Act of Parliament | |
Long title | An Act for the Incorporation and Regulation of Joint Stock Companies and other Associations. |
---|---|
Citation | 19 & 20 Vict. c. 47 |
Introduced by | Robert Lowe |
Territorial extent | England and Wales, Scotland |
Dates | |
Royal assent | 14 July 1856 |
Commencement | 1856 |
Other legislation | |
Repeals/revokes | |
Repealed by | Companies Act 1862 |
Relates to | Companies Act 2006 |
Status: Repealed |
The Joint Stock Companies Act 1856 (19 & 20 Vict. c. 47) 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.
Unlike other acts of Parliament that preceded it, the 1856 act provided a simple administrative procedure by which any group of seven people could register a limited liability company for themselves. Companies involved in banking and insurance were explicitly excluded from the provisions of the act.
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The Joint Stock Companies Bill was introduced to Parliament by the then Vice President of the Board of Trade, Robert Lowe. In doing so he proclaimed the right of every citizen to have freedom of contract and with it obtain limited liability for operating a business. Companies had until recently been prohibited, as a result of the Bubble Act and the stock market panics of the early 18th century. There was still a lot of suspicion of companies, but Lowe rejected the idea that a limited company is inherently subject to fraud, and proposed the suffix "Ltd" to make businesses aware of limited liability.
A company formed on the principle of limited liability carries on the face of it something like prudence and caution. Its shareholders seem to say, "we have entered into a partnership, but it is impossible to tell what may happen, and since the company may fail, we will not risk all we possess in the undertaking... [2]
My object at present is not to urge the adoption of limited liability. I am arguing in favour of human liberty – that people may be permitted to deal how and with whom they choose without the officious interference of the state; and my opinion will not be shaken even though very few limited companies be established. Every man has a right to choose for himself between the two principles, and it is ill advised legislation which steps in between him and the exercise of that right. It is right the experiment should be tried; and, in my judgment, the principle we should adopt is this, – not to throw the slightest obstacle in the way of limited companies being formed – because the effect of that would be to arrest ninety-nine good schemes in order that the bad hundredth might be prevented; but to allow them all to come into existence, and when difficulties arise, to arm the courts of justice with sufficient powers to check extravagance or roguery in the management of companies, and to save them from the wreck in which they may be involved. [3]
The third reading of the bill took place on 2 June 1856, and passed easily. [4]
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.
Robert Lowe, 1st Viscount Sherbrooke, GCB, PC, British statesman, was a pivotal conservative spokesman who helped shape British politics in the latter half of the 19th century. He held office under William Ewart Gladstone as Chancellor of the Exchequer between 1868 and 1873 and as Home Secretary between 1873 and 1874. Lowe is remembered for his work in education policy, his opposition to electoral reform and his contribution to modern UK company law. Gladstone appointed Lowe as Chancellor expecting him to hold down public spending. Public spending rose, and Gladstone pronounced Lowe "wretchedly deficient"; most historians agree. Lowe repeatedly underestimated the revenue, enabling him to resist demands for tax cuts and to reduce the national debt instead. He insisted that the tax system be fair to all classes. By his own main criterion of fairness — that the balance between direct and indirect taxation remain unchanged — he succeeded. Even in his time, however, this concept of fiscal incidence was obsolescent.
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.
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 joint venture. 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.
The Joint Stock Companies Act 1844 was an act of the Parliament of the United Kingdom that expanded access to the incorporation of joint-stock companies.
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 Companies Act 1862 was an Act of the Parliament of the United Kingdom regulating UK company law, whose descendant is the Companies Act 2006.
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The Statute Law (Repeals) Act 1989 is an Act of the Parliament of the United Kingdom.
The act 19 & 20 Vict. c. 64, sometimes referred to as the Repeal of Obsolete Statutes Act 1856, was an Act of the Parliament of the United Kingdom.
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.