COMPANY REGISTRATIONS AT SOMERSET HOUSE, 1ST JANUARY TO 31ST DECEMBER 1924. (Compiled by Jordan & Sons Ltd., Company Registration Agents, Chancery Lane, W.C. 2, and reproduced here with their kind permission.) * In this column are included " Companies Limited by Guarantee " and " Associations Not for Profit " without Share Capital, such companies being technically public, however small the membership may be. Companies registered in 1924 (both public and private) number 7964, which is slightly under the 1923 figure (8005); but the aggregate nominal capital shews an increase of about 1 millions-public companies (£43,096,257) being up by about 4 millions and private companies down by about 2 millions (£65,421,115). The number of registrations would have exceeded that for 1923, and the increase in capital would have been larger, but for a recent alteration in the practice of the Registrar of Companies in regard to the issue of Certificates of Incorporation. In consequence thereof a number of companies which, but for the change in practice, would have been included in last year's figures come into the totals for this year. On the whole, therefore, the year shews a distinct though not a striking advance. Every year the statistics of companies registered include a small proportion of public companies which do not represent new undertakings but are the outcome of amalgamations or reconstructions, either of which operations may result from prosperity or the reverse. Occasionally (but not nearly so frequently as is commonly supposed) a private company is formed to bolster up a tottering business, and persons have been known openly to urge traders in financial difficulty to avail themselves of this means of averting bankruptcy; but unquestionably the majority of companies are incorporated to develop existing businesses or to start new enterprises. Doubtless, companies are sometimes formed for definitely fraudulent purposes, but considering the large number of registrations such concerns are very few. A reconsideration of the Companies Acts generally may, however, be advisable, and the announcement on the 9th inst. of the appointment of a committee to consider what amendments are desirable is welcome. Any amendment which will render more difficult and hazardous the operations of persons who regard the Companies Acts as machinery, by the aid of which they may defraud and trick others, will be approved by all who realise the benefits the joint-stock system has conferred on British trade, though it is too much to expect the Legislature to succeed in making the law "rogue-proof" without hampering others whose intentions and purposes are honourable. by reference to the date of incorporation; that the statement in the form of a balance-sheet should be a separate document, and be made up to the date of the company's balance-sheet for the year in which the return is made; and that fuller disclosures as to the financial position of holding companies and other combines should be required. Another important recommendation by Mr Jordan is that where, on the conversion of a business into a private company, the vendor takes debentures as consideration for the sale, he should be debarred for a period of years from enforcing his charge over the assets to the prejudice of unsecured creditors. Most of these recommendations provide additional safeguards to the investor without unduly harassing the officials of the company or of the Department of the Registrar of Joint Stock Companies. Returning to the year's statistics, the average amount of capital with which companies, both public and private, were registered during the year was £13,626. The average for public companies only was £100,457, and that for private companies only £8682. The "all-in" average for 1923 was £13,362, while that for 1922 was £15,165. Comparing these figures with the "all-in" average of over £100,000 just before the 1920 Budget was introduced, we must again, at the risk of wearisome reiteration, point to that quadrupled capital duty. Companies registered with nominal capitals of a million and over and with miniature capitals in the first half of the year were recorded in our July report. In the latter half there were only two million-capital companies (both public), viz. Daily Sketch and Sunday £1,000,000 £1,500,000 Credit for the smallest nominal capital must be awarded to an estate-agency concern recently registered with a capital of one halfpenny in two shares of a farthing each. It has long been known that a "private" company could be incorporated with such a capital, but it had not been done hitherto-mainly because expense is not avoided by making the capital less than £100. However, this registration demonstrates what is little understood, viz. that nominal capital is no criterion of actual value. One farthing share in a capital of a halfpenny represents a half-share of the net value of the assets, whether that value is intrinsically a halfpenny (or less!) or a £1,000,000. It is recognition of this fact which, to a large extent, defeats any undue increase in the rate of capital duty as a revenue-increasing device. Apropos of nominal capital being no criterion of importance, we may mention a few concerns, incorporated in the latter half of 1924, the small capitals of which obviously do not indicate the scope of the company's operations. The Sudan Construction and Equipment Co. Ltd., and the London and Mid-European Finance Corporation Ltd., were each registered with a nominal capital of £10, while Fitton Smith & Co. Ltd. (with the Marquis of Milford Haven on the Board), the Oropuche (Trinidad) Oilfields Ltd. (a reconstruction), and Cooperative Households Ltd., each has an original capital of £100. Public companies registered in the last half of 1924, with capitals between half a million and a million, include: LONDON LETTER. TEMPLE, 22nd January 1925. In my last letter I noted a complaint made by the Lord Chief Justice, a complaint which has evidently not fallen on deaf ears, for the two additional judges authorised by the Judicature Act, 1910, have at last been appointed to the King's Bench Division in the persons of Sir Hugh Fraser and Sir William Finlay, K.C. The appointments are by no means premature considering that there are still awaiting decision non-jury actions set down for trial last May, and special jury and common jury actions set down last June. It is curious that, although a certain amount of divorce work has now been thrown on to Assizes, the work at the Divorce Court in London has increased from 623 cases at this time last year to 713 at the present time. Naturally, the alternation of Governments has had not a little to do with the delaying of the appointments, though the situation was further aggravated by the fact that last summer the Labour Government postponed action on account of the objections of many Labour members, on the score of economy, to any step being taken till after the long vacation, and, of course, the end of the long vacation saw the end of the Labour Government. He Three important sugar concerns (all public) incorporated during the same period are the Ely Beet Sugar Factory Ltd. and the Ipswich | Beet Sugar Factory Ltd., each having a nominal The promotion to the Bench of Sir Hugh capital of £300,000, and the West Midland Fraser is undoubtedly and deservedly popular. Sugar Co. Ltd., with a nominal capital of He was called to the Bar thirty-six years ago, £250,000. and remained a junior counsel until rewarded Space forbids mention of many interesting with a judgeship. Since Mr Justice M'Cardie's concerns, but reference may be made to appointment in 1916 all judges have been Manchester Dry Docks Ltd., £300,000 (public); chosen from the ranks of King's Counsel. Santa Fé Land Co. Ltd., £400,000 (private-is undoubtedly the greatest authority on the with "Bovril Directors on the board); law of libel and slander and the law of parliaTanana Valley Gold Dredging Co. Ltd., mentary elections, his text-books being indis£100,000 (private-Permanent Directors, Sir pensable in matters dealing with those branches E. Goschen and Lord Herschell); Sabiwa Gold of the law. During those thirty-six years the Mines Ltd., £120,000 (public-subsidiary of number of barristers who have passed through London and Rhodesian Mining and Land Co.); his chambers as pupils must have risen to an Peacehaven Estates Ltd., £200,000 (public). exceedingly large figure. He is, by the way, a Justice of the Peace for the county of Ross and Cromarty. Sir William Finlay is, of course, the son of Lord Finlay, the ex-Lord Chancellor. He has only been called twenty-three years, and takes his place as the youngest judge on the Bench, the next in age being Mr Justice Swift, aged fifty, and Lord Birkenhead, aged fifty-two. Sir William Finlay is forty-nine, and was called in 1901. Four years later he was appointed junior counsel to the Board of Inland Revenue, a post which he held until he was called within the Bar in 1914. Since the war he has had experience as a Commissioner of Assize-in 1921 on the Northern Circuit, and in 1922 on the Midland and Oxford Circuits. As regards comparative activity in various trades, our tabular statement must speak mainly for itself. Textiles lead in amount of aggregate capital with £12,852,612, although "food" and "chemicals" take precedence as regards number of incorporations (587 "food" and 573 "chemical," against 505" textile "). The aggregate nominal capital of "chemical" companies comes far down the list however. Second as to capital come iron, brass, and kindred concerns, with £8,719,755, while the newspaper group with £8,152,750 ranks third, owing largely to the inclusion in that category of "Allied Newspapers Ltd." registered early in the year with a nominal capital of £6,750,000. The annual general meeting of the Bar was held in the Inner Temple Hall on 16th January, and lasted for twenty-three minutes. Apart from a speech by Mr Holford Knight the proceedings were devoid of interest. Mr Holford Knight asked whether the visit of the American Bar last year had caused the General Council to review their arrangements for visits in the light of that experience. Much larger arrangements are in vogue in the American and Canadian legal professions, and he thought the Council should take the opportunity of considering that question. He also suggested that steps should be taken to enable the Bar of England, as a collective body, in accordance with the practice in other lands, to take a more adequate part in those affairs upon which the nation wanted guidance that could only be supplied by the Bar. The Attorney-General (Sir Douglas Hogg) said in reply that he was sure attention would be given to the questions which had been raised. A letter apparently was received from the Law Society complaining that a barrister was acting for lay clients in conveyancing matters without the intervention of a solicitor. The report of the Professional Conduct Committee, which was adopted by the Council, was as follows: The business referred to is business of a kind ordinarily done by a solicitor, and not by counsel. In non-contentious matters it is permissible, though not desirable, for counsel to advise or prepare drafts without the intervention of a solicitor; but it is contrary to the etiquette of the profession for counsel to carry through conveyancing matters by sending requisitions, examining deeds, and attending completion. This applies whether remuneration is received or not.' The LAW LIBRARY. Companies Acts, 1908 to 1917, with Explanatory Notes and References to Decided Cases. By D. G. Hemmant, Barrister-atLaw. Eighth Edition. 1925. London: Jordan & Sons Ltd. Price, post free, 10s. 9d. The new edition of Mr Hemmant's book will be found to be a useful annotated edition of the Companies Acts, with a selection of the more important decided cases. The notes are brief and to the point, and the illustrative decisions seem to be well selected. Such a work may well find a place in the library of a lawyer who does not possess the bulkier and more exhaustive treatises. Handbook on Trade Marks and Trade Names. The annual statement of the General Council of the Bar was, however, by no means devoid of interest, and it might be worth while to record a few of the matters dealt with. The Council has received two communications from the Foreign Office relating to the League of Nations. One was an invitation to nominate a representative to attend the Conference of the League of Nations at Geneva on 30th July to discuss proposals relating to procedure, etc., in Poor Persons' Cases. Sir Thomas Willes Chitty accepted the nomination of the Council and attended the Conference. The second communication related to the robes worn by barristers when appearing before the Permanent Court of International Justice at the Hague. It was stated that advocates of the different nationalities appear in such costumes as they think fit, such as academic dress or evening As the author explains in his preface, the subdress. In 1922, when the Court was first ject of this volume is a branch of law which is established, the practice was for barristers to particularly well expounded in existing textwear the barrister's gown and bands, but not books; yet we are inclined to agree with him the wig. This practice continued until 1924, that there is scope for a work on a modest scale when it was considered desirable that the which will give to those unfamiliar with the practice should be altered and that the wig topic a general knowledge of the leading should be worn with the gown and bands. The principles of trade marks. The condensation proposal was submitted to the authorities, and which is involved in the production of a book with their approval the change has been on this scale on such a subject is in itself a effected. In this connection the Council report difficult task, and we may congratulate the that they were asked whether it was in accord- author on his success in presenting the salient ance with professional etiquette for a barrister features in concise form. There is, moreover, to appear in wig and gown at a public function a certain originality in the author's mode of when the invitation contained the request that presentation, particularly in the section dealing Academic Dress" be worn. The Council with the difficult topic of trade names. There, expressed the opinion that barristers' robes if anywhere, the law may be said to be in course should not be worn in such circumstances. of development, and the author's treatment of One matter of considerable interest to the such important recent decisions as the Buttercup barrister under the head of " Questions Dairy case as may be commended relating to Professional Conduct and Practice." | suggestive. 66 appears most During his long period of office in the Court of Session, Mr Moir, by his innate kindliness and courtesy, has endeared himself, not only to his fellow-officials and to the profession in Parliament House, but also to all practitioners who have had occasion to come in contact with him. We do not doubt that the wishes of the profession as a whole will be extended to Mr Moir Mr Moir began his legal training as apprentice to Andrew & Wilson, W.S.; afterwards acting as Parliament House clerk to Ferguson & Junner, W.S., both of which firms, though now that he may be spared for many years to adorn' extinct, may be In 1880 he was appointed by the late Lord Watson to the office of Assistant-Clerk of the Bills, and in 1885 he became Lord Advocate's Photo by] [Inglis, Edin. 711 the office which he now holds. Outside the sphere of duty Mr Moir is well known in various circles. At Barnton he has held office in the Edinburgh Burgess Society in many posts, and his game at golf is still by no means to be despised. Mr Moir's many friends outside the sphere of duty will join with his professional brethren in their congratulations on h his having attained such a long service in har ness. THE death occurred on Monday last at his residence, St Ives, Monument Road, Ayr, of Mr Robert Wilson, partner in the firm of Kilpatrick & Wilson, solicitors, Ayr. The deceased gentleman, who was a native of Campbeltown, was trained at Ayr and Glasgow, and became a partner with the late Provost Kilpatrick, Ayr, with whom he served his apprenticeship. He was a distinguished student in Scots law and conveyancing, and an ex-Dean of Ayr Faculty of Procurators. Mr Wilson took a keen interest in the Ayrshire Mission to the Deaf and Dumb. e |