accepted, it may be withdrawn, as is the case with offers generally; but the offer, when accepted, becomes binding both upon the subscriber and upon the corporation.' 65. Of the evidence of acceptance of subscriptions.There is no prescribed form by which the acceptance of an offer to take shares in the capital stock of a corporation need be indicated. Any act unequivocally showing an intention on the part of duly authorized corporate agents to accept an offer to subscribe, is sufficient to conclude the transaction and ance being generally signified by allotment or appropriation of shares, and being duly communicated to the applicant. The application for shares constitutes an offer merely unilateral, the bargain being complete only after the offer has been acceded to on the part of the company. "How to become a Contributor," 8 L. J., (1873) 73, 74, citing Best's Case, 34 Law J. & Rep. (N. S.) Ch. 523. But apart from the above rule, a person may become liable, as a shareholder, to pay calls on shares as soon as he has entered into such an agreement in respect of the ownership of the shares as satisfies the conditions attached by the law to ordinary contracts. Suppose that there be a valid consideration moving from the company, and a promise by the party based on such consideration, and proper proof is forthcoming of both these elements of a legal contract, there is nothing in the statutes affecting companies to defeat the effect of the agreement thereby created. "How to become a Contributory," 8 L. J., (1873) 73, 74, citing In re Valparaiso Water Works Co., Davies' Case, 41 Law J. Rep. (N. S.) Ch. 659. 1 Thrasher v. Pike County R. Co., 25 Ill. 393; Rhey v. Ellensburg &c. Plank R. Co., 27 Pa. St. 261; Mt. Sterling Coal Road Co. v. Little, 14 Bush, 429; Quick v. Lemon, 105 Ill. 578; Ontario &c. R. Co. v. Curtis, 80 N. Y. 219; Stuart v. Valley R. Co,, 32 Gratt. 147; Goff v. Winchester College, 6 Bush, 443; Morawetz on Corporations, § 50. 2 Spear v. Crawford, 14 Wend. 20; Marsh v. Burroughs, 1 Woods, 463; Busey v. Hooper, 35 Md. 15; McClure v. People's Freight Ry. Co., 90 Pa. St. 269; Cass v. Pittsburgh &c. R. Co., 80 Pa, St. 31; Beecher v. Dillsburgh &c. R. Co., 76 Pa. St. 306. Persons who have contracted to take new shares from a company are, in the event of the company's being wound up, liable to contribute in the same way as if their membership had been complete. Universal Salvage Co., ex parte Mansfield, 19 L. J. Ch. 258; 2 M. & G. 57; Port of London Ship Owners' Assurance Co., ex parte Yelland, 21 L. J. Ch. 852; Great Cambrian Mining Co., ex parte Hawkins, 2 K. & J. 253; s. c. 25 L. J. Ch. 221; London & Marine Assurance Co., ex parte Smith, 17 W. R. 491; s. c. L. R. 4 Ch. 611; Leeds Banking Co., ex parte Barrett, 34 L. J. 558; s. c. 3 DeG. & Sm. 20; In re Direct Exeter R. Co., Matthews' Case, 3 DeG. & Sm. 234; In re Universal Provident Life Assurance, Bell's Case, 22 Beav. 35; Shelford on Joint Stock Companies, 114. to constitute a contract binding both upon the subscriber and the company. The best evidence of acceptance is an entry by the company of the subscriber's name upon its register of shareholders. For the company is estopped from pleading or proving the contrary. And while the corporate register is not necessarily conclusive as against the subscriber, as for 11 Morawetz on Private Corporations, § 48; Parker v. Northern Central R. Co., 33 Mich. 23; Northern Central &c. R. Co. v. Eslow, 40 Mich. 222. 2 Stratton v. Lyons, (1882) 53 Vt. 130, holding that when the records of a corporation recorded in the town clerk's office, as required by law, show a certain person to be a stockholder, the corporation is estopped from introducing evidence to prove him not a stockholder. 3 Reese River Silver Mining Co. v. Smith, L. R. 4 Eng. & Irish, 64. In Cook v. Chittenden, (1886) 25 Fed. Rep. 545, where a person agreed to take stock in a corporation, and then withdrew and was released, and his cash installment was never paid nor demanded during the year and a half that the corporation did business, but twelve years afterwards the assignee in bankruptcy of the corporation sought to hold him liable for an assessment, it was held, that he was not liable, although his name appeared on the stock-book. "Where shareholders are liable to the creditors of the company, the mere fact of persons' names being on the register of shareholders will not render them liable to be sued on a writ of sci. fa." Shelford on Joint Stock Companies, 124, citing Edwards v. Kilkenny R. Co., 14 C. B. (N. S.) 526; Moses v. Steam Gondola Co., 17 C. B. 180; Bailey v. Universal Provident Life Assurance Co., 1 C. B. (N. S.) 557. See also, Waterford R. Co. v. Pidcock, 8 Ex. 283; s. c. 22 L. J. Ex. 146, where it was held that a person whose name was on the register of shareholders of a railway company was not obliged to take steps to take it off in order to defend an action upon a call. Brown, Bailey & Co., ex parte Bailey, L. R. 3 Ch. 592; s. c. 37 L. J. Ch. 255, 670, where a person applied for shares in a company, but as they were not allotted to him within a reasonable time, he refused to take them; his name was, however, kept on the register till the winding up of the company; and it was held, that he was not bound to take active steps to remove his name from the register, and his name was removed on motion. Nor is a director affected with notice of his name being placed on the register of shareholders, so as to be made a contributory. In re Universal Banking Co., Bartlett's Case, 17 W. R. 131. In In re Cheltenham & Swansea Ry. Carriage Co., ex parte Little, 17 W. R. 461, cited by Shelford on Joint Stock Companies, a person whose name had been put on the register in respect of shares for which he had not applied, in April, 1867, informed the directors of the fact, and asked them to remove his name, which was not done. Calls were made on him from time to time down to October, 1868, which he did not pay and for which he was not sued. In February, 1869, he moved to have the register rectified; and it was held, that he was not too late in asserting his right to have his name removed. example, where an application was made conditionally and the shares were allotted without the conditions being complied with,' or where the name of a person whose shares had been forfeited was allowed to remain on the register, yet it is usually strong prima facie evidence of membership and of liabil ity for corporate debts. The acceptance, however, need not be shown to have been formally made; it is sufficient evidence thereof that the subscriber has been suffered to participate in corporate meetings, or that he has paid calls or assessments." § 66. (c) By transfer.-In case of the acquisition of corporate stock by transfer, whether in the ordinary course of business or by gift, bequest, or under the Statute of Distribution, it is generally necessary in order to perfect the title of the new owner and to relieve the former holder of liability, that the transfer be recorded upon the books of the company. 1 In re Richmond Hill Hotel Co., ex parte Pellatt, L. R. 2 Ch. 527; 36 L. J. Ch. 613. Also where the applicant withdraws his application before allotment. In re National Savings Bank Association, ex parte Hebb, L. R. 4 Eq. 9; s. c. 36 L. J. Ch. 748. 2 In re Tavistock Ironworks Co., Lyster's Case, L. R. 4 Eq. 233; 36 L. J. Ch. 616. Under the English Companies Act of 1862 (25 & 26 Vic. ch. 89) requiring the registration of shareholders, it is held that, since these provisions were made for the benefit of persons dealing with a limited company for the purpose of informing them to whom they are to look in the event of the company becoming indebted to them, whatever may be the rights of persons registered as shareholders as against the company and its directors in respect of fraud and misrepresentation of the directors in inducing them to become shareholders, they have no right to be taken off the list of contributories until the whole of the debts of the company have been paid. Oakes' and Peek's Cases, 15 L. T. Rep. (N. S.) 652; Elkington's Case, cit. 42 Law Times, 400, 401. But "there is a large class of cases represented by Ship's Case, 12 L. T. Rep. (N. S.) 257, where, by reason of variation of the articles from the prospectus, the name appears on the register in virtue of no contract on the part of the apparent shareholder to become a member of the company constituted under the articles. The difference is between a void registration in such a case and registration voidable at the election of the registered person on the ground of fraud." 42 Law Times, (1867) 400. 'Hedge & Horne's Appeal, (1869) 63 Pa. St. 273. 5 Frost v. Walker, (1872) 60 Me. 468. 6 Hawkins v. Glenn, (1889) 131 U. S. 319. The formal transfer of shares, necessary to constitute the transferee liable for corporate debts, is shown, prima facie, by the stock certificate, or by the copy of the list of shareholders, filed under the stat For while a lawful acquisition of the certificate vests in the new holder all the rights of ownership as between himself and the former holder,' and entitles him to demand registration, upon presentation of the certificate to the corporation and proper proof of lawful ownership, his title as between himself and the company remains inchoate until he has caused the transfer to be made upon the corporate books, neither having the rights nor being subject to the liabilities of membership.' ute, with the registrar of deeds. Cleveland v. Burnham, (1886) 64 Wis. 847. A distributee of the estate of a deceased stockholder, no portion of the stock having been distributed, is not liable as a stockholder on motion, under the statute, by a judgment creditor of the corporation; even though, as administrator, he refused to inventory the stock on the ground that it was not an asset, but might become a liability. Simmons v. Ellis, (1886) 17 Mo. App. 470. But in Coquard v. Marshall, (1885) 14 Mo. App. 80, it was held that a widow who assents to an order of distribution of her husband's estate, by which certain shares of stock are allotted to her, becomes a stockholder and liable to creditors of the corporation, though she has not received the certificates of stock, and though they have not been transferred on the company's books. 1 McNeil v. Tenth National Bank, 46 N. Y. 325; New York & N. H. R. Co. v. Schuyler, 34 N. Y. 30; Fatman v. Loback, 1 Duer, 354; Jarvis v. Rogers, 13 Mass. 105; Duke v. Cahawba Nav. Co., 10 Ala. 82; Butterfield v. Beardsley, (1874) 28 Mich. 412. 2 Downing v. Potts, 3 Zab. 66; State v. Leete, 16 Nev. 242; Savage v. Ball, 17 N. J. Eq. 142; Greenville &c. R. Co. v. Coleman, 5 Rich. 118; Bailey v. Railroad Co., 22 Wall. 604; N. Y. Laws of 1880, ch. 510. Midland Great Western R. Co. of Ireland v. Gordon, 16 M. & W. 804; S. C. 16 L. J. Ex. 166; Newry &c. R. Co. v. Edmunds, 17 L. J. Ex. 102; S. C. 2 Ex. 118; Galvanized Iron Co. v. Westoby, 8 Ex. 17; s. c. 21 L. J. Ex. 302; In re Wrysgan Slate Quarry Co., ex parte Humby, 28 L. J. Ch. 875; Great Cambrian Mining Co., ex parte Bowen, 27 L. T. 297. Only the registered shareholders are entitled to vote and to receive dividends. Gilbert v. Manchester Iron Co., 11 Wend. 627; Bank of Utica v. Smalley, 2 Cowen, 770, 778; Commercial Bank v. Kortright, 2 Wend. 348, 362; Fisher v. Essex Bank, 5 Gray, 373, 380; Hoagland v. Bell, 36 Barb. 57, 58; Manning v. Quicksilver Mining Co., 24 Hun, 360; Johnston v. Jones, 23 N. J. Eq. 216; State v. Pettinelli, 10 Nevada, 141; Beecher v. Wells Flouring Mill Co., 1 McCrary, 62; Mousseaux v. Urquhart, 9 La. Ann. 482. In a Colorado case the plaintiff was a supply ditch company, and each share of its stock entitled the owner to ten inches of water. Defendant was the holder of stock that had never been transferred on the books of the company. He applied for water, but did not claim it as owner of the stock. He afterwards demanded that the stock be transferred to him, but did not produce his certificates or account for them, nor did he at that time demand the water. On refusal It was 3 Fox v. Frith, 1 Car. & M. 502; he took ten inches of water. If through the negligence of the company a transfer be not properly registered, the transferrer can not be subjected to liability by reason of his name remaining upon the corporate records as the owner of the stock. The transferee, however, is not relieved of liability by the company delaying until after the commencement of a winding up, to record a transfer of shares lodged with it for that purpose; nor can a purchaser avail himself of his own neglect in respect of registration to withdraw from the obligations incurred by his contract. His position is analogous to that of the holder of an unrecorded deed of land.1 2 § 67. (d) By estoppel.- The rights and liabilities of membership may arise from estoppel. When one has been permitted by the company to exercise the privileges and receive the benefits of membership, or has allowed himself to be treated as a member of the corporation, neither he nor the company will be heard to deny the existence of the relation." held that he was not a shareholder of the company, and was liable as a trespasser. Supply Ditch Co. v. Elliott, (1887) 10 Colo. 327. 1 Ex parte Bagge, 13 Beav. 162. 2 Ex parte Contract Corporation, L. R. 2 Ch. App. 350; s. c. 36 L. J. Ch. 81. 497. lien the corporation may have on the shares. But in other respects his title is complete." McNeil v. Tenth National Bank, 46 N. Y. 325. "Whenever a person has been treated as a shareholder by the company, and has acted as a shareholder, both he and the company Burness v. Pennell, 2 H. L. Cas. will be estopped from denying that 4 By "omitting to register his transfer, the holder of the certificate and power fails to obtain the right to vote, and may lose his stock by a fraudulent transfer on the books of the company by the registered holder to a bona fide purchaser; but in this respect he is in a condition analogous to that of the holder of an unrecorded deed of land, and possesses a no less perfect title as against the assignor and others. And he would have an action as against the corporation for allowing such a transfer in violation of his rights. He also takes the risk of the collection of dividends by his assignor, or any he is a shareholder." Lindley on Partnership, 29, quoted with approval in Griswold v. Seligman, 72 Mo. 110, and in Union Savings Assoc. v. Seligman, 92 Mo. 635; s. c. 1 Am. St. Rep. 776, 779. An assignee of shares whose title has been recognized by the company, though not yet registered as a member, is a complete. shareholder to the extent of being able to sue the company without making the transferor a party. Bagshaw v. The Eastern Union R. Co., 7 Hare, 114. In an English case on this subject, In re Littlehampton Steamship Co., ex parte Gregg, 15 Week. Rep. 82, decided on the ground of acquiescence, |