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.