311. I still think you have not got the two dates exactly alike. In the Workmen's Compensation Act the date is the date of the commencement of the winding up". for this purpose; in your clause here the said date is in two alternatives?That is quite right, because the Companies Act of 1907 is the Act which must be looked to as to the date.

302. But the Workmen's Compensation Act says it is the commencement of the winding up; in your Subclause (5) you say it is to be ascertained in Case A by" the date of the winding-up order," and in any other case by the date of the commencement of the winding up; therefore you are substituting the "date of the winding-up order" for the "date of the commencement of the winding up ? The enactment in the Workmen's Compensation Act was by way of amending the Preferential Payments in Bankruptcy Acts of 1888 and 1897; and what the Companies Act of 1907 does is to amend the date in the Preferential Payments in Bankruptcy Act of 1888, Section 30. 313. You mean that this incorporates something into the Act of 1907 on to the top of the Workmen's Compensation Act ?—Yes.

314. That makes it right ?-Yes.
[Chairman.] Then we will let that stand.

ON CLAUSE 212. Chairman.

315. As regards Clause 212 I see there are certain words which are new ?—Yes, I expect the Committee would like to put the original section back there as it was.

[Chairman.] Yes, we will put the original section back there.

Mr. Stewart Smith.

316. You also refer in your notes to the point that the operation of the clause in the Bill is limited to companies registered in England and Ireland?-Yes, I did not mention that because I think that is quite right. The section reproduced is Section 163 of the Act of 1862, and then after that came the Act of 1886, which dealt with Scotland alone, and therefore the effect was to leave the Statute of 1862 applying only to England and Ireland.

317. I understand that Subclause 2 comes out? -Yes, that comes out.

On CLAUSE 239.

Chairman.

318. Is there anything new in regard to Clause 239 ?—No, there is nothing new.

Mr. Beale.

319. I cannot find where Subsection 2 of Clause 239 comes from. It seems harmless in itself, but could you tell me where it comes from? -I am afraid I cannot tell you offhand.

320. The marginal note gives reference to the Statute, but not to the section ?-No. If you will allow me I will make a note of it.

323. As regards Clause 241, you say in the note that the "enactments reproduced by this clause are not very intelligibly expressed," which I can quite believe ?-Those particular remarks were written by my predecessor, but I kept them in because I thought they were justified.

324. What do you think about the points referred to in your notes on this clause ?-The only thing I wish to refer to is the second paragraph in the notes, the words" in the case of a winding-up by the Court," in paragraph 3, are new; they are not in the existing Act.

325. Then why were they put in by your prede. cessor, or by yourself?-They were put in because it was suggested that they made the section clearer, and they certainly did not alter the law.

326. In fact, you are trying to clear up; what you want to do is to make it clearer, that is all? Not to make it clearer, but to prevent people making mistakes in reading it.

[Chairman.] I think in accordance with the rule we have already laid down we had better have the original words, but I will note the case and put it into the proposed schedule.

Mr. Stewart Smith.

327. I observe you say in your note that the proviso at the end of the clause is new. Provided that nothing in this section shall affect the operation of Section 4 of the Stannaries Act of 1887." Is it necessary to insert that at all?—It was inserted on the suggestion of the judge of the the County Court exercising the Stannaries jurisdiction, but as is stated in the Note, “it is very doubtful how far it is really necessary to include such a provision in the Bill inasmuch as

the

15 July, 1908.]

Mr. Stewart Smith continued. the Bill neither repeals Section 4 of the Act of 1887 nor appears to touch it in any way."

(After some discussion.)

[Chairman.] We will leave out the proviso. Then Clause 241 will be left as it was in the Acts.

ON CLAUSE 243. Chairman.

328. Is there anything new on Clause 243?-It is exactly the same point really which arose on Clause 9 of the Bill as to the meaning of the word "Court"; and, according to the decision of the Committee in that case, this clause is quite right as it stands.

[Chairman.] Then we will adhere to our decision.

ON CLAUSES 268 AND 269.
Chairman.

329. As regards Clauses 268 and 269, is this any alteration of the law ?-No, I hope there is no alteration. These are very difficult clauses, but I believe them to be right.

330. I gather from the notes here are some questions on Clause 269?-The only point really on that is that some of us thought that we might have included in this Bill certain provisions in the Building Societies Act and the Industrial and Provident Societies Act which relate to the winding-up of Building Societies and Industrial and Provident Societies under the Companies Act. But there was great doubt as to the meaning of those provisions in the Building Societies Act and the Industrial and Provident Societies Act, and therefore we have not reproduced them in the Bill, but have put in a saving which is contained in Subclause (2) of Clause 269 at the top of page 142. 331. This is another case of the same sort of thing we have had to consider already, namely, that in the case of Building Societies they are brought in under the operation of the Companies Acts?These Acts provide for Building Societies and Industrial Societies being wound up as unregistered companies or as companies under the Companies Acts.

332. Therefore they are brought under it, and the Act is, so to speak, applied to them?-(Mr. Barnes.) Yes, we thought as the Building Societies Act said that Building Societies should be wound up in the same way as companies, that was practically incorporating part of the law of companies into the law of Building Societies, but not affecting the law of companies at all.

[Chairman.] I think that is quite right; I do not think you ought to introduce into this Act Building Societies provisions; they ought to stand aside as a complete, distinct code. This reference to them here is very necessary, because it does not enact anything, but it points out what is the effect of this legislation.

ON CLAUSE 280. Chairman.

333. (To Mr. Graham-Harrison.) I observe on Clause 280 you say in your note it is a question how W

Chairman-continued.

[Cont nu d.

far Subclauses (2) and (3) are now required. Why should they not now be required ?-Because they were clauses relating to the jurisdiction of and procedure in the Stannaries Court. That Court

is now abolished, and the jurisdiction is exercised by one of the County Courts in Cornwall.

334. You say these have been repealed in effect? -They are in the Bill; I thought it was safer to put them in.

335. They have never been expressly repealed?

No. 336. Nor impliedly repealed?-Not so far as I know.

Lord Balfour.

337. If there is any alteration of the law in regard to these Stannaries Courts, the Council of the Duchy of Cornwall ought to know of it? (Mr. Barnes.) I may say we have already submitted this clause to the Judge of the Stannaries Court. Lord James.

338. He is not an officer of the Duchy, is he? No.

[Chairman.] You had better send it to the Council of the Duchy and ask them if they have anything to say about it. In the meantime I think it is better to leave the Act as it is. Subclause (2) and (3) are not repealed, and it is not the business of this Committee to repeal them.

ON CLAUSE 284. Chairman.

339 (To Mr. Graham-Harrison.) Is there anything upon Clause 284 ?-There are some words which I think the Committee would like to leave out there.

340. What are they?-The words " or revocation of licence."

341. You have put those words in ?-It is rather a doubtful point, but I think it ought not to be put in.

342. Would you like that point to be noted for the schedule ?-Yes, certainly.

[Chairman.] Very well, I will note it for the schedule.

ON CLAUSE 285. Chairman.

343. I see on Subclause (1) of Clause 285, you say in the note that "in order to avoid any doubt, it appears advisable in the definition of articles' to refer expressly to the new Table A, issued in 1906"-Yes.

344. Your articles in Table A-either the new or the old Table A-are after all, merely articles that may or may not be adopted by a company, and if they are adopted they become the articles of the company. Why is it necessary to refer in the definition clause to the fact that the statute has put forward a certain model table of articles ? -That was my own view, and Mr. Barnes will remember that I urged it for a long time, but a great many people were not satisfied, and I thought this would do no harm; at the most, it might possibly be superfluous, but it does not alter anything.

5

345. Mr. Barnes

15 July, 1908.]

Chairman-continued.

345. Mr. Barnes, what do you say about it? -I have got, personally, no very strong view, but we have taken the advice of practically every skilled person, and there was a great deal of feeling in favour of this definition as now framed. 346. It does not alter the law, of course ?

No.

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د,

347. It a definition, and an accurate definition, though part of it is superfluous. Very well, we will accept it. Then as regards Subclause (2), you say: this clause is intended to give effect to the definitions of ، director' and ' prospectus ' in Section 30 of the Act of 1900, as extended by the enactment in Section 52, Subsection (1), of the Act of 1907, that that Act is to have effect for all purposes as part of the Act of 1900." Are you quite sure that that is all right? Do you require the terms director and prospectus to be defined in that way? Why should you not define "director" and "prospectus as having those meanings everywhere?-Because those two definitions are contained only in the Act of 1900, and they apply only to those words as used in the Act of 1900, and the Act of 1907; and to be strictly accurate, it is necessary to prevent those definitions applying to the words director" and prospectus" when used in any other Acts as reproduced.

(After some discussion.)

وو

[Chairman.] I think we must have it as it is. Parliament has thought fit to give a definition for certain purposes, and not for others; and, therefore, all we can do is to reproduce it. We might note the point in the Schedule.

ON CLAUSE 293.

Chairman.

Chairman-continued.

[Continued.

355. (To Mr. Graham-Harrison). I see it is stated in the note that Forms A. to D. have been re-drafted so as to bring them up to date." I am always frightened at that expression-what is meant by it here?-When Table A was altered by the Board of Trade, no alterations were made in the other forms.

356. You mean this is re-drafted to make the forms adapted to the other parts of this enactment?-Yes.

[Chairman.] Then Sehedule III. is all right.

ON SCHEDULE IV.

Chairman.

357. Have you anything to say on Schedule IV. ?-As regards Schedule IV., the Act of 1900 expressly provides that the schedule to that Act may be altered by rules, and it has been altered by rules; and the schedule is reproduced as so altered.

358. That seems all right. (To Mr. Barnes.) Have you anything further to say upon it?— Might that go into Lord Balfour's proposed schedule? The point is this: Under the Act of 1900, rules were made regulating meetings of creditors and shareholders. In the schedule to the Act of 1862 there is this schedule which is reproduced here, regulating meetings of creditors and shareholders. We have brought this into

349. That is the last of the clauses ?—Yes.

ON SCHEDULE I. Chairman.

350. Schedule I. is all right, is it not? Is there anything arising on that?-Table A is not Table A as it was in the Act of 1862, but Table A as altered by the Order of the Board of Trade of 1906, which replaced the other.

351. That is all it is ?-Yes. Of course, in the existing Table A there are references to the Companies Acts, 1862 to 1900, but I have substituted the Companies Act of 1908, that is all.

352. They are orders of the Board of Trade, I understand under the Act; but this is peculiar because Table A is itself a permissive table. The nature of it is that it is put forward in the Act of 1862 as a sort of specimen articles which a company may adopt if they like for brevity; and many of the Companies did so adopt them.

It

is not enacted anywhere, but it is put forward as a specimen, and there is power to alter the specimen; and therefore, it seems to me that the last exemplar is the thing to put into the Act subject to the still-continued power of revision, which there still is in the Act; is not that so?Yes.

is whether it should exist at all.

359. They are always liable to revision, and the liability to revision is continued ?--Yes.

Chairman.] It seems to me we had better publish the last specimen. Then that is agreed. There is nothing, I understand, on Schedule V. That is agreed to.

The preamble of the Bill is read and agreed to. The title of the Bill is read and agreed to.

Chairman.

360. (To Mr. Mr. Graham-Harrison). In going through the Bill I have put a mark in my copy of the Bill against various clauses or suggested amendments which are not any substantial alteration of the law at all, but which we cannot adopt, because they are not consolidations of the existing law. I would suggest that the Committee should consider these points at their next meeting. It would be a very great convenience to the Committee if you and Mr. Barnes could give us a succinct statement in print of what is desired in regard to each of those points by next Wednesday, if that is practicable, so that we could consider them then. I do not know if that is possible?-We will do our best.

(The Witnesses are directed to withdraw.)

Chairman.

361. (To Mr. Graham-Harrison.) We propose now to go through the different points which were reserved by the Committee for further consideration and suggested amendments, which you have embodied in this further memorandum which the Committee have before them. I gather that they represent slight modifications of the law which would not substantially alter it, and would tend to convenience. The first amendment is in Clause 4, page 3, line 1, at the end, to insert as a new paragraph: "(IV.) That the liability of the members is limited"?-Yes. Those words are not in the Statutes reproduced, but they seem to have been omitted from them by an oversight.

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362. Is it necessary to insert the paragraph, because at the beginning of the clause it is provided in 4 (1) (i) that the Memorandum must state the name of the company, with 'limited' as the last word in its name" ?That is so, but if your Lordship looks at Clause 3 you will see that the same statement is contained there in (1) (i)-in the case of a company limited by shares; that is to say that 66 the Memorandum must state the name of the company with limited' as the last word in its name ; and then (1) (iv) stands there in the same words as it is proposed to insert here, in the case of a company limited by guarantee.

Chairman-continued.

and one may, if it has a share capital and is so authorised by its Articles, increase or reduce its share capital in the same manner and subject to the same conditions in and subject to which a company limited by shares may increase or reduce its share capital under the provisions of this Act"?-Yes.

364. Surely it is not necessary to say "subject to increase or reduction in accordance with this Act," because the Act enables you to increase or reduce by the well-known processes ?-Those words were left out originally, but they have been restored by the direction of the Committee. The provisions of the Act as to increase or reduction of capital are confined to companies limited by shares.

22 July, 1908.]

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371. Then the next amendment is on Clause 5, page 3, line 28, to leave out from the beginning of the line to the end of the clause"; and then in "Clause 10, page 6, line 28, after registered ' to insert as a new subsection: (4) In the case of an unlimited company which has a share capital (i) No subscriber may take less than one share; (ii) Each subscriber must write opposite to his name the number of shares he takes.' What is the reason for that?—At the present time, in the case of an unlimited company that has a share capital, half of the statement which the law requires to be made in respect of the share capital is contained in the Articles and the other half in the Memorandum. It has always been suggested that that was a mistake in the Act of 1862, and it is now proposed to put all the statements of this nature into the Articles and to leave out the statement from the Memorandum.

Mr. Beale.

372. When you say it has always been suggested that that was a mistake in the Act of 1862, do you mean that it has been said that the mistake was in not requiring it to be in the Memorandum, or in referring to the Memorandum after you had already required it to be in the Articles ?-The mistake that is suggested is in requiring it to be in the Memorandum. The reason for this proposal is this. There is scheduled to the Act of 1862, Form D, and that form is inconsistent with the provisions of Section 14 of the Act of 1862, because the form contains in the Articles instead of in the Memorandum what Section 14 of the Act requires to be stated in the Memorandum.

373. I cannot quite follow this. If a company has a share capital, although it be not necessary to mention the share capital in the Memorandum, why should a man who signs the Memorandum be pledged to state what of the share capital mentioned in the Articles he takes?-If you look at Form D of the Act of 1862 you will find these particular statements are inserted in the form of Articles, and not in the form of Memorandum.

374. Quite so, but this is not a question whether it be in the Memorandum or in the Articles, as I understand, but whether a man who signs a Memorandum is to state how many shares he takes? No. If you will look at the Memorandum you will see what we are doing is to require the form of the Memorandum and the Articles in the of an unlimited company having share capital to be what they are in Form D. (Mr.

case

[Continued.

Mr. Beale-continued. Barnes.) There is an inconsistency between the section of the Act and Form D in the schedule. Chairman.

375. I think we are at cross purposes. According to the amendment which you propose, it does not affect what must be stated in the Memorandum, but it affects the obligation of a person who subscribes the Memorandum. It says: "No subscriber of the Memorandum may take less than one share"?—There is an inconsistency, and the form and the section ought to be made uniform somehow or other. We can bring the form into harmony with the section if the Committee so prefer.

376. My point is this: What you are proposing to do, as I understand, is to strike that out nere, and to put it in again in Clause 10. What this really deals with is the obligation upon the subscriber, and it is proposed to shift it to Clause 10? -The amendment is practically to change Memorandum" into " Articles "it is a matter very small moment.

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