Before the act, incorporation was possible only by royal charter or private act and was limited owing to Parliament's protection of the privileges and advantages thereby granted. As a result, many businesses came to be operated as unincorporated associations with possibly thousands of members. Any consequent litigation had to be carried out in the joint names of all the members and was almost impossibly cumbersome. Though Parliament would sometimes grant a private act to allow an individual to represent the whole in legal proceedings, this was a narrow and necessarily costly expedient, allowed only to established companies.
The 1844 act created the Registrar of Joint Stock Companies, empowered to register companies by a two-stage process. The first, provisional, stage cost £5 (equivalent to £532in 2021) and did not confer corporate status, which arose after completing the second stage for another £5.[1]
However, there was still no limited liability and company members could still be held responsible for unlimited losses by the company.[2] Limited liability was subsequently introduced by the Limited Liability Act 1855. The system of registration was revised by the Joint Stock Companies Act 1856. The aim of the act was to place business and economy on a surer foundation and to increase public confidence in the honesty of business.
↑ Re Sea Fire and Life Assurance Co., Greenwood's Case (1854) 3 De GM&G 459
Bibliography
Harris, R. (2000). Industrialising English Law: Entrepreneurship and Business Organisation, 1720–1844. Cambridge, UK: Cambridge University Press. ISBN0-521-66275-3.
A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity and recognized as such in law for certain purposes. Early incorporated entities were established by charter. Most jurisdictions now allow the creation of new corporations through registration. Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered based on two aspects: whether they can issue stock, or whether they are formed to make a profit. Depending on the number of owners, a corporation can be classified as aggregate or sole.
A joint-stock company is a business entity in which shares of the company's stock can be bought and sold by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares. Shareholders are able to transfer their shares to others without any effects to the continued existence of the company.
Incorporation is the formation of a new corporation. The corporation may be a business, a nonprofit organization, sports club, or a local government of a new city or town.
In a limited company, the liability of members or subscribers of the company is limited to what they have invested or guaranteed to the company. Limited companies may be limited by shares or by guarantee. In a company limited by shares, the liability of members is limited to the unpaid value of shares. In a company limited by guarantee, the liability of owners is limited to such amount as the owners may undertake to contribute to the assets of the company, in the event of being wound up. The former may be further divided in public companies and private companies. Who may become a member of a private limited company is restricted by law and by the company's rules. In contrast, anyone may buy shares in a public limited company.
A limited liability partnership (LLP) is a partnership in which some or all partners have limited liabilities. It therefore can exhibit aspects of both partnerships and corporations. In an LLP, each partner is not responsible or liable for another partner's misconduct or negligence. This distinguishes an LLP from a traditional partnership under the UK Partnership Act 1890, in which each partner has joint liability. In an LLP, some or all partners have a form of limited liability similar to that of the shareholders of a corporation. Depending on the jurisdiction, however, the limited liability may extend only to the negligence or misconduct of the other partners, and the partners may be personally liable for other liabilities of the firm or partners.
A private limited company is any type of business entity in "private" ownership used in many jurisdictions, in contrast to a publicly listed company, with some differences from country to country. Examples include the LLC in the United States, private company limited by shares in the United Kingdom, GmbH in Germany and Austria, Besloten vennootschap in The Netherlands, société à responsabilité limitée in France, and sociedad de responsabilidad limitada in the Spanish-speaking world. The benefit of having a private limited company is that there is limited liability.
Companies House is the executive agency of the British Government that maintains the register of companies, employs the company registrars and is responsible for incorporating all forms of companies in the United Kingdom.
Corporate law is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation.
Limited liability is a legal status in which a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company or partnership. If a company that provides limited liability to its investors is sued, then the claimants are generally entitled to collect only against the assets of the company, not the assets of its shareholders or other investors. A shareholder in a corporation or limited liability company is not personally liable for any of the debts of the company, other than for the amount already invested in the company and for any unpaid amount on the shares in the company, if any, except under special and rare circumstances permitting "piercing the corporate veil." The same is true for the members of a limited liability partnership and the limited partners in a limited partnership. By contrast, sole proprietors and partners in general partnerships are each liable for all the debts of the business.
A company, abbreviated as co., is a legal entity representing an association of people, whether natural, legal or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals. Companies take various forms, such as:
The Limited Liability Act 1855 was an Act of the Parliament of the United Kingdom that first expressly allowed limited liability for corporations that could be established by the general public in England and Wales as well as Ireland. The Act did not apply to Scotland, where the limited liability of shareholders for the debts company debts had been recognised since the mid-Eighteenth century with the decision in the case of Stevenson v McNair. Although the validity of the decision in that case had come to be doubted by the mid-Nineteenth century, the Joint Stock Companies Act 1856 – which applied across the UK – put the matter beyond doubt, settling that Scottish 'companies' could be possessed of both separate legal personality and limited liability.
The Joint Stock Companies Act 1856 was an Act of the Parliament of the United Kingdom. It was a consolidating statute, recognised as the founding piece of modern United Kingdom company law legislation.
The Companies Act 1862 was an Act of the Parliament of the United Kingdom regulating UK company law, whose descendant is the Companies Act 2006.
The history of company law in the United Kingdom concerns the change and development in UK company law within the context of the history of companies, deriving from its predecessors in Roman and English law. Company law in its current form dates from the mid-nineteenth century, however other forms of business association developed long before.
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South African company law is that body of rules which regulates corporations formed under the Companies Act. A company is a business organisation which earns income by the production or sale of goods or services. This entry also covers rules by which partnerships and trusts are governed in South Africa, together with cooperatives and sole proprietorships.
The Farmers’ Storehouse was Canada's first farmers' cooperative, founded in Toronto and the Home District in 1824. It stood at the centre of a broad economic and political reform movement that, in its essentials, was not greatly different from contemporary movements such as the Owenite socialists in Britain, as well as much later cooperative movements such as the United Farmers of Alberta in the early twentieth century.
There were two types of corporations at work in the Upper Canadian economy: the legislatively chartered companies and the unregulated joint stock companies. These two business forms had different legal standing; chartered corporations had a "separate personality" - they were a legal person quite distinct from its members or shareholders, a legal fiction which protected those shareholders with limited liability. In contrast, joint stock companies were made illegal by the English Bubble Act of 1720. Joint stock companies were considered extensive partnerships under common law, and English legislation limited these to a maximum of six partners. Without incorporation, the company was not considered a "separate personality." It could not hold property; this was held by trustees, who usually had to provide a bond or security. Without incorporation, the company could neither sue nor be sued at law. And without incorporation, shareholders were personally responsible for the debts to the company to the full extent of their personal property; shareholders were not protected by limited liability. There were, then, significant legal hurdles that made the joint stock company an unwieldy form of partnership.
The history of corporate law in the United States concerns the development of the corporation, primarily as a business organization, under the different United States corporate law, including federal regulation.
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