d) extend- 
 itig its powers ; (e) limiting or increasing the amutmt it mag borrowiipon 
 its debentures, or otherwise ; (/) providing for the formation of a reserve 
 fund ; (g) rarying any provision, or (h) providing for any matter or thing 
 in respect of ichich provisioii might have been, made by the original letters 
 patent, if the capital of the Company is 'S->,000 or less, and is not in- 
 creasid, the fee is ^5. If the capital of the Company is mure than $3,000, 
 a fee of $^5 is charged, unless the capital stuck of the Company is in- 
 creased, uhen the same fee is payable as wuuld be charged if the Company 
 vas being incorporate, but only uith reference to the increased capital. 
 The fee to be paid by a company, whose capital is over $S/JOO, for the 
 iS'o/ice in the *' Gazette," required by sec. 5 of cap. 17S R. S. 0., respect- 
 ing the changi)ig of the names of companies, is $I~ ; if the capital is 
 $3,000 or less, So. 
 
 8. — rnoviNCiAL secrctauy's department, charged 
 
 WITH ISSUE OF LETTERS PATENT, ETC., ETC. 
 
 The Provincial Secretary's Department is doaignatod hy Order in 
 Council under section 71, a< the Department throui^li which tlio issue 
 of letters patent sliall take place. 
 
 9. — SURSISTING COMl'ANlhS .MAY UliTAlN CllAKTKlMVl 111 K.\- 
 TENDED POWERS. 
 
 7*2. .\nv coiiipiuiy iiicurporatcil i'oi' ]»ui|M)se.s or ohjects 
 within the .scojx- of tliis Ad, or w iiliiii the scope of tliiH Act 
 as it may ho heieatter aiiifmlL'd. whetlier under a Sj)ecial or 
 a Geneial Act, and hein;^ at the time of its api»lication a 
 8uh.Hi.sting and valid ccjrporation, may apply for letters pat- 
 ent under thin Act ; and the Lieutenant-( Jovernor in ( 'ouncil, 
 upon jjioof that the notice (jf the a|iplication has hcen in- 
 Herted for four weeks in the (Jntario Gazette, inuy ilirect 
 the Ihmuo of letters patent incorporating the sliaieholders of 
 the naid company as a company iin(hi- tliis Act, and tlicre- 
 \i\tou all tlie ri;.,'hts or ol.li^^fations cd' tin- former company 
 shall he transferred to flie new company, and all proceed- 
 in;4s may l>e continm-d an<l e<iitimenceil hy oi aijainst the 
 new company, that mi;,dit have heen continued or com- 
 menced hy or against the old cf^nipany, and it shall not Ik;
 
 MISCELLANEOUS PROVISIONS. 47 
 
 necessary in any such letters patent to set out the names of 
 the shareholders ; and after the issue of the letters patent, 
 the company shall be governed in all respects by the pro- 
 visions of this Act, except that the liability of the share- 
 holders to creditors of the old company shall remain as at 
 the time of the issue of the letters patent. 
 
 (2) Where a company is re-incorporated under the pre- 
 ceding sub-section the Lieutenant-Governor may, by the 
 letters patent, increase the capital stock of the company to 
 any amount which the shareholders of the company ap- 
 plying for re-incorporation may, by a resolution passed by a 
 vote of not less than two-thirds in value of those present in 
 person or by proxy at a general meeting of the company 
 duly called for considering the same, have declared to be 
 requisite for the due carrying out of the objects of the com- 
 pany. 
 
 (3) The resolution may prescribe the manner in which the 
 new stock is to be allotted ; and in default of its so doing, 
 the control of the allotment shall vest absolutely in the 
 directors of the new company. 
 
 7li. Where an existing 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 Lieu- 
 tenant-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. 
 
 10. — APPOINTMENT OF COMPANIES TO ACT AS TRUSTEES, ETC. 
 
 74:. — (1) Where a company incorporated under a special 
 Act or under this Act is authorized to execute the office of 
 executor, administrator, trustee, receiver, assignee, guardian 
 of a minor, or committee of a lunatic, then in case the Lieu- 
 tenant-Governor in Council shall approve of such company
 
 48 JOINT STOCK companies' MANUAL. 
 
 being accepted by the High L'oin t as a Trusts Company for 
 the purposes of such court, the said court, or any judge 
 thereof, and every other court or judge having authority 
 to appoint such an othcer, may, with the consent of the 
 company, appoint such company to exercise any of the said 
 othces in respect of any estate, or person, under the author- 
 ity of such court or judge, or may grant to such company 
 probate of any will in which such company is named an 
 executor ; but no company which has issued, or has author- 
 ity to issue, debentures shall be approved as aforesaid. 
 
 (2) Notwithstanding any rule of practice, or any provi- 
 sion of any Act retpiiring security, it shall not be necessary 
 for the said company to give any security for the due per- 
 formance of its duty as such executor, administrator, trus- 
 tee, receiver, assignee, guardian or committee, unless other- 
 wise ordered. 
 
 (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, receiver, assignee, 
 guardian or committee, unless such company gives the 
 like security for the due performance of its duty as would 
 be re(|uiied fr(jm a j)rivate person. 
 
 7Si. Tin; liahility of the company to persons interested in 
 an estate held by the said company as executor, admin- 
 istrator, trustee, receiver, assignee, guardian or committee as 
 aforesaid, shall be the same as if the estate had l»een held 
 by any private person in such capacities respectively, and 
 its jH^wers sliall l>e the same. 
 
 7<». 1) Tlie lli;:li < 'oiirt, if it dcctiis necfssarv, niay 
 from time to time iij)poiiit a suital)l(! perstjii to investigate 
 the aMiiirs and ujunagement of the ccniipany, wIkj shall 
 report thereon to the court, and regarding the security 
 atforiJed it) those l»y or for whom its en;,'iigem<'iits are held, 
 ami tlie ex|)ense of such investigations sitall l»e defrayed by 
 the company; or the court may, if it deems nece.s.sary, ex-
 
 MISCELLANEOUS PROVISIONS. 49 
 
 amine the officers or directors of the company under oath as 
 to the security aforesaid. 
 
 (2) The Lieutenant-Governor may also from time to time, 
 when he deems it expedient, appoint an inspector to exam- 
 ine the affairs of the company and report to him on the 
 security afforded to those by and for whom its engagements 
 are held as aforesaid ; and the expense of the investigation 
 shall be borne by the company. 
 
 77. — (1) Every Court into which money is paid by par- 
 ties, or is brought by order or judgment, may by order di- 
 rect the same to be deposited with any such company that 
 may agree to accept the same, and the company may pay 
 any lawful rate of interest on such moneys as may be agreed 
 upon, and when no special arrangement is made, interest 
 shall be allowed by the company at the rate of not less than 
 three per centum annually. 
 
 (2) Every such company may invest any trust moneys in 
 its hands in any securities in which private trustees may by 
 law invest trust moneys, and may also invest such moneys 
 (a) in the public stock funds or Government securities of 
 any of the Provinces of the Dominion, or in any securities 
 guaranteed by the United Kingdom of Great Britain and 
 Ireland, or by the Dominion, or by any of the said Provinces ; 
 (b) or in the bonds or debentures of any municipal corpora- 
 tion in any of the said Provinces. 
 
 Provided that such company shall not in any case invest 
 the moneys of any trust in securities prohibited by the trust, 
 and shall not invest moneys entrusted to it by any Court in 
 a class of securities disapproved of by the Court. 
 
 11. — LETTERS PATENT FOR CERTAIN PURPOSES MAY BE 
 
 GRANTED TO COMPANIES INCORPORATED UNDER 
 
 SPECIAL ACTS. 
 
 78. — (1) Where any company has been incorporated by 
 a special Act, before the 10th day of March, 1882, for pur- 
 poses or objects within the scope of this Act, then, in 
 case a resolution authorizing an application to the Lieuten-
 
 50 JOINT STOCK COMPANIKS' MANUAL. 
 
 ant-Governor therefor is passed by a vote of not less than 
 two-thirds in value of the shareholders present, in person or 
 by proxy, at a general meeting of the company, duly called 
 for considering the subject of such resolution, the Lieutenant- 
 Governor in Council may from time to time direct the issue 
 of lettei-s patent to the company, eml tracing any or all of the 
 following matters : 
 
 {a) Extending the powers of the company to any objects 
 within the scoi)e of this 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 long as the alteration is not contrary to the pro- 
 visions of this Act ; 
 (e) Making provision for any othrr matter or thing in 
 respet-t of wliich |irovisiou might have been made 
 had the company been incorpoiated under this Act ; 
 ('2) No power to execute the othce (jf exectitor, adminis- 
 trator, trustee, receiver, assignee, guardian of a minor, or 
 committee of a lunatic, shall be conferred under this section 
 upon any company which has authority to issue debentures; 
 and no comj)any incorporated under this Act, with power to 
 execute such oftico, shall issue ileljentuies. 
 
 12. — WINI>IN(; \\' A< rsrn AI'l'l.V. 
 
 79. The company shall In' subject to the provisions of 
 any Act of the Legislature for (In- winding up ol" .loint St(»ck 
 ^.'oMipanii's. 
 
 SCllKlirLK" A." 
 (St'xiion I ;{ 
 
 Ndllf h. OF (;11ANIINU I,KriKllS TATKNT. 
 
 I'ublic notice is h'lfl.y given, that lUi'liT " 'Jlif Oiihirlo 
 Joint Stock CompiinieH LeiterH J'uh'nl Act," letters patent
 
 MISCELLANEOUS PROVISIONS, 51 
 
 have been issued under the Great Seal of the Province of 
 Ontaiio, bearing date the day of incorporating [here 
 state names, address a.nd callinf/,of each corporator named 
 in the letters j^ci^^nt], for the purpose of [here state the un- 
 dertaking of the company, as set forth in the letters iia- 
 tent\ by the name of [Jtere state the name of the company in 
 the letters patent], with a total capital stock of dollars, 
 
 divided into shares of dollars each. 
 
 Dated at the office of the Provincial Secretary of Ontario, 
 
 the dav of 
 
 A.B., 
 
 Provincial Secretary. 
 
 SCHEDULE " B." 
 
 (Section 23.) 
 
 NOTICE OF GRANTING SUPPLEMENTARY LETTERS PATENT. 
 
 Public notice is hereby given, that under " The Ontario 
 Joint Stock Companies' Letters Patent Act," supplementary 
 letters patent have been this day issued under the Great 
 Seal of the Province of Ontario, bearing date the 
 day whereby the total capital stock of [here 
 
 state the name of the company] is increased [or decreased, o^s' 
 the case may be'] 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.
 
 CHAPTER V. 
 
 GENERAL INFORMATION. 
 
 1. ("'ONCERNiNi; Directors. | 4. Al'diting. 
 
 •J. Pkice of Sharks. I n. Volcheh.s. 
 
 3. Conversion of a Private Bisi- i i). Dities of an Aiditor. 
 
 NESS, OR PaRT.VERSHIP, INTO A 7. tiENKRAI, l^EMARKS. 
 
 Joint Stock Com PAN V. ! 
 
 1. COXCERNINc; DIRECTORS.' 
 
 Can a man holding a plurality of responsible ottices eon- 
 Hcientiously discharge the proper duties devolving upon him 
 from each position of trust, or does he nominally pretend to 
 do so i This cjuestion was asked a few days since by a 
 shareholder, and doubtless, many others of the same class 
 have often reflected upon the important matter, dismissing 
 their conclusions with a shudder and a hope. 
 
 It is not uncommon to find one man conducting a large 
 and legitimate business of his own, connected as a director 
 with two, three and more public companies where large 
 financial interests demand careful watching and management 
 in every detail. 
 
 With the promoters of large financial antl commercial 
 companies the (picstions of ability and moral rrsponsibility 
 are lujt as a ruh; discu.s,s(Ml so far as legaids the directorate. 
 I'ar more important is it that they shall j)lace the company 
 under the Nhadow «»f great names. Men of influence, stand- 
 ing and fortunr are secured, often irrespective of age and 
 ability. In Ilngbiiid the ac(|uisition of one or two titles is 
 usually a desid«!ratum in floating a new concern. The Earl 
 of This jirifl tlie Mar(|uis of That permit tlie use of their 
 names, and become the cliief guinea-pigs in the cage of 
 directors. ( )f courno very f»!W of this class of directors ever 
 pretend to look into tin; business — fhev ai«' content to meet 
 
 ' Th'-M- r»Timrl<» ' 'iiiiiTiiitijf Itirnctorn ami t)i<-ir iliitirii, which rc<-«'iilly ap- 
 prvi><l ill a 'I'ororit'i ii<wii|iai>«T, iir<' no portinrnt that I ipiote tlirm Iiere.
 
 GENERAL INFORMATION. 53 
 
 once a week or so, chat over a small luncheon, pocket a 
 trifling fee, and overlook the books entirely. They are the 
 much-abused figure-heads. There is the same class of use- 
 less directors in certain Canadian companies, handling and 
 managinrr large financial affairs. 
 
 A man may be successful and clever in a business to which 
 he has been applying himself for years ; but it does not fol- 
 low that he will be equally useful or fortunate in helping to 
 conduct another of which he knows nothing. 
 
 There is another danger in men holding offices in several 
 companies formed for financial business. It is possible by 
 collusion for directors to accommodate one another or the in- 
 stitutions they direct, and a loophole for fraud is left open 
 which should not be forgotten in these days of commercial 
 jugglery. 
 
 Shareholders should, therefore, discountenance such an 
 anomaly if they wish their savings to descend to their ofi- 
 spring, as the greed for prominence, more particularly when 
 pay is attached to it, beclouds too frequently the sense of 
 honor which ought to influence the conduct of men holding 
 trust positions, and as to whom the illustrious Burke once 
 declared that " Those loho execute public pecuniary trusts 
 ought of all men to be the most strictly held to their duty." 
 
 2. PRICE OF SHARES.^ 
 
 Whether a company's shares are being sold at par, that is 
 the full value, at a premium, or at a discount, they are always 
 at par in the company's books, and on the par value the di- 
 vidend is paid. The first issue of shares at the inception of 
 a company will always be at par; subsequent issues may be 
 offered at a premium if the old stock is above par in the 
 market. After the stock authorized by the charter has been 
 taken by subscribers, a company's shares are no longer with- 
 in its own control. It has none to sell, and their real value 
 will be the investing public's estimation of them, based upon 
 the efficiency of the company's management, the past earn- 
 
 iJohnson's " Joint Stock Bookkeeping."
 
 -,^ JOINT STOCK COMPANIES MANUAL. 
 
 ings, ami an estimate of its powers in that direction in the 
 future. If you desire to buy stock in a company whose 
 shares liave all been taken up, you must tind some holder 
 willing to sell, either by your own seeking or the employ- 
 ment of a stock broker. What you pay for y(.ur shares is 
 a private bargain between yourself and the holder, with which 
 the company cannot interfere. If the company whose shares 
 vou buy is a large and important concern, like a loan com- 
 pany or a bank, the stock will be quoted on the Stock Ex- 
 chan«e, and you will be guided in your purchase by the 
 latest quotations. 
 
 3. CONVERSION OF A PRIVATE MUSINESS OR PARTNERSHIP INTO 
 A .JOINT STOCK COMPANY ' 
 
 In CJreat Britain within the last twenty-five years, and 
 latterly to some extent in Canada and the United States, 
 the conversion of private partnerships into joint stock 
 companies has become very general. In all branches of 
 cfimmerce you will observe such signs as " John Arnott &: 
 Co. fLimited)," and on making incpiiry regarding the change 
 it will generally be f(jtind that it was etiected at the death 
 of sfjme of the original partners, whose interest in the con- 
 cern has been inherited by a number of heirs who desire to 
 retain the interest in the business, but Uvke no part in its 
 management, nor incur any responsihility for its liabilities. 
 An old-established firm that ndght otherwise cease to exist, 
 for death dissolves a partnership, is thus preserved, the nuin- 
 agemcnt rmiains undisturbed ; the shares are in the hands 
 of tin- faniili«'s <»f the original ]>artners, who, without risk or 
 anxiety, enjoy the fruits of tin- labors of those whose heirs 
 they are. When any of these desire to sell their shares they 
 have simply to lind a purcluiser at will. It has latterly be- 
 come quite common for niainifacturers in the Dominion to 
 convert their concenw into joint stock rom|iunies ; the ob- 
 ject Using to extend their trade by the introduction of new 
 capital, which could not be obtained on the ordiiuiry part- 
 
 I Johii«oM'« " Joint HU.ik Hii.ikl<.-p|.iii«. "
 
 GENERAL INFORMATION. 55 
 
 nership, or special partnership, principle, but only on that of 
 limited liability. The former owner will take the price of 
 the property in paid up stock. 
 
 4. AUDITING.^ 
 
 In a treatise for Joint Stock Companies, it is not inappro- 
 priate that somethinor should be said, and a few hints given, 
 on the important and too often inefficiently performed work 
 of auditing. 
 
 To audit, is to thoroughly examine and report upon the 
 work of an accountant. The value of an audit rests solely 
 upon the competence, honesty and independence of the in- 
 dividuals who make it. 
 
 If they are not thorough accountants, it is unreasonable 
 to expect that they will be able to detect accidentally or 
 wilfully false entries, or form an intelligent opinion of the 
 vrork they have undertaken ; hence a report under such 
 circumstances is the very opposite of the security desired, 
 and which an audit by competent men would afford to a 
 company or corporation. 
 
 That auditors should be men of established character for 
 probity it is unnecessary to point out, and that the reliance 
 to be placed upon the work they perform is largely reckoned 
 by their independence and their being uninfluenced by in- 
 terested parties, is generally plain. We argue, therefore, 
 that companies or corporations are equally bound to employ 
 competent accountants who possess the moral qualities in- 
 dicated, as audil ors, as they are to employ only such to keep 
 their books. 
 
 Auditors for Joint Stock Companies are appointed by the 
 shareholders at the annual general meeting. The reason 
 why the shareholders and not the directors should make 
 the appointments is very plain. The officers of the company 
 are largely controlled by the directors, and the audit being 
 so far as this connection goes, an examination of the faith- 
 fulness, to the shareholders, of both the officers and directors, 
 
 1 Johnson's " Joint Stock Bookkeeping."
 
 56 JOINT STOCK companies' MANUAL. 
 
 it is necessary tliat the sliareholders themselves should ap- 
 point the auditors. Tlie duty of auditors is laid down in the 
 company's By-Laws.^ From them we quote : " One or more 
 auditors shall be appointed annually by the shareholders 
 at the annual j^eneral meeting, whose duty it shall be to 
 examine and audit the books and accounts of the company, 
 and any and all documents having reference to the business 
 of the company, and prepare from the company's books a 
 balance sheet and aVistract of the company's affairs, to be 
 submitted to the directore on the last Monday in January, 
 accompanied ])y any recommendations or suggestions they 
 may deem j>roper." 
 
 The auditor, upon being duly ajipointed, should at once 
 begin their duties, as a long delayed audit is far less ettective 
 than a prompt one, particularly if only one audit takes place 
 in the year. 
 
 The proper manner of conducting an audit is to begin at 
 the books of original entry, at the .same time using auxiliary 
 books and examining vouchers. The Cash J>ook might be 
 gone through for the first nmnth and compared with the 
 vouchers : then the Day ]V)ok and .Journal cntiies <"or the 
 same time should be compared, those of the l)ay J^ook l»eing 
 verified (as well a.s those in the Ca.sh Book) from vouchers, 
 documents, au.xiliary books, <lrafts, notes, etc., etc., and pro- 
 ceed in this way from month to month with the books of 
 original entry, checking each tran.sactiou thus /, and as the 
 work progresses making such memoranda, on which to 1>ase 
 the report, as may be dcemorl pro])cr. N(;.\t the Ledger 
 entries sliould b(! comjtaj'efj and cai-efiiiiy checked with the 
 books from whicli thcv arc lirought, and all aiMit ions \cii- 
 fied. 'i'he Trial l»alanci; slioiild be then c\ami!ie<|, and after 
 that Ihe Stock Ledger, the Transfer Hook, the stubs in the 
 Instalment Script and Stock (Jurtificatf? Hooks, and any other 
 nuxiliaiy books, or forms not already gone thron^di in con- 
 nection with tl e (Jash liook and .Jrurnaj. j''inally a balance 
 sheet Mliowing the company's Ioshch and gains and its assets 
 
 ' Se«' Kyl.aw», mfm.
 
 GENERAL INFORMATION. 57 
 
 and liabilities should be made out, and a report prepared, 
 for submission to the directors. 
 
 5. VOUCHERS. 
 
 To be acceptable to an auditor a voucher should not only 
 be an acknowledgment of money paid, but there should be 
 the proper authority for the payment, which is usually the 
 vote of the Directors. A cheque payable to order and en- 
 dorsed by the payee is evidence of payment to him, or a 
 written receipt is evidence of payment ; but neither of these 
 should suffice an auditor unless he has seen the proper record 
 of the authorization. Auditors should place their initials 
 upon all vouchers and papers submitted to them. This will 
 prevent a dishonest man from using them again. 
 
 6. THE DUTIES OF AN AUDITOR.^ 
 
 Public attention has of late been sharply drawn to the du- 
 ties of persons entrusted with the care and management of 
 the funds of shareholders, and we believe with beneficial 
 eflfect. But of equal and weighty responsibility are the du- 
 ties of official auditors. In England the extent of that 
 responsibility has quite recently been discussed, and as one 
 result the auditor of a building society has been made a de- 
 fendant and held liable, in an action by a liquidator, for 
 breach of duty. The position in law of an auditor is that of 
 agent of the shareholders of a company, or of the beneficiar- 
 ies of a trust. It is his duty, not merely to compare vouch- 
 ers with alleged payments and certify that the books are 
 correct, but to scrutinize and investigate every account, re- 
 ceipt and payment on behalf of his clients. He stands be- 
 tween the owners of the money and the disbursers of it, and 
 he should, with careful thoroughness, examine as well as 
 audit the manner and the purposes for which the owners' 
 moneys have been paid and disbursed. He is also bound 
 to investigate and satisfy himself of the actual and tangible 
 existence of the securities which the directors and officers 
 hold for the shareholders or beneficiaries ; and to require 
 
 ^ Toronto Mail,
 
 oS JOINT STOCK companies' MANUAL. 
 
 satisfactory evidence that they are actually of the value 
 a.ssigne<l to them in the statement of assets set forth in the 
 balance sheet. An auditor who desires to do his duty eth- 
 ciently, and according to law, must always remember that 
 liis functions are t^uasi-judicial ; that he is invested, on be- 
 half of shareholders and beneficiaries, with a portion of the 
 trusts and responsibilities which are reposed in judges who 
 have to decide questions of fact on the truth of the evidence 
 produced before them. 
 
 In the Entjdish case referred to, cited in the law reports 
 as the Leeds Estate, Building and Investment Company v. 
 Sheppard, the defendant-auditor contended that his only 
 duty was to see that the balance sheet represented and was a 
 true result of what appeared in the books of the company ; 
 that behind the books he could not go, and that when he 
 found in the books that debts were due to the company, all 
 he could or was bound to do, was to ask the directoi"s and 
 manager whether they were good debts. These ideas of the 
 duty of an auditor were very emphatically condemned by 
 the court; and tlie auditor who i)ropounded them was a<l- 
 judged to be financially responsible to the creditoi*s of the 
 com])any for his misinterpi'etation of the law, and ftn* his 
 conse<juent neglect to pciform the duties he hail undertaken; 
 the learned judge stating in liis finding : " It appears frcm 
 Ids own evidence that the duties of the auditor were not in 
 reality discharged by him." In giviiigjudgment the learned 
 judge thus defined the <luties of the auditor of a company : 
 
 " It waB in my o|iiiiiiin Uir duty of thu uuditdr not to cuntiiiu him- 
 Helf inoroly to the task <jf vurifyint,' thu aritliinoticiil iiccurncy of the 
 balance shout, but to in((uiru iiit(» its BubHtiintiiil iiccuracy ; and to 
 atcurtain tliat it contained thu particulars H]iuciliud inthoarticlus of the 
 association, and consoifuuntly a proper income and expondituro ac- 
 count, and was properly drawn up, so as to contiiin a true and correct 
 representation of tluj Htiite of thu conipany'n atiViirH.' 
 
 The <'JLSc is uiw which is fidl of iiistiuctioii and warning to 
 person.s whose duty it is to audit miinicip;il as well as com- 
 pany and banking accountH, and wo trust our refcronco to it
 
 GENERAL INFORMATION. 59 
 
 will draw the attention of all concerned more sharply and 
 pointedly to the functions and duty of auditors. 
 
 7. GENERAL RE3IARKS. 
 
 Under the Great Seal Letters Patent are also issued for 
 the incorporation of : — 
 
 (a) Timber Slide Companies — under the Revised Statute, 
 cap. 157 ; the Revised Statute, cap. 160. 
 
 (6) Steam and Heating Companies or Companies for sup- 
 plying electricity for the purposes of light, heat, or power 
 — under the Revised Statute, cap. 157 ; the Revised Statute, 
 cap. 165. 
 
 (c) Cemetery Companies — under the Revised Statute, 
 cap. 157 ; the Revised Statute, caps. 175 and 176. 
 
 (d) Street Railway Companies — under the Revised Stat- 
 utes, cap. 157, and 171. 
 
 The folloiving fees are usually charged for talcing Affi- 
 davits : — 
 
 Notaries are entitled to $1. This includes Oath, Cer- 
 tificate 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 en- 
 titled to twenty-five cents. This charge generally includes 
 the preparing of the affidavit. 
 
 Justices of the Peace are entitled to twenty-five cents. 
 This includes the drawing up of the affidavit ; they are, how- 
 ever, 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 appears in this work. They will gladly fur- 
 nish designs and estimates, upon application being made to 
 them.
 
 FOR :s I s . 
 
 Note — The following Forma are drawn so as to actually represent 
 all the steps taken in the formatiun of a company by the name of the 
 Hamilton Stove Company, and also all matters which may arise sub- 
 seqjent thereto. 
 
 The Forms are to be changed to suit the circumstances in each case* 
 but must be substantially as those given hereunder. 
 
 FORM No. 1. 
 
 PROSPECTUS OF THE HAMILTON STOVE COMPANY. 
 
 Capital $200,0<MJ, in 4,(J<X) Shares of ^5U each. 
 
 Provisional Directors : 
 
 William John Thomas, Esq., Hamilton ; Thomas Taylor, Eh^, 
 
 Hamilton ; and Thomas Briuht Taylor, Hamilton. 
 
 Secretary : 
 Thomas Taylor. 
 
 Hankers : 
 Thk Hank ok II wiii.ro.N. 
 
 The Hamilton St<jvo Company in boing formed for thr purpoHe of 
 carrying on the buainoss of manufacturing stoves of all descriptions. 
 
 Owing to the largely incrt'auod demand for those articles, as com- 
 jiared with any i)rL'viouB puriod, ami the facilities which this city atfords 
 for thi-ir numufacture, a prolit of at k-iuit 'JO per cent, in anHUrivl. 
 
 For this purpose the company prop<»Ho to erect on .Main street, in 
 Hamilton, a building tuitable for carrying on itn business, the maxi- 
 mum cont of niiid building to b« $I(I,<HMI, imd bo furnished with all the 
 latent and mont important iini)roveinentn in use in this manufacture. 
 
 In order to punh sales, it in proponed to eslabiinh agt-ncion in every 
 county of the Province. A Charter to Vms applied for, and the Company
 
 FORMS. . 61 
 
 to commence business as soon as one-half of the proposed capital stock 
 is subscribed. 
 
 Tt is proposed to make calls upon the subscribers for stock as follows : 
 25 per cent, when the Charter is obtained ; 25 per cent, about one 
 month thereafter, and the balance as the Directors may deem advisable. 
 
 Application for Shares may be addressed in the following form, and 
 accompanied by a deposit of 10 per cent., to the Secretary, at the 
 Company's Office, No. 100 King street : 
 
 To the Directors of the Hamilton Stove Company — 
 
 Gentlemen, — 
 
 Please allot me Two Hundred Shares in this Company, on 
 account of which I have deposited the sum of ^1,000 to the account of 
 the Company, at the Bank of Hamilton. 
 
 Signature of Applicant. 
 Hamilton, 188. 
 
 FORM No. 2. 
 
 The Hamilton Stove Company. 
 
 Office No. 100 King street, 
 
 Hamilton, lOlh January, 1887. 
 
 Sir, — The Directors have this day allotted to you Two Hundred 
 Shares in the above Company, in accordance with your application. 
 
 Thomas Taylor, 
 Secretary,
 
 62 
 
 JOIST STOCK COMPANIES MANUAL. 
 
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 64 J(JINT STOCK COMPANIES MANUAL. 
 
 FORM No. 5. 
 
 NOTICE OF INTENTION TO APPLY FOR LETTERS 
 PATENT. 
 
 Public notice is hereby given that, within one month after the last 
 publication hereof in the Ontariv G<i^.ette, the persons hereinafter 
 mentioned will apply to His Honour the Lieutenant-Oovernor of On- 
 tario in Council for the grant of a charter of incorporation by Letters 
 Patent, under the provisions of " The Ontario Joint Stock Companies' 
 Letters Patent Act." 
 
 1. That the nauie of the Company is to be THE HAMILTON 
 STOVE COMPANY. 
 
 2. That the object for which incorporation is sought is the manufac- 
 ture and sale of stoves. 
 
 3. That the operations of the said Company are to be carried on ii. the 
 City of Hamilton, which is alscj to he its chief place of business. 
 
 4. That the amount of capital stock of the Company is to bo two 
 hundred thousand dollars. 
 
 5. That the number of shares is to be fourthousand, and the amount 
 of each share fifty dollars. 
 
 ♦j. That the names in full, and the address and callim,' of each of the 
 applicants, are as follows : William John Thomas, Foundryman ; Sam- 
 uel Andrew Thomson, Machinist; Thonuia Taylor, Gentleman; Thomas 
 Bright Taylor, Stove Manufacturer ; Henry Victor Taylor, Moulder, 
 all of the City of Hamilton, in the County of Wentworth, and Province 
 of Ontario ; and George Peter Sharpe, of the City of K<lini)uryh, in 
 that part of the United Kingdom of Groat itritain and Ireland called 
 Scotland, Capitalist. 
 
 7. That the said William John 'I'Ikmiuih, Thomas Taylor, and Thomas 
 Bright Taylor, are to be thu lirat Directors of the Company. 
 
 JOHN ROE, 
 
 Solicilur for tlir Aiijilkanls. 
 Fir<it inserted in (Ja.<U, , 7lli .Jiinuiiry, 1HH7. 
 
 FORM No. O. 
 
 AlllUAVir I'KoVi.NC I'l lilJCA'I'lo.N nV NdTICK IN 
 
 GAZETTE , VKinKYIN(} PKTITKJN ; AND .\S To 
 
 NAMK (»K COMPANY. 
 
 In iiik mattku ok iIm) application of 
 
 Pkovin. K c,K Ontakio, ^ William John Thoman and oth.-rs for 
 
 County of W,.i,twurll.. incorporation by tin- ishue of Letters 
 
 '" " ' Patent, ai* The HamiUon Stove Company.
 
 FORMS. 
 
 65 
 
 I, WilUara John Thomas, of the City of Hamilton, in the County of 
 Wentworth, Foundryman, make oath and say :- 
 
 1. That I am one of the applicants herein. 
 
 2. That the allegations in the within petition contained are, to the 
 best of my knowledge and belief, true in substance and in fact. 
 
 3. That the proposed corporate name of the said Company is not the 
 name of any other known company incorporated or unincorporated, or 
 liable to be unfairly confounded therewith, or otherwise on public 
 grounds objectionable. 
 
 *4. That notice of the intention of the applicants herein to apply for 
 the grant of Letters Patent as aforesaid, was duly given in the four 
 consecutive issues of the Ontario Gazette published on the 7th, 14th, 
 2l8tand 28th January, A.D. 1887. 
 
 *5. That the clippini,' from the said The Ontario Gazette, attached to 
 this my affidavit, and now shown to me marked A, is a true and cor- 
 rect copy of the said notice given as aforesaid. 
 
 Sworn before me at the City of Hamilton, \ 
 in the County of Wentworth, this seven- / NV. J. Th'^'MAS. 
 
 teenth day of February, A. D. 1887. ' 
 
 John Roe, 
 A Justice of the Peace, or a Cominissioner for tahinfj 
 
 Affidavits {as the case may be). 
 
 •Note.— If notice was not given, strike out paragraphs 4 and 5. 
 
 FORM No. 7. 
 PETITION FOR LETTERS PATENT. 
 
 To THE HONOURABLK SiR ALEXANDER CaMPBELL, K.C.M.G., EtC, EtC. 
 
 Lieutenant-Governor of the Province of Ontario in Council, 
 
 The Petition of^ William John Thomas, Foundryman ; Samuel An- 
 drew Thomson, Machinist ; Thomas Taylor, Gentleman : Thomas 
 BrightTaylor, Stove Manufacturer; and Henry Victor Taylor, Moulder, 
 all of the City of Hamilton, in the County of Wentworth, and Province 
 of Ontario ; and George Peter Sharpe, of the City of Edinburgh, in 
 that part of the Cnited Kingdom of Great Britain and Ireland called 
 Scotland, Capitalist, humbly sheweth : 
 
 1. That your .Petitioners are desirous of obtaining bj' Letters Patent 
 under the Great Seal, a Charter, under the provisions of the Revised 
 
 iHere set out in full, Icgihhj icritten, the namcs,'residences, and fcfjal additions 
 or occupations of the petitioners, who must be shareholders in the proposed Com- 
 pany, and not less than f vein numbir.
 
 GG 
 
 JOINT STOCK COMPAMKS MANl'AL. 
 
 Statute of Ontario, Chapter l.">7, entitled " The Ontario Joint Stock 
 Companies' Letters Patent Act,"' constituting your Petitioners and 
 such others as may become shareholders in the Company thereby cre- 
 ated, a body corporate and politic under the name of " The Hamilton 
 S:ove Company. " 
 
 2. That your Petitioners, in accordance with the provisions of Sec- 
 tion of the said Revised Statute, have given at least four consecutive 
 weeks' notice- in the Ontario Oa:tt(f, of your Petitioners' intention to 
 apply for Letters Patent as aforesaid. 
 
 3. That the object for which incorporation is sought by your Peti- 
 tioners is to manufacture and sell stoves. 
 
 4. That the operations of the said Company are to be carried on at 
 the said City of Hamilton, which is within the Province of Ontario. 
 
 5. That the chief place of business of the said Company is to be at 
 the City of Hamilton aforesaid. 
 
 (3. That the amount of the capital stock of the said Company is to be 
 two hundred thousand dollars. 
 
 7. That the said stock is to be divided into four thousand shares of 
 tifty dollars each. 
 
 8. That the said William .John Thomas, Thomas Taylor and Thomas 
 Bright Taylor are to be the lirst Directors of the said Company.* 
 
 '.}. That your Petitioners have taken the amount of stcjck set oppo- 
 site their respective names as follows : 
 
 PETITIf)XKRS. 
 
 William .I.ilin Thomas 859,900 
 
 Samuel .Andn-w 'l'h<iiiiHon 100 
 
 Thomas Taylor C.O.OOO 
 
 Thoinaw P>ri'.<ht Taylor r»!»,9()0 
 
 Henry Victor Taylor , 100 
 
 (»0'»rj^e Poter Slmrpe (liy hinat-, 
 
 lorney H.-lnn \I.«..r.> 20,000 
 
 ♦Amount 
 paid thereon. 
 
 8r),99o 
 
 10 
 (i.OOO 
 
 Nothing. 
 •J. (M)0 
 
 *How paid. 
 
 In ca-sli. 
 
 do. 
 
 I5y tr'nsferof 
 
 propert}-. 
 
 do. 
 
 In caiili. 
 
 Vour PdtilioncrH therefore pray that your Uniiour may bo pleased 
 by Ixjttvm I'atent under the (iruat Seal togranta Charter to your Poti- 
 tionora, consiituling your Petitioners and such others aA may become 
 shareholderti in the (Nxiipany tiiereby created, a body corporate and 
 politic un<l))r the name and for the purpones and obji>cts aforesaid.
 
 FORMS. 67 
 
 And your Petitioners, as in duty bound, will ever pray. 
 
 Si(jnatures of Witnesses. Sifjnatvres of Petitioners. 
 
 A. F. LoBB, as to W. J. Thomas. 
 
 A. F. LoBB, as to Thos. Taylor. 
 
 A. F. LoBB, as to Thos, B. Tayloe. 
 
 John G. Gibson, as to S. A. Thomson. 
 
 John G. Gibson, as to H. V. Taylor. 
 
 John G. GnssoN, as to G. P. Sharpe, 
 
 By his Attorney, Herbert Mason. 
 Dated at Toronto, this 15th day of February, 1887. 
 
 ilf incorporation is sought under any other Act as well, its title should 
 be interlined here as, for instance, "The Timber Slide Companies' Act," or 
 "The Street Railway Act," or "The Act respectin-^ Companies for Steam 
 and Heating, or for supplying Electricity for Light, Heat or Tower, etc." 
 
 2lf the capital of the proposed Company is S3,000 or under, notice may be 
 dispensed with. If this is desired, Paragraph No. 2 should be struck out, and 
 the following words should be added to the prayer of the Petition on Page G7, 
 after the words "objects SLforesa.\d"— and your petUioners further pra;/ that 
 
 inasmuch as the capital stock rf the said Company is to be dollars. 
 
 Your Honour may also he pleased to dispense with the notice mentioned in Section 
 of the said Act. 
 
 3The Directors, who must be at least three in number, must be petitioners 
 and shareholders. Each Director must hold his stock absolutely in his own right. 
 
 FORM No. 8. 
 
 POWER OF ATTORNEY TO SIGN PETITION AND 
 STOCK B00K.1 
 
 Know all men by these Presents that I, the undersigned, of the City 
 of Edinburgh, in that part of the United Kingdom of Great Britain 
 and Ireland called Scotland, do hereby make, constitute and appoint 
 Herbert Mason, of the City of Hamilton, in the Province of Ontario, 
 Escjuire, my true and lawful Attorney, for me and in my name and 
 stead to sign the Petition of " The Hamilton Stove Company," pray- 
 ing for incorporation under the Ontario Joint Stock Companies' Letters 
 Patent Act, and also in my name aiid as my act and deed to sign the 
 Stock Book of the said Company for four hundred shares of the capital 
 
 *In these columns, specify the amount, if any. paid by each Petitioner upon 
 his stock, and show whether it was paid in cash, by transfer of property, or how 
 otherwise, in" If nothin/j has been paid, state the fact. 
 
 iThe power of Attorney should in every case be given for a specific purpose, 
 as shewn above, and not in general terms, or for general purposes.
 
 68 JOINT STOCK companies' MANUAL. 
 
 stock thereof at fifty dollars per share, and generallj* to do all lawful 
 actsreiiuisite and necessary for etlecting the premises, hereby agreeing 
 to ratify and confirm all that my saidAttorney shall do therein. 
 
 In witness whereof I have hereunto set my hand and seal at Edin- 
 burgh, this second day of January, A.D. 1887. 
 
 Signed and sealed in the / George Peter Suarpe. 
 
 presence of I ,^,„^ 
 
 George Inolis. ) ) Seal. > 
 
 FORM No. 9. 
 AFFIDAVIT VERIFYING P(J\VER OF ATTORNEY. 
 
 „ ,, ( In the matter of the Power of Attorney 
 
 City of EtUMiiKGn, \ . , ^ r> x ou 1 1\, ni 
 
 _ .' given by George Peter Sharpe, of the City 
 
 ^ ° ' /of Edinburgh, to Herbert Mason, of the 
 
 City of Toronto, in the Province of Ontario. 
 
 I, George Inglis, of the City of Edinburgh, Student-at-law, make 
 oath and say ; — 
 
 1. That I was personally present and did see George Peter Sharpe 
 sign the said Power of Attorney hereunto annexed. 
 
 2. That I know the said party. 
 
 3. That the signature George Peter Sharpe i.-* of the proper hand- 
 writing of the said party. 
 
 4. That the signature *' George Inglis," attesting the signature afore- 
 said, in the true signature of me, this deponent. 
 
 Sworn before mo at the City of ^ 
 Edinburgh, this second day nf .laini- / CiEukge Inui.is. 
 
 ary, 1««7. ' 
 
 Peter Uowk, 
 
 yotary I'uhlir. 
 
 FORM N<j. 10. 
 AFMKWIT \i;i:ll ^ IN<; .sICN aITIIIvS to I'KTITIoN. 
 
 PitoviNcK. OK O.NTAiiio, In the Matter of the appliciit ion, uudur the 
 
 „ , ... , Ontario Joint Stock Conii>aniuH' Lotturn Pa- 
 
 County of W ontworth, . ... ,.,..,1- I 1 Tl 1 .1 
 
 f tent Act, of >> illiam .John 1 liomas and others 
 T„ \\'[\, I for incorporation an Tlic ll'iniiltMU St<>vo 
 
 I Company. 
 
 !, .\rthur Kn-i-maii l.obb, of the ('Hy of Hamilton, in tlio County of 
 Wentworth, 8tu<lutit-at-Law, make riath and say :
 
 FORMS. 69 
 
 1. That I was personally present and did see William John Thomas 
 Thomas Taylor and Thomas Bright Taylor, applicants for incorporation 
 by Letters Patent of the said Company, sign the petition hereunto 
 annexed, and marked as Exhibit " A " to this my affidavit, 
 
 2. That I know the said parties. 
 
 3. That the signatures " W. J. Thomas," "Thos. Taylor," and 
 " Thos. B. Taylor," are of the proper hand- writing of the said parties. 
 
 4. That the signatures " A. F. Lobb," attesting the signatures here- 
 inbefore mentioned, are the true signatures of me, this Deponent. 
 
 Sworn before me at Hamilton," 
 in the County of Wentworth, 
 this seventeenth day of Feb- 
 ruary, A.D. 1887. 
 
 John Roe, 
 
 A Commissioner, etc. 
 
 A. F. LOBB. 
 
 A similar aflfidavit by Mr. Gibson should be furnished, verifying 
 the other signatures. 
 
 FORM No. 11. 
 
 STOCK BOOK 
 
 Of The Hamilton Siove Company. 
 
 To be incorporated under "The Ontario Joint Stock Companies' Letters 
 Patent Act." 
 
 Capital $200,000, in 4,000 Shares of $150 each. 
 
 We, the undersigned, do hereby severally, and not one for the other, 
 subscribe for and agree to take the respective amount of the capital 
 stock of The Hamilton Stove Company set opposite our names as here- 
 under and hereafter written, and we do covenant and agree each with 
 the other to pay the amount so 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 
 provisions of the Letters Patent of Incorporation and the By-laws, 
 Rules and Regulations of the said Company, to be made in pursuance 
 of its Charter or of the said Act.
 
 70 
 
 JOINT STOCK COM TAN IKS MANUAL. 
 
 Date. 
 
 Name. 
 
 t Seal Residei.ccs 
 
 Xu. of Shares. Amount. 
 
 A. F. Lobb. 
 
 X F. Lobb. 
 A. F. Lobb. 
 
 I 1887. 
 15 Feb. W. J. Thomas. 
 
 L.8. 22 Biverbt. 
 
 ... Five liundred & 
 I j iiinety-riiiie... 
 
 16 Feb. Thos. Taylor.... I L.S. 180 Front st K. Six hundred... 
 15 Feb. lho8. B. Taj I or L.S. 180 Front st E. 'Five hundred & 
 ' I ninety-iiine... 
 
 22 River st «>r.c 
 
 IhO Sherborne si One 
 
 Edinburgh iFour hundred.. 
 
 John G. Oibson 17 Feb. S A. Thomson.' L.S. 
 Jolin (; IJibson 17 Feb. IL V. Taylor... L S. 
 John U. Uibton 17 Fob. 0. V. Shar|M)... 
 (by his Attor- 
 ' ncy 11. Mason) L.S. 
 
 ?.^9.i)00 00 
 (XJ.OOO 00 
 
 59,900 ( 
 100 00 
 100 CO 
 
 20,000 00 
 
 FORM No. 12. 
 
 AFFIDAVIT VERIFYINc; SIGNATURES TO STUCK- BUUK. 
 
 Pkcjvi.nce (jK Ontakio j 
 County of Wentworth, 
 To Wit. 
 
 ):: 
 
 In the matter of the application under the 
 Ontario.Joint StockCompanies' Letteral'atent 
 Act of William John Thomas and others, for 
 incorporation undur the corporate name of 
 
 The Hamilton Stove Company." 
 
 1, Arthur Freeman Lobb, of the City of Hamilton, in the County of 
 Wentworth, Student-at-Law, make oath and say : 
 
 1. That I was personally present and did see William John Thomas, 
 Thomas Taylor, and Thomas Bright Taylor, therein named, aiya the 
 Stock-Book of tho said proposed U^miiany, marked as e.xhibit A. 
 
 2. That I know the said parties. 
 
 \i. That the sij^'natures " W. J. ThomaH," " Thos. Taylor," and 
 ♦' Thos. H. Taylor," are of the proper handwriting of the said parties. 
 
 4. That the signatures " A. F. Lobb,'' attesting tho signatures here- 
 inbefore mentioned, are tho true signatures of mo, this Deponent. 
 
 A. F. Lor.i?. 
 
 .Sworn before mo at the City of 
 liaiiiilton, in the C(junty of 
 Wentw<jrlh, this Mevonteenth 
 May of February, .\.D. 1 hh7. 
 
 .loii.v UoK, 
 
 .1 Qimmijiaionfii , ilr. 
 
 \ aiiiiibir ntlidavit should bo should be made by .Mr. (IiIihou for the 
 piirpoHO of verifying the other Higiialurun.
 
 FORMS. 71 
 
 FORM No. 13. 
 
 AFFIDAVIT VERIFYING COPY STOCK-BOOK. 
 
 '\ In the matter of the applicaticm under 
 
 Province OF Ontario, the Ontario Joint Stock Companies' Letter 
 
 County of Went worth, I Patent Act of William John Thomas and 
 
 others, for incorporation, under the cor- 
 
 To Wit. porate name of "The Hamilton Stove 
 
 '' Company." 
 
 I, Arthur Freeman Lobb, of the City of Hamilton, in the County of 
 Wentworth, Student-at-Law, make oath and say : 
 
 That the paper writing hereunto annexed, marked as exhibit "A," 
 to this my Affidavit, has been carefully compared by me with the ori- 
 ginal Stock Book of " The Hamilton Stove Company," and that I find 
 the same to be a true and correct copy thereof. 
 
 A, F. LOBB. 
 
 Sworn before me at the City of 
 
 Hamilton, in the County of 
 
 Wentworth, this seventeenth 
 
 day of February, A.D., 1887. 
 
 John Roe, 
 
 A Commissioner, etc. 
 
 FORM No 14. 
 
 BY-LAW FOR INCREASE OF CAPITAL STOCK. 
 
 By-Law Number 29. 
 
 A By-law to increase the capital stock of " The Hamilton Stove Com- 
 pany." 
 
 Whereas the capital stock of "The Hamilton Stove Company," is two 
 hundred thousand dollars, in four thousand shares of fifty dollars each, 
 of which nine-tenths has been taken up, and ten per centum thereon 
 paid in : 
 
 And whereas for the due carrying out of the objects of the said Com- 
 pany, the Directors of the said Company consider it requisite to make 
 a by-law for increasing the capital stock of the Company to the sum of 
 two hundred and fifty thousand dollars. 
 
 Now, Therefore, the said Directors of "The Hamilton Stove Com- 
 pany " enact as follows, that is to say : 
 
 1. That the capital stock of the said Company be, and the same is 
 hereby increased from the sum of two hundred thousand dollars to the
 
 72 JOINT STOCK companies' MANUAL. 
 
 sum of two hundred and tifty thousand dollars by the issue of one 
 thousand shares of new stock of fifty dollars each. 
 
 2. That the new shares be issued and allotted in snch manner and 
 prop<)rti<m as the directors of the Company may deem proper for the 
 benefit of the Company. 
 
 3. That this Jiy-law be submitted wilh all due dispatch fnr the con- 
 firmation of the Shareholders of the Company at a General Meeting to 
 be called for considering the same. 
 
 Passed this 3rd day of April, A.D. 1887. 
 
 W. .J. THOMAS, 
 ^— -^~— President. 
 
 Tho.v Taylor, j g^^, | 
 
 Secretary. ' ' 
 
 Hamilton, Srd April, 1887. 
 
 Tof copy of this by-law tratiHmitted to^ the Provincial Secretary should 
 have apjiCuAed to it the words "Certitie.l, under the Seal of the said Cnniiiany to 
 the H<jni>ural)le the Provincial Secretary." 
 
 W. .1. THOMAS. 
 THnS. TAYLOP, . — ■ — J'rui'hnt. 
 
 Secretary. j ^^^^ \ 
 
 TluH bylaw may be adapted fur use in case of the removal of the chief jilace 
 of bu^iine-s of the company- 
 
 FORM No. 15. 
 
 AFFIIJAX IT VKKIKYINC HV-LAW F( Ml INCREASE OF 
 CAPITAL STOCK ; i'K()\'IN(; DTK SANCTION OK 
 SAMK AND IM MLIC.VTION TliKKKoK IN 
 ONTARIO (JA/KTTE. 
 
 I'KoviN. K OK O.NTAhio, ^ ,,^ th.-matt,T..f th.. iucn.Jise of the capi- 
 (Jounty of Weiitworth, , tal «tock of " 'Dm- Ilainllton Stovo Com- 
 To Wit. \ pany." 
 
 I, Thomas Taylor, «)f thi- said (Jity of Hamilton, EH<|uir(', niak(< oath 
 and nay : 
 
 1, That I am th«j Socrutnry of tin- said " Thf Hamilton Stovit C'om- 
 pany," 
 
 2. 'I'hal tin- anntnedpapor writing marke<l " A " to thin my atiidavit, 
 in a tru« and correct copy of iJy-law Numbi-r !.".», pimsud on the 3rd 
 April, 1HM7. by th« Oir«ctor» of thu naid Company, for tin- puri)o8c of 
 incT«ajiin« th.; caj.iral utock of tin- naid (V.mi.any. fmm tho sum of two 
 hundred thounand dollarn, t4» the sum (»f two huiidrcd and fifty thou-
 
 FORMS. 73 
 
 aand dollars, by the issue of one thousand shares of new stock of fifty 
 dollars each, 
 
 3. That the said By-law was sanctioned by a vote of not less than 
 two-thirds in value of the Shareholders of the said Company, present 
 in person or by proxy at a general meeting of the Company duly called 
 for considering the By-law, and held on the 11th May, 1887. 
 
 4. That a copy of the said By-law, has be6n certified under the seal 
 of the Company to the Provincial Secretary, marked "B." 
 
 Sworn before me at the City of Hamilton, ) 
 in the County of Wentworth, this 12th day J THOS. TAYLOR, 
 of May, 1887. * 
 
 JoHx Roe, 
 A Commissioner, etc. 
 
 This affidavit may be adapted for use in case of the incTease or decrease of 
 the number of directors. 
 
 FORM No. 16. 
 
 BY-LAW OF COMPANY REGULATING THE CALLING OF A 
 GENERAL MEETING. 
 
 By. Law No. 2. 
 
 Whereas, the directors of the Hamilton Stove Company deem it 
 expedient that certain by- laws for regulating the afi'airs of the Com- 
 pany should be made. Now, therefore, be it enacted, and it is hereby 
 enacted, 
 
 That a general meeting of Shareholders, may be called at any time 
 by the Directors, when they may deem the same necessary or advis- 
 able for any purpose, not contrary to law, or the letters patent of the 
 Company, or the Statute, and it is incumbent on the President to call 
 a special meeting of the shareholders whenever recjuired so to do in 
 writing, by one-fourth part in value of the Shareholders of the Com- 
 pany, for the transaction of any business specified in such written 
 requisition and notice, calling the meeting. 
 
 Notice of the time and place for holding general meetings of the Com- 
 pany, must be given at least ten days previously thereto in The Even- 
 ing Times, and also by mailing the same as a registered letter, duly 
 addressed to each shareholder at least ten days previous to such meet-
 
 <4 .lOIXT STOCK COMPANIES MANUAL. 
 
 FORM No. 17. 
 
 AFFIDAVIT VERIFYING BY-LAW REGULATING THE 
 CALLING OF A GENERAL MEETING. 
 
 Province of Ontario, ^ j„ ^Yie matter of the By-law of " The Hamil- 
 Coiinty of Wentworth, i" *»" ^*o^« Company " regulating the calling 
 To Wit. ; °^ meetings. 
 
 I, Thomas Taylor, of the City of Hamilton, in the County of Went- 
 worth, Secretary of the above named Company, make oath and say : 
 
 That the annexed paper marked " C " is a true and correct copy of 
 By-law Number 2, regulating the calling of special general meetings of 
 the Company. 
 
 Sworn before me at the City of Hamilton, "j 
 in the County of Wentworth, this third day of J THOS. TAYLOR. 
 April, 1887. ' 
 
 John Rok, 
 
 A Commissioner, etc. 
 
 FORM No. 18. 
 
 NOTICE IN LOCAL NEWSl'APER OF A SPECIAL (iENERAL 
 
 MEETING. 
 
 "A" 
 
 NOTK'K. 
 
 \ Special < Jenoral Mooting of the Shareholders of the Hamilton Stove 
 Company, for considuring and sanctioning By-law No. 2!> (passed by 
 the Directors, IJrd April, l^*^"), for the incroase of the capital stock of 
 the Company, from tliu sum of two luindrod tluiiisantl (l(»llarH to the 
 sum of two Imndred and lifty thousand dollars, by the issuo of one 
 thoutand shares of now stock of lifty dollars each, will bo hold at the 
 Company's oftico, in tho City of Hamilton, on Wodnosday, tlu> 11th 
 •lay of May next, at tho hour of 10 o'clock in tho forenoon. 
 
 By (}riUr, 
 
 THOS. TAVLoR, 
 
 Serrrtarij. 
 
 This form may bo used for notice in Ontario (ia/ctto if necessary.
 
 FORMS. . 75 
 
 FORM No. 19. 
 
 AFFIDAVIT PROVING DUE CALLING OF A GENERAL MEET- 
 ING AND VERIFYING NOTICE IN LOCAL NEWSPAPER. 
 
 Province of Ontario, "j 
 County of Wentworth, I I" ^^^ matter of a general meeting of 
 
 To Wit. j " The Hamilton Stove Company." 
 
 I, Thomas Taylor, of the City of Hamilton, in the County of Went- 
 worth, Esquire, make oath and say : — 
 
 1. That I am the Secretary of the said " The Hamilton Stove Com- 
 pany." 
 
 2. That a general meeting of the Shareholders of the said Company 
 was held at the said City of Hamilton on the 11th May, A.D. 1887. ' 
 
 3. That the said meeting was duly called pursuant to the By-law ^ of 
 the Company, by giving notice thereof on the 1st May, 1887, in The 
 Evening Times, a newspaper published at the said City of Hamilton 
 and by mailing the same, as a registered letter, duly addressed to each 
 shareholder, at least ten days previous to such meeting. 
 
 4. That the clipping from the said The Even'nyj Times, attached to 
 this my affidavit, and now shown to me marked " A," is a true and 
 correct copy of the said notice given as aforesaid. 
 
 5. That said meeting was called for considering By-law No. 20 of the 
 said Company, increasing the capital stock of the Company from the 
 sum of two hundred thousand dollars to the sum of two hundred and 
 fifty thousand dollars by the issue of one thousand shares of new stock 
 of fifty dollars each. 
 
 Sworn before me at the City of ) 
 Hamilton, in the County of Went- ^ THOS. TAYLOR, 
 
 worth this 11th day May, A.D. 1887. \ 
 John Roe, 
 
 A Commissioner. 
 
 FORM No. 20. 
 
 AFFIDAVIT PROVING DUE CALLING OF GENERAL MEET- 
 ING WHERE NO BY-LAW FOR THE PURPOSE HAS 
 BEEN PASSED,- AND VERIFYING NOTICE 
 IN LOCAL NEWSPAPER AND ONTARIO 
 GAZETTE. 
 
 Province of Ontario, "j In the matter of the calling of a general 
 County of Wentworth, V meeting of "The Hamilton Stove Com- 
 ToWit. j pany." 
 
 1 Provisions of the Statute, or of the Letters Patent, or of a By-law of the 
 Company made for the purpose (is the case maii be. 
 
 -If the meeting was called untler special provisions in the Charter, the afti - 
 davit must be drawn to suit the circumstances.
 
 7G JOINT STOCK companies' MANUAL. 
 
 I, Thomas Taylor, of the City of Hamilton, in the County of Went- 
 worth, Secretary of the above named Company, make oath and say : — 
 
 1. That a notice calling a general meeting of " The Hamilton Stove 
 Company," for the 11th day of May, 1887, at the Company's olhce, in 
 the City of Hamilton, for the purpose of considering and sanctioning 
 By-law No. 'J'J (made by the Directors 3rd April, 1887), increasing 
 the capital stock of the Company from the sum of two hundred thou- 
 sand dollars to the sum of two hundred and tifty thousand dollars by 
 the issue of one thousand shares of new stock of fifty dollars each, was 
 inserted in The Eroiintj Times, a newspaper published at the chief 
 place of business of the Company, on the lat day of I\Iay, 1887. 
 
 2. That at least ten days previous notice of the said meeting was 
 given in the said The Eeenitij Timen. 
 
 3. That the newspaper cutting hereto annexed and marked " A,' 
 to this my atlidavit is a true copy of the said notice. 
 
 4. That at least ten days' notice was also given by publishing the 
 same in the Ontario Gazette (or ((.s the ame uiaxj he, by mailing the 
 same as a registered letter duly addressed to each shareholder of the 
 aaid Company.)' 
 
 5 That the clipping from the said the Oidariu Ga:.etle, attached to 
 this my afhdavit, and now shewn to me marked "A," is a true and 
 correct copy of the said notice given as aforesaid. 
 
 Sworn before me at the city of Ham- j 
 ilton, in the County of Wentworth, V 
 this 11th day of May, A.D. 1887. ) 
 
 THUS. TAYLOR. 
 
 Joiix Hoe, 
 
 A Cvniinissioner, eli 
 
 FORM No. 21. 
 
 l»ETITION KOK sri'l'LK.MKN'rAKV LKTIKKS l'.\ I KN T 
 INCIIKASINC CAI'lT.Mi STOCK. 
 
 To the Honourable Sir .\lyxan<ler (Jampljull, K.< '. .M.( J. ^ Lieutenant- 
 
 Oovornor of the Province of Ontario in Council : 
 
 Thu petition of the iJirectorn of "The Hamilton Slovo Company." 
 
 Humbly nheweth . 
 
 1. That your petitioners are the Directors of "The Haniiltun Stove 
 Company.' 
 
 • CUuM 4 il^vn i«"t iipl'iy I" ciiiiiiiuiii'H wliimv Lii|.iliil ii ■* t.WO (ir Ic»h.
 
 FORMS. / 7 
 
 2. That the 3aid Company was incorporated under '"The Ontario 
 Joint Stock Companies' Letters Patent Act," by Letters Patent, dated 
 21st February, A.D. 1887. 
 
 3. That the capital stock of the said Company, bj the said Letters 
 Patent, was fixed at two hundred thousand dollars, of which nine- 
 tenths has been taken up and ten per centum thereon paid in. 
 
 4. That the said capital is insufficient for the purposes of the said 
 Company. 
 
 5. That your Petitioners made oti the third day of April, A.D. 1887, 
 a By-law increasing the capital stock of the said Company to the sum 
 of two hundred and fifty thousand dollars, such amount being consid- 
 ered by your petitioners requisite for the due carrying out of the objects 
 of the Company. 
 
 6. 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 City of 
 Hamilton, on the eleventh day of May, A.D. 1887. 
 
 7. That your Petitioners, in accordance with the provisions of the 
 said Act, have given four weeks' notice in the Ontario Gazette, of their 
 intention to apply for Supplementary Letters Patent confirming the 
 said By-law. 
 
 Your Petitioners therefore pray that your Honour may 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. 
 
 Witness : -j .— — ^y. J. THOMAS, 
 
 JOHN ROE, ■ 1 S«*^- I THOS. TAYLOR, 
 
 J v^-. — ■ THOS. B. TAYLOR. 
 
 Dated at Hamilton, 
 
 this sixth day of June, A.D. 1887. 
 
 FORM No. 22. 
 
 AFFIDAVIT VERIFYING SIGNATURES TO PETITION FOR 
 SUPPLE MENTARYf LETTERS PATENT. 
 
 Province of Ont.4RIO, ^ In the matter of the Petition of the " Haniil^- 
 ton Stove Compan)'" for Supplementar y Let- 
 County of Wentworth, ^^^^ Patent,? confirming a By-law" iiTcreasing 
 To Wit. I ^^^^ capital stock ^of the Company. 
 
 I, .John Roe, of the city of Himilton, in the County of Wentworth, 
 Ba,rrister-at-Law, make oath and say : —
 
 78 Joint stuck companies' manual. 
 
 1. That I was personally present and did see William John Thomas, 
 Thomas Taylor and Thomas Bright Taylor, the Directors of the said 
 Company, sign the Petition for Supplementary Letters Patent, marked 
 as exhibit '' A. " 
 
 2. That I know tlie said parties. 
 
 3. That the signatures " W. J. Thomas," "Thos. Taylor," and "Thos. 
 B. Taylor," are of the proper handwriting of the said parties. 
 
 4. That the signature " John lloe," attesting the signatures herein- 
 before mentioned, is the true signature of me this Deponent. 
 
 •Sworn before me at the city of •\ 
 Haniiltun, in the County of Went- > JUHN KUE. 
 
 worth, this sixth day of June, 1887. ) 
 R. W. Everett, 
 
 , A Cotnminiioner, etc. 
 
 FORM No. 23. 
 
 MjTICE in nNTJrilO GAZETTE, OF Al'PLICATlON FOR 
 SI PPLEMENTARV LETTERS PATENT. 
 
 NoTiuE is hereby j^iven that, within six mor.tlis from llio eleventh 
 day of May, A.D. 1887, the date of the sanction thereof by the Share- 
 holders of the Company, application under " Tlie Ontario Joint Stock 
 Companies Letters Patent Act," will bo made by tlie Directors of " The 
 Hamilton Stove Company," to the Lioutenant-( Jovernor of the Pro. 
 vince of Ontario in (Jouncil, for the grant of Supplementary Letteis 
 Patent, to conlirm a Bylaw for increasing tlie capital stock of the said 
 "The Hamilton Stove Company," from two hundred thousand dollars 
 to two hundred and tifty thousand dollars, by the issue of one thousand 
 •hares of new stcjck of tifty dollurH each. 
 
 JOHN ROE, 
 
 Sulicitur fur J;>j</iC(Mi/.s. 
 Firht instrted in <ia:.ilh , 
 11 ih day of May, 1««7. 
 
 FORM No. 24. 
 
 AFFIDAVIT VERIFVIN*; NolKK I .\ OST.lliKKl AZKTTIlOY 
 
 Al'I'LK'ATioN F(»i: ,sr PPLE.M FNT A RV LFTTKRS 
 
 PATENT. 
 
 PiioviWfr OK Ontauio, I III till) iiiiilli-r of tlu! iipplicutioH of "The 
 I iiiimihoii Stove Company," for Supplumcn- 
 County of Weniworlh, . ^^^^^, i^,ttor« Patent, conlirming a By law in- 
 *" " '^ • j creasing the capital stock.
 
 FORMS. 79 
 
 I, John Roe, of the City of Hamilton, in the County of Wentworth 
 Barriater-at-Law, make oath and say : 
 
 1. 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. 
 
 2. That the said notice was published in the issues of the said 
 Gazette, of the fourteenth, twenty-first and twenty-eighth days of May, 
 and the 4th day of June, A.D. 1887. 
 
 Sworn before me at the City of Ham- 
 ilton, in the County of Wentworth, ) JOHN ROE. 
 this sixth day of June, A.D. 18 8 7 . 
 R. W. Everett, 
 
 A Commisioner , etc. 
 
 FORM No. 25. 
 
 AFFIDAVIT RESPECTING BONA FIDE CHARACTER OF 
 INCREASE OF CAPITAL STOCK. 
 
 Province of Ontario, | In the matter of the petition of " The 
 I Hamilton Stove Company," for Supplemen- 
 County of Wentworth, Uary Letters Patent, to confirm a By-law 
 To Wit : J for the increase of the capital stock thereof. 
 
 I, William John Thomas, of the City of Hamilton, in the County of 
 Wentworth, make oath and say : 
 
 1. That lam the President of "The Hamilton Stove Company," and 
 that I have a knowledge of the matters herein deposed to. 
 
 2. That nine-tenths of tlie stock of the Company has been taken up, 
 and ten per centum thereon paid in. 
 
 3. That the present capital of the Company is insufficient for the pur- 
 poses of the Company. 
 
 4. That the proposed increase in the capital stock of the company 
 is bona fide, and in the opinon of the Directors requisite and necessary 
 for the due carrying out of the objects of the Company. 
 
 5. That the allegations in the said petition contained are to the best of 
 my knowledge and belief true in substance and in fact. 
 
 Sworn before me at the City of \ 
 Hamilton, in the County of Went- > W. J. THOMAS. 
 
 worth, this Cth day of June, A.D. 1887. ) 
 John Roe, 
 
 A Commissioner, etc.
 
 80 JOINT STOCK companies' MANUAL. 
 
 FORM No. 26. 
 
 BY-LAW INCREASING (OR DECREASING) THE NUMBER OF 
 DIRECTORS. 
 
 By-law Number 30. 
 
 Whereas the number of the Directors of ' ' The Hamilton Stove 
 Company " is three (ut- as the case may be), and it is expedient that the 
 number should be increased ; 
 
 Now tlierefore, the Directors of the said "The Hamilton Stove Com- 
 pany " enact as follows : 
 
 That the number of Directors of the said Company be and the same 
 is hereby increased (or, decreased) to five. 
 
 Dated at Hamilton, this seventh day of June, A.D. 1887. 
 Thos. Taylor, W. .J. THOMAS, 
 
 Secretary. , -»-'— . J'resldent. 
 
 j Seal. 
 
 FORM No. 27. 
 
 NOTICE I'LBLISUINC BY-LAW IN oXTMilU tlA/.ElTE, 
 CHANGING NUMLKIt < >F DIRECTORS. 
 
 Under the provisions of R.S.O. 1887, Chap. 157, Sec. 35, the Direc- 
 tors of the Hamilton Stove Ct^npany, hereby give piiblic notice that 
 ^hoy have passed the following By-law : 
 
 Whereas the number of Directors of the Hamilton Stove Company, 
 is three (or, an the rase may he) and it is o.vpodit'nt that the number 
 shonlcl bo increased. 
 
 Now, tliereforo, the Directors of the said The Hamilton Stove Com- 
 pany enact as follows : 
 
 That the number of Dircctijrs of the said Coinimuy lie and tlu- same 
 is hereby increased to Jivo. 
 
 W. .1. THOMAS, 
 
 TllOMAH TaVLOH, , ^ J'rr.HiiliHt. 
 
 Srnrtary. \ f^^^, I 
 
 I — I 
 
 Dated at Hainiltnn, 
 
 this seventh dny of .Fniic, A.l). 1M87.
 
 FORMS. 
 
 FORM No. 28. 
 
 81 
 
 NOTICE OF APPLICATION FOR CHANGE OF COflPORATE 
 
 NAME. 
 
 Notice. 
 Public notice is hereby given that(l) "The Hamilton Stove Company,'^ 
 a Company incorporated under the Ontario Joint Stock Companies' 
 Letters Patent Act, will, after four weeks from the first publication 
 hereof, in the Onkirlo Liazdte, and in The Evening limes, a newspaper 
 published in the locality in which the operations of the said Company 
 are carried on, apply under the Act respecting the Changing of the 
 names of Incorporated Companies, to His Honour the Lieutenant- 
 Governor of Ontario in Council, for an Order changing its corporate 
 name to that of "The Toronto Stove Company," 
 
 2. That the said Company is in a solvent condition. 
 
 3. That the change desired is not for any improper purpose, it being 
 the intention of the said Company to remove its works to the said City 
 of Toronto. 
 
 4. That the name desired is not the name of any other Company, 
 incorporated or unincorporated, or liable to be unfairly confounded 
 therewith, or otherwise on public grounds objectionable. 
 
 JOHN ROE, 
 
 Solicitor for the Company. 
 First inserted in Gazette, 
 2nd day of July, 1888. 
 
 A similar form may be used for notice in local newspaper. 
 
 FORM No. 29. 
 
 AFFIDAVIT PROVING PUBLICATION OF NOTICE OF 
 APPLICATION FOR CHANGE OF NAME. 
 
 Province of Ontario, 
 
 County of Wentworth, 
 To Wit : 
 
 In the matter of the application under 
 "The Act respecting the Changing of the 
 names of incorporated Companies," of " The 
 Hamilton Stove Company," a Company carry- 
 ing on business at the City of Hamilton, for 
 an Order in Council changing its name. 
 
 I, Richard Doe, of the City of Hamilton, in the County of Went- 
 worth, Student at Law, make oath and say : 
 
 1. That four weeks previous notice of the intention of "The Hamil- 
 ton Stove Company" to apply for an Order of His Honour the Lieut-
 
 82 JOINT STOCK companies' MANUAL. 
 
 enant-Governorin Council, changin;^ its corporate name tothat of '• The 
 Toronto Stove Company," was inserted in the Ontario Ga::ettt, on the 
 following dates, viz : July 2nd, 0th, IGth and 23rd, A.D. 1887, and 
 that the cutting from the said Ontario Ga-:ette hereto annexed and 
 marked aa exhibit " A " to this my affidavit is a true copy of the said 
 notice. 
 
 Sworn before me at the City of Ham- \ 
 ilton, in the County of Wentworth, [ RICHARD DOE. 
 
 this 25th day of July, A.D. 1887. ' 
 
 John Roe, 
 
 -4 Commissioner, etc. 
 
 A similar affidavit is rcjuired verifying the notice in the local news- 
 paper, with this addition : 
 
 2. That the 8ai<l (name of newspaper referred to) is a newspaper pub- 
 lished in the locality in which the operations of the said Company are 
 carried on. 
 
 FORM No. 30. 
 
 PETITKJN F(Jli oliDKii IN CijUNClL CHANOINC; NAME oF 
 COMPANY. 
 
 To the Honourable Sir Alexander Campbell, K.C.M.G., etc.. Lieuten- 
 ant (Governor of the Province of Ontario in Council. 
 The petition of " The Hamilton Stove Company," 
 
 Humbly shewcth : 
 
 1. That the above named Company was incorporated under a general 
 Act, viz., "The Ontario Joint Stock Companies' Letters Patent Act," 
 by Letters Patunt under the Great Seal bearing date the twenty-first 
 day of February, A.D. 1HH7. 
 
 2. 'I'hiit your putitioners are doHiro\iH of changing tliuir corporate 
 name to that of "The Toronto Stove Coini)any." 
 
 ;j. That your |>otiti(jtierH are in a solvent condition, aw i« nliown l)y 
 the statement in (ieneral Italance-Sheot of the Company, hereto an- 
 nexed. 
 
 4. That the chan((0 desired by your ]iutit.ion«Tn is not for any im- 
 proper purpoHo, and is ncjt otlicTwise objcclionabie, tlio oltjccl of your 
 petitionurn b«;in^ to ri-move the wfjrksof tlio Haid Company to (lio Hai<i 
 City of Ton»nto. 
 
 r>. That the name denired in not the name of any other known Com- 
 pany, inc*<r|K>rated or unincorporated, or liable to be unfairly con- 
 founded therewith.
 
 FORMS. 83 
 
 Your petitioners therefore pray that your Honour will be pleased 
 by Order in Council to change their corporate name from that of " The 
 Hamilton Stove (Company," to that of " The Toronto Stove Company." 
 And your Petitioners, as in duty bound, will ever pray. 
 
 W. J. THOMAS, 
 Thomas Taylor, President. 
 
 Secretary. ^-^^^ 
 
 I Seal. I 
 
 Dated at Hamilton, 
 25th July, A.D. 1887. 
 
 FORM No. 31. 
 
 AFFIDAVIT VERIFYING PETITION FOR CHANGE OF 
 NAME. 
 
 Province of Ontario, j ^^ t^® matter of the petition of " The 
 
 Hamilton Stove Company," for an Order of 
 
 County of Wentvvorth, Igj^ Honour the Lieutenant-Governor in 
 
 To Wit Council, changing its corporate name to that 
 
 J of " The Toronto Stove Company. " 
 
 I, William John Thomas, of the City of Hamilton, in the County of 
 Wentworth, President of the Company, make oath and say ; 
 
 1. That the allegations in the within petition contained are to the 
 beat of my knowledge and belief true in substance and in fact. 
 
 Sworn before me at the City of Ham- ^ 
 ilton, in the County of Wentworth, W. J. THOMAS, 
 
 this 25th day of July, A.D. 1887. ) 
 John Roe, 
 
 A Commissioner, etc. 
 
 FORM No. 32. 
 AFFIDAVIT VERIFYING SIGNAlURES TO PETITION. 
 
 Province of Ontario, 
 
 County of Wentworth, 
 To Wit. 
 
 In the matter of the application under the 
 Act, " The Act respecting the changing of the 
 names of Incorporated Companies " of " The 
 Hamilton Stove Company," a Company carry- 
 ing on business at the City of Toronto, for an 
 Order in Council changing its name.
 
 84- JOINT STOCK companies' MANUAL. 
 
 I, Arthur Freeman Lobb, of the City of Hamilton, in the County of 
 Wentwurth, Student at Law, make oath and say : 
 
 1. That I was personally present, and did see William John Thomas 
 and Thomas Taylor, President and Secretary respectively, of the said 
 Comi)any, sign the said Petition, marked as exhibit "A" ; that I know 
 the said parties, and that the signatures " W. J. Thomas " and " Thos. 
 Taylor " are of the proper handwriting; of the said parties. 
 
 Sworn before me at the City of i 
 
 Hamilton, in the County of I \ p L(JBB 
 
 Wentworth, this 25th day of | 
 July, A.D. 1887. J 
 
 J. R )K, 
 
 .1 Cnmmissioiter, etc. 
 
 FORM No. 33. 
 EV^IDENCE OF THF COMPANY'S SOLVENCY. 
 
 Thn should consist of a Balance Sheet or of a Statement specially 
 prepared for the purpose, setting out the Company's affairs in detail, 
 sufficient to satisfy the Lieutenant-Governor in Council. 
 
 As the Act under which the change of name is to be granted, makes 
 proof of the solvency of the applicants, a .si/.e <jhci non, the Provincial 
 Secretary re<|Utre8 that the evidence to bo given on that head shall be 
 clear and convincing. Such evidenca may ccmsist of (1.) The last 
 P.alance sheet of the Company if of sulliciently recent date, or (*2) of a 
 (General Statement of the Company's afl'airs, specially made by com- 
 petent authority, and sotting forth the material facts. The liilance 
 Sheet or the Statement, as the case may be, must bo veriliod by the 
 aHidavit of «<»mo one convrrsant with the afT.iirH of tho applicants. 
 
 FORM No. 34. 
 
 lkt]i:ks i*.\i'i;Nr. 
 
 ( ) ALKX/\NJ)KK C.VMI'I'.i:!,!,. 
 
 Vktohi A, /.;/ tin; Ornce nf Gud, of I he Unitril KitKjilinn 
 (). MOW AT, ,,^ fj^^^^f IWUain and Irrhtud, (,HlEENy drfmdrr 
 
 of Ifn- I'nifli, rfr.^ I'tr., rlr. 
 
 To nil to whom these Presents shall come — 
 
 (JllKF.TINO —
 
 Recorded ~M Feb- 
 ruary, 1887, 
 As No. 62. 
 
 J. F. C. UssHER, 
 
 Deputy Re<j 
 
 FOEMS. 85 
 
 WHEKEAS by the Revised Statute of the Legisla- 
 LETIERS PATENT ' ture of our Province of Ontario, entitled " An Act 
 1 respecting the Incorporation of Joint Stock Com- 
 iNcoKPORATiNu | ^^^.^^ ^^ Letters Patent," it is provided that the 
 T|]e ' Lieutenant-Governor of Our said Province in Coun- 
 
 cil may by Letters Patent, under the Great Seal of 
 Hamilton Stove \ Our said Province, grant a Charter to any number 
 of persons, not less than five, who shall petition 
 l01Iipa,Iiy. j ti^erefor, constituting such persons, and others who 
 may become shareholders in the Company thereby 
 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 Insur- 
 ance. 
 
 And whereas, by Petition addressed to our Lieutenant-Governor of 
 Ontario in Council, Willian John Thomas, Foundryman ; Samuel An- 
 drew Thomson, Machinist; Thomas Taylor, Gentleman ; Thomas Bright 
 Taylor, Stove Manufacturer ; and Henry Victor Taylor, Moulder, all 
 of the City of Hamilton, in the County of Wentworth, in the said Pro- 
 vince of Ontario, and George Peter Sharpe, of the City of Edinburgh, 
 in that part of the United Kingdom, of Great Britain and Ireland 
 called Scotland, Capitalist, have prayed that a Charter may be granted 
 to them, constituting them, and such other persons as are or may be- 
 come shareholders in the proposed Company, a body corporate and 
 politic for the purposes and objects following, that is to say : The 
 manufacture of stoves under the name of "The Hamilton Stove Com- 
 pany." 
 
 And whereas it is stated by the said Petition that the amount of 
 the said stock taken by tach of the applicants is as follows :— By the 
 said William John Thomas and Thomas Bright Taylor each fifty-nine 
 thousand nine hundred dollars ; by the said Thomas Taylor, sixty 
 thousand dollars ; by the said Samuel Andrew Thomson and Henry 
 Victor Taylor, each one hundred dollars, and by the said George Peter 
 Sharpe, twenty thousand dollars. 
 
 And whereas it has been proved to the satisfaction of our Lieutenant- 
 Governor-in-Council, that the said applicants have complied with all 
 the requirements of the said Act, as to matters preliminary to the issue 
 of Letters Patent, and that a notice of the said application containing 
 the particulars required by the fourth section of the said Act has been 
 duly given in the Ontario Gazette, in accordance with the provisions of 
 the said Act.
 
 86 JOINT STOCK companies' MANUAL. 
 
 NOW KNOW YE, that by and with 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 autho- 
 rity whatsoever in us vested in this behalf. We do by these Our 
 Letters Patent constitute the said William John Thomas, Samuel 
 Andrew Thomson, Thomas Taylor, Thomas Bright Taylor, Henry Vic- 
 tor Taylor and (leorge Peter Sharpe. and each and all such other 
 person or persons as now is, or are, or shall at any time hereafter be- 
 come a shareholder or shareholders in the 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 Hamilton Stove 
 Company," and capable forthwith of exercising all the functions of an 
 •ncoqjorated Company for the purposes and objects aforesaid, as if 
 incorporated by a special Act of the Legislature of Ontario, and by 
 their corporate name,, of suing and being sued, pleading and being im- 
 pleaded in all courts, whether of law or equity, and with the powers 
 in the Bai<l Act, more particularly set forth : And we direct that the 
 capital stock of the said Company be two hundred thousand dollars, 
 and be divided into four thousand shares lA lifty dollars each, and that 
 the operations of the said Company are to be carried on at the said 
 City of Hamilton ; that the chief place of bu.siness of the said Companj 
 js to be at the said City of Plamilton ; and that the said William John 
 Thomsis, Thomas Taylor, and Thomas P>right Taylor, bo the first 
 Directors of the said Company. 
 
 And we further direct that no parcel of lands or interest therein at 
 any time ac<|uired by the said Company, and not required for its actual 
 use and f^ccupation, or not held by way of security, or not situate with- 
 in the limits or within oiioniilo of the limits of aiiy city or town in the 
 said Province, shall be hold by the said Company or by any trustee on 
 their behalf for a longer period than seven years after the acfpiiaition 
 thereof, but shall bo absolutely sold and disposed of, ao that the Com- 
 pany shall no longer retain any interest therein unless by way of 
 security. 
 
 .\nd vwj further direct that any such parcel of land or any inftTost 
 therein, not within the exceptions horoinboforo mentioned 
 which shall bo hold by the said Company for a longer period than seven 
 yoar«, witliout being disposed of, shall bo forfeited to Hor Miijosfy for 
 the usoH of llio said Pr<>viii(<'. 
 
 And we further direct that no such forfeiture shall take oU'ect or bo 
 onforced until tho expiration of at least nix calender months after 
 notice in writing to tho said (.'ompany of tho intention of the rjoveni- 
 munt to claim such forfoiture, and it shall be tho duly of tho Company 
 U> give U) tho Lietitonant-Oovornor, when re(|tiired, a full and correct
 
 FORMS. 87 
 
 statement of all lands at the date of such statement held by the Com- 
 pany, or in trust for the Company, and subject to this Proviso. 
 
 And we further direct that the Company shall be subject to the 
 provisions of said Act, being Chapter 1 57 of the Revised Statutes of 
 Ontario, 1837, intituled "An Act respecting the incorporation of Joint 
 Stock Companies by Letters Patent," and to such further and other 
 provisions as the Legislature of Ontario may hereafter deem expedi- 
 ent in order to secure the^due management of its affairs and the pro- 
 tection of its shareholders and creditors. 
 
 The Charter of the Company shall be forfeited by non user during 
 three consecutive years, at any one time, or if the Company does not 
 go into actual operation within three years after it is granted ; and no 
 declaration of such forfeiture by any Act of the Legislature shall be 
 deemed an infringment of such Charter. 
 
 The Charter of the Company may at any time be declared to be 
 forfeited and may be revoked and made void by Order of our Executive 
 Council for our Province of Ontario, on sufficient cause being shown to 
 us in that behalf, and such forfeiture, revocation and making void may 
 be upon such conditions and subject to such provisions as to us may 
 seem proper. 
 
 Ix Testimony whereof, We have caused these Oar Letters to be made 
 Patent, and the Great Seal of Our said Province of Ontario to be here- 
 unto affixed : 
 
 WITNESS, the Honourable SIR ALEXANDER CAMPBELL, 
 Knight Commander of Our Most Distinguished Order of St. Michael 
 and St. George, Member of Our Privy Council for Canada, &c. , &c., 
 Lieutenant-Governor of Our Province of Ontario, at Our Govern- 
 ment House, in Our City of Toronto, in Our said Province, this twenty- 
 first day of February, in the year of our Lord one thousand eight 
 hundred and eighty-seven, and in the fiftieth year of Our Reign. 
 
 By Command, 
 
 ARTHUR S. HARDY, 
 
 Secretary. 
 
 FORM No. 35. 
 
 LIST OF SHAREHOLDERS. 
 
 List, in duplicate, of all persons who, on the 31st December, 188 — , 
 were shareholders in the as required by Sec. 57, Cap. 
 
 157, R. S. O.
 
 88 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 Names of Shareholders 
 alphabetically arranged. 
 
 Address. Callin«;. 
 
 Amount of 
 Stock held. 
 
 S cts 
 
 Amount 
 
 unpaid on 
 
 Stuck. 
 
 S 
 
 cts. 
 
 FORM No. 36. 
 
 AFFIDAVIT VERIFYING THE ABOV^E LIST, AND THE 
 
 ATTACHED SUMMARY OF THE AFFAIRS 
 
 OF THE COMPANY. 
 
 Pkovlnce of Ontario,, In the matter of the .\nnual returns of 
 the^ 
 
 I We- , and ■ 
 
 County of ^f, , President and Secretary 
 
 of the above named Company, respectively, 
 To Wit : J maku oath and say : — 
 
 1. That the above list of the Shareholders, and the Summary of the 
 allairs of the said Company hereto attached, are, to the best of our 
 knowledge, information and belief, true and correct in every par- 
 ticular. 
 
 Sworn Before me at J 
 
 in the of 
 
 this day of \ 
 
 , a .1. I', in anil fur the t'ounty of 
 
 {For Siijuatiue vf Oeponeut.) 
 
 FORM No. 39. 
 I'KnXY. 
 
 1 1 A M I I.T< ) .N StO V K C< I M 1 a N \ . 
 
 I (ivnT^i! Peter Shnrpo, of the City of K(liiil>uii.,'li, in that jiart of the 
 United Kitig<iom of (Sreat itriluin and Ireland called Scotland, l)uing a 
 
 (1) IiuMsrt iiBiiw.' of (^'oinpany. ('2) ItiHort numc nf l'rv«i(ldit. (:<) Iimurt name 
 o( Se<rr«!ti»ry. If iIkto art- no Huch (itticorn, or they, «r i-itlirr of them, are, or 
 U, at the iirojKjr limn out of thin i'rovincc, or olhcrwiKc tinahle Ut make tlie 
 „Aiii<', ln»«Tt tho nam"' of the I'rcwliK-nt or Hccretary an'l one of tin- I'iroclorN, 
 or two of th" I)ir<<toni a»< tliecax' may n-<|iiirf. (1) In«rrt i ity, town, village, 
 or name of place. ('>) If th)? I'li'^idont or Hocrotary (Iocn not make or join in 
 the attxlAvit, iit«te the rvtuum thereof here.
 
 FORMS. 89 
 
 holder of 400 shares in the stock of the company, hereby appoint and 
 authorize Herbert Mason, of Hamilton, Esquire, to vote for me and on 
 my behalf at the ordinary (or extraordinary, as the case may he) general 
 meeting of this Company, to be held on day of , and 
 
 at any adjournment thereof (or at any meeting of the Company that 
 may be held within the present year.) 
 
 Witness my hand and seal this day of 188 . 
 
 Signed in the presence of 
 J. Jones, 
 
 [Seal.] G. P. Shakpe. 
 
 FORM No. 40. 
 
 POWER OF ATTORNEY TO MAKE TRANSFERS, RECEIVE 
 DIVIDENDS, ETC. 
 
 Know all men by these presents, that I , 
 
 do make constitute and appoint of 
 
 my true and lawful attorney for me and in my name and on my be- 
 half, to sell, assign and transfer the within shares in the 
 
 capital of the Hamilton Stove Company, to me belonging, to receive 
 the consideration money, and to give a receipt or receipts for the same, 
 to receive and give receipts for all dividends that are now due, and that 
 shall hereafter become due and payable on the same, for the time being, 
 and generally to do all lawful acts requisite for eflfecting the premises, 
 hereby ratifying and confirming all that my said attorney shall do 
 therein. 
 
 In witness whereof, I have hereunto set my hand and seal at 
 
 thia day of , in the year of Oiir Lord, one 
 
 thousand eight hundred and 
 
 Signed and sealed in the 
 presence of
 
 The following are given as examples of by-laws in general, which 
 Companies can alter to suit their respective circumstances and require- 
 ments, but every by-law must have the preamble and enacting clause 
 as given herewith : — 
 
 Whereas the Directors of The Hamilton Stove Company deem it ex- 
 pedient that certain By-laws for regulating the atlairs of the Company 
 should be made. 
 
 Now therefore be it enacted, and it is hereby enacted. 
 
 MKETINCS. 
 
 1. That the annual meeting of the shareholders shall be held at the 
 office of the Company on the first Monday in January in each year, to 
 receive the report of the Directors for the past year, to elect Directors 
 for the ensuing year, and for all other general purposes relating to the 
 management of the Company's atlairs. 
 
 2. That a general meeting of the shareholders may be called at any 
 time by the Directors whenever they may deem the same necessary or 
 advisable for any purpose not contrary to law, or the Letters Patent of 
 the Company or the Statute, and it is incumbent on the President to 
 call a special meeting of the shareholders whenever required so to do 
 in writing by one-fourth part in value of the sliareholdors of the 
 Company, for the transaction of any business specified in such written 
 refjuisition and notice calling tiio niuutiiig. 
 
 3. That notice of the time and place for holding the annual or a gen- 
 eral meeting of the Company must be given at least ten days previ- 
 ously thi reto in the Ei;nin<j Timc.%,^ and also by mailing the same as a 
 rogistj-red letter* tluly addressed to each shareholder at least ton days 
 previous to such meeting. 
 
 4. That meetings of the Directors siiail bo held as often as tliu busi- 
 ness of the Cr)mpany may ri(|uire, and shall bo called by the I'reaidi-nt. 
 
 r». That at general meetings of the Company, every shareholder 
 nhall bo ()ntitl*;d t<j nn many votes as ha hwuh Hhari-s in tlio Company, 
 an<l may vote by proxy. 
 
 1 Or In luimr ii«w«l»ft|»«r |»uMiHh<<l ut or im ii«ar lui luiiy Ix' t<i tlio dtlice <ir < liiof 
 plfccn of himinwm of the Coiii|piiiiy, .»r l.y puMiHliiiiK llic hiuiio in tlio Oiiturio 
 (;a:rtU. 
 
 ^Thc pnlilinliiiiK ''f thi- iiotico of iiiccliiiK' in tin- (Imrtlr, or the ni.iilinK th« 
 nam*' »* » r«-Ki»il«rc»l Itati'r, c|«njn not apply to compnnicN liiivinK ii capital not 
 «xce«dinK thrw) Ihoimnn'l >IollarH.
 
 BY-LAWS. 91 
 
 6. That questions at meetings shall be decided by a majority in value 
 of the shareholders present, either in person or by proxy, and in case 
 the number of votes is equal the President or Chairman shall have a 
 deciding or casting vote. 
 
 DIRECTORS 
 
 7. That the affairs of the Company shall be managed by a board of 
 five Directors, of whom three shall form a quorum. 
 
 8. That the President and Vice-President shall be chosen by the 
 Directors from amongst themselves at the first board meeting after the 
 annual meeting. 
 
 9. That the President shall, if present, preside at all meetings of the 
 Company. He shall call meetings of the Board of Directors and Share- 
 holders when necessary, and shall advise with and render such assist- 
 ance to the Manager as may be in his power. In his absence the Vice- 
 President shall have and exercise all the rights and powers of the Pre- 
 sident. A Director may at any time summon a meeting of Directors. 
 
 10. That questions arising at any meeting of Directors shall be de- 
 cided by a majority of votes. In case of an equality of votes, the Chair- 
 man, in addition to his original vote, shall have a casting vote. 
 
 11. That the Secretary shall keep a record of the proceedings at all 
 meetings of the Board and of the Shareholders of the Company, and 
 shall be the custodian of the seal of the Company, and of all books, 
 papers, records, etc., belonging to the Company, which he shall deliver 
 when authorized so to do by a resolution of the Board, to such person, 
 or persons, as may be named in the resolution. 
 
 12. That any Shareholder, not in arrears for payments for calls upon 
 his stock, may be elected a Director. 
 
 1 3. That the Directors shall hold office for one year and until their 
 successors shall be elected. 
 
 14. That in case of the death of a Director, or his being unable to 
 act as such, or his ceasing to be a Shareholder, the vacancy thereby 
 created may be filled for the unexpired portion of the term by the 
 Board from among the qualitied Shareholders of the Company. 
 
 15. That the Company shall have a corporate seal of such design 
 as the Board may determine, which seal shall whenever used be authen- 
 ticated by the signatures of the President and Secretary. 
 
 16. That the Board shall from time to time fix the salary or wages 
 to be paid officers of the Company. 
 
 17. That calls upon subscribed stock shall be made from time to 
 time as the Board may determine — no call shall exceed twenty-tive per 
 cent, of the subscribed stock, and there shall be an interval of at least 
 thirty days between calls.
 
 92 JOINT STOCK companies' MANUAL. 
 
 18. That it shall not be compulsory on the Board to receive full 
 payment of any share or shares until the same shall have been de- 
 manded by call. 
 
 111. That the Board shall have power to summarily forfeit shares 
 and the money paid thereon, upon which any call shall have remained 
 unpaid for six months after it shall be due and payable, and such for- 
 feit stock shall thereupon become the property of the company. 
 
 20. That receipts for payments of calls shall be issued from time to 
 time as such payments are made, but stock certificates shall only be 
 issued when shares are fully paid up, and both receipt and certificate 
 shall be authenticated by the signature of the President and Secretary, 
 and sealed with the Company's seal. 
 
 L'l. That shareholders may, with the consent of the Board, but not 
 otherwise, transfer their shares, and such transfers shall be recorded in 
 a book provided for the purpose, and signed by him and his transferee 
 and duly witnessed, but no person shall be allowed to hold or own stock 
 in the Company without the consent of the Board. ^ 
 
 ACCOUNT.S. 
 
 22. That the Directors shall cause true accounts to be kept, — 
 < )f the stock in trade of the Company. 
 
 Of the sums of money received and expended by the Company, and 
 the matter in respect of which such receipt and expenditxire takes 
 place ; and 
 
 Of the credits and liabilities of the Company. 
 
 23. That the books of accounts shall bo kept at the head office of the 
 Company, and shall be open to the inspection of the members during 
 the hours of business. - 
 
 24. That once at least in every year the Directors shall lay before the 
 Company in f,'t!nunil nieotiuK a stati'inont i>f tl»o income and expendi- 
 ture for tlie past year. A balance shoot shall bo made out in every 
 year, or oftener if desirable, and laid before the Company in general 
 nieetinL;,and such balance shoot shall contain a summary of the proper- 
 ty ami liabilities of the (Jomjiany arranged under the nocossary head- 
 ingfi. 
 
 HANK Ai ( OINT. 
 
 '2i>. That ii bunk iiccoimt hIiuII I)o kept in the name of the Company 
 at a bank t<< l>o ncloctod by th<- hi>ur(l, and all choijucs Hhall bo signed 
 by th« Sccrotary ami Troanuror. 
 
 iThU mil* tuny Im< (lcNirnl)l<< iitidor cortain circuiimtancoH, but on a general 
 thiiiK tlio ciwni-r of fully paiil iiji KhnrcN cnii trunMfcr tlxnii at will. Tlii' cotiHcnt 
 of the Ilonnl iiitixt Iw lin<l wli<>n tranHfi-rriiiK HliaroN that arc not fully |>ni(l 
 u|>, and th« ii'-w lioliliT kIiouKI lie n» r<-H|ionHil)lc n iM-rmin oh tlio old. 
 
 • K»Htrictionii tm to tin- time nixl tiiniui<*r of inN|K>clinK' tlin hooka may Ix- im- 
 \ni>ift\ by the ('oiii|»atiy in (C'x'ra] mf<rtin>{, or it niuy, in (•••rtnin ciihoh, he well 
 to pitrikr thin byUw out altoKcther.
 
 BY LA.WS. 93 
 
 SOLICITOR. 
 
 26. That Charles Brown, of Hamilton, Esq., shall be the solicitor of 
 the Company, but he may at any time be removed by a resolution of 
 the Company, passed in general meeting. 
 
 AUDITORS. 
 
 27. That one or more Auditors shall be appointed annually by the 
 Shareholders at the annual general meeting, whose duty it shall be to 
 examine all books, vouchers and accounts of the Company and all doc- 
 uments having reference to the business thereof, and to prepare a bal- 
 ance sheet and abstract of the aifairs of the Company and submit the 
 same to the Board as soon after the close of the financial year as pos- 
 sible, together with such suggestions or recommendations as they may 
 think fit. 
 
 CHANGING BY-LAWS. 
 
 28. That the Board may from time to time repeal, amend and re-en- 
 act these by-laws, but such change, unless in the meantime confirmed 
 at a general meeting duly called for the purpose, shall only have force 
 until the next annual meeting of the Company, and if not confirmed 
 thereat, shall from that time only cease to have any force.
 
 CHAPTER 178. 
 
 All Act respecting tlie Changing of the Names of 
 Incorporated Companies. 
 
 HER MAJESTY, l»y and with the advice and consent of 
 the Legislative Assembly of ^^e Province of Ontario 
 enacts as follows : — 
 
 1. Where an incorporated company within the legisla- 
 tive authority of the Legislature of this Province, whether 
 incorporated under a special or general Act, is desirous of 
 changing its name, the Lieutenant-Governor, ujion being 
 satisfied that the company is in a solvent condition, that the 
 change desired is not for any impropei- purpose, and is not 
 otherwise ol>jectionable, and that the notice hereinafter pro- 
 vided for has been dul}' given, may, by Order in Council, 
 change the name of tlic company to some other name set 
 forth in the said order. 
 
 2. When the aj)plicants are a trading corporation or a 
 company carrying on business for profit, the company shall 
 give at least four weeks' ])rrvious iiotifc in the fhtiario 
 Oazf'ttc and in some newspapi-r published in the locality in 
 which the operations of the company are cairietl on, of the 
 intt-ntion to apply for the change of name, aiel sluill state the 
 name ]iropose<l to bi- aiJoptiMl. 
 
 Jl. In case the pro|ios(!d new name is considered objec- 
 tionable, the Li(Mitfniint-(J()Vernor in ( 'onncil may, if he 
 thinks fit, change ihi- naim- of the (•oni]>any to some other 
 unobjectionable naiii'- without if(|iiiiing any further notice 
 to be given. 
 
 4. Where tin- name of some lorality in the i'ro\ince of 
 Ontario constitutes part of the name of any company incor- 
 ])()rnii'A by letters pab-nt \»-i'<)r*', the .SOth day of .March, 1885, 
 Huch company may aj»ply to tin; Lieut(!nant-( ioV(;rnor in
 
 CHANGING NAMES OF COMPANIES. 95 
 
 Council to amend their name by striking out the name of 
 such locality, and such amendment may be made without the 
 publication of any notice in all cases where the name of such 
 locality does not form an essential part of the name of the 
 company. 
 
 5. The change of name shall be conclusively established 
 by the insertion in the Ontario Gazette of a notice thereof 
 by the Provincial Secretary. 
 
 6. No contract or engagement entered into by or with 
 the company, and no liability incurred by it shall be affected 
 by the change of name ; and all actions commenced by or 
 against the company prior to the change of name may be 
 proceeded with against or by the company under its former 
 name. 
 
 7. This Act shall extend to any company incorporated 
 under The Ontario Joint Stock Companies' Letters Patent 
 Act, if such company has made or makes an application 
 hereunder, and shall also extend to every corporation ag- 
 gregate within the legislative authority of the Legislature of 
 this Province, except a municipal corporation or other cor- 
 poration of a like nature.
 
 CHAPTER 183. 
 
 An Act respecting the winding up of Joint Stock 
 Companies. 
 
 Shokt TULE, 8. 1. 
 Api'LIcation of Act, s. 2. 
 Intkhi-kktation, 8. 3. 
 When t'oMPANY may be wolxd 
 
 DP, 88. 40. 
 ReGISTKATION of WlXDlNG UP 
 
 Order or Resolution, s. 7. 
 con-seyuexces ok commenc'inc; to 
 
 WINK UP, 8. 8. 
 
 Liquidators, bs. 9-13, 19. 
 
 LlAHILITV OF fONTRIBUTORIE.S, 88. 
 
 14-lH. 
 Expenses, 88. 20, 21. 
 
 .^IEETI^■^iS OFCONTKI»UTOKIES,8.22. i 
 
 Applications to court, 88. 23-30. 
 Matters of practice, ss. 31-39. 
 
 DiSWOLUTION OK ('OMPAMES, 88. 
 
 40 44. 
 
 Rules, a. 45. 
 
 Application ok sects. 47-5G, s. 40. 
 Resolutions for dlstribution of 
 assets or reduction of capi- 
 tal, 68. 47-50. 
 Liability ofoHicers for payraenta 
 made under resolution, s. 51. 
 Liability of shareholders for 
 
 money received, s. 52. 
 Restriction as to insurance com- 
 panies, 8. 53. 
 Resolution for reduction of 
 shares not to atlect amount 
 remaining unpaid thereon, s. 
 54. 
 Notice of reduction of shares, ss. 
 55, 5G. 
 
 HKJt -MAJESTY, by and witli the advice and coii-sent of 
 the Legishitive Assembly of the Province of Ontario, 
 enact.s as follows : — 
 
 I. Thi.s Act may Ijc cited a.s "The Juint Stock Com- 
 ■panlcH Whidiiifj-up Act." 
 
 *-i. Til is Act shall apply to all incorporated companies 
 or arthociations incoijxjiated l»y the Le;,dslature of this Pro- 
 vince, i)V under the authority of any Act of this I'rovince, 
 and to all coinpanie.s and a.sHoeiation.s which weni incorpor- 
 ated by the Parliament of the Province of Upper Canadji, or 
 of the Province of < 'anada, fir nnder the authority of any 
 Art of the Piovinee of < 'jina<lii, wIiohc iru'orj)oration and the 
 aflairs thereof, in tlit- |»articulars hereinafter mentioned, nvo. 
 .lubject to the legi.siativtj juithority of this i'rovince.
 
 WINDING UP OF COMPANIES. 
 
 97 
 
 :i. Where the words following occur in this Act they 
 shall be construed in the manner hereinafter mentioned, un- 
 less a contrary intention appears : 
 
 (1) " Court" means any ('ounty Court ; and any Judge of 
 a County Court may at any time exercise all the powers con- 
 ferred by this Act upon the Court ; 
 
 (2) " Contributory" means every person liable to con- 
 tribute to the assets of a company under this Act, in the 
 event of the same being wound up : it shall, also, in all pro- 
 ceedings prior to the final determination of such persons, in- 
 clude any person alleged to be a contributory ; 
 
 (3) If a contributory dies either before or after he has 
 been placed on the list of contributories hereinafter men- 
 tioned, his personal representatives, heirs and devisees shall 
 be liable in due course of ad ministration to contribute to the 
 assets of the company in discharge of the liability of such 
 deceased contributory, and such personal representatives 
 heirs, and devisees shall be deemed to be contributories ac- 
 cordingly ; 
 
 (4) " Extraordinary resolution" means a resolution passed 
 by a majority of not less than three-fourths of such members 
 of the company, for the time being entitled to vote, as may 
 be present in person, or by proxy (in cases whereby the Act 
 or charter or instrument of incorporation or the regulations 
 of the company proxies are allowed), at any general meeting 
 of which notice specifying the intention to propose such re- 
 solution has been duly given ; 
 
 (5) " Special resolution" means a resolution passed in the 
 manner necessary for an extraordinary resolution, where the 
 resolution after having been so passed as aforesaid has been 
 confirmed by a majority of such members (entitled according 
 to the Act, charter or instrument of incorporation or the re- 
 gulations of the company to vote) as may be present, in 
 person or by proxy, at a subsequent general meeting of which 
 notice has been duly given, and held at an interval of not 
 less than fourteen days, or more than one month from the 
 date of the meeting at which the resolution was first passed.
 
 98 JOINT STOCK companies' MANUAL. 
 
 4. A company may be wound up under this Act : 
 
 (1) Wliere the period, if any, fixed for the duration of 
 the company by the Act, charter or instrument of incorpor- 
 ation has exjtired ; or where the event (if any) has occurred, 
 upon the occurrence of which it is provided by the Actor 
 charter or instrument of incorporation that the company is 
 to be dissolved and the company in general meeting has 
 passed a resolution requiring the company to be wound up ; 
 
 (2) Where the company has passed a special resolution 
 (as hereinbefore defined) requiring the company to be wound 
 up; 
 
 (3) Where the company (though it may be solvent ns re- 
 spects creditors) has passed an extraordinary resolution (as 
 liereinbefore defined) to the effect that it has been proved to 
 their satisfaction that the company cannot b^' reason of its 
 liabilities continue its business, and tliat it is advisable to 
 wind up the same. 
 
 a. Where no such resolution has been passed as mentioned 
 in tlie next preceding section, the Court may, on the ap- 
 pliciition of a contributory, make an order for winding up, 
 in case the Court is of opinion that it is just and equitable 
 that the ('(jinpany should V)e wound uf). 
 
 O. A winding up shall bu deemetl to commence at the 
 time of the [)as9ing of the resolution authorizing the wind- 
 ing up, or of making the order directing the winding up. 
 
 7. A copy of the resolution or older for winding up, cer- 
 tified by the li(|ui«lHtor, may be registered in the registry 
 oftice of any rejiistry division wlienin the company nia}' 
 liave any n-al estate ; the resolution oi- order .shall \m ac- 
 compunifd by a description of the real estate lieloiigiiig to 
 the comjmtiy in the registry division, an^i entified by the 
 liqui<latr)r to be a coirect description ; and the rej^istiar shall 
 register the oriitT and description npon pavnii-nt to liiin of 
 a fee of ? I 
 
 H. The following conse«juences shall ensue upon the com- 
 meneoment of the windin;/ up of ;i coinpany iinijei' tin- auth- 
 ority of this Act :
 
 WINDING UP OF COMPANIES. 99 
 
 (1) The company shall, from the date of the commence- 
 ment of the winding up, cease to carry on its business, ex- 
 cept in so far as may be required for the beneficial winding 
 up thereof; and any transfers of shares, except transfers 
 made to or with the sanction of the liquidators, or an}' alter- 
 ation in the status of the members of the company, after the 
 commencement of the winding up, shall be void, but the 
 corporate state and all the corporate powers of the company 
 shall, notwithstanding it may be otherwise provided by the 
 Act, charter, or instrument of incorporation, continue until 
 the affairs of the company are wound up. 
 
 (2) The property of the company shall be applied in satis- 
 faction of its liabilities, and subject thereto, and to the 
 charges incurred in winding up its affairs, shall (unless it is 
 otherwise provided by the Act, charter, or instrument of 
 incorporation) be distributed amongst the members according 
 to their rights and interests in the company. 
 
 (3) Liquidators shall be appointed for the purpose of 
 winding up the affairs of the company and distributing the 
 property. 
 
 (4) The company, in general meeting, shall appoint such 
 persons or person as the Company thinks fit to be liquida- 
 tors or a liquidator, and may fix the remuneration to be paid 
 to them or to him, and they shall give such security as the 
 contributories or the Court may determine. 
 
 (5) If one person only is appointed, all the provisions 
 herein contained in reference to several liquidators shall ap- 
 ply to him. 
 
 (6) Upon the appointment of liquidators, all the powers of 
 the directors shall cease, except in so far as the company in 
 general meeting, or the liquidators, may sanction the con- 
 tinuance of such powers. 
 
 (7) Where several liquidators are appointed, every power 
 hereby given may be exercised by such one or more of them 
 as may be determined at the time of the appointment, or at 
 a subsequent meeting, or, in default of such determination, 
 by any number not less than two.
 
 100 JOINT STOCK companies' MANUAL. 
 
 (8) The contributories may at any ineetin*,' appoint one or 
 more inspector or inspectors, to superintend and direct the 
 proceedings of tlie liquidator in the management and wind- 
 ing up of the estate ; and in case of an inspector being ap- 
 pointed, all the powers of the liquidator shall be exercised 
 Subject to the advice and direction of the insj^ectors ; and the 
 contributories may also at any subsequent meeting held for 
 that purpose, revoke any such appointment ; and upon such 
 revocation, or in case of death, resignation or absence from 
 the Province of au inspector, may appoint another in his 
 stead ; and such inspector may be paid such remuneration as 
 the contributories may determine ; and where anything is 
 allowed or directed to be done by the inspectors, it may or 
 shall be done by the sole inspector, if only one has been ap- 
 pointed. 
 
 (9) The contributories may, at any meeting, pass any 
 resolution or order, directing the liciuidator how to dispose of 
 the property, real or personal, of the company ; and in de- 
 fault of their doing so, the lit|uidator shall be subject to the 
 directions, orders and instructions which he from time to 
 time receives from the inspectors, if any, with regard to the 
 mode, terms and conditions on which he may dispo.se of the 
 whole or any part of the property of the company. 
 
 9. The liquidator may be described in all proceedings by 
 the style of "A.B., the licjuidatorof " (the pa it h:ular company 
 in respect of ivhirh. fie in appointed), and shall have power 
 to do the following things: 
 
 (1) To bring or defend any action, or other legal proceed- 
 ing in the name, and on behalf of the company ; 
 
 (2) To <-arry on tlu' busint'ss of the company so fur as may 
 be necessary for tin; beneficial winiling up of the same; 
 
 ('i) To sell the real and personal property of the company 
 by pul>lic auction or private contract, according to the ordin- 
 ary mode ill which such sales aro made, with jiowei- to trans- 
 fer the wliole property to any peison or comj)any, or to sell 
 the same in parc<!ls, and on such terms as shall .seem most 
 advantageous ; but no .sale of the aiwietH en blue shall be made
 
 WINDING UP OF COMPANIES. 101 
 
 without the previous sanction of the eontributories given at 
 a meeting called for that purpose ; 
 
 (4) And in case, after having acted with due diligence in 
 the collection of the debts, the liquidator finds that there re- 
 main debts due, the attempt to collect which would be more 
 onerous than beneficial to the estate, he shall report the same 
 to the eontributories or inspectors (if any) ; and with their 
 sanction, he may sell the same by public auction after such 
 advertisement thereof as they may order ; and pending such 
 advertisements, the liquidator shall keep a list of the debts 
 to be sold, open to inspection at his ofiice, and shall also give 
 free access to all documents and vouchers explanatory of such 
 debts; but all debts amounting to more than Si 00 shall be 
 sold separately, except as herein otherwise provided ; 
 
 (5) To draw, accept, make and endorse any bill of ex- 
 change or promissory note in the name and on behalf of the 
 company ; and to raise upon the security of the assets of the 
 company, from time to time, any requisite sum or sums of 
 money ; and the drawing, accepting, making or endorsing of 
 such bill of exchange or promissory note on behalf of the 
 company, shall have the same effect, with respect to the lia- 
 bility of the company, as if such bill or note had been drawn, 
 accepted, made or endorsed by or on behalf of the company 
 in the course of carrying on the business thereof; 
 
 (6) To take out, if necessary, in his official name, letters of 
 administration to any deceased contributory; and to do in 
 his official name any other act which may be necessary for 
 obtaining payment of any money due from a contributory or 
 from his estate, and which act cannot be conveniently done 
 in the name of the company ; and in all cases where he takes 
 out letters of administration, or otherwise uses his official 
 name, for obtaining payment of any money due from a con- 
 tributory, such money shall, for the purpose of enabling him 
 to take out such letters or recover such money, be deemed to 
 be due to the liquidator himself ; 
 
 (7) To execute in the name of the company all deeds, re- 
 ceipts and other documents ;
 
 102 JOINT STOCK, companies' MANUAL. 
 
 (8) And to do and exercise all other acts and things that 
 may be necessary for the winding up of the aifairs of the 
 company and the distribution of its assets ; and for such pur- 
 poses to use when necessary the company's seal. 
 
 lO. — n The liquidator may fix a certain day or certain 
 days on or within which creditors of the company and others 
 havinir claims thereon are to send in their claims. 
 
 (2) Where a li([uidator has given such or the like notices 
 of the .said <lay, as in administration proceeilings would be 
 given by the High Court, for creditors and others to send in 
 to an executor or administrator their claims against the 
 estate of a testator or intestate, the liquidator shall, at the 
 expiration of the time named in the said notices, or the last 
 of the said notices, for sending in such claims, be at liberty 
 to distribute the assets of the company, or any part thereofi 
 amongst the parties entitled thereto, having regard to the 
 claims of which the rKjuidator has then notice ; and the 
 liquidator shall not be liable for the asset.s, or any part there- 
 of, so distributed to any person of whose claim such li([ui- 
 dator had not notice at the time of distriiniting the .said 
 assets, or a part there(.)f, as the case may be ; but nothing in 
 thi.s Act contained shall prejudice the right of any creditor 
 or claimant to follow assets into the hands (jf the person who 
 may have received tlu.' same. 
 
 {Priority of WageM or Salary. See Cap. 127, «. 2.] 
 
 II. The li(|uidators may, with the .sanction of an extraor- 
 dinary n-'.sidution of tin- company, make such conqtromise or 
 otlmr arrangement a.s the rnpiidators deem cxpi-dicnt, with 
 any creditors, or persons claiming to lio creditor,"!, or persons 
 having or alleging to have any < laim, present or future, cer- 
 tain or contingent, aHcertained or sounding only in damages, 
 a'mirj.st the; conjpany, or whereby the conqmny may be ren- 
 dered liable. 
 
 i!2. The li(|uidator.s may, with the sanction of ai' extraor- 
 dinary rcHolution of the eom|iany, (!onq)romi.se all calls and 
 liabilities to calls, delits, and liabilities cnpabh; of.nssulting 
 in tlebU, and all claims, wlu;ther present or future, certain or 
 contingent, a-scertained or .sojinding only in damages, sub-
 
 WINDING UP OF COMPANIKS. 103 
 
 sisting or supposed to subsist between the company and any 
 contributory or other debtor or person apprehending liability 
 to the company, and all questions in any way relating to or 
 affecting the assets of the company or the winding up of the 
 company, upon the receipt of such sums, payable at such 
 times, and generally upon such terms, as may be agreed 
 upon ; with power for the liquidators to take any security 
 for the discharge of such debts or liabilities, and to give a 
 complete discharge in respect of all or any such calls, debts 
 or liabilities. 
 
 13. — (1) Where a company is proposed to be or is in the 
 course of being wound up, and the whole or a portion of its 
 business or property is proposed to be transferred or sold to 
 another company, the liquidators of the first mentioned com- 
 pany, with the sanction of a special resolution of the com- 
 pany by whom they were appointed conferring either a gen- 
 eral authority on the liquidators, or an authority in respect 
 of any particular arrangement, can receive, in compensation 
 or in part compensation for such transfer, or sale, shares or 
 other like interest in such other company, for the purpose of 
 distribution amongst the members of the company which is 
 being wound up, or may, in lieu of receiving cash, shares or 
 other like interests, or in addition thereto, participate in the 
 profits of or receive any other benefit from the purchasing 
 company. 
 
 (2) Any sale made or arrangement entered into by the 
 liquidators in pursuance of this section shall be binding on 
 the members of the company which is being wound up, sub- 
 ject to the proviso, that if any member of the company which 
 is being wound up, who has not voted in favor of the special 
 resolution passed by the company of which he is a member, 
 at either of the meetings held for passing the same, ex- 
 presses his dissent from any such special resolution, in writ- 
 ing, addressed to the liquidators or one of them, and left at 
 the head office of the company not later than seven days 
 after the date of the meeting at which such s[)ecial resolu- 
 tion was passed, such dissentient member may require the 
 liquidators to do one of the following things as the liquida-
 
 lot .101 NT STOCK COM PAN I KS' MANUAL. 
 
 toi-s may prefer, that is to say, either (a) to abstain from 
 carrying such resolution into effect, or (b) to purchase the in- 
 terest held by such dissentient member, at a price to be de- 
 termined in manner hereinafter mentioned, such purchase- 
 money to be paid before the company is dissolved, and to be 
 raised by the li(iuidators in such manner as may be deter- 
 mined by special resolution. 
 
 (3) No special resolution shall be deemed invalid for the 
 purposes of this section by reason that it is j)assed antece- 
 dently to or concurrently with any resolution for winding up 
 the company, or for appointing liquidators, 
 
 (4) The price to be paid for the purchase of the interest of 
 any dissentient member may be determined by agreement ; 
 but if the parties dispute about the same such dispute shall 
 be settled by arbitration. 
 
 (o) For the purposes of the arbitration the liijuidator 
 shall appoint one arbitrator, and the dissentient member 
 shall appoint another, and the two arbitrators thus chosen 
 (or in case they disagree, the County Judge) shall a])point a 
 third arbitrator. 
 
 C6) The arbitrators thus chosen or any two of them, or the 
 arbitrator of one party and an arbitrator aj)pointcd by the 
 County Judge in the ca.se of the refu.sal or neglect of either 
 party U) appoint an arbitrator) shall finally determine the 
 nmtter in dispute. 
 
 (7) In case of the di.sagreejneiit of two arl)itrator.s, whei"e 
 two only are acting, they may appoint an umpire, whose 
 award shall be coiiclusive. 
 
 II- M) As soon as may be after the commencement of 
 till- winding uj) of a company, the lit|uidaLor shall settle a 
 list of contributories. 
 
 (2) Kvery sharehohhr or nujmlx'r of the comitany or his 
 representative is liable to contribute the anioiint unjiaid on 
 hiH Hhure.H of the capital, oi- on his liulpility to the t<iiii|)imy 
 or to its irn;mb(!rH or creditors, as the CAse may be, under the 
 Act, charter, '>r instrument of incorporation of the company ; 
 and the aujount which he is liable to contribute shall be 
 deemed a88CtH of the c(Hn|.any, ;iii<l to be a <lelit flue to the
 
 WINDING UP OF COMPANIES. 105 
 
 company payable as may be directed or appointed under 
 this Act. 
 
 (3) Where a shareholder has transferred his shares under 
 circumstances which do not by law free him from liability 
 in respect thereof, or where he is by law liable to the com- 
 pany or its contributories or any of them, to an amount be- 
 yond the amount unpaid on his shares, he shall be deemed a 
 member of the company for the purposes of this Act, and 
 shall be liable to contribute as aforesaid to the extent of his 
 liabilities to the company or the contributories independent- 
 ly of this Act, and the amount which he is so liable to con- 
 tribute shall be deemed assets and a debt as aforesaid. 
 
 (4) The list of contributories shall distinguish between 
 persons who are contributories as being representatives of or 
 liable for others. 
 
 (5) It shall not be necessary where the personal repre- 
 sentative of a deceased contributory is placed on the list to 
 add the heirs or devisees of such contributory ; nevertheless 
 such heirs or devisees may be added at any time afterwards. 
 
 (6) Any list so settled shall be prima facie evidence of 
 the liability of the persons named therein to be contribu- 
 tories. 
 
 15. — (1) The list of contributories may be settled by the 
 Court, in which case the liquidator shall make out and leave 
 at the chambers of the Judge a list of the contributories of 
 the company ; and such list shall be verified by the aflidavit 
 of the liquidator, and shall, so far as is practicable, state the 
 respective addresses of, and the number of shares or extent 
 of interest to be attributed to each such contributory, and 
 distinguish the several classss of contributories ; and the list 
 may from time to time, by leave of the Judge, be varied or 
 added to by the liquidator. 
 
 (2) Upon the list of contributories being left at the cham- 
 bers of the Judge, the liquidator shall obtain an appointment 
 for the Judge to settle the same, and shall give notice in 
 writing of the appointment to every person included in the 
 list, and stating in what character, and for what number of 
 shares, or interest, such person is included in the list ; and in
 
 100 JOINT STOCK COMPANIES MANUAL. 
 
 case any variation in or addition to the list is at any time 
 made by the liquidator, a similar notice in writing shall be 
 given to every person to whom the variation or addition ap- 
 j)lies. All such notices shall be served four clear days before 
 the day appointed to settle such list, or such variation or 
 addition. 
 
 (3) The result of the settlement of the list of contributories 
 shall be stated in a certificate by the clerk of the Court; and 
 certificates may l»e made from time to time for the purpo-se of 
 stating the result of the settlement down to any particular 
 time, or to any particular person, or stating any variation of 
 the list. 
 
 16. If a person made a contributory as personal represen- 
 tiitive of a decea.sed contributory makes default in jiaying 
 any sura to be paid by him, proceedings may be taken for 
 administering the estate of the deceased contributory, and 
 for compelling payment thereout of the money due. 
 
 17. The li(juidators may, at any time and before they have 
 ascertained the sufficiency of the .'us.sets of the company, call 
 on all or any of the contributories, for the time being settled 
 on the list of contributories, to pay, to the extent of tlieir 
 liability, all or any sums the liquidators deem necessary to 
 satisfv the debts and liabilities of the company, and the costs, 
 charges and expenses of winding it up, and for the adjust- 
 ment of the rights of the contributories amongst them.selves ; 
 and the li(|uidat(ji-s may, in making a call, take into consid- 
 eration th(,' ]ir<jlial)ility that some of the contriliutories upon 
 whom th(! call is made, may partly or wlioUy tail to pay their 
 rt'sjiective porti(jns o\ the same. 
 
 IH, Where a ])er.s(jn's name is on the list of contributories 
 or is liable to be j)laced thereon, he .shall be subject in respect 
 of his liability, and on the application of the liq\iidator, to ar- 
 rest and imjirisonment, lik«! any other debtor; and he shall 
 for that purj»oHe be deemed a debtor to the company, ancl a 
 debtf)r to th(' li(juidator, and his arrest may be \>y an order of 
 the County Ojiirt Judge, whether the amount of his liabil- 
 ity exceeds or nf>t the ordinaty jurisdiction of the. said <'ourt ; 
 and his being plae(!d on tin- li-^t of (•oiitril'nlori<;s undci- this
 
 WINDING UP OF COMPANIES. 107 
 
 Act shall be deemed a judgment, and the liquidator shall be 
 deemed a creditor, within the meaning of The Act respecting 
 Arrest and Imprisonment for Debt ; and the said persons 
 shall respectively have the same remedies, and the County- 
 Court and Judges and the officers of justica shall in such 
 cases have the same powers and duties (as nearly as may 
 be), as in corresponding cases under the said Act. 
 
 19. — (1) No liquidator shall employ any counsel, or soli- 
 citor, without the consent of the inspectors, or of the contri- 
 butories. 
 
 (2) No liquidator or inspector shall purchase, directly or 
 indirectly, any part of the stock in trade, debts or assets of 
 any description of the estate. 
 
 (3) The liquidator shall deposit at interest in some char- 
 tered bank to be indicated by the inspectors or by the Court, 
 all sums of money which he may have in his hands, belong- 
 ing to the company, whenever such sums amount to $100. 
 
 (4) Such deposit shall not be made in the name of the liqui- 
 dator generally, on pain of dismissal ; but a separate deposit 
 account shall be kept for the company of the moneys belong- 
 ing to the company, in the name of the- liquidator as such, 
 and of the inspectors (if any) ; and such moneys shall be 
 withdrawn only on the joint cheque of the liquidator and 
 one of the inspectors, if there be any. 
 
 (5) At every meeting of the contributories, the liquida- 
 tors shall produce a bank pass-book, shewing the amount of 
 deposits made for the company, the dates at which the de- 
 posits were made, the amounts withdrawn and dates of such 
 withdrawal ; of which production mention shall be made in 
 the minutes of the meeting, and the absence of such mention 
 shall be privia facie evidence that the pass-book was not 
 produced at the meetings. 
 
 (6) The liquidator shall also produce the pass-book when- 
 ever so ordered by the Court at the request of the inspectors 
 or a contributory, and on his refusal to do so, he shall be 
 treated as being in contempt of Court. 
 
 (7) Every liquidator or inspector shall be subject to the 
 summary jurisdiction of the Court in the same manner and
 
 108 JOINT STOCK companies' MANUAL. 
 
 to the same extent as the ordinary officers of the Court are 
 subject to its jurisdiction ; and the ])erfonnance of his duties 
 may he compelled, and all remedies sought or demanded for 
 enforcing any claim for a debt, privilege, mortgage, lien or 
 right of property upon, in, or to any effects or property in 
 the hands, possession or custody of a liquidator, may be ob- 
 tained by an order of the Court on summary petition, and 
 not by any action, attachment, seizure or other proceeding of 
 any kind whatever ; and obedience by tlie licjuidator to such 
 order may be enforced by the Court under the })enalty ol 
 imprisonment, as for contempt of Court or disobedience 
 thereto ; or he may 1)6 removed in the discretion of the 
 Court. 
 
 !jO. All costs, charges and expenses properly incurred in 
 the voluntary winding-up of a comjian}^ including tlie re- 
 muneration of the li(juidators, shall be payable out of the 
 assets of the company in priority to all other claims. 
 
 21. In case of there being no agreement, or provision fix- 
 in"" the remuneration of a li(juidator, he shall be entitled to 
 a commission on the net })roceeds of the estate of the com- 
 pany of every kind, after deducting expenses and disburse- 
 ments, such commission to be of live per cent, on the amount 
 realized, not exceeding .i?l,00(), the further sum of two and a 
 half per cent, on the amount realize<l in excess of Si ,000, and 
 not exceeding SS.OOO, and a fuither sum of one and a (|uar- 
 ter ])or cent, on the amount realized in excess of So.OOO ; 
 wbich said commission shall be in lieu of all fees and charges 
 for his services. 
 
 *22. — (Ij If a vacancy in the oflice of rK|iiida(orsa])point- 
 cd l>y th«; company, (jerurs by death, lesignation oi' otlier- 
 wi.se, a general meeting for tlic purpose of filling up the va- 
 cancy may be convened by tlie continuing liipiidators, if 
 any, or if none, tlien by any contributory of the company. 
 
 {'!) The li(|uidatorH njay iVom tiuio to time, during tlio 
 continuance of the winding up, sunnnon general meetings of 
 tlie company for the purpo.se of obtaining the sanction of the 
 company by special le.solution, or extraonlinary resolution, 
 or for any other purjioses they think fit.
 
 WINDING UP OF COMPANIES. 109 
 
 (3) In the event of the winding up continuing for more 
 than one year, the liquidators shall summon a general meet- 
 ing of the company at the end of the first year, and of each 
 succeeding year from the commencement of the winding up, 
 or as soon thereafter as may be convenient ; and shall lay 
 before the meeting an account, shewing their acts and deal- 
 ings, and the manner in which the winding up has been con- 
 ducted during the preceding year. 
 
 (4) The liquidator shall also call meetings of the contri- 
 butories whenever required in writing so to do, by the in- 
 spector or five contributories, or by the Court, and he shall 
 state succinctly in the notice calling any meeting the pur- 
 pose thereof. 
 
 (5) The contributories may, from time to time, at any 
 meeting, determine where subsequent meetings shall be held . 
 and in the absence of such a resolution all meetings of the 
 contributories shall be held at the oflfice of the liquidator or 
 of the company, unless otherwise ordered by the Court. 
 
 (6) Notice of any meeting shall for the purposes of this 
 Act be deemed to be duly given, and the meeting to be duly 
 held, whenever the notice i? criven and meetingfheld in man- 
 ner prescribed by the Act, charter or instrument of incor- 
 poration or by the regulations of the company, or by the 
 Court ; or 
 
 (7) Notice of the meeting may be given by publication 
 thereof for at least two weeks in the Ontario Gazette, or by 
 such other or additional notices as the Court, or the inspector 
 or the company may direct, and by also, except where the 
 Court otherwise directs, addressing notices of the meeting 
 to the contributories within the Province, and to the repre- 
 sentatives, within the Province, of contributories who reside 
 out of the Province ; and the notices shall be posted at least 
 ten days before the day on which the meeting is to take 
 place, the postage being prepaid by the liquidator. 
 
 (8) No contributory shall vote at any meeting unless pre- 
 sent personally, or represented by some person having a 
 written authority (to be filed with the li([uidator) to act on 
 his behalf at the meeting, or generally ; and when a poll is
 
 110 JOINT STOCK companies' MANUAL. 
 
 taken reference shall be had to the number of votes to whioh 
 each member is entitled by the Act, charter or instrument 
 of incorporation or the regulations of the company. 
 
 *23. — ;1) The liquidators or any contributory of the com- 
 pany may apply to the Court to determine any question 
 arising in the matter of the winding up ; or to exercise all or 
 any of the powers following; and the Court, if satisfied that 
 the determination of the question, or the required exercise 
 of power, will be just and beneficial, may accede wholly or 
 partially to the application, on such terms and subject to 
 such conditions as the Court thinks tit ; or it may make such 
 other order on the application as the Court thinks just. 
 
 (2) The ( 'ourt, at any time after the presenUition of a 
 petition for winding up a company and before making an 
 order for winding up the company, may restrain further pro- 
 ceedings in any action or proceeding against the company 
 (other than un<ler the Insolvent Acts in force at the time, or 
 any other authority with which this Legislature has nojuris- 
 diction) in and upon such terms as the Court thinks tit. 
 
 (3) The ('ourt may make an order that no action or other 
 proceeding shall be proceeded with or commenced against 
 the con)pany except with the leave of the Court, and subject 
 to .such terius as the Couit may impose ; Viut this sub-section 
 does not apply to proceedings under ;iiiy Act of the Parlia- 
 ment of Cana<la under its jurisdiction iti matters of bank- 
 ruptcy and insolvency or otherwise ; a copy of such order 
 whall forthwith be advertised as the Court may direct. 
 
 (4j The Court may s«'ttle the list of contributories. 
 
 (5) The Court may (liivct meeti^igs of the contributories 
 to be MUiiiiiiontMi, held and conducted in stu^h maniUM- as the 
 Court thinks lit, for thu purj)ose of ascertaining their wisjios, 
 and infiv appoint a person to act as chniinian nf any such 
 meeting and to report th*; result of such meeting to the 
 Court. 
 
 (6) The < 'ourt ni;iy ri<niiic any conl i ibntmy f'T the time 
 being Hottlcd on the lint of eontributorits, or any trustee, re- 
 ceiver, banker, or agent or oflicer of the company, to pay, 
 deliver, convey, surrender or transfer forthwith, or within
 
 WINDING UP OF COMPANIES. Ill 
 
 such time as the Court directs, to or into the hands of the 
 liquidator, any sum or balance, books, papers, estate, or 
 effects which happen to be in his hands for the time being, 
 and to which the company is 'prima facie entitled. 
 
 (7) The Court may make an order on any contributory 
 for the time being settled on the list of contributories, di- 
 recting payment to be made, in manner in the order men- 
 tioned, of moneys due from him or from the estate of the 
 person whom he represents, to the company, exclusive of 
 moneys which he or the estate of the person whom he re- 
 presents may be liable to contribute by virtue of any call 
 made or to be made by the Court in pursuance of this Act. 
 
 (8) The Court may order any contributory, purchaser or 
 other person from whom money is due to the company to 
 pay the same into any bank appointed for this purpose in 
 any general order made under this Act, or in default of such 
 bank into a bank named in the order, or into a branch of 
 such bank, to the account of the official liquidator instead of 
 to the official liquidator, and the order may be enforced in 
 the same manner as if it had directed payment to the official 
 liquidator. 
 
 (9) An order made by the Court in pursuance of this Act 
 upon any contributory shall, subject to the provisions herein 
 contained for appealing against such order, be conclusive 
 evidence that the moneys, if any, thereby appearing to be 
 due, or ordered to be paid, are due ; and all other pertinent 
 matters stated in the order are to be taken to be truly 
 stated, as against all persons, and in all proceedings whatso- 
 ever, with the exception of proceedings taken against the 
 real estate of any deceased contributory, in which case the 
 order shall only be prima facie evidence for the purpose of 
 charging his real estate, unless his heirs or devisees were on 
 the list of contributories at the time the order was made. 
 
 (10) The Court may make such order for the inspection 
 by the creditors and contributories of the company of its 
 books and papers as the Court thinks just ; and any books 
 and papers in the possession of the company may be in-
 
 112 JOINT STOCK companies' MANUAL. 
 
 spected in conformity with the order of the Court, but not 
 further or otherwise. 
 
 (11) The Court may, at any time after the commencement 
 of the winding up of the company, summon to appear before 
 the Court or liquidator any othoer of the company, or any 
 other pei*son known or suspected to have in his possession 
 any of the estate or effects of the company, or supposed to 
 be indebted to the company, or any person wliom the Court 
 may deem capable of giving information concerning the 
 trade, dealings, estate or effects of the company; and incase 
 of refusal to appear or answer the questions submitted, he 
 may be committed and punished Ijy the Judge as for a 
 contempt. 
 
 (12) The Court may require any such officer or person to 
 produce any books, papers, deeds, writings, or other docu- 
 ments in his custody or power relating to the company. 
 
 (13) If any person so summoned, after being tendered the 
 fees to which a witness is entitled in the County Courts, re- 
 fuses to come before the Court or liquidator at the time ap- 
 jwintc'd, having no lawful iinj)ediment, the Court may cause 
 auch person to be apprchcn<le<l, and brought before the Court 
 or litjuidator for examination. 
 
 (14) The Court or licjuidator may examine, upon oatli, any 
 person appearing, or Ijrought before thera in the manner 
 aforesaid, concerning the affairs, dealings, estate or effects of 
 the company, antl may reduce into writing the answers of 
 every aucii person, and recpure him to suljscribe the same. 
 
 dSj In any proceeding imder this Act, the Court may 
 order a writ of subjvrna ad tedijicanduhi, or of suhp(vna 
 iluce.H tecum to issue, commanding the attendance as a wit- 
 neHH of any person within tlu; limits of Ontario. 
 
 (10) Whore any person claims a lien on papers, deeds, or 
 writings or doeuiiifnts jnoibiced l>y him, sucli jjroduction 
 shall be without prejiidii-i; to the lien ; and tluj (Jourt shall 
 have juri.sdiction in the winding up to deteiiniiif ;ill (|ues- 
 tions relating to such lien. 
 
 (17) Where in the course of winding up a coinpany under 
 this Act, it appears that any past or present director, man-
 
 WINDING UP OF COMPANIES. 113 
 
 ager, official or other liquidator, or any officer of the com- 
 pany has misapplied, or retained in his own hands, or be- 
 come liable or accountable for moneys of the company, or 
 been guilty of any misfeasance or breach of trust in relation 
 to the company, the Court may, on the application of a 
 liquidator, or of any contributory of the company, notwith- 
 standing that the offence is one for which the offender is 
 criminally responsible, examine into the conduct of such dir- 
 ector, manager, or other officer, and compel him to repay the 
 moneys so misapplied or retained, or for which he has be- 
 come liable or accountable, together with interest after such 
 rate as the Court thinks just, or to contribute such sums of 
 money to the assets of the company by way of compensation 
 in respect of such misapplication, retainer, misfeasance, or 
 breach of trust, as the Court thinks just. 
 
 24. If at any time a contributory desires to cause any 
 proceeding to be taken which, in his opinion, would be for 
 the benefit of the company, and the liquidator, under the 
 authority of the contributories or of the inspectors, refuses 
 or neglects to take such proceeding, after being duly re- 
 quired so to do, the contributory shall have the right to ob- 
 tain an order of the Court authorizing him to take such pro- 
 ceeding in the name of the liquidator or company, but at his 
 own expense and risk, upon such terms and conditions as to 
 indemnity to the liquidator, as the CouA may prescribe • 
 and thereupon any benefit derived from such proceeding 
 shall belong exclusively to the contributory instituting the 
 same, for his benefit and that of any other contributory who 
 may have joined him in causing the institution of such pro- 
 ceeding ; but if, before such order is granted, the liquidator 
 shall signify to the Court his readiness to institute such pro- 
 ceeding for the benefit of the company, an order shall be 
 made prescribing the time within which he shall do so and 
 in that case the advantage derived from such proceeding* 
 shall appertain to the company. 
 
 2«5. — (1) If a vacancy in the office of liquidator appoint- 
 ed by the company occurs by death, resignation or otherwise, 
 the company in general meeting may fill up such vacancy.
 
 114 JOINT STOCK companies' MANUAL. 
 
 (2) If from any cause there is no li(|uidator acting, either 
 provisionally or otherwise, the Court may on the application 
 of a contributory, appoint a liquidator or li([uidators. 
 
 (3) The Court nuiy also on due cause shewn, remove a 
 liquidator, and appoint another liquidator. 
 
 (4;) When there is no licjuidator the estate shall be under 
 the control of the Court until the appointment of a new 
 liquidator. • 
 
 526. — {!) Any one or more contributories whose claims in 
 the aggregate exceed S500, who may be dissatistied with the 
 resolutions adopted or orders made by the contributories or 
 the inspectors, or with any action of the licjuidator for the 
 dispo.sal of the property of the company, or any part there- 
 of, or for postponing the dispo.sal of the same, or with re- 
 ference to any matter connected with the management or 
 winding up of the estate, may, within four clear days after 
 tliu meeting of the contributories in case the subject of dis- 
 satisfaction is a resolution or order of the contributories, or 
 within f(jur clear days after becoming aware or having notice 
 of the resolution of the inspectors or action of the licjuidator 
 where such resolution or action is the subject of dis.satisfac- 
 tion, give t<j the liquidator notice that he or they will apply 
 to the Court, on the day and at the hour fixed by such notice 
 (and not being later than four clear days after such notice 
 has been given), or as soon thereafter as the parties may be 
 heard before the Court, to rescind such resolutions or ordcr.s. 
 
 (2) The Court, after hearing the inspectors, the licpiidators 
 and cr>iitril»uturie.s jHe.sent at tlio time and j)lace so fixed, 
 may approve, resciri<l or moilif\- the saiil resolutions or 
 orders. 
 
 (3) In case of the application i)eing refu.scd the j)arty ap- 
 plying shall pay all costs occasioned theriiby, anil in other 
 cases the costs and expen.scs shall be in the discretion of the 
 <^^)urt. 
 
 *i7. — (i) Any party who is di.ssatiwficMl with any order 
 or •Ifctision of tin' Court in any proceeding under this Act, 
 may appejil therefrom to th<! ( 'ourt of Apj)eal, or to any one 
 of the Judges of the .said (Joint ; but any appeal to a single
 
 WINDING UP OF COMPANIES. 115 
 
 Judge may, in his discretion, be referred, on a special case to 
 be settled, to the full Court, and on sucii terms in the mean- 
 time as he may think necessary and just. 
 
 (2) No such appeal shall be entertained unless the appel- 
 lant has, within eight days from the rendering of such final 
 order or judgment, taken proceedings on the said appeal, 
 nor unless within the said time he has made a deposit or 
 given security, to the satisfaction of a Judge, that he wil 
 duly prosecute the said appeal and pay such damages and 
 costs as may be awarded to the respondent. 
 
 (3) If the party appellant does not proceed with his ap- 
 peal, as the case may be, according to the law or the rules 
 of practice, the Court, on the application of the respondent, 
 may dismiss the appeal, and condemn the appellant to pay 
 the respondent the costs by him incurred. 
 
 (4) The judgment of the Court of Appeal shall be final. 
 
 28. Any powers by this Act conferred on the Court shall 
 be deemed to be in addition to any other power, of institut- 
 ing proceedings against any contributory, or against any 
 debtor of the company for the recovery of any call or other 
 sums due from such contributory, or against any debtor of 
 the company, for the recovery of any call or other sum due 
 from such contributory or debtor, or his estate, and such 
 proceedings may be instituted accordingly. 
 
 29. All orders made by the Court may be enforced in the 
 same manner as orders of such Court made in any action 
 pending therein, or as orders of the Court under the Insol- 
 vent Acts in force at the time may be enforced ; and for the 
 purposes of this part of the Act, the County Courts and the 
 Judges thereof shall, in addition to their ordinary powers, 
 have the same power of enforcing any orders made by them 
 as the High Court has in relation to matters within the 
 jurisdiction of that Court ; and for the last-mentioned pur- 
 poses the jurisdiction of the County Court Judge shall be 
 deemed to be co-extensive in local limits with the jurisdic- 
 tion of the High Court. 
 
 30. The various County Courts of the Province, and the 
 Judges of the said Courts respectively, shall be auxiliary to
 
 11 G JOINT STOCK COMPANIES MANUAL. 
 
 one another for the purposes of this Act ; and the winding 
 up of a company, or any matter or jirocecding relating 
 thereto, may be transferred from one County Court to 
 another with the concurrence, or by the order or orders, of 
 the two Courts, or by an order of a Judge of the Court of 
 Ajipcal. 
 
 31. Where an order made by one Court is required to be 
 enforced by anotlier Court, an office copy of the order so 
 made, certified by the clerk of the Court which made the 
 same and under the seal of such Court, shall be produced to 
 the proper officer of the Court rc<|uired to enforce the same, 
 and the production of such copy shall be sufficient evidence 
 of the order having been made ; and thereupon such last 
 mentioned Court shall take such steps in the matter as may 
 be requisite for enforcing such order in the same manner as 
 if it were the order of the Court enforcing the same. 
 
 32. — (1) Any application to the Court for v/inding up of 
 a company under this Act shall be by petition ; and the 
 petition may be presented by the company, or by any con- 
 tributory or contributorics of the company. 
 
 ('1) Upon liearing the petition the Court may dismiss the 
 same, with or without co.sts, or may :i(ljourii the hearing 
 conditionally or unconditionally, and may make an interim 
 order, or any other order that it fieems just. 
 
 33. The ( 'oiiit at any timi' after an order has been made 
 for winding up a company, may, \\\nm the application by 
 motion of any coutrilnitory, and upcjn proof to the satisfac- 
 tion of the Court that all proceedings in relation to the 
 winding uj) ought to be stayed, make an order staying the 
 same, either altogether or for a limited time, on such terms 
 and siilijeet to such (romlitions as the Court deems fit. 
 
 81. 'i'lie rules of jtiocrduie for the time being jus to 
 aiiieii'iinentH of j)leadiiigs and proceedings in the ( 'ounty 
 ( 'ourt, shall as far as pract ieable, ajipiy to all pleadings and 
 proceedingH under this Act; and any ( 'omt or liquidator 
 Ijefore whom sMch proceedings arc being carried on shall 
 have full p(jwer an<l authority to apply the appro})iiate 
 rules aH to amendments to the proceedings .so j»ending be-
 
 WINDING UP OF COMPANIES. 117 
 
 fore him ; and no pleading or proceeding shall be void by 
 reason of any irregularity or default which can or may be 
 amended or disregarded under the rules and practice of the 
 Court. 
 
 35. In every petition, application, motion or other plead- 
 ing or proceeding under this Act, the parties may state the 
 facts upon which they rely, in plain and concise language ; 
 and to the interpretation thereof, the rules of construction 
 applicable to such language in the ordinary transactions of 
 life shall apply. 
 
 86. All books, accounts, and documents of the company 
 and of the liquidator, shall, as between the contributories of 
 the company, be prima facie evidence of the truth of all 
 matters purporting to be therein recorded. 
 
 37. All rules, writs of subpoena, orders and warrants is- 
 sued by any Court in any matter or proceeding under this 
 Act, may be validl}' served in any part of Ontario upon the 
 party affected or to be affected thereby, and the service of 
 them may be validly made in such manner as is now pre- 
 scribed for similar services, and the person charged with 
 such service shall make his return thereof under oath. 
 
 38. Except when otherwise provided, four clear j uridical 
 days' notice of any petition, motion, order or rule shall be 
 sufficient ; and service of such notice shall be made in such 
 manner as a .similar service in an action. 
 
 39. — (1) Any affidavit, affirmation or declaration requir- 
 ed to be sworn or made under the provisions or for the pur- 
 poses of this Act, may be sworn or made in Ontario, before 
 the liquidator, or before any liquidator. Judge, notary pub- 
 lic, commissioner for taking affidavits, or Justice of the 
 Peace ; and out of Ontario, before any Judge of a Court of 
 Record, any commissioner for taking affidavits to be used in 
 any Court in Canada, any notary public, the chief municipal 
 officer for any town or city, any British consul or vice- 
 consul, or any person authorized by or under any Statute of 
 the Dominion, or of this Province to take affidavits. 
 
 (2) All Courts, Judges, Justices, commissioners and per- 
 sons acting judicially, shall take judicial notice of the seal,
 
 118 JOINT STOCK companies' MANUAL. 
 
 or Stamp or signature (as the case may be) of such Court 
 Judt^e, notary public, commissioner, justice, chief municipal 
 officer, consul, vice-consul, licpiidator or other person' at- 
 tached, appended or subscribed to such affidavit, affirmation 
 or declaration, or to any other document to be used for the 
 purposes of this Act. 
 
 40. — (1) As soon as the affairs of the company are fully 
 wound up, the liquidator shall make up an account shewing 
 the manner in which the winding up has been conducted, 
 and the property of the company disposed of; and there- 
 upon they shall call a general meeting of the company for 
 the purpose of having the account laid before them, and 
 hearing any explanation that may be given by the liquida- 
 tors; the meeting shall be called by advertisement, specify- 
 ing the time, place and object of such meeting; and the ad- 
 vertisement shall be published one month at least previous- 
 ly thereto. 
 
 (2) The liquidator shall make a return to the Provincial 
 Secretary of such meeting having been held, and of the date 
 at which the same was held ; which return shall be filed in 
 the office of the Provincial Secretary ; and on the expiration 
 of three months from the date of the filing of such retuin, 
 the company shall Ije deemed to be dissolved. 
 
 J I. Or whenever the affairs of the company have been 
 comj)lettjly wcjund up, the (^'ourt may make an order that 
 the company l>e dissolved from the date of such order, and 
 the company shall l>e dis.solved accordingly; which order 
 shall be reported by the luiiiiflator to the Provincial Secre- 
 ta ry 
 
 4^8. If tilt- lii|iii(lut(j|- makes default in transmitting to 
 the Provincial SccreUiry the return mentioned in section 40, 
 or in reporting the order fif any) declaring the company dis- 
 solved, he shall i»e lialtlt; to a peiuilty not exceecling !?2() for 
 every day during which Ik- is in default. 
 
 4!!. All dividends depositeil in a bank an<l ronuiining un- 
 claitfied at the time of th(! di.ssolution of the company, shall 
 be U'Si for tlireo years in the banU where they are de()osited, 
 and if still unclaimed, shall then l)e paid over ly stich hank,
 
 WINDING UP OF COMPANIES. 11}) 
 
 with interest accrued thereon, to the Treasurer of Ontario, 
 and, if afterwards duly claimed, shall be paid over to the 
 persons entitled thereto. 
 
 44. — (1) Every liquidator shall, within thirty days after 
 the date of the dissolution of the company, deposit in the 
 bank appointed or named as hereinbefore provided for, any 
 other money belonging to the estate then in his hands not 
 required for any other purpose authorized by this Act,, 
 with a sworn statement and account of such money, and 
 that the same is all he has in his hands ; and he shall 
 be subject to a penalty of not exceeding $10 for every day 
 on which he neglects or delays such payment; and he 
 shall be a debtor to Her Majesty for such money, and may 
 be compelled as such to account for and pay over the same, 
 
 (2) The money so deposited shall be left for three years 
 in the bank, and shall be then paid over, with interest,, 
 to the Treasurer of the Province, and if afterwards claimed 
 shall be paid over to the person entitled thereto. 
 
 (3) Where a company has been wound up under this 
 Act and is about to be dissolved, the books, accounts and 
 documents of the company and of the liquidators may be 
 disposed of in such a way as the company b}' an extraor- 
 dinary resolution directs. 
 
 (4) After the lapse of five years from the date of such 
 dissolution no responsibility shall rest on the company or 
 the liquidators, or any one to whom the custody of such 
 books, accounts and documents has been commited, by reason 
 that the same or any of them are not forthcoming to any 
 party claiming to be interested therein, 
 
 4«5. — (1) The Board of County Judges from time to time 
 shall make and frame and settle the forms, rules and recru- 
 lations to be followed and observed in proceedings under 
 this Act, and shall make rules as to the costs, fees and charges 
 which shall or may be had, taken or paid in all such cases 
 by or to solicitors or counsel, and by or to officers of Courts, 
 whether for the officers or for the Crown, and b}' or to 
 sheriffs, or other persons whom it ma}'^ be necessary to pro_
 
 120 JOINT STOCK companies' MANUAL. 
 
 vide for, or for any service performed or work done under 
 this Act. 
 
 (2) The Board of County Judges or any tluee of thoni, 
 shall under their hands certify to the Chief Justice of the 
 Court of Appeal, all rules anil forms made under this Act, and 
 the Jud<res of the said Court (of whom the said Chief Justice 
 shall be one) may approve of, disallow, or amend any such 
 rules or forms ; and the rules and forms so approve<l of (with 
 or without amendment, as the case may he) shall have the 
 same force and effect as if they had been made and included 
 in this Act. 
 
 (3) Until such forms, rules and regulations are so apjiroved, 
 and subject to any which shall be approved, the practice 
 under this Act shall in cases not hereinbefore provided for, 
 be the same (as nearly as may lie), as under the Insolvent 
 Acts for the time being in force in this Province. 
 
 40. The following .sections of this Act shall apply to every 
 company whose incorj)oration is under the authority of the 
 Legislature of Ontario, where the shareholders or members 
 of the company are entitled to the profits of the business of 
 such company. 
 
 47. Where a company has passed a sjiecial lesolution 
 authorizing any of the acts hereinafter allowed, the dii-ectors 
 and ollicers may act in accordance with the terms of such 
 resolution, subject to the following provisions of this Act. 
 48. — (1) The company may by such resolution direct that 
 proceedings be taken to distiiltuti' the proceeds of all tlio 
 a-ssets of the company amongst the sharchoMfis aft it |>.'iy- 
 ment of the del>ts of the comi>any, 
 
 (•2) Or may, by such resolution, direct that proceedings bo 
 taken to rediice tlw cajiitiil ; 
 
 (a) EitlnT by paying oil" the sharrs of such persons as 
 may <;lcct to lie paid of!" at a rate lixed by the 
 rcMolution, or to be deteiininid in accordance 
 witli a jtlan llKnein sjx'cified ; 
 (h) Or by paying oil' a certain fixed j)r(j|ioilion of all the 
 Hlmrci.
 
 WINDING UP OF COMPANIES. 121 
 
 (3) This section shall liot apply to a company the capital 
 of which is not divided into shares. 
 
 49. — (1) The company shall thereupon give notice (Form 
 A) of the resolution in the Ontario Gazette, and in some 
 newspaper published in the city of Toronto, and in some 
 other newspaper published where the chief place of- business 
 of the company in Ontario is situate, if any newspaper is 
 published in such place. 
 
 (2) The notice shall also state that after some day to be 
 therein named, and which shall not be earlier than three 
 months fi om the first publication of the notice in the Gazette, 
 the company will act upon the resolution. 
 
 (3) The notice shall also call upon all creditors of the com- 
 pany to file their claims against the company forthwith, 
 whether sach claims are or are not then due. 
 
 (4) Where the company has no place of business in On- 
 tario, or its chief place of business is in Toronto, it will be 
 sufficient if the notice is published in the Gazette and in one 
 Toronto newspaper. 
 
 (5) The notice shall be published in the Gazette and in 
 each of the said newspapers (where publication in more than 
 one is required) at least six times during the said period of 
 three months, and in computing such six times no two pub- 
 lications which occur in the same week shall be counted. 
 
 50. Upon the arrival of the day appointed, or so soon 
 thereafter as conveniently may be, the officers of the com- 
 pany may act in accordance with the terms of the resolution ; 
 provided (1) either that the company has no creditors, and 
 a statement (Form B) upon the oath or solemn affirmation 
 of the chief executive officer and of the treasurer of the com- 
 pany stating their belief of this fact, is filed with the clerk 
 of the County or District Court of the county or district 
 where the chief office of the company is situated ; (2) or the 
 consent of the company's creditors to the resolution being 
 acted upon has been procured in writing, anfl a statement 
 under oath or solemn affirmation of the said officers, con- 
 taining the particulars set forth in form C, is filed with the 
 cierk. 
 
 H
 
 122 JOINT STOCK companies' MANUAL. 
 
 •51. No orticer of such company shall make or authorize 
 any payment by virtue of such resolution until one or other 
 of the said statements has been tiled as aforesaid, or without 
 the consent of every creditor of the company, so long as to 
 his knowledge any debt, whether the same is due or not, or 
 any accrued liability of the company, remains unsatisfied, 
 and any ofiicer who violates the provisions of this section 
 shall, besides being subject to such criminal punishment as 
 is authorized for his ofience, be liable personally for the 
 amount of such unsatisfied claim or accrued liability to the 
 creditor or other person entitled to claim from the company. 
 
 •1^. Every shareholder receiving moneys under such reso- 
 hition, shall, to the extent of the moneys so received, remain 
 liable for any debts or liabilities of the company then in 
 fact existing, and upon the winding up of the company by 
 judicial process, ever}' such person, his executors or adminis- 
 trators, may be requireil to contribute to that extent towards 
 the payment of such debts oi liabilities after the other assets 
 of the com|)any have been exhausted, but no executor or 
 administrator shall be held so liable unless at the time he 
 receivas notice of the assessment he has in his hands assets 
 applicable thereto, or subse(iuently receives such assets. 
 
 •5JI. No insurance or guarantee company, or other eoni- 
 piiny carrying on business of a like nature, shall pay ofTany 
 part of its capital stcjck under this Act until every policy, 
 and every instrument having the efl'ect of a )>olicy, given by 
 the company luus exj)ired, or been terminated, and, in the 
 ca«e of such a com])any, this fact shall be stated in the state- 
 ment ''Form B or (J) til<'d as aforesaid. 
 
 at. Where tin; capital of a eoinpaiiy has Itecoiiie impaired, 
 ami the sljareholderB pass a special resolution to reduce the 
 par value of the shan-s of the (•omj)aiiy, th(^ shares shall 
 theieiij)on be reduced in acconlance with the terms of the 
 resolution, provided that the resolution shall not in any wise 
 affect tiie amount still niiiaining payal»le upon the shares, 
 but the same amount sliall, e.\cej)t as to a double or other 
 additional liability, continue to l)e payable in respect of every 
 share as if such resolutii))i lia<l not been [lassed ; and in case
 
 WINDING UP OF COMPANIES. 123 
 
 by virtue of the charter or Act of incorporation of the com- 
 pany or of any general or other Act affecting the same, a 
 double or additional liability is cast upon the shareholders, 
 the same proportionate liability shall continue, that is to 
 say, if the liability was a double liability, the shareholders 
 shall, as to new creditors, be liable for double the amount of 
 the stock at its reduced value, and in like manner for any 
 other proportion, but in respect of persons who are creditors 
 at the time of the reduction, the liability of the shareholders 
 shall continue as if such reduction had not taken place. 
 
 55. Where a reduction is had under the preceding sec- 
 tion, a notice thereof (Form D) shall be published at least 
 once a week for six weeks in the manner hereinbefore pro- 
 vided in section 49. 
 
 56. Where a company, acting under the provisions of this 
 Act, has reduced its capital, every advertisement, circular or 
 other document thereafter issued by the company, or any of 
 its officers, containing a statement of the capital of the com- 
 pany shall state such capital at the amount to which it has 
 
 been reduced. 
 
 FORM A. 
 
 [Section 49.] 
 
 Notice ia hereby given that the [insert name of Company^ has, by a 
 special resohition passed by the shareholders of the said company, re- 
 solved to [set out the substance of the resolution. ] 
 
 The company will act upon the said resolution upon the 
 day of next. 
 
 All creditors of the company are hereby required to file their claims 
 against the company forthwith, whether or not such claims are now 
 due. 
 
 A. B. 
 
 Date, &c. 
 
 Secretary, 
 
 FORM B. 
 [Sections 50 and 53, First Me7itioned.'] 
 
 I, A. B., oi the in the County of make oath 
 
 and say [or solemnly affirm, as the case may require], 
 
 1. I am the [here insert title of office] of the [name of company,] and 
 I am the Chief Executive Officer of the said company, and, as such
 
 l^^ JOINT STOCK COMPANIES MANUAL. 
 
 officer, have the superviaiou and mauageraent of the bu jiness of the said 
 company. 
 
 2. I verily believe the said company is not indebted to any person or 
 persons, or to any company, association or corporation whatsoever, and 
 I verily believe that no person, company, association or corporation has 
 any right of action whatever against the said [(cn/it of companij]. 
 
 [In the case of iiisnraiice or guarantee compdnies, or otlwr company 
 carryuig on business of a like nature, the foUoicitu/ pariiyraph is to be 
 added : ] 
 
 3. Every policy, and every instrument having the eflect of a policy, 
 given by the said company has expired or been terminated. 
 
 Sworn, &c. 
 
 X, B. — The statement by the Treasurer of the company is to be identical 
 with the above, except as to the paragraph setting forth the office held. 
 
 FORM C. 
 
 [Sections 50 and 53, Second Method.] 
 
 I, C. D., of the in the County of make oath 
 
 and say \'<r solemnly afhrm, as the case may re*/ wire], 
 
 1. I am the [here iiuicrt title of office] of the [ndmr of company], and I 
 am the Chief Executive OHioor of the said company, and, as such ofticor, 
 have the management and supervision of the business of the said com- 
 pany. 
 
 2. I verily believe that the said company is not indebted to any per- 
 son or persons, or to any compiny, jwsociatioii or corporation whatso- 
 ever, except those whose names ajipoar in the schodnle whifh is hereto 
 annexed, and every such person, company and association has con- 
 sented, in writing, to the following resolution being acted upon, that 
 IM to say [here net out the resolution]. 
 
 3. I verily believe that no person, company, association or corpo- 
 ration, except such as aro named in the said schodulu, Iihh any ritjlit of 
 action whatever against the said company. 
 
 r lit the case of ifunrancc or yuarantee companies, or other company 
 camitny "" btuinesa of a like nature, thr followimj parayrapli is to be 
 added ] 
 
 4. Every poliry, and cvi-ry inntrumunt having, the eflect of a policy, 
 ffiven by the said company, lias expired or been terminated. 
 
 Sworn, Ac. 
 
 y^ Ji_ — The statement by the Trexisurer of the company is to be. identical 
 with the abovf, "■■' '•' "" '■• "" pnrajraph setting forth the office held.
 
 WINDING UP OF COMPANIES. 125 
 
 FORM D. 
 
 [Sectioii 55.] 
 
 Notice is hereby given that the [name of company], has by a special 
 reaolution passed by the shareholders of the said company, reduced the 
 capital of the company from $ to $ , and has reduced the 
 
 par value of each share of the said company from $ to $ , 
 
 A. B., 
 
 Sec retary. 
 Date, «fec.
 
 APPENDIX. 
 
 DOMIIS^ION LEGISLATION. 
 
 CHAPTER 119. 
 
 A- D. 1886. An Act respecting the incorporation of 
 Joint Stock Companies by Letters 
 Patent. 
 
 Short title. 
 
 HER Majesty, by and with the advice and con- 
 sent of the Senate and House of Commons 
 of Canada, enacts as follows : — 
 
 I. This act may be cited as " The Companies 
 
 Act." 
 
 Interpreta- 
 tion. 
 
 " C<)mi)any. 
 
 " UniierUk- 
 " inK." 
 
 " coiiiitany . ' 
 
 " lUsal 
 " fHtal*-. 
 "l.an.l." 
 
 '' Sharr- 
 
 "llol.l.T. 
 
 " Manager." 
 
 2. In this Act, and in all letters patent and 
 supplementary letters patent issued under it, un- 
 less the context otherwise re(}uires, — 
 
 (a.) The expression " the company " means the 
 company incorporated by letters patent under 
 this Act; 
 
 (h.) The expression " the undertaking;" means 
 tlie business of every kind which the company is 
 authorized to winy on ; 
 
 (c.) The expression " loan company " means a 
 company incorpoiated for any of the purposes to 
 which the powers of loan companies extend, as 
 hereinafter pr<jvide<l ; 
 
 (d.) The expression " real estate " or " land," 
 includes m«'ssiia;^fes, lands, tenements and heredi- 
 taments of any tenure, and all immovable })roper- 
 ty of any kind; 
 
 (f'.j The expression " .slmreliolder " means every 
 .sub.scrilter t<» or holder of stock in the comj)any, 
 and includes tin; personal representatives of the 
 
 Hhareh(»lder ; 
 
 (f.) The e.xpression " manager " includes the 
 casliier and secretary.
 
 APPENDIX. 1 27 
 
 3. The Governor in Council may, by letters Companies 
 
 patent under the Great Seal, grant a charter to Si^^pulposes' 
 
 any number of persons, not less than five, who may be incor- 
 
 petition therefor, constitutincj such persons, and Pirated bj- 
 
 1 c ^ 1 111 • ii letters patent, 
 
 others who thereafter become shareholders m the 
 
 company thereby created, a body corporate and 
 
 politic, for any of the purposes or objects to 
 
 which the legislative authority of the Parliament 
 
 of Canada extends, except the construction and Exception. 
 
 working of railways, or the business of banking 
 
 and the issue of paper money, or the business of 
 
 insurance, 
 
 4. The applicants for such letters patent shall Notice to be 
 give at least one month's previous notice, in the what ItThall 
 Canada Gazette, of their intention to apply for contain. 
 the same, stating therein, — 
 
 (a.) The proposed corporate name of the com- Name. 
 pany, which shall not be that of any other known 
 company, incorporated or unincorporated, or any 
 name liable to be confounded therewith, or other- 
 wise, on public grounds, objectionable ; 
 
 (6.) The purposes for which its incorporation Purposes, 
 is sought ; 
 
 (c.) The place within Canada which is to be Chief place of 
 its chief place of business ; busmess, 
 
 {d.) The proposed amount of its capital stock Capital. 
 — which, in the case of a loan company, shall not 
 be less than one hundred thousand dollars ; 
 
 (e.) The number of shares and the amount of Shares, 
 each share ; 
 
 (/.) The names in full and the address and Names, Ac. 
 calling of each of the applicants, with special ° *'^'' '^'*° ^* 
 mention of the names of not more than fifteen 
 and not less than three of their number, who are 
 to be the first or provisional directors of the 
 company, and the majority of whom shall be resi- 
 dents of Canada. 
 
 • 
 
 5. At any time, not more than one month after Petition for 
 the last publication of such notice, the applicants ^♦^"^'■s patent, 
 may petition the Governor in Council, through 
 
 the Secretary of State, for the issue of such 
 letters patent : 
 
 2. Such petition shall state the facts set forth what it shall 
 in the notice, the amount of stock taken by each contain.
 
 128 
 
 .JOINT STOCK companies' MANUAL. 
 
 A certain 
 amount of 
 stock must be 
 taken. 
 
 And a certain 
 amoimt i>ai(l 
 up thereon. 
 
 DiKiJosal of 
 amount paid 
 up. 
 
 applicant, the amount paid in upon the stock of 
 each applicant, and the manner in which the 
 same has been paid in. and is held for the com- 
 pany : 
 
 3. The aggregate of thp stock so taken shall be 
 at least the one half of the total amount of the 
 propo.sed capital stock oi the company : 
 
 4. The aggregate so paid in tiiereon .shall, if 
 the company is not a loan company, be at least 
 ten per cent, of the stock so taken ; if the com- 
 pany is a loan company the aggregate so paid in 
 of the stock so taken shall be at least ten per 
 cent, thereof, and shall not be less than one hun- 
 dred thousand dollars : 
 
 5. Such aggregate shall be paid in to the credit 
 of the company, or of trustees therefor, and .shall 
 be standing at such credit in some chartered bank 
 01- ))aiiks in Canada, unless the object of the com- 
 pany is one requiring that it should own real 
 estate — in which case any portion not exceeding 
 one half of such aggregate may be taken as paid 
 in, if it is bona fide invested in real estate suit- 
 able to such object, which is duly held by trustees 
 for the company, and is of the recpiired value, 
 over and above all incumbrances thereon : 
 
 ('). The petition may ask for the emboilyiug in 
 the letters patent of any provision which, under 
 this Act, might Ijc made by by-law of the com- 
 j)any ; and such provision so embodied shall not, 
 unless prtjvision to the contrary is made in the 
 letters patent, be sulject to rej)eal or alteration 
 by by-law. 
 
 IVeliminary 4J. l'.(;fore the letters patent are issued, tin; ap- 
 
 Il'l^^'l V '"■ |>lieants shall establish, to the .satisfaction of the 
 Secretary of State, or of such otlier ollicer as is 
 charged by the <iov(irrior in Council to report 
 thereon, tht; Hutliciency of tlieir notice and peti- 
 tion, an<l the tiiith and suHiciency of the facts 
 therein .sot forth, and that the proposed name \h 
 not th(3 name (W any other known in('or|torated (jr 
 PrfK.f of fartJi unincorporated company; Jind f<»r that purpose, 
 »«uM'rU-«l. ^^^, Secretiiry of State, or such other ollieer, shall 
 
 take and keep of record any re(|uisite evidence in 
 writing, by oath or aflirniation or by solemn 
 declaration. 
 
 Certain pro- 
 viiiionH may 
 be inHerted in 
 b'ttent patent.
 
 APPENDIX. 129 
 
 7. The letters patent shall recite such of the Facts to be 
 established averments of the notice and petition {^^l^^^ patent, 
 as to the Governor in Council seems expedient. 
 
 8. The Governor in Council may give to the Governor 
 
 ^•a^ J. !• i.-u L may give 
 
 company a corporate name, ditierent trom tnat another cor- 
 proposed by the applicants in their published porate name, 
 notice, if the proposed name is pbjectionable. 
 
 9. Notice of the granting of the letters patent Notice of issu- 
 shall be forthwith given by the Secretary of State, |,°^tent"^" 
 
 in the Canada Gazette, in the form A in the 
 schedule to this Act; and thereupon, from the 
 date of the letters patent, the persons therein 
 named, and their successors, shall be a body cor- 
 porate and politic, by the name mentioned there- 
 in ; and a copy of every such notice shall forth- 
 with be, by the company to which such notice 
 relates, inserted on four separate occasions in at 
 least one newspaper in the county, city or place 
 where the head office or chief agency is establish- 
 ed. 
 
 10. If it is made to appear, to the satisfaction Governor 
 
 of the Governor in Council, that the name of any ^me" bT^ujv 
 company (whether given by the original or by plementary 
 supplementary letters patent, or on amalgama- p**^"*- 
 tion) incorporated under this Act, is the same as 
 the name of an existing incorporated or unincor- 
 ated company, or so similar thereto as to be liable 
 to be confounded therewith, the Governor in 
 Council may direct the issue of supplementary 
 letters patent, reciting the former letters and 
 changing the name of the company to some other 
 name which shall be set forth in the supplemen- 
 tary letters patent. 
 
 11. When a company incorporated under this Company 
 Act is desirous of adopting another name, the ^ange of ** 
 Governor in Council, upon being satisfied that the name, 
 change desired is not for any improper purpose, 
 
 may direct the issue of supplementary letters 
 patent, reciting the former letters patent and 
 changing the name of the company to some other 
 name, which shall be set forth in the supplemen- 
 tary letters patent.
 
 130 JOINT STOCK companies' MANUAL. 
 
 Change not to ti^. No alteration of its name under tlie two 
 affect rib'hb* sections next precedinir shall affect the riijrhts or 
 
 or obhga , ,. . »i , ® in i- 
 
 tion.-*. obligations of tlie comitany ; and ail proceedings 
 
 may be continued or commenced by or against 
 
 the company under its new name that might have 
 
 been continued or commenced by or against the 
 
 company under its former name. 
 
 Company 13. The Company may, from time to time, by a 
 
 may authorize resolution passed by the votes of shareholders 
 apply for representing at least two-thirds in value of the 
 extension of subscribed stock of the company, at a special gen- 
 powers. ^^^j ,^jg(jj^jj^g (..^^iieJ for the purpose, authorize the 
 
 directors to applv for supplementary letters 
 patent extending the powers of the company to 
 such other purposes or objects, for which a com- 
 pany may be incorporated under this Act, as are 
 defined in the resolution. 
 
 Application 1-4. The directors may, at any time within six 
 
 by directors, months after the passing of any such resolution, 
 petition the Governor in Council, througli the 
 Secretary of State, for the issue of such supple- 
 mentary letteiN patent : 
 Notice of a[>. 2. The applicants for such su])plementary let- 
 pli^^tion to l.e j.gj.^ |,atL.nt shall give at least one month's notice 
 in the Cawrdd Guzelie of their intention to apply 
 for the same, stating therein the purposes or ob- 
 jects to which it is desired to extend the ])OwerH 
 of tlie com])any. 
 
 Pnxjftolx.- I."*. Before such siipjiltiiiii'iitaiy letters patent 
 
 fumijihed U) ^p,. issut'd, the applicants shall establish to the 
 
 Hfcretary of . , •,..!.. e ,.<. ^ c i 
 
 9ui«-. satisfaction of tin- .Secretary ot »State or or such 
 
 other ofliff) as is charged by tlie (jovernor in 
 Council to r('|M(it thereon, the duo pa.ssing of the 
 resolution authorizing the ajiplication an<l the 
 sufficiency of their notict; and p<>tition ; and for 
 that purjiose the Secretary of State, or su(;h other 
 officer, shall take and ke(rp of record any requisite 
 evidenci! in writing, l»y oath or afliniiation, or by 
 HoloiMti declaration. 
 
 (fTIint of Hllp 
 
 \i*. I pull 'liif proof so niadc, tlii- (lovciiior in 
 
 plemenury ( ouncil iiiav trraiit suitpletiuMitary letters patent 
 ini'l'T th<- (treat Seal, cxtelidmg tlie powers or
 
 APPENDIX. 131 
 
 the company to all or any of the objects defined 
 in the resolution ; and notice thereof shall be 
 forthwith given by the Secretary of State, in the 
 Canada Gazette, in the form B in the schedule to 
 this Act; and thereupon, from the date of the 
 supplementary letters patent, the undertaking- of Notice of is.<ue 
 the company shall extend to and include the t^'^''^"^- 
 other purposes or objects set out in the supple- 
 mentary letters patent as fully as if such other 
 purposes or objects were mentioned in the original 
 letters patent ; and a copy of every such notice 
 shall forthwith be, by the company to which the 
 notice relates, inserted on four separate occasions 
 in at least one newspaper in the county, city or 
 place where the head office or chief agency is 
 established. 
 
 11. The directors of the company, other than a Subdivision of 
 loan company, may, at any time, make a by-law shares, 
 subdividing the existing: shares into shares of a 
 smaller amount. 
 
 IH. The directors of the company may, at any liicrea«e of 
 time after the whole capital stock of the company capital, 
 has been taken up and fifty per cent, thereon 
 paid in, make a by-law for increasing the capital 
 stock of the company to any amount which they 
 consider requisite for the due carrying out of the 
 objects of the company : 
 
 2. Such by-law shall declare the number of the By-law for 
 shares of the new stock, and may prescribe the ^^^'^^ purpose. 
 manner in which the same shall be allotted ; and 
 in default of its so doing, the control of such al- 
 lotment shall vest absolutely in the directors, 
 
 19. The directors of the company may, at any Reduction 
 time, make a by-law for reducing the capital ^^ capital, 
 stock of the company to any amount which they 
 consider advisable and sufficient for the due 
 carrying out of the undertaking of the company ; Proviso ; as to 
 but the capital stock of a loan company shall panic's?"' 
 never be reduced to less than one hundred thous- 
 and dollars : 
 
 2. Such by-law shall declare the number and By-law for 
 value of the shares of the stock as so reduced, and ^^^^ purpose.
 
 132 
 
 JOINT STOCK companies' MANUAL. 
 
 Liability to 
 credit<>rs not 
 affected. 
 
 the allotment thereof, or the manner in which 
 the sanio shall be made : 
 
 3. The liability of shareholders to persons who 
 were, at the time of the reduction of the capital, 
 creditors of the company, shall remain the same 
 as if the capital had not been reduced. 
 
 Such by-law 20. No by-law for increasing or reducing the 
 bysbarT-™^*^ Capital stock of the Company, or for subdividing 
 the shares, shall have any force or etiect what- 
 soever, until it is approved by the votes of share- 
 holders representing at least two-thirds in value 
 of all the subscribed stock of the company, at a 
 special general meeting of the company duly 
 called for considering the same, and afterwards 
 confirmed by supplementary letters patent. 
 
 holders and 
 confirmed by 
 sapplemen- 
 tary letters 
 patent. 
 
 Petition for 
 HUppleinen- 
 tary letters 
 l>at€nt to con- 
 firm by law. 
 
 By-law, &c., 
 to be pro- 
 dnce<l with 
 petition. 
 
 Kvi<li'nce may 
 Ims taken and 
 kept by Seen- 
 Ury of .SUt««. 
 
 31. At any time, not more than six months 
 after such sanction of such by-law, the directors 
 may petition the (irovernor in Council, through 
 the Secretary of State, for the issue of supple- 
 mentary letters patent to confirm the same : 
 
 2. The directors shall, with such petition, pro- 
 duce a copy of such by-law, under the seal of the 
 company, and signed by the president, vice-presi- 
 dent or secretary, an<l establish to the satisfaction 
 of the Secretary of State, or of such other ofiicer 
 as is charged by the (lovernor in Council to re- 
 port thereon, the due pas.sage and approval of 
 such by-law, and the expecliency and bona fide 
 character or the increase or reduction of capital 
 or Hubilivision of shares, as the case may be, 
 thereby provided for : 
 
 3. The Secretary of State or such olliccr shall, 
 for that pur[>ose, take and keep of record any re- 
 ((uisit^? I'videncc! in writing, by oath or nffirmation 
 or by solemn <leciaration, as ab()V(> mention<'<l. 
 
 (;raniiii«of ^43. rjifiii diir pioof so made, the (lovernor in 
 
 ""'''''r'ttln" ('ouncil may ^naiit such Mujjplementary letters 
 
 i.at<«nt; paUmt ijuder the (Ireat Seal , and notic*- there(»f 
 
 noiic..; Hhall In- forthwith ifiven })y the Secretary of State 
 
 ••ffeot of Buch • .1 /I I gT ,, '• ii 1- i ^ • ii _ 
 
 b-it.Pi patent. "• ^•'•' «'"'""'" Udzcrtf, in the lorm ( , in tlie 
 w;h«Mlnle to this Act: and thereupon, from the 
 date of tlie '■ii|i|ilemetitary letters jiatent, the
 
 APPENDIX. 133 
 
 capital stock of the company shall be and remain 
 increased or reduced, or the shares shall be sub- 
 divided, as the case may be, to the amount, in the 
 manner and subject to the conditions set forth by 
 such by-law; and the whole of the stock, as so 
 increased or reduced, shall become subject to the 
 provisions of this Act, in like manner, as far as 
 possible, as if every part thereof had been or 
 formed part of the stock of the company origin- 
 ally subscribed. 
 
 S3. All powers given to the company by the Powers given 
 letters patent or supplementary letters patent *° li^f^ subject 
 shall be exercised, subject to the provisions and 
 restrictions contained in this Act. 
 
 24. Every company incorporated under this General cor- 
 Act may acquire, hold, sell and convey any real P°r*^*® p^^" 
 estate requisite for the carrying on of the under- 
 taking of such company, and shall forthwith be- 
 come and be invested with all property and 
 rights, real and personal, theretofore hold by or 
 for it under any trust created with a view to its 
 incorporation, and with all the powers, privileges 
 and immunities requisite or incidental to the 
 carrying on of its undertaking, as if it was incor- 
 porated by a special Act of Parliament, embody- 
 ing the provisions of this Act and of the letters Proviso : as to 
 patent : Provided always, that the exercise by ^^^^. ^^^' 
 loan companies of the powers conferred by this ^^ 
 section shall be subject to the special provisions 
 respecting such companies hereinafter contained. 
 
 25. The stock of the company shall be personal Stock to be 
 estate, and shall be transferable, in such manner, estatel* 
 and subject to all such conditions and restrictions . 
 
 as are prescribed by this Act or by the letters 
 patent or by by-laws of the company. 
 
 26. If the letters patent, or the supplementary AUotment of 
 letters patent, make no other definite provision, 
 
 the stock of the company, or any increased 
 amount thereof, so far as it is not allotted thereby, 
 .shall be allotted at such times and in such man- 
 ner as the directors prescribe by by-law.
 
 134 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 Shares Ui be 
 paid in cash, 
 subject to 
 certain ex- 
 eeptions. 
 
 •-i7. Kvery share in the company shall, subject 
 to the provisions of sub-section five ot section five 
 of tliis A.ct, be ileeiued to have been issued and to 
 be lield subject to the payment of the whole 
 amount thereof in cash, unless the same has been 
 otherwise agreed upon or determined by a con- 
 tract duly made in writing and filed with the 
 Secretary of State at or before the issue of such 
 shares. 
 
 Board of 
 directors. 
 
 5JK The affairs of the company .shall be man- 
 aged by a board of not more than fifteen and not 
 le.ss than three directoi's. 
 
 Provisional 
 directont. 
 
 29. The persons named as such, in the lettei-s 
 patent, shall be the directors of the company, un- 
 til replaced by others duly appointed in their 
 stead. 
 
 Qualifications '^O. No person shall be elected or appointed as 
 of 8ub^e<iuent a director thereafter unless he is a shareholder, 
 owing stock absolutely in his own right, and tb 
 the amount required l)y the by-laws of the com- 
 pany, and not in arrear in respect of any call 
 thereon ; and at all times the majority of the 
 Henidence. directors of the company sliall be persdiis resident 
 in Canada. 
 
 By-law for 
 increa«e or 
 decreaH« of 
 numlxT of 
 directorn. 
 
 Wh<-n to Ix- 
 valid. 
 
 Jll. 'i'he (•ompany may, by by-law, increase to 
 not more than fifteen, or decrea.se to not le.ss than 
 thn'(!, the numljcr of its directors, or may change 
 the company's chief place of business in Canada; 
 but no liy-law for either of the said jturposes 
 shall be valid or acted upon utdess it is approved 
 by a vote of at least two-thirds m value of the 
 stock represf'nt<Ml by the shareholdcirs present at 
 a special general meeting duly called for C(tnsidcr- 
 ing the by-|jiw ; nor until a coj)y of such by-law, 
 (•ertitie<l under the seal of the company, has been 
 deposited with the Secn^Uiry of State, and has 
 also b -en published in the Ciit,n<la Gdzaftf. 
 
 KIrctlon of 
 directorK. 
 
 JW. hin-etors of the company shall bt; electe(| 
 by the shareholders, in gi;neral meeting of the 
 company assenibled nt some place within Canada,
 
 APPENDIX. 135 
 
 — at such times, in such manner and for such 
 term, not, exceeding two years, as the letters 
 patent, or, in default thereof, as the by-laws of 
 the company, prescribe. 
 
 33. In the absence of other provisions in such Mode and 
 behalf, in the letters patent or by-laws of the JPJ^^^ "^ ^lec- 
 company, — 
 
 {a.) The election of directors shall take place Yearly, 
 yearly, and all the directors then in office shall 
 retire, but, if otherwise qualified, they shall be 
 eligible for re-election ; 
 
 (6.) Notice of the time and place for holding Notice. 
 general meetings of the company shall be given 
 at least twenty-one days previously thereto, in 
 some newspaper published in the place where the 
 head office or chief place of business of the com- 
 pany is situate, or if there is no such newspaper, 
 then in the place nearest thereto in which a 
 newspaper is published ; 
 
 (c.) At all general meetings of the company, A'otes. 
 every shareholder shall be entitled to give one 
 vote for each share then held by him : such votes 
 may be given in person or by proxy — the holder Proxies, 
 of any such proxy being himself a shareholder ; 
 but no shareholder shall be entitled, either in All calls must 
 person or by proxy, to vote at any meeting un- ^*7,® ^®^" 
 less he has paid all the calls then payable upon 
 all the shares held by him ; all questions pro- 
 posed for the consideration of the shareholders Majority to 
 shall be determined by the majority of votes — decide, 
 the chairman presiding at such meeting having 
 the casting vote in case of an equality of votes ; Casting vote. 
 
 {d.) Every election of directors shall be by Ballot, 
 ballot ; 
 
 (e.) Vacancies occuring in the board of direc- Vacancies, 
 tors may be filled, for the remainder of the ''°"' ^^'^^" 
 term, by the directors from among the qualified 
 shareholders of the company. 
 
 (/.) The directors shall, from time to time. President, 
 
 1 , /. ,, 1 -111 . /• vice-v>resiaent 
 
 elect trora among themselves a president and, if and officers, 
 they see fit, a vice-president of the company ; and 
 may also appoint all other officers thereof.
 
 13G 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 Failure to 511. If, at any time, an election of directors is 
 
 elect directors, ^j^^ made, or docs not take effect at the proper 
 rem i . ^j^^^^^ ^j^^ company shall not be held to be there- 
 by dissolved ; but such election may take place at 
 any subsequent general meeting' of the comjmny 
 duly calletl for that purpose ; and the retiring 
 directors shall continue in office until their suc- 
 cessors are elected. 
 
 Powers and 
 duties of di- 
 rectors. 
 
 Stock. 
 
 Dividends. 
 
 Number, &c., 
 of directort). 
 
 Anvtiln and 
 otticeni. 
 
 MectinKit- 
 
 renalticH. 
 
 (ifn«ral 
 IHiweni. 
 
 ( 'oiifirination 
 of l>y lawn. 
 
 JI5. The directors of the company may admin- 
 ister the atiairs of the company in all thin<,'s, and 
 make or cause to be made for the company, any 
 description of contract which the company may, 
 by law, enter into; and may, from time to time, 
 make by-laws not contrary to law, or to the let- 
 ters patent of tlie cora])any, or to this Act, for the 
 following purposes : — 
 
 (d.) The regulating of the allotment of stock, 
 the making of calls thereon, the payment thereof, 
 the i.ssue and registration of certiticates of stock 
 the forfeiture <jf stock for non-payment, the dis- 
 posal of ioifeited stock and of the proceeds there- 
 of, and the transfer of stock ; 
 
 (b.) The declaration an<l ])ayment of dividends; 
 
 (c.) The number of tlie directors, their term of 
 service, the amount of their stock (pialification, 
 and their rt-muncration, if any ; 
 
 (d.) 'J'he appointment, functions, tluties an<l re- 
 moval of all agents, oliictis an<l servants of the 
 company, tiie security to l)e given by them to the 
 company and their reuiuneration ; 
 
 (fi.) The time and place for the holding of the 
 annual meetings of the company, the calling of 
 meetings, regular and special, of the board of 
 directors and (j1 (lie company, the (|Uoruiii, tlu; re- 
 (|uirenjents as to proxies, and the jnoceduie in all 
 things at snclj meetings ; 
 
 ( f.) The iiiipositif»n and recovery of all pc^nal- 
 ties and foileitures which admit of regulation by 
 by-law ; 
 
 (ff. 'I'lie conduct, in all oilier |»articulars, of the 
 affairs of thi- company : 
 
 And the directors niay, irinu time, to tim(\ rc- 
 M-al, amend or re-enact the .same ; but every such 
 »y-law, and every repeal, aineiidment or re-enact-
 
 APPKNDIX. 137 
 
 ment thereof, unless in the meantime confirmed 
 at a general meeting of the company, duly called 
 for that pui-pose, shall only have force until the 
 next annual meeting of the company, and in de- 
 fault of confirmation theieat, shall, at and from 
 that time only, cease to have force : 
 
 2. No by-law for the issue, allotment or sale of Confirmation 
 any portion of the unissued stock at any greater of by-laws for 
 
 •/I »/ o Stilp 01 stock 
 
 discount or at any less premium than that v/hich below previ^ms 
 has been previously authorized at a general meet- ^^^^' ^^• 
 ing, and no by-law for the remuneration of the 
 president ortiny director, shall be valid or acted 
 upon until the same has been confirmed at a 
 general meeting. 
 
 516 The directors may deduct from the divi- Debts to com- 
 dends payable to any shareholder all such sums |^^^^y^"||^' ^^^ 
 ot money as are due from him to the company, on fromdivi- 
 account of calls or otherwise. dend*. 
 
 37. The directors may, when authorized by a Issue of 
 by-law for that pui'pose, passed and approved of l'^!"^^ *^^n 
 by the votes of shaieholders, representing at least 
 two-thirds in value of the subscribed stock ot the 
 company, represented at a special general meeting 
 duly called for considering the by-law, — 
 
 (a.) Borrow money upon the credit of the com- Borrowing 
 pany and issue bonds, debentures or other secur- i^^^'^''^- 
 ities for any sums borrowed, at such prices as are 
 deemed necessarN' or expedient ; but no such de- 
 bentures shall be for a less sum than one hundred 
 dollars ; 
 
 (b.) Hypothecate or pletlge the real or personal Charging 
 property of the company to secure any sums bor- P'^^perty. 
 rowed by the company ; 
 
 But the amount borrowed shall not, at any Limitation of 
 time, be greater than seventv-five iier cent, of the ?°^"""5 \^ 
 
 1 • 1 I /- i I " borrowed. 
 
 actual paid-up stock oi the company ; but the 
 limitation made by this section shall not &.pply to Exception, 
 commercial paper discoimted by the compan}'. 
 
 38. The directors may, from time to time, make Calling in of 
 such calls upon the shareholders in respect of all J^a*id^on ""^ 
 moneys unpaid upon their respective shares, as shares, 
 they think fit, at such times and places and in 
 I
 
 138 
 
 JOINT STOCK COMrANIES MANUAL. 
 
 such jiayinents or instalments as the letters 
 patent, or this Act, or the by-laws of the company 
 require or allow. 
 
 Interest on JIO. A call .sliall be deemetl lo have been nuide 
 
 -calls over iue. at the time when the resolution of the directors 
 autliorizing such call was pa.s.sed ; and if a share- 
 holder fails to pay any call due by him, on or be- 
 fore the day appointed for the payment thereof, 
 he .shall be liable to pay interest for the same, at 
 the rate of .six per cent, per annum, from the day 
 appointed for payment to the time of actual pay- 
 ment thereof. 
 
 Vaynwntiu 40. The directors may, if they think fit, receive 
 
 ^h^T** "° from any shareholder willing to advance the .same, 
 
 all or any part of the amounts due on the .shares 
 
 ^ntere.<>t may held by such shareholder, beyond the sums then 
 
 3>eAllowed. actually called for; and upon the moneys so paid 
 
 in advance, or so much thereof as, from time to 
 
 time, exceeds the amount of the calls (hen ma«le 
 
 upon the shares in respect of whicli such advance 
 
 is made, the com]mny may pay interest at such 
 
 rate, not exceeding eight per cent. ])er annum, as 
 
 the shareholder wlio Jiays such sum in advance 
 
 an<l till- diiectors agree u])on. 
 
 Vorfeiture of 
 share* for 
 noniiayment 
 •of calln. 
 
 Trovi«o ; 
 liaMlity of 
 IjolrUjrn ron- 
 
 41. if, after such deniand oi- notice as is pre- 
 .scribe 1 by the letters j)atent or by the ]»y-laws of 
 the company, any call made ujion any sliare is 
 not i»aid within such time as, by siich lettei's 
 |iatent or by the liy-laws, is limited in that be- 
 iiaU, the direct(jra. in their discretion, by vote to 
 that effect duly reccjrded in their minutes, may 
 summarily declare forfeit id any shaies whereon 
 such jtayment is not made; and the same shall 
 tliereupon beconu; the ])ropeity (»f the comj)aiiy 
 and may be rjispo.sed of Jis, by the by-laws of the 
 company or otherwise, tiiey pi"escrilie ; but, nof- 
 with.Htau'ling such forfeiture, the holder of such 
 slian.'H at tlie time of foifeiture shall continue 
 liable to the tlun cicditoi-s of the company Ibr 
 the full amount un|>aid on such shares at the 
 time of forfeiture, less any sums whicli are sid)- 
 Me«|ticntly receivtd by ihr com]iany in respect 
 thereof
 
 APPENDIX. 139 
 
 42. The directors may, if they see fit, instead Enforcement 
 of declaring- forfeited any share or shares, enforce °[ caUa^b"* 
 payment of all calls, and interest thereon, by ac- action. 
 tion in any court of competent jurisdiction; and 
 
 in such action it shall not be necesaary to set 
 forth the special matter, but it shall be sufficient 
 to declare that the defendant is a holder of one what only 
 share or more, stating the number of shares, and need be ai- 
 is indebted in the sum of money to which the pr^^ven"!^ 
 calls in arrear amount, in respect of one call or 
 more, upon one share or more, stating the num- 
 ber of calls and the amount of each call, whereby 
 an action has accrued to the company under this 
 Act; and a certificate under their seal, and pur- 
 porting to be signed by any officer of the com- be''evfdence!'' 
 pany, to the effect that the defendant is a share- 
 holder, that such call or calls has or have been 
 made, and that so much is due by him and un- 
 paid thereon, shall be received in all courts as 
 prima facie evidence thereof. 
 
 43. The compan}' shall cause a book or books Book to be 
 to be kept by the secretary, or by some other t„®'con°a1n^^'^* 
 officer specially charged with that duty, wherein 
 
 shall be kept recorded, — 
 
 (a.) A copy of tlie letters patent incorporating Copy of let- 
 the company, and of any supplementary letters By^iaws^Vc. 
 patent, and of all by-laws thereof ; 
 
 (6.) The names, alphabetically arranged, of all Names of 
 
 ^^ , ' i5 1 t v IJ shareholders. 
 
 persons who are or have been shareholders ; 
 
 (e.) The address and calling of every such per- Addresses, 
 son, while such .shareholder; 
 
 (d.) The number of shares of stock held by Number of 
 each shareholder ; 
 
 (e.) The amounts paid in and remaining un- Amounts 
 paid, respectively, on the stock of each .share- ^"^'''' ^^' 
 holder ; 
 
 (/.) The names, addresses and calling of all ^j^ectok 
 persons who are or have been directoj's of the 
 companj', with the several dates at which each 
 became or ceased to be such director : 
 
 2. A book called the register of transfers shall JJ^f^^fg'/,"^ 
 be provided, and in such book shall be entered 
 the pai'ticulars of every transfer of shares in the 
 capital of the company.
 
 uo 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 Books to be 
 ojxjii for in- 
 sjKfctinn and 
 taking ex- 
 tracts there- 
 from. 
 
 44. Such books slmll, during reasonable busi- 
 ness hours of every ilay, except Sundays and 
 holidays, be kept open for the inspection of share- 
 holders and creditors of the company, and their 
 personal representatives, at the head othce or chief 
 place of business of the company ; and every such 
 shareholder, creditor or personal representative 
 mav make extracts therefrom. 
 
 Penalty f.-r 45. Kvery director, officer or servant of the 
 
 false entries, company, who knowingly makes or assists in 
 making any untrue entry in any such book or 
 who refuses or wilfully neglects to make any 
 ])roper entry therein, or to exhibit the .same, or to 
 allow the same to be inspected and extracts to be 
 taken therefrom, is guilty of a misdemeanor. 
 
 Forfeiture for '^ Kvery conijiany wliieli neglects to keep 
 neglect. such Ixjok or books as aforesaid, shall forfeit its 
 
 coi|»oiate rights. 
 
 i;..ok»f t.. be 47. Such Vjooks shall be prima facie evidence 
 
 P^'?"' ^'""'^ of all facts purporting to be tliereby stated, in any 
 
 action, suit or proceeding against the company or 
 
 against any shareholder. 
 
 Transfer <>f 
 MhareM valid 
 'inly after 
 entry. 
 
 Liabilitien of 
 dircctom am 
 ffKardu 
 tranxfom of 
 »h»r«r« in i-pT' 
 tain cnii<-<i. 
 
 4S. No transfer of shares, unless made by sale 
 iinder execution, or under the decree, order or 
 judgment of a court of competent jurisdiction, 
 shall bf valid for any |»urpose whatevei-, until 
 entry thereof is duly made in the register of 
 transfers, except f(jr the purpose of exhibiting 
 the riglitH of the j)arties thereto towards each 
 other, and of rendering the transferee liable, in 
 the meantiiiM', jointly and severally, with the 
 transferrer, to the company and its creditors. 
 
 10 No trunsfer of shares, whereof the wlK)le 
 amount has not been paid in, shall be made with- 
 out the consent of the flireetors ; an<l whenever 
 • any trunsfi-r of sliures not fully paid in has been 
 madr- with such consent, to a peiH(jn who is not 
 apparently rjf suHicient means to fully |»ay up 
 such shares, th*' <lireetors shall be jointly and 
 (jeveraily liable to the creditors of the company,
 
 APPENDIX. 141 
 
 in the same manner and to the same extent as 
 the transferring shareholder, but for such 
 transfer, would have been; but if any director How only a 
 present when any such transfer is allowed does <^i'^*^5*'?r°^'^y 
 forthwith, or if any director then absent does, biiity. 
 within twenty-four hours after he becomes 
 aware thereof and is able so to do, enter on 
 the minute book of the board of dii-ectors his 
 protest against the same, and within eight days 
 thereafter publishes such protest in at least one 
 newspaper published at the place in which the 
 head office or chief place of business of the 
 company is situated, or if there is no news- 
 paper there published, then in the newspaper 
 published nearest thereto, such director may 
 thereby, and not otherwise, exonerate himself 
 from such liability. 
 
 oO. Whenever the interest in any shares of Provision 
 the capital stock of the company is transmitted areTransmtt- 
 by the death of an 3^ shareholder or otherwise, or ted otherwise 
 whenever the ownership of or legal right of pos- f^^^ ^^ trans- 
 session in any shares changes by any lawful 
 means, other than by transfer according to the 
 provisions of this Act, and the directors of the 
 company entertain reasonable doubts as to the 
 legality of any claim to such shares, the company 
 may make and file, in one of the superior courts 
 in the Province in which the head office of the 
 company is situated, a declaration and petition in Order of conrt 
 
 writing, addressed to the justices of the court, i"fJ,S^°l^"„ 
 c iii> 11 n 1 tainea on ap- 
 
 settmg forth the tacts and the number of shares plication, 
 previously belonging to the person in whose name 
 such shares stand in the books of the company, 
 and praying for an order or judgment adjudicat- 
 ing and awarding the said shares to the person or 
 persons legally entitled to the same, — by which 
 order or judgment the company shall be guided 
 and held fully harmless and indemnifieil and re- 
 leased from every other claim to the said shares 
 or arising in respect thereof : 
 
 2. Notice of the intention to present such peti- Notice of 
 tion shall be given to the person claiming such api'li^a*^*'^- 
 shares, or to the attorney of such person duly 
 authorized for the purpose, who shall upon the
 
 142 JOINT STOCK companies' MANUAL. 
 
 filing of such petition, establish his right to the 
 shares referred to in such petition ; and the time 
 to jdead and all other proceedings in such cases 
 shall be the s:iine as those observed in analogous 
 Proviso : as to cases before the said superior courts: Pnjvided 
 '^**^- always, that the costs and expenses of procuring 
 
 such order or judgment shall be paid by the per- 
 son or persons to whom such shares are declared 
 lawfully to V)elong ; and that such shares shall 
 not Ije transferred in the books of the company 
 until such costs and expenses are paid, — saving 
 the recourse of such jjerson against any person 
 contestinfj his right to such shares. 
 
 Restriction as •5'- ^'^ share shall be transferable until all pre- 
 to transfer. vious calls thereon are fully paid in. 
 
 As ti transfer •^"^ The directors may decline to register any 
 by (lebt'jr to transfei' of shares belonging to any shareholder 
 company. ^^^^^^^ j^ indebted to the company. 
 
 Transfer by •*»^- An\' transfer of the .shares or other inter- 
 l>ersonalre- est of a decea.sed shareholder, made by his per- 
 sonal representative, shall, notwithstanding such 
 personal representative is not himself a share- 
 holder, be of the same validity as if he had been 
 a shar'iholder at the time of his execution of the 
 instrument of transfer. 
 
 Liability ^54 'pi,^. shareholders of the company sliall not, 
 
 limited to ., -iir iiru 
 
 amount un- ^« sucli, nc responsible lor any act, detault or 
 pai.l on Mt«H!k. liability of the company, or for any engagement, 
 c];iim, paynn'iit, loss, injury, transaction, maUei- or 
 tiling reliiLiiig to (jr coiinecte<i with the coiii|iaiiy, 
 beyond the nnujunt unpaid on their re.sjx-ctive 
 '^har(;M in the capital stock tlierecjf. 
 
 Liftbiliiv «'f ;j,*5. Kverv shan-holdcr, until the whole jiuiount 
 
 ihareholder*. ri- 1 *i 1 -i iiii -I'-i 
 
 01 Ins shares lias l»e(jn pan! up, siiali l)e individ- 
 ually lial)le to the cn-rjitois of the company to an 
 amount etpial to that not |iaid u]> therc'on ; but 
 he Hhall not be liable to an action therefor i»y any 
 When U) credit<jr until an execution at the suit of such 
 
 ercdit^^r against the comi^my has been returned 
 unHati.sfied in wliole or in pait ; and the amtMint
 
 APPENDIX. 14S 
 
 due on such execution, not exceeding the amount 
 unpaid on his shares, as aforesaid, shall be the 
 amount recoverable, with costs, from such share- 
 holder ; and any amount so recoverable, if paid 
 by the shareholder, shall be considered as paid on 
 his shares. 
 
 56. No person, holding stock in the company Tmsttes kc.^ 
 as an executor, administrator, tutor, curator, Jj^iyj'^''*'^"^^^'' 
 guardian or trustee, shall be personally subject to 
 liability as a shareholder; but the estate 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 inter- 
 dicted person, or the person interested in such 
 trust fund would be, if living and competent to 
 act and holding such stock in his own name ; and 
 no person holding such stock as collateral secur- 
 ity shall be personally subject to such liability, 
 but the person pledging such stock shall be con- 
 sidered as holding the same and shall be liable as 
 a shareholder accordingly. 
 
 37. Every such executor, administrator, cur- But entitled 
 ator, guardian or trustee shall represent the stock *" ^■^'*^- 
 held by him, at all meetings of the company, and 
 may vote as a shareholder ; and every person who 
 pledges his stock may represent the same at all 
 such meetings and, notwithstanding such pledge, 
 vote as a shareholder. 
 
 58. If the directors of the company declare r^iabiiity of 
 
 , 1 • • 1 1 1 J.1 i ' . . directors ae- 
 
 and pay any dividend when the company is in- eiariuir a divi- 
 solvent, or any dividend, the payment of which dend when 
 renders the coir.pany insolvent, or impairs the hi°^,[velit. &c. 
 capital stock thereof, they shall be jointly and 
 severally liable, as well to the company as to the 
 individual shareholders and creditors thereof, for 
 all the debts of the company then existing, and 
 for all thereafter contracted during their contin- How director? 
 uance in office, respectively ; but if any director J.'^^^^^j^^'^^jjj^j.^ 
 present when such dividend is declared does 
 forthwith, or if any director then absent does, 
 within twenty-four hours after he becomes aware 
 thereof and able so to do, enter on the minutes of
 
 ut 
 
 JOINT STOCK COMPANIES MANUAL. 
 
 the board of directors his protest against the 
 same, and within eight days thereafter publislies 
 Mich protest in at least one newspaper published 
 at the place in which the head ofhre or chief 
 place of business of the company is situated, or if 
 there is no newspajier there published, then in 
 the newspaper published nearest thereto, such 
 director may thereby, and not otherwise, exoner- 
 ate himself from such lial)ilitv. 
 
 No loan by S9. No loan shall be made by the company to 
 
 sharehofaer^ ^^"J shareholder ; if such loan is made, all direc- 
 
 except by loan tors and Other orticers of the company making the 
 
 fiabuTty'oV ^ame, or in anywise assenting thereto, shall be 
 
 directors. jointly and severally liable foi- the amount of such 
 
 loan, with interest, to the company, — and also to 
 
 the creditors of the company for all delits of the 
 
 company then existing, or contracted between the 
 
 time of thp making of such loan and that of the 
 
 repayment thereof ; but the ])rovisions of this 
 
 section shall not apply to loan companies. 
 
 Liability of 
 <lirect<jr« for 
 wages. 
 
 Limitation of 
 
 MUit'4 iLl. 
 
 OO. The directors of the company shall be 
 jointly and .severally liabte to the cleiks, laborers, 
 servants and apprentices thereof, for all debts not 
 exceeding six months' wages due for .service per- 
 formed for the company whilst they are such 
 directors respectively ; but no dircctoi" shall bo 
 liable to an action therefor, unless the company 
 is sued therefor within one year after the debt 
 becomes due, nor uidess such director is sued 
 therefor within one year from the time when he 
 ceascfl to be .>^uch director, nor unless an execu- 
 tion against the coiiijtany in respect of such debt 
 is returned unsatislied in whole oj- in j»art; and 
 the amount unsatisli(*<l on such execution siuitl be 
 the anjount recoverable with costs from the direc- 
 tors. 
 
 '<■*'• M'"'y 
 
 in Cana'In. 
 
 01. The company shiill, at all times, have an 
 otlice in the city or town in which its chief place 
 of buMinesfl is situaU*. which shall be the legal 
 domicile of the company in ( 'atia<la ; and notict; 
 of tlie situation of such oHicc and of any change; 
 therein .shall h>- pul.lislnd in tiic ('<iiiniltt Gdzrffr;
 
 APPENDIX. Ito 
 
 and the compan}' may establish such other offices 
 and agencies elsewheie in Canada, as it deems ex- 
 pedient. 
 
 62. Any summons, notice, order or other pro- '^trvice of pro 
 cess or document requiied to be served upon the company.*^ 
 company, may be served hy leaving the same at 
 
 the said office in the city or town in which its chief 
 place of business is situate, with any adult person 
 ^ in the employ of the company, or on the president 
 or secretary of the company, or by leaving the 
 same at the domicile of either of them, or with any 
 adult person of his family or in his employ ; or if 
 the company has fto known office or chief place of 
 business, and has no known president or secretary, 
 the court may order such publication as it deems 
 requisite, to be made in the premises ; and such 
 publication shall be held to be due service upon 
 the company. 
 
 63. Any summons, notice, order or proceeding Useofcom- 
 requiring authentication by the company may be 7en"ed with 
 signed by any director, manager or other author- in certain 
 ized officer of the company, and need not be un- '■^^^■"* 
 
 der the seal of the company. 
 
 64. Notices to be served by the company up- Service of 
 on the shareholders ma}^ be served either person- mtmber"^"" 
 ally or by sending them through the post, in 
 registered letters, addressed to the shareholders 
 
 at their places of abode as they appear on the 
 books of the company. 
 
 65. A notice or other docnment served by Services of 
 post by the company on a shareholder, shall p^gj^^ ^^ 
 be held to be served at the time when the 
 registered letter containing it would be deliv- 
 ered in the ordinary course of post; and to 
 
 prove the fact and time of service it shall be 
 sufficient to prove that such letter was proper- 
 ly addressed and registered, and was put into 
 the post office, and the time when it was put in, 
 and the time requisite for its delivery in the or- 
 dinary course of post.
 
 14<; 
 
 JOINT STOCK companies' MANUAL. 
 
 Evidence i.f 
 by-lawH. 
 
 06. A copy of any by-law of the company, 
 under it^ seal, and purporting to be signed by any 
 officer of the conipan}', sliall be received as 
 against any shareholder of the company as privia 
 facie evidence of such by-law in all courts in 
 Canada. 
 
 Actions be- 07. Any description of action may be prose- 
 
 tween com- .1 i-i'iii. 1.1 ' 1 
 
 pany and cuted and maintained between the company and 
 
 shareholders, any shareholder thereof ; and no shareholder 
 shall, by reason of lieing a shareholder, be incom- 
 petent as a witness therein. 
 
 Mtxle of in- 68. In anv action or other legal proceeding, it 
 
 iJ^^hf.JJ"";, shall not be requisite to set forth the mode of in- 
 be set fcrth in corporation of the company, otherwise than by 
 i^s! •"^'^'^ mention of it under its coiporate name, as incor- 
 porated by virtue of letters patent — or of letters 
 patent and supplementary letters patent, as tlie 
 ca.se may be — under this Act ; and tlie notice in 
 the Canada Gazette, of the issue of such letters 
 patent or supplementary letters patent, shall be 
 prima fai-'ie proof of all things therein contained ; 
 and on production of the letters patent or supple- 
 mentary letters patent, or of any exemplitication 
 or copy thereof under the (Jreat Seal, the fact of 
 such n(jtice shall be jiresumed ; and, except in 
 any pioceeding by scire facios or otherwise for 
 the purpose of rescinding or annulling the .sanie^ 
 tlie letters patent or supplementary letters pa- 
 tent, or any exemplificatitm or copy thereof un- 
 der the Great Seal, shall l)e conclusive proof of 
 every iii;ittci- and filing tin-rein set forth. 
 
 Proof of in- 
 cori^oration. 
 
 ExintinK com- 
 paiiieM inny 
 aiiply for 
 cfiart4T«t 
 under thin 
 Act. 
 
 61>. Any 1 iiiii|p:iiiy licictorore incorporated for 
 any |)Ui|io.se or olijcct for which letters patent 
 may be IhsikmI uriiler this Act, wliother under a 
 special or a gem-iiil Act, ami ikjw being a subsi.st- 
 ing and viilifl coipoiation, may aj>ply for letters 
 patent unih-r this Act, and tin- (lovernor in ( 'ouii- 
 cil, upon proof thiit notice of the ap|ilication has 
 been inserted for four weeks in the Canada da- 
 zrttf, may tlirect th(? i.ssue of letters patent incor- 
 porating the sliarelu)lderH of the said com|iany as 
 a company under this Act; and thereupon all the 
 «iich <.hftri.r». ,ight.s or obligations of the former company .shall 
 
 Kffert of
 
 APPENDIX. 147 
 
 be transferred to the new company, and all pro- 
 ceedings may be continued or 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 the issue of the letters 
 patent the company shall be governed in all re- 
 spects by the provisions of this Act, except that 
 the liability of the shareholders to creditors of the 
 old company shall remain as at the time of the 
 issue of the letters patent. 
 
 70. If a subsisting company applies for the Subsisting 
 issue of letters patent under this Act, the Gover- maj^^appiy for 
 nor in Council may, by the letters patent, extend charters with 
 the powers of the company to such other objects powers! 
 
 for which letters patent may be issued under this 
 Act as the applicant desires, and as the Governor 
 in Council thinks fit to include in the letters pa- 
 tent, and which have been mentioned in the 
 notice of the application for the same, in the 
 Canada Gazette ; and the Governor in Council 
 may, in the said letters patent, name the first 
 directors of the new company ; and the letters 
 patent may be issued to the new qompany by the 
 name of the old company or by another name. 
 
 71. All the provisions of this Act in relation Provisions 
 to the obtaining of supplementary letters patent p'^em^ent^ary*^' 
 by companies incorporated hereunder shall, so far letters patent 
 as applicable, a})ply and extend to applications *° ''^ppiy- 
 for letters patent under the two sections next 
 preceding. 
 
 72. The company may have an agency or Agencies in 
 agencies in any city or town in the United King- jom!^ ^°^' 
 dom. 
 
 73. No dividend shall be declared which will fjl^^'^^j. "''^ 
 impair the capital of the company. capitaL^'^ 
 
 74. Shareholders who hold one-fourth part in Special gene- 
 value of the subscribed stock of the company "^'^ ^^^ ^°^" . 
 may, at any time, call a special meeting thereof
 
 148 
 
 JOINT STOCK companies' MANUAL. 
 
 AcU of com- 
 pany's attor- 
 ney valid. 
 
 for the transaction of any business specified in 
 such written requisition ami notice as thrv make 
 and issue to that efiect. 
 
 7ii. Every deed wliieh any person, lawfully 
 empowered in that behalf by the company as its 
 attorne}', sifjns on behalf of the company, and 
 seals with his seal, .shall be binding on the com- 
 pany and shall have the .same effect as if it was 
 under the .seal of the company. 
 
 Contract-', 
 Ac, when to 
 be binding on 
 company. 
 
 70, Every contract, agreeuient, engagement or 
 bargain made, and every bill of exchange drawn, 
 accepted or indorsed, and every promissory note 
 and cheque made, drawn or indorsed on l)ehalf of 
 the company, Ijy any agent, otticer or servant of 
 the company, in general accordance with his 
 powers as such under the by-laws of the company, 
 shall be binding upon the company ; and in no 
 case shall it be neces.sary to have tlie seal of the 
 company athx»'<l to any such contract, agreement, 
 engagement, Itargain, liill of exchange, jtromis.sory 
 note or che(iue,or to prove that the .same was maile, 
 <lr.awn, accepted or indor.sed, as the case may be, in 
 
 No individual pursuance of any by-law or special vote or order ; 
 
 liability. ^nd the person so acting as agent, otlicer or servant 
 
 of the company, .shall not be thereby .subjceteil 
 inilividually to any lialtdity whatsoever to any 
 
 I'rnvjHo : a.s to third person therefor; Provide<l always, that noth- 
 ing in this Act shall be construed to autiiori.se 
 the company to isstie any note payable to the 
 Ijearer thereof, or any |iromi.ssory not*; intended 
 to be circulated as money, or as the note (;f a bank, 
 or to engagt,' in the husine.ss of banking or insur- 
 ance. 
 
 PtfKif may b<! 
 bv d<'cUrft 
 tion or atli- 
 dAvit. 
 
 77. I'loiif^nf any matter whieli is necessary to 
 b(j niadf under this Act may lie maih; liv oalh or 
 atllrmation, or by solemn declaration, before any 
 justice of the peace, or any commissioner for tal< ing 
 aMidavit.'*, to be UHcd in any of tlie courts in any 
 of the Pn^vincos of ('anada, oriiny notary public, 
 each of whom is here-by authorise<i and empowered 
 to administer oaths and icceive allidavits and 
 deeiaratif*ns f.u that purpose.
 
 APPENDIX. 149 
 
 78. The provisions of this Act relating to Certain infor- 
 matters preliminary to the issue of the letters ™^.^'**^f. V^* 
 
 ' -' . 11*1''° invalidate 
 
 patent or supplementary letters patent shall be letters patent. 
 
 deemed directory only, and no letters patent or 
 supplementary 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 insufficiency or absence 
 of any such notice, or on account of any irregula- 
 rity in respect of any other matter preliminary to 
 the issue of the letters patent or supplementary 
 letters patent, 
 
 f 
 
 79. The company shall keep painted or affixed. Word "limit 
 
 its name, with the word " limited " after the name, gertecf a'fter" 
 on the outside of every office or place in which name of com- 
 the business of the company is carried on, in a notice*s°&c^ 
 conspicuous position, in letters easily legible, and 
 shall have its name, with the said word after it 
 engraven in legible characters on its sgal, and shall 
 have its name with the said word after it men- 
 tioned in legible characters in all notices, advertise- 
 ments, and other official publications of the com- 
 pany, and in all bills of lexchange, promissory 
 notes, indorsements, cheques, and orders for money 
 or goods, purporting to be signed by or on behalf 
 of such|company,and in all bills of parcels, invoices 
 and receipts of the company : 
 
 2. Every company which does not keep painted Penalty for 
 or affixed its name, with the word " limited" after prec^ding° 
 it, in manner directed hy this Act, shall incur a section, 
 penalty of twenty dollars for every day duiing 
 
 which such name is not so kept painted or 
 affixed : 
 
 3. Every director and manager of the company. Penalty for 
 who knowingly and wilfully authorizes or per- Permitting 
 
 ■*■ viol&tioti* 
 
 mits such default, shall be liable to the like 
 penalty : 
 
 4. Every director, manager or officer of the Penalty on 
 company, and every person on its behalf, who uses otttcerrus^ng 
 or authorizes the use of any seal purporting to be or authoriz- 
 
 a seal of the company, whereon its name, with '"^hout"^ ^^*^ 
 the said word "limited" after it, is not so en- " limit«J " 
 graven as aforesaid, or who issues or authorizes ^^ ^^' 
 the issue of any notice, advertisement or other
 
 i:>0 
 
 JOlNi" STOCK COMPANIES MANUAL. 
 
 Liability in 
 additioD. 
 
 orticial publication of such company, or who signs 
 or authorizes to be signed on behalf of such com- 
 pany any bill of exchange, promissory note, in- 
 dorsement, cheque, order for money or goods, or 
 who issues or authorizes to be issued any bill of 
 parcels, invoice or receipt of the company, where- 
 in its name, with the said word after it, is not 
 mentioned in manner aforesaid, shall incur a pen- 
 alty of two hundred dollars, and shall also he 
 personally liable to the holder of any such bill of 
 exchange, promissory note, cheque, or order foi" 
 mone}' or goods, for the amount thereof, unless 
 the same is duly paid Ity the company. 
 
 rfoai>ectus. ^o. Every ])ro.spectus of the company, and 
 
 ctTtairi ^^^*^' ^ every notice inviting persons to sui3scribe for 
 contracts .shares in the company, shall specify the dates 
 
 entered int<> i.i ri.i x i.» 
 
 by company, and the iiames or the persons to any contract 
 or be deemed entei'cd into by the company or the i)rt)moters, 
 raudulent. dji-ectors or» trustees thereof, l)ef ore the is.sue of 
 such pro.spectus or notice, whether subject to 
 adoption by the directors or the company or other- 
 wise ; and every prospectus or notice which does 
 not specify the sauift shall, with icsjiect to any 
 peison who takes shares in the conqiany/on the 
 faith of such prospectus or notice, and who has 
 not had notice of such contract, be deemed fraudu- 
 lent on the part of the promoters, directoi-s and 
 officers of tliL' company who knowingly i.ssuc such 
 |>ios|>ectMs or notice. 
 
 Company not H| TIkj coiiqiany .sliall not lie ImjuihI to see to 
 h! iei.Ij2:t of the execution of any trust, whether express, im- 
 tniiiu j)lied or constructive, in respc^ct of an}' share ; 
 
 and the receipt of the .shareholder in whose name 
 th(' .saiiH,' stands in tho books of the company, 
 shall be a vjiliil and liinding dischiirgf to the com- 
 pany for any dividmil or money ])ayabl(' in 
 r«:Hpect of Hiich share, an<l wluitluM* oi- not notice 
 of such trust has been givtm to the conq)any ; and 
 tin? com|»any shall not \)v. bound to see to the 
 ajjplication of tlw money paid u]ion such reeeijit. 
 
 Dlrfi< :t..r- It. S9. Every director of the {•«»iMpany, and his 
 
 *.'""; lieirs, exerutors and administiators, and estate 
 
 ag»ii.-i I...- and effects, respectively, nmy, with the consent of 
 comi»any.
 
 APPENDIX. 151 
 
 the company, given at any general meeting there- 
 of, from time to time, and at all times, be indemni- 
 fied and saved harmless out of the funds of the 
 company, from and against ail costs, charges and 
 expenses whatsoever which he sustains or incurs 
 in or about any action, suit or proceeding which 
 is brought, commenced or prosecuted against him, 
 for or in respect of any act, deed, matter or thing 
 whatsoever, made, done or permitted by him, in or 
 about the execution of the duties of his office; 
 and also from and against all other costs, charges 
 and expenses which he sustains or incurs, in or 
 ab»ut, or in relation to the affairs thereof — except p:xcei)t bj- 
 such costs, charges or expenses as are occasioned t*ieir own heg- 
 by his own wilful neglect or default. default. 
 
 83. The charter of the company shall be for- Forfeiture of 
 feited bv non-user during three consecutive vears, '^^^^^^^ ^°^ 
 
 .« ,- , ~ . 1 non-user. 
 
 or II the company does not go mto actual opera- 
 tion within three years after it is granted. 
 
 84. The Governor in Council may, from time Fees on letters 
 to time, establish, alter and regulate the tariff of p^*^°*' *''•', 
 the fees to be paid on application for letters patent Governor in 
 and supplementary letters patent under this Act, <^'ouncil. 
 may designate the department or departments 
 
 through which the issue thereof shall take place, 
 and may prescribe the forms of ])roceeding and 
 registration in respect thereof, and all other 
 mattei's requisite for carrying out the objects of 
 this Act : 
 
 2. The amount of the fees may be varied Amount of 
 according to the nature of the compan}^ the varied*" ^^ 
 amount of the capital stock and other particulars 
 
 as the Governor in Council thinks tit : 
 
 3. No steps shall be taken in any department }^^^^ ^^ p*^<^ 
 
 J. Ji.1.- c ii.i. A. ^ 1 before action 
 
 towards the issue or any letter? patent or supple- ia taken 
 raentary letters patent under this Act, until after 
 all fees therefor are duly ]>aid. 
 
 85. The directors of every company shall lay Fuiuute- 
 before its shareholders a full printed statement of ^t^^chm^^t^ 
 the affairs and financial position of the company ingforelec- 
 at or before each general meeting of the company *''^°*- 
 
 for the election of directors.
 
 1")2 JOINT STOCK ( O.MPANIF.s' MANUAL. 
 
 sell K J) CLE. 
 
 FOini A. 
 
 PuVilic notice is hereby yivcn that under " The Companies 
 Ad" letters patent have been issued undei- the Great Seal of 
 Canarla, bearing date the day of 
 
 incorporating [here state names, address and adling of each 
 corpvr<(tur named in the letters patent |,for the purpose o^herc 
 state the undertal-in;/ oftJie Company, as set forth in the letters 
 patent \, l)y the name oi'[here state the name of the Compani/ iis 
 in the letters palent] with a total capital stock of 
 dollars divided into shares of 
 
 dollars. 
 
 l)ate<l at the office of the Secretary of State of Canada, 
 this day of 18. 
 
 A.B. 
 
 Sccretarv. 
 
 FUK.M 11 
 
 Public notice is hereby given, that under " The Compavieff 
 Act" su])plL'nientary letters patent have been issued under 
 the Great Seal <»f < 'aiiada, beuriug date the 
 day of , wheit'by the undertaking of 
 
 the Company has Injen extended to include ^lere set out the 
 other purposes or uffjrcts mentioned i)i the sujiplenicntary 
 letters ixitent]. 
 
 l)atfd ill tiie odic.' of the S:,'cretary of State of Canada 
 this <lay of IM 
 
 A.a 
 
 Secretary. 
 
 |()|;.M c 
 
 Public notice is ln'reby given, that under "The ComjtanleK 
 Act" Hupplen>ent«ry lett<Ts [)atent hav(! been issued under 
 the Gn^t Seal of ('atwula. bearing <lat<; the
 
 APPENDIX. 153 
 
 day of whereby the total 
 
 capital stock of [here state the name oj the Company'] is in- 
 creased [or reduced, as the case may be] from 
 dollars to ' dollars. 
 
 Dated at the office of the Secretary of State of Canada 
 this day of 18 . 
 
 A.B. 
 
 Secretary.
 
 Instructions for Forming a Company Under the Domin- 
 ion Act. 
 
 Extracts from the Act Cap. 119 Revised Statutes of Canada, 
 containing the forms of proceeding and record prescribftd by 
 the said Act, in reference to the issuing of Letters Patent. 
 
 Notice to tie given in the " Canada Oazttte," and what it shall con- 
 tain. — " 4. The applicants for such letters patent must give at 
 least one month's previous notice in the Canada Gazette, of their 
 intention to apply for the same, stating therein : 
 
 Xmnr. — (1.) The proposed corporate name of the Company, 
 which shall not be that of any other known company, incorporated 
 or unincorporated, or any name liable tu be confounded therewith, 
 or otherwise on public grounds objectionable ; 
 
 Purposes. — (2.) Tne purposes within the purview of this Act, 
 for which its incorporation is sought ; 
 
 Chief place of fjusiness. — (3.) The place within the Dominion of 
 Canada, which is to be its chief place of business ; 
 
 C'tj/itdf. — (4.) The inten<le<i amount of its capital stock, which, 
 in the case of a I^oan Company, shall not lie less than one hundred 
 thousand dollars ; 
 
 Shnrvs. — (o) The numljiT of shares and ainnmit of each share. 
 
 Names, etf., of applicants. — (G.) The names in full and the ad- 
 dress and callirjg of each of the applicants, with special mt-ntion of 
 the names of not less than three nor more than fifteen of their 
 numbt-r, who are to be the first or Provisional Directors of the 
 Company, and the majur part uf whom must bo resident in Can- 
 ada. 
 
 Petition for lutlns i>at' nt. — .'). At any time, not more than one 
 month after the la«t publication of such notice, the applicants may 
 petition the (iovernorGeneral, through the Secretary of State of 
 CanadH, for the itwue of such bttiirs jtatcnt ; 
 
 II hat it ihall ronlnin. —('2.) Such petition must rccilr th«^ facts 
 ■♦•t forth in the notice, and must further state tin- aniounL of stock 
 tak«'n by each applicant, and also the amount paid in upon the 
 »t')ck of each applicant, and the iniiniHT in which the same has 
 been paid in, and is held for tin; Company ;
 
 INSTRUCTIONS FOR FORMING A COMPANY. 155 
 
 A certain amount of stock must he taken. — (3.) The aggregate of 
 the stock so taken must be at least theone half of the total amount 
 of the stock of the Company ; 
 
 And a certain amount j^aid up thereon. — (4.) The aggregate so 
 paid in thereon must, if the Company be not a Loan Company, be 
 at least ten per cent, thereof ; if the Company be a Loan Company 
 the aggregate so paid in thereon must be at least ten per cent, 
 thereof, and must not be less than one hundred thousand dol- 
 lars. 
 
 Disposal of amount paid up. — (5 ) Such aggregate must have 
 been paid in to the credit of the Company, or of trustees therefor, 
 and must be standing at such credit in some chartered bank or 
 banks in Canada, unless the object of the Company is one requir- 
 ing that it should own real estate, — in which case any part not 
 more than one-half of such aggregate may be taken as being paid 
 in, if bona fide invested in real estate suitable to such object, duly 
 held by trustees for the Company, and being of the required value 
 over and above all incumbrances thereon. 
 
 Certain provisions may he inserted in patent. — (6.) The petition 
 may ask for the embodying in the letters patent of any provision 
 which under this Act might be made by by-law of the Company 
 incorporated ; and such provision so embodied shall not, unless 
 provision to the contrary be made in the letters patent, be subject 
 to repeal or alteration by by-law. 
 
 Preliminary conditions to he estahlishcd — Proof of facts asserted. — 
 6. Before the letters patent are issued, the applicants must estab- 
 lish to the satisfaction of the Secretary of State, or of such other 
 officer as may be charged by the Governor in Council to report 
 thereon, the sufficiency of their notice and petition, and the truth 
 and sufficiency of the facts therein set forth, and that the proposed 
 name is not the name of any other known incorporated or unin- 
 corporated Company ; and to that end, the Secretary of State, or 
 such other officer, shall take and keep of record any requisite evi- 
 dence in writing, by oath or affirmation, or by solemn declaration. 
 
 Fees must be paid before action taken. — (3.) No step shall be 
 taken in any department towards the issue of any letters patent or 
 supplementary letters patent under this Act, until after the 
 amount of all fees therefor shall have been duly paid. 
 
 Copies of certain notices to he published hy the Compamj in local 
 paper. — A copy of every notice of issue of letters patent or sup-
 
 15() JOINT STOCK companies' MANUAL. 
 
 plenientary letters patent which, under the provisions of this 
 Act, the Secretary of State is required to insert in the Canada 
 Gazette, shall forthwith, after such insertion, be, by the Company 
 to which such notice relates, inserted on four several occasions in 
 at least one newspaper in the county, city or jilace where the head 
 office or chief agency is established." 
 
 The following is the schedule of Fees payable under the 84th 
 section ot the said Act : 
 
 " 1. When the proposed Capital Stock of the company is 
 $500,000 or upwards, the fee to be $200. 
 
 2. When the proposed Capital Stock is $200,000 or upwards 
 and less than $500,000, $150. 
 
 3. When tiie proposed Capital Stock is $10u,000 or upwards 
 and less than §200,000, $100. 
 
 4. When the proposed Capital Stock is less than $100,000, 
 $50. 
 
 5. Wlien the proposed Capital Stock is $lO,nOO or less than 
 $40,000, $30. 
 
 On application for Supplementary Letters I'atent the fee to be 
 one-half of that charged on the Original Letters I'atent." 
 
 All fees must be paid in cash or by an accej)ted checpie made 
 payable to the order of the Honorable the Secretary of State, and 
 must be transmitted to liim by Registered Letter. 
 
 (J. I'oWJlLL, 
 Cndrr Sccrclary of Si ate. 
 l)epartment ot the 
 
 Secretary of Slate, 
 
 Ottawa, I2tli October, IS83.
 
 INDEX. 
 
 Acts. 
 
 Table of, 9. 
 Actions. 
 
 By or against company, IS. 
 For enforcement of paj'ment of calls, 
 40. 
 Advertisements.— ^ee Notices. 
 Affipavits. 
 
 Proof of matters may be by, 17. 
 Pro\'incial Secretary authorized to 
 
 take, 17. 
 May be made before Commissioners 
 
 and Justices of the Peace, 17. 
 Fees for taking, 59. 
 Applicants. 
 
 Need not be residents of Ontario, 11. 
 Number of, should not be too large, 
 
 11. 
 Not less than three, to be Directors, 
 
 12. 
 Directors must be, 14. 
 Application. 
 
 For Letter-- Patent, 12. 
 Shares, 61. 
 Auditors and Auditing, 5-5, .56, .57. 
 Ballot. 
 
 Election of Directors to be by, 28. 
 Books of Company. 
 Wh.at to contain, 30. 
 To be kept open for inspection, 31. 
 Penalties for false entries in, 31. 
 
 refusal to allow inspec- 
 tion of, 32. 
 Transfer to be kept, 31. 
 Bonds. 
 
 Company may issue, 30. 
 Business. 
 Chief place of, 12-14. 
 
 change of, 23. 
 Bt-Laws. 
 Table of, 90. 
 Directors may make, 29. 
 To change number of Directors, or 
 chief place of business, 23. 
 Divide shares, and increase or de- 
 crease capital, 20, 21, 22. 
 For the allotment, forfeiture, dispo- 
 sal and transfer of st'>ck, 36, 40. 
 the making and payment of calls, 
 39. 
 For issuing and registering certificates 
 of stock, 29. 
 declaring and paying dividends, 
 
 40. 
 regulating terms of service and 
 ([ualifications of Directors, 29. 
 
 By-Laws. 
 
 For appointment, security and re- 
 muneration &c., of agents, 29. 
 the holding of meetings and the 
 procedure thereat, 29. 
 Must be confirmed at General Meet- 
 ing, 22, 23, .30. 
 For certain piu-poses must be approv- 
 ed of by shareholders, 22, 23, 30. 
 
 must be con- 
 firmed by Letters Patent, 22. 
 Calls. 
 When due and payable, 39. 
 Enforcement of payment of, 39. 
 Forfeiture of shares if not paid, 40. 
 Shareholders in arrear, in respect of, 
 cannot vote, 29, 
 Capital. 
 
 Of company, l\. 
 Maj- be increased, 20-21. 
 Allotment of, when increased, 20. 
 May be decreased, 21. 
 Buna ri'Jc character of increase or de- 
 crease of, 22. 
 Charter. -5ee under Letters Patent. 
 Company. 
 Formation of, 9. . 
 Name of, 12-13. 
 
 right to. 18. 
 change of, 18, 19, 20. 
 Powers (i, 19, 25, 26. 
 
 to hold land, 19. 
 Object of, 13, 17. 
 May issue preference stock, 36. 
 Place of opera ions and chief place of 
 
 business of, 14, 23, 24. 
 ]Must keep books, 30. 
 Obligations, &c., of, not affected by 
 
 change of name, 18. 
 Ti) make returns, 32. 
 Not to buy certain stoclc, 44. 
 When contracts, &c. , binding on, 43. 
 Constituticn, change of, 19. 
 Formation of, under Dominion Le- 
 gislation, 154. 
 Companies. 
 May be authorized to act as trustee, 
 
 &c., 47. 
 Incorporated under Imperial Acts 
 may obtain Letters Patent for cer- 
 tain purposes, 10. 
 Winding up of, 96. 
 Registration of winding up order, 98. 
 Consequences of commencing to wind 
 
 7
 
 158 
 
 INDFX. 
 
 CoMPAME.<. 
 
 (Seneml lowers of lifiuiilaton>, 100. 
 103. 
 
 Lial'ility of Contribiitories, 104. 
 
 Li<HiiHators' dutieK, 100. 
 
 E.\|eD«e!', 108. 
 
 Meeting's of Contributories, 108. 
 
 Assistance of the Court, 110. 
 
 Matters of Practice, lltl. 
 
 I)i8!<olutioii of Company, 118. 
 
 Rules to cairv out Act, IIH. 
 CO.NTKAI.TS, 18," 19, 2X. 
 Ckeihtoks of Comi'a.sy. 
 
 May inhpect liookh, M. 
 
 Kii;ht8 of, continued, 18. 
 
 I»KUtNHHES, COMPAXT MAY I.S.SL'F, 30. 
 I)IHKCTOKS. 
 
 Fii>t, luu.st be applicants and share- 
 holders, 13, 14. 
 
 not be in arrears, 14. 
 
 Number of, liow regulated, 14, 23. 
 
 Qualification, election and powers of, 
 27. 
 
 Vacancies in board of, how filled, 28. 
 
 Names, etc., to be entered in books, 
 31. 
 
 KefusinK to all<iw inspection of books, 
 penalty for, 32. 
 
 May hyjioihecate, mortgage or pledge 
 t! e property of the company, 30. 
 
 Payment of, 2S, '3*'>. 
 
 Liability of, 41, 4% 
 
 1)1 VI I) EM IS. 
 
 Directopi may make by-laws respect- 
 ing, 211. 
 Liability of directors for iiiiproi>erly 
 declaring, 4o. 
 Ki.KcrioN. 
 
 nf IHrectors, Ac, mode of, 27. 
 K\K< I touh. 
 I.i.iliil ties and rights of, 3Ii. 
 
 iKf-. 
 
 > li 'Itde of, payable on Letters Pa- 
 
 t. It, Ac, 4'!. 
 For tiikin/ ullidavits, &c., T/J. 
 
 a<lv«rtii«iiiK' in Ontario (iuzrtte, 7. 
 
 ' I • "in blank, furnJMhed by Secrti- 
 • .1 \ '•< il«-partmfnt, I''', 3.'>. 
 
 ■|..l.l.-uf, 1. 
 I- AM'. 
 
 I'..w.r ..f Company to hold, I'.i. 
 I,tn ( I'.i Patknt. 
 .\iiiiiImt of iterNons re<|Utred to ob 
 
 tiiin, II. 
 < 'onditioiiH Iwfofr iNHiiti of, 10. 
 .Miiy contain nnnii-N and objuctii dif- 
 
 fi-ruiit from that in notii.-**, 17. 
 T.. I-. ..M».r.>d in lH.ok, 31. 
 
 r irregidnrity, \'X 
 
 '' , Ifd iKiwcrx. 47. 
 
 Form of, M. 
 
 Forf<'itnr«' by non*tiM<r, Ift. 
 Objection to grant of, 13. 
 
 LoA.vs. 
 
 To Shareholdei-'', ntit to be niadt». 44. 
 Mkktin(;s. 
 
 When held, Ac, 28. 
 Directors mav make lij'-laws respect- 
 ing, 2il. 
 Special may be called by Sharehold- 
 ers, 29. 
 
 MeMORAXPIM <)!■' ASSOCI.VTIO.V. 
 
 Contents of, 14. 
 Mortuace. 
 
 Directors may, the property "f the 
 Company, 30. 
 
 MoKTCAtiOR-S. 
 
 May vote, 39. 
 
 MoHTAfJtKS. 
 
 Not personally liable, 39. 
 Money. 
 
 How to send to the Departn enr, and 
 to whom payable, C<, 7. 
 Na.me of Company, 13, 17, 19, 20. 
 Not to be that of any other Company, 
 
 18, 20. 
 Objection to, 18. 
 Exclusive rights to. &c., 18. 
 Change of, 18, 19, 20. 
 
 mui-t he published in the 
 
 <Ja:ttte, 20. 
 not to effect suits, &c., 18. 
 Names. 
 (Jf applicants and Directors in notice 
 and jietition, 12, I'l. 
 I )irectors and Shareholders to be 
 entered in books, .31. 
 Notre. 
 ( )f application for Letters Patent, 13, 
 1.% IG, 17. 
 
 rates for insertion in 
 
 Gazette. 7. 
 
 Of change of place nf btisiness to be 
 
 publi.ihed in Outurio Hir.ittf ,'!'•}. 
 
 name to l)e ]iublished in 
 
 Ontario (iuutli; 
 
 pr(>teHts of Directors against ille- 
 
 tfal Acts, 41. 
 appliciitiou for change of name, 
 18, 29. 
 Of uljiitrncnt »{ sliares, (il. 
 chIIh, .•'9. 
 nicTlings, 28. 
 apjillcutinn for Supplementary 
 
 Letters I'atent, 22. 
 publication of <!urt<iin lly-lawn, 23. 
 
 OlUKCT. 
 
 Of (.'ompany, 12, 13. 
 Of enili'.dylng certain pr<i\ i-ionH in 
 Charter, l<i. 
 OiUK<-ri<».N. 
 
 'I'o name of Company, l'>. 
 
 granting of Letti'rx I'iiI'MI, l.i 
 OkKH Kolt ClIIEl' I'lMKoi ISrslNESS. 
 
 f/ompimy inu-t havr, 12, 14, 23. 
 Okkhkhm. 
 
 Dirt'ctorH may make By-laws respect- 
 ing, 29.
 
 INDEX. 
 
 159 
 
 Officers. 
 Liability of, for refusal to allow in- 
 spection of books, 31. 
 OxTARio Gazette.— Sec under Notices. 
 Operations of Cojipany. 
 Where carried on, 12, 14. 
 Payment. 
 Of Directors and President, 28, 36. 
 calls, 39. 
 fees before issue of Letters Patent, 
 &c.,-15. 
 Partnership. 
 
 Conversion of a, into a Joint Stock 
 Company, 54. 
 Penalty 
 
 For false entries in, or refusal to 
 allow inspection of, books, 31. 
 default in making yearly state- 
 ments, 34. 
 Petition. 
 For Letteis Patent, 14, 16. 
 Evidence of, 16, 20. 
 For Supplementary Letters Patent, 
 22. 
 Change of name, 19. 
 Must be signed by officers and sealed, 
 
 Powers. 
 Of Legislature of Ontario, 11. 
 Directors, 29. 
 Company, 19, 2.5, 26. 
 
 may apply for extend- 
 ed, 24, 2.5, 46. 
 President and Officers. 
 
 Shall be elected by Directors, 28. 
 Payment of, 28, 36. 
 Preferential Stock, 36. 
 Protest of Directors against ille'-al 
 
 Acts, 41. 
 Proxy. 
 Form of, 88. 
 
 Shareholders may vote by, 23, 24, 28, 
 30, 37. 
 Proof. 
 
 Of By-laws having been sancti'jned, 
 23. 
 Boiia-p'ile character of increase or 
 
 decrease in stock, 22. 
 Notice, 17. 
 
 Matters by affidavit, 17. 
 Purposes or Ob.ifcts, 12, 13. 
 Returns, Annual, 32. 
 Real Estate. 
 
 Company may hold, 19. 
 Remarks, and Information, General, 
 
 .52. 
 Remittances, 6. 
 Re-incorporation. 
 
 Proceedings to obtain, 46. 
 Letters Patent of, may authorize in- 
 crease of capital, 47. 
 Seal, 20, 23, 24, 30, 40, 59. 
 Securities, 30. 
 Shareholders. 
 
 Directors must be, 14. 
 Right to vote, 28, 29. 
 
 Shareholders. 
 Liability of, 88. 
 
 when capital decrej,sed, 
 22. 
 No loan by Company to, 44. 
 May call special meeting, 29. 
 In arrear cannot vote, 29. 
 Must api)rove of certain By-law-, 22, 
 
 23, 24, 37. 
 List of, to be made annually, 32. 
 List of, must be kept in books, 31. 
 May inspect books, 31. 
 Shares. 
 Amount of each, 12, 14. 
 Application for, 61. 
 Preference and ordinary, 14, 3J. 
 New, must be of same amount as old 
 
 23. 
 Forfeiture of, 40. 
 Price of, remarks re, 53. 
 Transfer of, 37. 
 Allotment of, 22, 36. 
 
 powers of Directors in, 
 36. 
 Effect of unregistered transfer of, 37. 
 Restrictions a.s to transfer of, ,3". 
 Subdivision of, 20, 
 
 Number of, held bj' each shareholder, 
 entered in book, 31. 
 Solvent Condition, Company must be 
 
 IN, 20. 
 Statement of Affairs. 
 To be made annually, 32. 
 Penalty for default, 34. 
 Stock. 
 SubFcriptiim of, must be proved, 15. 
 Amount of capital, 12, 14. 
 Allotment of, 22, 36. 
 Increase of capital, 20. 
 Preference and ordinary, 14, 36. 
 Decrease of capital. 21. 
 By-laws regulating, 20. 
 Not transferable when calls unpaid, 
 
 37. 
 Entry of transfer of, may be refused, 
 
 37. 
 Sale and transfer of, 37. 
 Liability of shareholders for amount 
 
 of, 38. 
 Book, nature of, 16. 
 Amounts paid and unpaid on, to be 
 
 entered in books, 31. 
 Transfers of, to be entered in books, 
 
 31. 
 Of other corporations not to be 
 bought, 44. 
 Statutes. 
 
 Table of, 9. 
 Supplementary L'tters Patent. 
 How obtained, 22, 25. 
 Fees on, 46. * 
 Must be entered in books, 31. 
 Effect of, 25. 
 Suit. 
 
 By and against Company, 44. 
 Books to be evidence in, 31.
 
 100 
 
 INDEX. 
 
 Suit, 
 
 Change of name not to atfect 18. 
 Table. 
 ( )f Statutes, 9. 
 (ee-i, 4.">. 
 ftinuH, 1. 
 by-laws, IK). 
 Trustees. 
 
 Of shares, rights of, 39. 
 Vote, 
 
 Of two-thirds re<iiiire<I, '^1, 24, 30 
 
 Vote. 
 At meetings, 28. 2*.). 
 May be by pro.xy, 22, 2-J, 28, .«). 
 
 VOICHERS. 
 
 Necessary for audit, 57. 
 \V.u;ks. 
 
 Liability of Directors for, 44. 
 Winding up Act. 
 
 CVimpanies to be subject to, 50.
 
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