Companies Act 1862

JurisdictionUK Non-devolved
Citation1862 c. 89
Anno Regni VICTORI, Britanniarum Regin,Vicesimo Quinto & Vicesimo Sexto. An Act for the Incorporation, Regulation, and Winding-up of Trading Companies and other Associations.

(25 & 26 Vict.) C A P. LXXXIX.

[7th August 1862]

'WHEREAS it is expedient that the Laws relating to the Incorporation, Regulation, and Winding-up of Trading Companies and other Associations should be consolidated and amended:' Be it therefore enacted by the Queen's most Excellent Majesty, by and with the Advice and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the Authority of the same, as follows:

Preliminary.

Preliminary.

S-1 Short Title.

1 Short Title.

1. This Act may be cited for all Purposes as ‘TheCompanies Act, 1862.’

S-2 Commencement of Act.

2 Commencement of Act.

2. This Act, with the Exception of such temporary Enactment as is herein-after declared to come into operation immediately, shall not come into operation until the Second Day ofNovember One thousand eight hundred and sixty-two, and the Time at which it so comes into operation is herein-after referred to as the Commencement of this Act.

S-3 Definition of Insurance Company.

3 Definition of Insurance Company.

3. For the Purposes of this Act a Company that carries on the Business of Insurance in common with any other Business or Businesses shall be deemed to be an Insurance Company.

S-4 Prohibition of Partnerships exceeding certain Number.

4 Prohibition of Partnerships exceeding certain Number.

4. No Company, Association, or Partnership consisting of more than Ten Persons shall be formed, after the Commencement of this Act, for the Purpose of carrying on the Business of Banking, unless it is registered as a Company under this Act, or is formed in pursuance of some other Act of Parliament, or of Letters Patent; and no Company, Association, or Partnership consisting of more than Twenty Persons shall be formed, after the Commencement of this Act, for the Purpose of carrying on any other Business that has for its Object the Acquisition of Gain by the Company, Association, or Partnership, or by the individual Members thereof, unless it is registered as a Company under this Act, or is formed in pursuance of some other Act of Parliament, or of Letters Patent, or is a Company engaged in working Mines within and subject to the Jurisdiction of the Stannaries.

S-5 Division of Act.

5 Division of Act.

5. This Act is divided into Nine Parts, relating to the following Subject Matters:

The First Part,—to the Constitution and Incorporation of Companies and Associations under this Act:

The Second Part,—to the Distribution of the Capital and Liability of Members of Companies and Associations under this Act:

The Third Part,—to the Management and Administration of Companies and Associations under this Act:

The Fourth Part,—to the winding up of Companies and Associations under this Act:

The Fifth Part,—to the Registration Office:

The Sixth Part,—to Application of this Act to Companies registered under the Joint Stock Companies Acts:

The Seventh Part,—to Companies authorized to register under this Act:

The Eighth Part,—to Application of this Act to unregistered Companies:

The Ninth Part,—to Repeal of Acts, and temporary Provisions.

I Constitution and Incorporation of Companies and Associations under this Act.

PART I.

Constitution and Incorporation of Companies and Associations under this Act.

Memorandum of Association.

Memorandum of Association.

S-6 Mode of forming Company.

6 Mode of forming Company.

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-7 Mode of limiting Liability of Members.

7 Mode of limiting Liability of Members.

7. The Liability of the Members of a Company formed under this Act may, according to the Memorandum of Association, be limited either to the Amount, if any, unpaid on the Shares respectively held by them, or to such Amount as the Members may respectively undertake by the Memorandum of Association to contribute to the Assets of the Company in the event of its being wound up.

S-8 Memorandum of Association of a Company limited by Shares.

8 Memorandum of Association of a Company limited by Shares.

8. Where a Company is formed on the Principle of having the Liability of its Members limited to the Amount unpaid on their Shares, herein-after referred to as a Company limited by Shares, the Memorandum of Association shall contain the following Things; (that is to say,)

(1.) The Name of the proposed Company, with the Addition of the Word ‘Limited’ as the last Word in such Name:

(2.) The Part of the United Kingdom, whetherEngland , Scotland , or Ireland , in which the registered Office of the Company is proposed to be situate:

(3.) The Objects for which the proposed Company is to be established:

(4.) A Declaration that the Liability of the Members is limited:

(5.) The Amount of Capital with which the Company proposes to be registered divided into Shares of a certain fixed Amount:

Subject to the following Regulations:

(1.) That no Subscriber shall take less than One Share:

(2.) That each Subscriber of the Memorandum of Association shall write opposite to his Name the Number of Shares he takes.

S-9 Memorandum of Association of a Company limited by Guarantee.

9 Memorandum of Association of a Company limited by Guarantee.

9. Where a Company is formed on the Principle of having the Liability of its Members limited to such Amount as the Members respectively undertake to contribute to the Assets of the Company in the event of the same being wound up, herein-after referred to as a Company limited by Guarantee, the Memorandum of Association shall contain the following Things; (that is to say,)

(1.) The Name of the proposed Company, with the Addition of the Word ‘Limited’ as the last Word in such Name:

(2.) The Part of the United Kingdom, whetherEngland , Scotland , or Ireland , in which the registered Office of the Company is proposed to be situate:

(3.) The Objects for which the proposed Company is to be established:

(4.) A Declaration that each Member undertakes to contribute to the Assets of the Company, in the event of the same being wound up, during the Time that he is a Member, or within One Year afterwards, for Payment of the Debts and Liabilities of the Company contracted before the Time at which he ceases to be a Member, and of the Costs, Charges, and Expenses of winding up the Company, and for the Adjustment of the Rights of the Contributories amongst themselves, such Amount as may be required, not exceeding a specified Amount.

S-10 Memorandum of Association of an Unlimited Company.

10 Memorandum of Association of an Unlimited Company.

10. Where a Company is formed on the Principle of having no Limit placed on the Liability of its Members, herein-after referred to as an Unlimited Company, the Memorandum of Association shall contain the following Things; (that is to say,)

(1.) The Name of the proposed Company:

(2.) The Part of the United Kingdom, whetherEngland , Scotland , or Ireland , in which the registered Office of the Company is proposed to be situate:

(3.) The Objects for which the proposed Company is to be established.

S-11 Stamp, Signature, and Effect of Memorandum of Association.

11 Stamp, Signature, and Effect of Memorandum of Association.

11. The Memorandum of Association shall bear the same Stamp as if it were a Deed, and shall be signed by each Subscriber in the Presence of, and be attested by, One Witness at the least, and that Attestation shall be a sufficient Attestation inScotland as well as in England and Ireland : It 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 Power of certain Companies to alter Memorandum of Association.

12 Power of certain Companies to alter Memorandum of Association.

12. Any Company limited by Shares may so far modify the Conditions contained in its Memorandum of Association, if authorized to do so by its Regulations as originally framed, or as altered by special Resolution in manner herein-after mentioned, as to increase its Capital, by the Issue of new Shares of such Amount as it thinks expedient, or to consolidate and divide its Capital into Shares of larger Amount than its existing Shares, or to convert its paid-up Shares into Stock, but, save as aforesaid, and save as is herein-after provided in the Case of a Change of Name, no Alteration shall be made by any Company in the Conditions contained in its Memorandum of Association.

S-13 Power of Companies to change Name.

13 Power of Companies to change Name.

13. Any Company under this Act, with the Sanction of a special Resolution of the Company passed in manner herein-after mentioned, and with the Approval of the Board of Trade testified in Writing under the Hand of One of its Secretaries or Assistant Secretaries, may change its Name, and upon such Change being made the Registrar shall enter the new Name on the Register in the Place of the former Name, and shall issue a Certificate of Incorporation altered to meet the Circumstances of the Case; but no such Alteration of Name shall affect any Rights or Obligations of the Company, or render defective any legal Proceedings instituted or to be instituted by or against the Company, and any legal Proceedings may...

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