TABLE III.-This table is in many respects similar to Table II., but it embraces a different selection of mines, and also gives the real profits which are placed against the results, anticipated at the time of forming the table. Remarks.-Thirty-one British Mines, on a capital or outlay of £274,670, returned in dividends £1,827,857, or on outlay = = 843 12 0 0 The market value of the mines on the 1st January, 1854, was £2,317,213, or on outlay..... Total value accruing on outlay...... £1,501 14 Three foreign mines, on a capital of £675,000, returned in divs. £1,114,075, or on capital = 165 0 0 " The market value of the mines on the 1st January, 1854, was £1,025,000, or on capital. = 151 16 0 Total value accruing on outlay...... £316 16 0 Amount realized in dividends from pro rata investments made in thirty-one British mines, on price, January 1st, 1853 Ditto, three foreign mines, ditto.... Average on the whole pro rata investment The united value of one share in each British adventure was, on January 1st, 1854, £5,006, and on January 1st, 1855, £4,156; the difference, £850, is equal to a depreciation of In foreign mines the total value of one share in each undertaking was, on January 1st, 1854, £90, and on January 1st, 1855, £85; the difference, £5, is equal to a depreciation of 15 15 1. وو 0 9 15 0 £15 0 0 £16 18 0 5 10 0 Total mean depreciation, about The general deduction from the foregoing figures is, that mines properly selected will yield about £14 per cent. interest on the market price during good and bad periods; that the fluctuations. in the market value of dividend stock reach as high as 28 per cent. on British and 19 per cent. on foreign mines, as compared with periods of depression; that British mines are much superior to foreign, whether for direct outlay or for investment; and that a very considerable profit may be secured by changing impoverished for new stock, and also by realiznig the advantages arising from improvements in the market price. JOINT STOCK COMPANIES ACT OF 1856. THE most celebrated feature of the year 1856 in connection with the management of mining and other public companies was the passing of the Joint Stock Companies Act, which supplied a desideratum long required for the constitution of companies placed by their seat of operation beyond the limits of the stannaries of Cornwall and Devon. These counties may be considered as the freehold of the Cost Book system in all that perfection and simplicity of character which renders it so highly advantageous to every description of mining adventure. Without attempting a comparison between the principles of the Joint Stock Act and cost book system, in their separate or independent actions, we are content to assume their merits to be equally great in their appropriate spheres, since the benefits of the Cost Book do not extend beyond the prescribed district, whilst the Joint Stock Act, on the other hand, is of the greatest advantage to concerns carried on in every other part of the United Kingdom. With these prefatory remarks, we proceed to view the Act in its present condition under three distinct divisions, The General Principles. The Articles of Association. We shall likewise point out some apparent defects, and suggest such improvements as might be embodied in future amendments of the Act. It may be here observed that companies can at the present time, upon being first established, adopt either the limited or unlimited form of constitution; but having once registered with unlimited liability, there appears to be no certain provision made for substituting a limited liability, except by the dissolution of the company and its reconstitution. This seems to be a mistake, and should be so remedied as to admit of limited liability being conferred, if desired by a majority of votes, assembled in a general meeting, provided always that the liabilities be paid up to the period of such meeting. THE GENERAL PRINCIPLES MAY BE THUS STATED:-1. That all companies composed of seven persons may permissively, and those consisting of twenty-one persons must compulsorily, register under the Act, unless they are otherwise legally constituted or engaged in working mines within the jurisdiction of the stannaries. In default thereof, each person becomes severally liable for the whole debts of the partnership, and may be sued for the same without associating any other partner in the suit. 2. That if any company registered under this Act carries on business when its number of shareholders is less than seven for six months after the number is so reduced, then every shareholder who carries it on after such period shall be severally liable for the whole of the debts contracted during such time, and may be sued for the same without the implication in the action of any other shareholder. 3. That liability is limited to the amount of capital fixed in the articles of association. 4. That a memorandum subscribed by seven persons, describing the name of the company, minimum number of shareholders, total number of shares, object of formation, whether limited or unlimited liability, entitles the company to incorporation. 5. That articles of association are given for governing the company, but these may be altered and amended by the shareholders, provided they comply with the general provisions of the Act. 6. That the company can only be sued in its corporate capacity. 7. That the company shall keep its own registry of shareholders and books of proceedings, which are sufficient for all purposes of evidence in a court of law. The list of shareholders to be made up annually, and a copy thereof, under seal of the company, sent to the registrar of Joint Stock Companies, within a certain period, or in default, shall incur heavy penalties. 8. That one-fifth of the shareholders, with the consent of the Board of Trade, may investigate the affairs of the company at their own expense. 9. That the company may be wound up as follows:-By resolution of three-fourths of the shareholders representing one-half of the capital, or by the number of shareholders being reduced below seven, or by the company not paying a debt exceeding £50 after judgment is recorded, or three weeks after notice of the debt remaining unsatisfied, or by three-fourths of the capital being lost or unavailable, or when the company does not commence its business within a year from the period of incorporation, or suspends business for a whole year. 10. That existing legally constituted companies may be registered under the Act by a resolution of three-fourths of the shareholders. A grave objection has risen in the minds of many persons to the second clause, which, in some cases, contingently destroys the safeguard of limited liability. When, for instance, the number of shareholders falls below seven, or the business of the company is carried on after a period of six months from such reduction taking place, it is to be feared that this may sometimes be effected for the dishonest purpose of fixing liability upon certain members of the body, who may be thus sued for the whole debts of the association. This could not, however, be done without the dishonourable aid of the officials of the company, whose duty it is to prevent such proceedings, and, if necessary, promptly to wind up the concern. Nevertheless, to prevent such a possibility of loss to any particular individual, the legislature should so amend the Act as to secure its limited character after a first incorporation. As a means of averting such a catastrophe, a clause might be inserted requiring a list of shareholders to be printed quarterly and circulated amongst the shareholders. Shareholders are liable for the amount of their shares until all calls are entirely paid up. ARTICLES OF ASSOCIATION.-The modus operandi of registering a Company is exceedingly simple, the fees are unusually small, and the rules may be modified both to the satisfaction of the shareholders, and at the same time consistently with the tenor of those laid down by the Act. The suing of individual shareholders is effectually prevented, and the advantages of closing the affairs of limited companies cannot be over-estimated, as will be seen on reference to the winding up powers of the Act. It is useful to observe that all existing companies legally conducted may, by compliance with certain formal obligations, come under the operation of this Act. There are, notwithstanding, clauses whose introduction might add to the security of shareholders; such, for instance, as compulsory registration with the public registrar of joint stock companies of half-yearly balance sheets of the affairs, enumerating each item of liability and asset. A quarterly list of shareholders to be made out, and copies of both documents to be forwarded to each shareholder and creditor. The articles of association detailing the duties of directors and auditors, and other matters, also require consideration. Meetings. A general meeting of shareholders to be held at least once in every year. Seven days notice to be given of all meetings. No business to be transacted at any meeting, except declaration of a dividend, unless a quorum of shareholders be present, and in no case shall a quorum exceed 40. Shareholders entitled to votes at meetings as follows: 1 vote for every share held up to 10, an additional vote for every 5 shares beyond the first 10 up to 100, |