CHAPTER XXIV
SCOTTISH COMPANIES

Trusts.

THE Companies Act, 1929, applies generally only to England
and Scotland. Certain parts of the Act are expressly limited
to companies registered in England, and s. 384 provides that
nothing in the Act except the provisions thereof which relate
expressly to companies registered or incorporated in Northern
Ireland or outside Great Britain shall apply to or in relation
to companies registered or incorporated in Northern Ireland,
whilst in some cases provisions applicable only to companies
registered in Scotland appear. It is proposed in this chapter
to point out and consider the principal portions of the Acts
relating to companies before liquidation which are limited
to Scottish companies, and those from the operation of
which Scottish companies are excluded, and to indicate
the principal points of difference between Scottish and
English business practice in connection with these statutory
provisions.

The most important differences appear in the matter of
the recognition of trusts and the practice as to transfers, etc.,
and in the law as to debentures. S. ror of the Act of 1929
prohibits the recognition of trusts on the registers of com-
panies registered in England. The existence of a trust is
commonly recognised by Scottish companies, and persons
may be registered in any representative capacity, e.g. as
executors, or trustees, of a deceased person; ‘curator bonis for
... ; ‘factor loco tutoris to . . .”; ‘in trust for . . .’; for behoof
of ...”; ‘for and on behalf of . . .’; or as office-bearers.
But registration as trustees does not limit the holders’
liability for calls to the amount of the trust estate in their
hands; they are as completely liable as if the trust were not
disclosed. A majority of the accepting and acting trustees
or executors usually form a quorum and can act so as to
bind the estate under their charge, and a transfer signed by
such quorum is therefore quite in order unless the deed
of trust otherwise provides [see the Trusts (Scotland) Act,
1921, s. 3]. When changes take place in the personnel
of the trustees or executors by death. resignation, or the

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