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In his capacity, however, as a Commissioner for Oaths,
the solicitor may give special evidential value to docu-
ments sworn or declared before him, as he may also if
he acts as a notary public (the French notary lost his
epithet of "public" after 1830).
English Notaries Public
It was to confer authenticity that the office of notary
public was established in England at an early date (per-
haps by the end of the thirteenth century). The de-
velopment of this office is an interesting result of the
contract of two distinct systems of law, common and
civil. In the Middle Ages this contact was closest in
the ecclesiastical sphere, for the Western Church was a
powerful international organisation. It was, therefore,
the Church which, in order to bring England into
conformity with the civil law countries, appointed the
first officials in this country to authenticate documents
for transmission to the Continent. The Archbishop of
Canterbury, through the Master of the Court of Facul-
ties, still appoints notaries public in England, but their
original ecclesiastical function has been largely lost in
their commercial attributes. For the growth of inter-
national commerce found the office useful for its own
special purposes, particularly in matters of bills of ex-
change and shipping, matters which often involve a
foreign element.
Certificate deemed an authentic act
The certificate of a notary public, bearing his signa-
ture and official seal, is accepted as proof of the acts
done in his presence and attested by him in all countries
where notarial
actes
are recognised. Thus, in French
terminology, the certificate is an
acte authentique.
The
raison d'etre
of the notary public is to live this
cachet
of authenticity to documents intended to be used
abroad; this is the great difference between the notary
public and the French notary : French law compels the
parties to utilise the authentic form for many transac-
tions and in practice it has been seen that his form
is often adopted voluntarily, but in England its use is
exceptional, other than for documents to be trans-
mitted abroad. The relative unimportance of the
notary public when compared with the French notary
is due not to any great dissimilarity in the nature of
his office but rather to the narrowness of the functions
attributed to him. "The backward economic condition
of England in the Middle Ages, and the insularity of
the common law, were the reasons why that common
law never needed, and therefore never recognised, an
official of the civil or canon law. The Reformation of
the sixteenth century, and the victory of the common
law over its rivals in the seventeenth century, reduced
the civil and ecclesiastical law to a subordinate posi-
tion; and the officials recognised by them naturally
shared their fate."
(
Holdsworth, H E L,
vol. 5, p. 115.)
It was the attorney of the common law who attracted
to his profession almost all the functions of the French
notary, apart from the matter of authenticity. His final
triumph may be seen in the fact that the great
majority of notaries public are also practising solicitors.
In France, on the other hand, the
avoué
did not ex-
pand his field of activity beyond his original role of
taking the formal acts in the law on behalf of his client
and his office has now been merged with that of the
avocat
except before the
cours d'appel.
The functions,
which in England have accrued to the solicitor, in
France have passed to the notary, so that, except for
the absence of litigation, his daily work is remarkably
like that of the solicitor. There is as it were, a common
territory in which both operate, and on either side a
domain special to each—the solicitor has his litigation
and the notary his authenticity.
Notary confined to non-contentious business
To this distinction between contentious and non-
contentious business the notary remains committed.
That this is not a merely French distinction but of
world-wide significance can be seen from a speech made
at the Tenth Congress of the International Union of
Latin Notaries in Montevideo in 1969 :
"At a time when clients and their needs are changing
and when some persons believe it would be a pro-
gressive step to adopt the principle of a unified pro-
fession imitated from Anglo-Saxon practice and based
upon the confusion of the contractual and contentious
domains, we consider it right to reaffirm in the interest
of society the distinction between contractual and con-
tentious business, the quantity of the latter being in
inverse proportion tot he quality of the former."
But whether the distinction may become less self-
evident as British solicitors become more widely in-
volved in the enlarged Common Market is an interest-
ing speculation. Certainly, solicitors will find in French
notaries an invaluable source of help and advice in
commercial, company and property transactions on the
Continent of Europe."
SHAREHOLDER CONTROL IN IRISH COMPANIES
By Jtihn Temple Lang
The differences between Irish company law, under the
Companies Act, 1963, and the company law of Britain
as it was embodied in the UK Companies Act, 1948,
are few in number and some of them are not of great
importance. One of the most important of them, how-
ever, is so inconspicuous, and seems to have been so
rarely recognised, that it is worthwhile to draw the
attention of the legal profession to it specifically.
Under regulation 80 of part I of Table A of the
Companies Act, 1963, and under the corresponding
regulation 80 of part I of Table A under the Com-
panies Act, 1948 and regulation 82 of part I of Table
A of the Northern Ireland Companies Act, 1960 the
business of a company is placed in the hands of the
directors. In each case the powers of the directors are
expressed to be subject to the provisions of the Articles
of Association of the company (including Table A) and
the provisions of the relevant Act. The UK and Nor-
thern Ireland Acts go on to say that the powers of the
directors are to be subject "to such regulations being
not inconsistent with the aforesaid regulations (i.e. the
Articles and Table A) or provisions (i.e. the provisions
of the Act) as may be prescribed by the company in
general meeting".
In contrast, the 1963 Act provides that the powers
of the directors are to be subject, "to such
directions,
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