Companies Act 1862

The Companies Act 1862 (25 & 26 Vict. c.89) was an Act of the Parliament of the United Kingdom regulating UK company law, whose descendant is the Companies Act 2006.

Provisions

s 6^[1] '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^[2] '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^[3] '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^[4] stating the memorandum could be altered by special resolution, if the memorandum allowed that itself.
s 18^[5] dealt with the effect of incorporation.
s 48^[6]
s 153^[7]

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.^[8]

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 [1897] AC 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, King Paramount reforms the island of Utopia into a limited-liability company under the provisions of this act. However, in the operetta, the act is instead referred to as "the Joint Stock Companies Act of sixty-two."^[9]

Notes

↑ s 7(1) CA 2006
↑ s 9(2) CA 2006
↑ s 33 CA 2006
↑ s 617 CA 2006 now, but articles may be altered in all respects
↑ s 15 and 16 CA 2006
↑ now CA 2006 ss 437 and 438
↑ now IA 1986 s 127
↑ see In re London and Globe Finance Corporation Ltd [1903] 1 Ch 728, 734-735
↑ Utopia, Limited

References

Pulbrook, Anthony (1865). The Companies Act, 1862, with analytical references and copious index. London: Effingham Wilson.
Micklethwait, John; Wooldridge, Adrian (2003). The company: a short history of a revolutionary idea. New York: Modern Library.

United Kingdom legislation

Pre-Parliamentary legislation	List of English statutes Charter of Liberties Magna Carta

Acts of Parliament by states preceding the Kingdom of Great Britain	Acts of the Parliament of England to 1483 1485–1601 1603–1641 Interregnum (1642–1660) 1660–1699 1700–1706 Acts of the Parliament of Scotland

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Acts of the Parliament of Ireland	to 1700 1701–1800

Acts of Parliament of the United Kingdom of Great Britain and Ireland and the United Kingdom of Great Britain and Northern Ireland	1801–1819 1820–1839 1840–1859 1860–1879 1880–1899 1900–1919 1920–1939 1940–1959 1960–1979 1980–1999 2000 to date Halsbury's Statutes Legislation.gov.uk Short titles

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