The Companies Act 1862 (25 & 26 Vict. c.89) was an Act of the

Parliament of the United Kingdom The Parliament of the United Kingdom is the supreme legislative body of the United Kingdom, the Crown Dependencies and the British Overseas Territories. It meets at the Palace of Westminster, London. It alone possesses legislative suprem ...

regulating

UK company law 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 lega ...

, whose descendant is the

Companies Act 2006 The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largel ...

Provisions

*s 6 'Any seven or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of this Act in respect of registration, form an incorporated company, with or without limited liability.' *s 8 'Where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares, hereinafter referred to as a company limited by shares, the Memorandum of Association shall contain the following things' the third of which was 'objects for which the proposed company is to be established.' *s 11 'The memorandum of association... shall, when registered, bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in the memorandum contained, on the part of himself, his heirs, executors and administrators, a covenant to observe all the conditions of such memorandum, subject to the provisions of this Act.' *s 12 stating the memorandum could be altered by special resolution, if the memorandum allowed that itself. *s 18 dealt with the effect of incorporation. *s 48 *s 153 Under section 167 of the Companies Act 1862 (25 & 26 Vict c 89) one of the functions of a liquidator was to bring criminal proceedings against directors and others who were alleged to have committed offences in relation to the company.

Cases decided under the 1862 Act

*'' In re Wiltshire Iron Co'' (1868) LR 3 Ch App 443 *''Guinness v Land Corporation of Ireland'' (1882) 22 Ch 349 *''

Salomon v A Salomon & Co Ltd is a landmark UK company law case. The effect of the House of Lords' unanimous ruling was to uphold firmly the doctrine of corporate personality, as set out in the Companies Act 1862, so that creditors of an insolvent company could not sue th ...

'' 897AC 22 *'' Ashbury Railway Carriage & Iron Co Ltd v Riche'' (1875) LR 7 HL 653

In popular culture

In the song "Some seven men form an association" in Gilbert and Sullivan's

Utopia, Limited ''Utopia, Limited; or, The Flowers of Progress'', is a Savoy opera, with music by Arthur Sullivan and libretto by W. S. Gilbert. It was the second-to-last of Gilbert and Sullivan's fourteen collaborations, premiering on 7 October 1893 for a ...

, King Paramount reforms the island of Utopia into a limited-liability company under the provisions of the Companies Act. However, in the operetta, it is instead referred to as "the Joint Stock Companies Act of sixty-two," perhaps also alluding to the

Joint Stock Companies Act 1844 The Joint Stock Companies Act 1844 (7 & 8 Vict. ''c.''110) was an Act of the Parliament of the United Kingdom that expanded access to the incorporation of joint-stock companies. Before the Act, incorporation was possible only by royal charter ...

which was referenced in their previous opera, The Gondoliers. The Gondoliers

Notes

References

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External links