43 
of damages will be the value of the shares at the date of the 
breach of duty [Ottos Kopje Mines (1893), x Ch. 618]. 
The rule does not of course give the holder of a certificate 
who has got it from a bare legal owner any right against those 
equitably entitled [Shropshire Union Railwavs v. The Queen 
(1876), L.R. 7 H.L. 496]. 
In Appendix F will be found forms of Share Certificate 
‘Forms 1 and 2), and a form of Fractional Certificate (Form 6). 
No charge is usually made for the original share certificate 
issued to a shareholder, and the Stock Exchange forbid any 
charge, but if worn out or lost it is usually renewed on 
payment of a shilling (see Table A, cl. 5). Before the issue 
of a new certificate to replace one lost, an adequate indemnity 
should be obtained. In general a statutory declaration 
verifying the loss, and a guarantee by a person of standing 
should be insisted upon; but, if the account is a small one, 
a letter of indemnity should be sufficient. A suitable form 
of Declaration and Indemnity is given in Appendix F (Form 7) 
The certificate should be marked ‘Duplicate’ on its face. 
By section 49 of the Act a limited company may, by Reserve 
special resolution, determine that any portion of its share Liability. 
capital which has not been already called up shall not be 
capable of being called up except in the event and for the 
purposes of the company being wound up. The effect of this 
is that the capital referred to is only available in winding up, 
and cannot be mortgaged or charged in any way. 
No alteration in the memorandum or articles increasing 
the liability of a member to contribute to share capital, 
or otherwise to pay money to the company, will bind a person 
who was a member prior to such alteration being made unless 
he consents in writing to be bound thereby (s. 22). 
If the number of members falls below the required minimum 
and it carries on business for more than six months while 
the number is so reduced, all its members are faced with 
unlimited liability if they know the facts (s. 28). 
The important subject of the transfer and transmission of 
shares is dealt with in Chapter VIII. Other incidents 
connected with shares are treated in Chapter IX, and the 
capitalisation of profits in Chapter XVII 
CAPITAL AND SHARES