hat no allotment of any share capital offered to the
public for subscription is to be made unless the amount fixed by the
memorandum and articles of association and named in the prospectus as
"the minimum subscription" upon which the directors may proceed to
allotment has been subscribed and the application moneys--which must not
be less than 5% of the nominal amount of the share--paid to and received
by the company. If no minimum is fixed the whole amount of the share
capital offered for subscription must have been subscribed before the
directors can go to allotment. The "minimum subscription" is to be
reckoned exclusively of any amount payable otherwise than in cash. If
these conditions are not complied with within forty days the application
moneys must be returned. Any "waiver clause" or contract to waive
compliance with the section is to be void.

An allotment of shares made in contravention of these provisions is
irregular and voidable at the option of the applicant for shares within
one month after the first or statutory meeting of the company (Companies
(Consolidation) Act, s. 86). Even when a company has got what under the
name of the "minimum subscription" the directors deem enough capital for
its enterprise, it cannot now commence business or make any binding
contract or exercise any borrowing powers until it has obtained a
certificate entitling it to commence business (Companies (Consolidation)
Act 1908, s. 87). To obtain this certificate the company must have
fulfilled certain statutory conditions, which are briefly these:--

(a) The company must have allotted shares to the amount of not less
than the "minimum subscription."

(b) Every director must have paid up his shares in the same proportion
as the other members of the company.

(c) A statutory declaration, made by the secretary of the company or
one of the directors, must have been filed with the registrar of joint
stock companies, that these conditions have been complied with.

These conditions fulfilled, the company gets its certificate and starts
on its business career, carrying on its business through the agency of
directors, as to whose powers and duties see DIRECTORS.

Meetings.

The Companies Act as consolidated in the act of 1908, and the
regulations under them, treat the directors of a company as the persons
in whom the management of the company's affairs is vested. But they also
contemplate the ultimate controlling pow