Now what is a limited compa It is an artificial person, a legal entity quite apart from the shareholders of whom it is composed: its nationality is derived from the place of its incorporation and has nothing to do with the nationality of its shareholders. This has been the conception of English law for Jong time and I need only to refer Jansen. Dreifontein Mines (1902 A.C. 484.) and the Daimler ease (1916. 2 A.C. 807); in both the nationality of the Company concerned as distinct "from that of {te shareholders was insisted upon. The other important case [would mention is the Polzeath (1916. P. 117 and 241), when a ship was forfeited to the Crown under the Merchant Shipping Act. Now" in these cases it is clear that the Court went behind the certificates of me corporation and ascertained the nationality of the shareholders, bu? it was not regarded as important in Janson's case, as the nationality of the Company' remained Transvaal; it was important in the Daimler Case to show what the real control whether the British Company was tainted with enemy charact in the Polzeath to show where the principal place of business the Company. And the same pri been applied in the Prize Court: see the St. Tudno (2 Prize Gases 272, 1916 P. 261): to decide the real ownership of a ship.
The Daimler case really decided Jmited Companies can become affected with quality just as natural people can.
But no case goes to the length of one can go to the nation shareholders to determine the tionality of the legal entity, the Company. And jurisdiction in China depends on nationality. As long, then, as the restrictions on trans: fers, ete. in Shameen ave said to depend upon the nationality of the proposed transferee, ie. upon the British jurisdiction to be exercised over him (which was the only mabter put to me, and indeed on the correspondence the only matter tha ould be put)—so long does it appear that one is not entitled to go behind the certificate of incorporation. Phe Daimler case is the case which lays down the principle upon which a Court is entitled to go behind a certificate of incorporation of, a Company. It was argued there, as here, that the Court had no right for any purpose to go behind the certificate of incorporation. Lord Parker showed (pp. 342/343) that it was clear that many eminent Jurists had not found it contrary to principle to look, at least for some purposes, behind the corpora-Mon and consider the quality of ite members. And he further poi out (p. 344) that considerations which govern. civil liability and rights of property in times of peace differ radically from. those' which govern. enemy character jn'time of war. He disagreed (p. 340) with the, view.: of the Court of "Appeal that, where the aw was concerned with the artificial person; it was to know nothing of the natural persons who constitute and control it, And he went on:—"In. questions of property and capacity, of acts done and rights acquired or liabilities assumed thereby, this may be always true, Certainly it is so for the most part. But the character in which property is held and the character in which the capacity to act is enjoyed and sets' are done are not in pari waterie. The latter character is a quality of the company itself and conditions its capacities and its acts ud if that character must be' derivable, not from the eiream stances of its: incorporation which arise once for all, but from qualities of enmity and amity, I know not from-what human beings that character should be derived.. if resort is not to be had to the predominant character. of the share holders and corporators."
It is suggested: here, therefore, that on that doctrine the Court is entitled to go behind the certificate of incorporation of this Company for the purposes of placing a meaning upon words which it is admitted only refer to jurisdiction: words that have been in such leases in this connexion since 1861. I can see nothing which leads me to such a conclusion in the doctrine above Lai down, And it is to be remembere: that many, if not most, of the directors and shareholders of this Limited Company (which as far oe Tam aware might equally well have been formed in England) are recognized by the British authorities us British subjects, however difficult it may be to enforce that recognition in China
Text read from the printed page and cleaned; old type leaves the occasional error.