49.
litigation[1] concerned the winding-up in a colony of a corporation incorporated elsewhere.
110 Financial difficulties and scandals emerged in Australia, particularly in Victoria, in the late 1880s and continued into the 1890s. Not surprisingly, the difficulties thus revealed were later to provoke a deal of legislative response[2]. But for the moment, it is convenient to consider the position as things stood in 1891, when the first Constitutional Convention assembled.
111 The Federal Council of Australasia Act 1885 (Imp) had provided in's 15 that the Federal Council should:
"have legislative authority in respect to … (i) [s]uch of the following matters as may be referred to the Council by the legislatures of any two or more colonies, that is to say, – … status of corporations and joint stock companies in other colonies than that in which they have been constituted".
That power was never exercised by the Federal Council. But the proposals put to the 1891 Convention included the proposal that the federal Parliament have power over "The Status in any State of Foreign Corporations, and Corporations formed in other States". The power with respect to banking adopted at the 1891 Convention was a power "To Regulate Banking, the Incorporation of Banks, and the Issue of Paper Money". Such little debate about the corporations power as there was at the 1891 Convention focused upon whether that power should be extended, like the banking power, to the registration or incorporation of companies. Sir Samuel Griffith's response[3] was:
"What is important … is that there should be a uniform law for the recognition of corporations. Some states might require an elaborate form, the payment of heavy fees, and certain guarantees as to the stability of members, while another state might not think it worth its while to take so much trouble, having regard to its different circumstances. I think the states may be trusted to stipulate how they will incorporate companies,
