Joint Stock Companies Act 1856

JurisdictionUK Non-devolved
Citation1856 c. 47
Anno Regni VICTORI, Britanniarum Regin,Decimo Nono & Vicesimo. An Act for the Incorporation and Regulation of Joint Stock Companies and other Associations.

(19 & 20 Vict.) C A P. XLVII.

[14th July 1856]

'WHEREAS it is expedient that the Law relating to the Incorporation and Regulation of Joint Stock 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:

S-I Short Title.

I Short Title.

I. This Act may be cited for all Purposes as ‘TheJoint Stock Companies Act, 1856.’

S-II Act not to apply to Banking and Insurance Companies.

II Act not to apply to Banking and Insurance Companies.

II. This Act shall not apply to Persons associated together for the Purpose of Banking or Insurance.

I Constitution and Incorporation of Companies and Associations.

PART I

Constitution and Incorporation of Companies and Associations.

Registry.

Registry.

S-III Formation of an Incorporated Company.

III Formation of an Incorporated Company.

III. 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 themselves into an Incorporated Company, with or without Limited Liability.

S-IV Penalty on Partnerships exceeding a certain Number.

IV Penalty on Partnerships exceeding a certain Number.

IV. Not more than Twenty Persons shall, after the Third Day ofNovember One thousand eight hundred and fifty-six, carry on in Partnership any Trade or Business having Gain for its Object, unless they are registered as a Company under this Act, or are authorized so to carry on Business by some Private Act of Parliament or by Royal Charter or Letters Patent, or are engaged in working Mines within and subject to the Jurisdiction of the Stannaries; and if any Persons carry on Business in Partnership contrary to this Provision, every Person so acting shall be severally liable for the Payment of the whole Debts of the Partnership, and may be sued for the same without the Joinder in the Action or Suit of an other Members of the Partnership.

S-V Matters required to be prescribed by Memorandum of Association.

V Matters required to be prescribed by Memorandum of Association.

V. The Memorandum of Association shall contain the following Things; (that is to say,)

S-1

1. The Name of the proposed Company;

S-2

2. The Part of the United Kingdom, whetherEngland, Scotland , or Ireland , in which the registered Office of the Company is to be established;

S-3

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

S-4

4. The Liability of the Shareholders, whether it is to be limited or unlimited;

S-5

5. The Amount of the nominal Capital of the proposed Company;

S-6

6. The Number of Shares into which such Capital is to be divided, and the Amount of each Share; subject to the following Restriction:

That in the Case of a Company formed with Limited Liability, and herein-after called a Limited Company, the Word ‘Limited’ shall be the last Word in the Name of the Company.

S-VI Prohibition against Identity of Names in registered Companies.

VI Prohibition against Identity of Names in registered Companies.

VI. No Company shall be registered under a Name identical with that by which a subsisting Company is already registered, or so nearly resembling the same as to be calculated to deceive; and if any Company, through Inadvertence or otherwise, is registered by a Name identical with that by which a subsisting Company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned Company may, with the Sanction of the Registrar, 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, 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 be continued or commenced against the Company by its new Name that might have been continued or commenced against the Company by its former Name.

S-VII Form of Memorandum of Association.

VII Form of Memorandum of Association.

VII. The Memorandum of Association shall be in the Form marked A. in the Schedule hereto, or as near thereto as Circumstances admit, and it shall, when registered bind the Company and the Shareholders therein to the same Extent as if each Shareholder had subscribed his Name and affixed his Seal thereto or otherwise duly executed the same, and there were in such Memorandum contained, on the Part of himself, his Heirs, Executors, and Administrators, a Covenant to conform to all the Regulations of such Memorandum, subject to the Provisions of this Act.

S-VIII Shares to be taken by Subscribers of Memorandum of Association.

VIII Shares to be taken by Subscribers of Memorandum of Association.

VIII. Every Subscriber of the Memorandum of Association shall take One Share at the least in the Company: The Number of Shares taken by each Subscriber shall be set opposite his Name in such Memorandum of Association, and upon the Incorporation of the Company he shall be entered in the Register of Shareholders herein-after mentioned as a Shareholder to the Extent of the Shares he has taken.

S-IX Special Regulations may be prescribed by Articles of Association.

IX Special Regulations may be prescribed by Articles of Association.

IX. The Memorandum of Association may be accompanied by or have annexed thereto or endorsed thereon Articles of Association, signed by the Subscribers to the Memorandum of Association, and prescribing Regulations for the Company; but if no such Regulations are prescribed, or so far as the same do not extend to modify the Regulations contained in the Table marked B. in the Schedule hereto, such last-mentioned Regulations shall, so far as the same are applicable, be deemed to be the Regulations of the Company, and shall bind the Company and the Shareholders therein to the same Extent as if they had been inserted in Articles of Association, and such Articles had been registered.

S-X Form and Effect of Articles of Association.

X Form and Effect of Articles of Association.

X. The Articles of Association shall be in the Form marked C. in the Schedule hereto, or as near thereto as Circumstances admit: They shall, when registered, bind the Company and the Shareholders therein to the same Extent as if each Shareholder had subscribed his Name and affixed his Seal thereto or otherwise duly executed the same, and there were in such Articles contained, on the Part of himself, his Heirs, Executors, and Administrators, a Covenant to conform to all the Regulations of such Articles, subject to the Provisions of this Act.

S-XI Stamp on Memorandum of Association and Articles of Association, and Use of printed Copies.

XI Stamp on Memorandum of Association and Articles of Association, and Use of printed Copies.

XI. The Memorandum of Association and the Articles of Association shall respectively bear the same Stamps as if they were Deeds: Any Person signing a printed Copy of the Memorandum of Association or Articles of Association shall be deemed to have signed such Memorandum and Articles respectively, and where the proper Stamp has been duly fixed on such Memorandum of Association or Articles of Association it shall not be necessary to stamp any printed Copy so signed: The Execution by any Person of the Memorandum of Association or Articles of Association shall be attested by One Witness at the least; and Attestation by One Witness shall be sufficient Attestation inScotland as well as in England and Ireland .

S-XII Registration of Memorandum of Association and Articles of Association.

XII Registration of Memorandum of Association and Articles of Association.

XII. The Memorandum of Association and Articles of Association shall be delivered to the Registrar of Joint Stock Companies, who shall retain and register the same: There shall be paid to the Registrar of Joint Stock Companies, in respect of the several Matters mentioned in the Table marked D. in the Schedule hereto, the several Fees therein specified, or such smaller Fees as the Board of Trade may from Time to Time direct; and all Fees so paid shall be paid into the Receipt of Her Majesty's Exchequer, and be carried to the Account of the Consolidated Fund of the United Kingdom ofGreat Britain and Ireland .

S-XIII Effect of Registration.

XIII Effect of Registration.

XIII. Upon any such Memorandum of Association, either with or without Articles of Association as aforesaid, being registered, the Registrar shall certify under his Hand that the Company is incorporated, and in the Case of a Limited Company that the Company is limited: The Subscribers of the Memorandum of Association, together with such other Persons as may from Time to Time become Shareholders in the Company, shall thereupon be a Body Corporate by the Name prescribed in the Memorandum of Association, having a perpetual Succession and a Common Seal, with Power to hold Lands; but with such pecuniary Liability on the Part of the Shareholders as is herein-after mentioned: The Certificate of Incorporation given by the Registrar shall be conclusive Evidence that all the Requisitions of this Act in respect of Registration have been complied with; and the Date of such Certificate shall be deemed to be the Date of the Incorporation of the Company.

S-XIV Directors to be liable for Debts if Dividend be paid when the Company is known by them to be insolvent.

XIV Directors to be liable for Debts if Dividend be paid when the Company is known by them to be insolvent.

XIV. If...

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