Limited Liability Act 1855

Last updated

Limited Liability Act 1855 [1]
Act of Parliament
Royal Coat of Arms of the United Kingdom (variant 1, 1952-2022).svg
Long title An Act for limiting the Liability of Members of certain Joint Stock Companies.
Citation 18 & 19 Vict. c. 133
Dates
Royal assent 14 August 1855
Other legislation
Repealed by Joint Stock Companies Act 1856
Status: Repealed
Text of statute as originally enacted

The Limited Liability Act 1855 (18 & 19 Vict. c. 133) 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. [2] The Act did not apply to Scotland, [3] 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. [4] Although the validity of the decision in that case had come to be doubted by the mid-Nineteenth century, [5] 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.

Contents

Overview

Under the Act, shareholders were still liable directly to creditors, for the unpaid portion of their shares. The modern principle that shareholders are liable to the corporation was introduced by the Joint Stock Companies Act 1844.

The 1855 Act allowed limited liability to companies of more than 25 members (shareholders). Insurance companies were excluded from the act, though it was standard practice for insurance contracts to exclude action against individual members. Limited liability for insurance companies was allowed by the Companies Act 1862.

Debate

In the House of Lords, a considerable amount of opposition existed to the idea that companies should have the advantage of limited liability. Many peers objected to what appeared to them as the government rushing through the bill as if its urgency was connected to the effort in the Crimean War. Earl Grey was one of these. He said, [6]

It proposes to depart from the old-established maxim that all the partners are individually liable for the whole of the debts of the concern.

Earl Granville replied to these concerns as follows. [7]

it appears to me that a time of war is the very time which you ought to free commerce from restrictions, and, therefore that the reason he mentioned is an especial reason for pressing on the Bill instead of retarding it.

See also

Bibliography

Notes

  1. This short title was conferred on this Act by section 19 of this Act.
  2. Mayson, French and Ryan (2005) 55
  3. Limited Liability Act 1855, s.18
  4. [1757] 14667
  5. Kenneth G. C. Reid, 'Embalmed in Rettie: The City of Glasgow Bank and the Liability of Trustees' in Andrew Burrows, David Johnston and Reinhard Zimmermann (Eds.), [Judge and Jurist: Essays in Memory of Lord Rodger of Earlsferry], (Oxford University Press, 2013), at 492
  6. HL Debs, vol ? col 1904 (7 August 1855)
  7. HL Debs, vol ?, col 1903 (7 August 1855)

Related Research Articles

<span class="mw-page-title-main">Corporation</span> Legal entity incorporated through a legislative or registration process

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.

<span class="mw-page-title-main">Joint-stock company</span> Business entity owned by shareholders

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.

<span class="mw-page-title-main">Incorporation (business)</span> Legal process to create a new corporation

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.

<span class="mw-page-title-main">Limited liability partnership</span> Partnership in which some or all partners have limited liabilities

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.

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.

<span class="mw-page-title-main">Corporate law</span> Body of law that governs businesses

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.

<span class="mw-page-title-main">Limited liability</span> Business structure where shareholders cannot owe more than their stake in a venture

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 guarantee is a form of transaction in which one person, to obtain some trust, confidence or credit for another, engages to be answerable for them. It may also designate a treaty through which claims, rights or possessions are secured. It is to be differentiated from the colloquial "personal guarantee" in that a guarantee is a legal concept which produces an economic effect. A personal guarantee by contrast is often used to refer to a promise made by an individual which is supported by, or assured through, the word of the individual. In the same way, a guarantee produces a legal effect wherein one party affirms the promise of another by promising to themselves pay if default occurs.

<span class="mw-page-title-main">Limited partnership</span> Form of partnership

A limited partnership (LP) is a form of partnership similar to a general partnership except that while a general partnership must have at least two general partners (GPs), a limited partnership must have at least one GP and at least one limited partner. Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability.

Piercing the corporate veil or lifting the corporate veil is a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders. Usually a corporation is treated as a separate legal person, which is solely responsible for the debts it incurs and the sole beneficiary of the credit it is owed. Common law countries usually uphold this principle of separate personhood, but in exceptional situations may "pierce" or "lift" the corporate veil.

<span class="mw-page-title-main">Joint Stock Companies Act 1844</span> United Kingdom legislation

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.

<i>Aktieselskab</i> Type of corporation in Denmark

Aktieselskab is the Danish name for a stock-based corporation. An aktieselskab may be either publicly traded or private.

Companies Act is a stock short title used for legislation in Botswana, Hong Kong, India, Kenya, Malaysia, New Zealand, South Africa and the United Kingdom in relation to company law. The Bill for an Act with this short title will usually have been known as a Companies Bill during its passage through Parliament.

<span class="mw-page-title-main">United Kingdom company law</span> Law that regulates corporations formed under the Companies Act 2006

The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandatory minimum rights of investors under its legislation are complied with.

<span class="mw-page-title-main">Joint Stock Companies Act 1856</span> United Kingdom legislation

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.

<span class="mw-page-title-main">Companies Act 1862</span> United Kingdom 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 bankruptcy law begins with the first legal remedies available for recovery of debts. Bankruptcy is the legal status of a legal person unable to repay debts.

The corporate veil in the United Kingdom is a metaphorical reference used in UK company law for the concept that the rights and duties of a corporation are, as a general principle, the responsibility of that company alone. Just as a natural person cannot be held legally accountable for the conduct or obligations of another person, unless they have expressly or implicitly assumed responsibility, guaranteed or indemnified the other person, as a general principle shareholders, directors and employees cannot be bound by the rights and duties of a corporation. This concept has traditionally been likened to a "veil" of separation between the legal entity of a corporation and the real people who invest their money and labor into a company's operations.

<span class="mw-page-title-main">South African company law</span> Regulates corporations formed under the Companies Act

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.