SECRETARIAL PRACTICE

Registered
Office.

goods, ‘any director, manager, or officer of a limited com-
pany, or any person on its behalf,” who signs or authorises
the signing of any such document in which the company’s
name 1s not mentioned in legible characters, will, if the
company fails duly to pay the same, be personally liable
to the holder [s. 93 (2) (3) (4)]. The holder of an order for
goods means the person to whom the order is given, whether
he be in physical possession of it or not [Civil Service Co-
operative Society v. Chapman (1914), W. N. 369)].

The painting or affixing of the company’s name on any
vehicles probably amounts to a notice or advertisement
within the meaning of s. 93.

The provision that the name of the company must be
mentioned in all bills of exchange, &c., has been strictly
construed, so that, if the name is incorrectly given, the person
signing will be personally liable [Atkins & Co. v. Wardle
(1889), 58 L.J. O.B. 377; Nassau Steam Press v. Tyler (1894),
70 L.T. 376]. But it has been held that the use of the
abbreviation ‘Ltd.” for ‘Limited’ is sufficient [Stacey v.
Wallis (1912), 28 T.L.R. 209]; and the acceptors of a bill
of exchange will not be liable, although there is no correct
statement of the company’s name by them, but only by the
drawers (same case).

A director signing must state on the face of the document
that he is acting for the company [see W. & T. Avery v.
Charlesworth (1914), 31 T.L.R. 52, Elliott v. Bax-Ironside
(1925) 41 T.L.R. 631, Chapman v. Smethurst (1909), 1 K.B.
927]. Otherwise he will be personally liable, though the
company’s seal is affixed [Dutton v. Marsh (1871), L.R. 6 Q.B.
361]. Some such form of signature as ‘For the X. Company,
Limited, John Smith, Director,” should be used.

As regards the registered office, notice of its situation, and
of any change therein, must be given to the Registrar and
under the new Act such notice must be given within 28 days
after the date of incorporation of the company or of the
change as the case may be [s. 92 (2)]. The company
cannot remove its registered office from England to Scotland,
or vice versd, although it may remove it from one part of the
country specified in the memorandum to another part.
Wales is included in England for the purposes of clause 2 of
the memorandum; thus, the case of a company whose registered
office is at Swansea, it should be described in the memorandum
as situate in England. The insertion of the correct registered
address in the annual return is not a sufficient notice under
Ss. 92.