Joint Stock Companies Act 1844
| Jurisdiction | UK Non-devolved |
(7 & 8 Vict.) C A P. CX.
[5th September 1844]
'WHEREAS it is expedient to make Provision for the due Registration of Joint Stock Companies during the Formation and Subsistence thereof; and also, after such complete Registration as is herein-after mentioned, to invest such Companies with the Qualities and Incidents of Corporations, with some Modifications, and subject to certain Conditions and Regulations; and also to prevent the Establishment of any Companies which shall not be duly constituted and regulated according to the Provisions of this Act:' Now be it 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, That this Actshall come into operation at the following Times; that is to say, as to the Officers to be appointed in pursuance hereof for the Registration of Companies, and the Regulation of the Office hereby provided for that Purpose, immediately on the passing hereof; and as to all Companies to which this Act is to apply, and all other the Provisionsherein-after contained, except such as relate to such Officers and Office as aforesaid, on the First Day ofNovember in the Year One thousand eight hundred and forty-four.
II Operation of Act as to Companies.
II. And be it enacted, That this Act shall apply to every Joint Stock Company, as herein-after defined, established in any Part of the United Kingdom ofGreat Britain and Ireland except Scotland ,or established in Scotland and having an Office or Place of Business in any other Part of the United Kingdom, for any commercial Purpose, or for any Purpose of Profit, or for the Purpose of Assurance or Insurance (except Banking Companies, Schools, and Scientific and Literary Institutions, and also Friendly Societies, Loan Societies, and Benefit Building Societies, respectively duly certified and enrolled under the Statutes in force respecting such Societies, other than such Friendly Societies as grant Assurances on Lives to the Extent herein-after specified;) and that the Term ‘Joint Stock Company’ shall comprehend,—
Every Partnership whereof the Capital is divided or agreed to be divided into Shares, and so as to be transferable without the express Consent of all the Copartners; and also,
Every Assurance Company or Association for the Purpose of Assurance or Insurance on Lives, or against any Contingency involving the Duration of Human Life, or against the Risk of Loss or Damage by Fire, or by Storm or other Casualty, or against the Risk of Loss or Damage to Ships at Sea or on Voyage, or to their Cargoes, or for granting or purchasing Annuities on Lives; and also every Institution enrolled under any of the Acts of Parliament relating to Friendly Societies, which Institutions shall make Assurances on Lives, or against any Contingency involving the Duration of Human Life to an Extent upon One Life or for any One Person to an Amount exceeding Two hundred Pounds, whether such Companies, Societies, or Institutions shall be Joint Stock Companies or Mutual Assurance Societies, or both; and also,
Every Partnership which at its Formation, or by subsequent Admission (except any Admission subsequent on Devolution or other Act in Law), shall consist of more than Twenty-five Members:
And that, except where the Provisionsof this Act are expressly applied to Partnerships existing before the said First Day ofNovember, it shall be held to apply only to Partnerships the Formation of which shall be commenced after that Date: Providednevertheless, that, except as herein-after specially provided, this Act shall not extend to any Company for executing any Bridge, Road, Cut, Canal, Reservoir, Aqueduct, Waterwork, Navigation, Tunnel, Archway, Railway, Pier, Port, Harbour, Ferry, or Dock which cannot be carried into execution without obtaining the Authority of Parliament: Providedalso, that, except as herein-after is specially provided, this Act shall not extend to any Company incorporated or which may be hereafter incorporated by Statute or Charter, nor to any Company authorized or which may be hereafter authorized by Statute or Letters Patent to sue and be sued in the Name of some Officer or Person.
III Construction of Words.
III. And be it declared, That the following Words and Expressions axe intended to have the Meanings hereby assigned to them respectively, so far as such Meanings are not excluded by the Context or by the Nature of the Subject Matter; that is to say,
The Word ‘Company,’ to mean any Joint Stock Company or other Institution, as before defined:
The Expression ‘Assurance Company,’ to mean any Assurance Company, Association, or Institution, as before defined:
The Word ‘Directors’ to mean the Persons having the Direction, Conduct, Management, or Superintendence of the Affairs of a Company:
The Expression ‘Promoter,’ or ‘Promoter of a Company,’ to apply to every Person acting by whatever Name in the forming and establishing of a Company at any Period prior to the Company obtaining a Certificate of complete Registration as herein-after mentioned:
The Word ‘Subscriber’ to mean any Person who shall have agreed in Writing to take or have taken any Shares in a proposed Company or in a Company formed, and who shall not have executed the Deed of Settlement, or a Deed referring thereto:
The Word ‘Shareholder’ to mean any Person entitled to a Share in a Company, and who has executed the Deed of Settlement, or a Deed referring to it, or, in the Case of Mutual Assurance Societies, any Person who shall be an assured Member thereof:
The Word ‘Person’ to apply to Bodies Politic or Corporate, whether sole or aggregate:
The Expression ‘Commissioners of the Treasury’ to apply to the Lord High Treasurer for the Time being, or the Commissioners of Her Majesty's Treasury for the Time being, or any Three or more of them:
The Expression ‘Committee of Privy Council for Trade’ to mean the Lords of the Committee of Her Majesty's Privy Council for the Consideration of all Matters of Trade and Plantations:
The Expression ‘Secretary of the Committee’ to mean One of the Joint Assistant Secretaries of the said Committee of Privy Council for Trade:
The Word ‘Justice’ to mean a Justice of the Peace for the County, City, Borough, Liberty, or Place where the Matter requiring the Cognizance of any Justice shall arise, and who shall not be interested in the Matter:
The Expression ‘special Authority’ to mean any Deed of Settlement, Bye Laws, Letters Patent, Charter, or Local and Personal Act of Parliament, by which Powers are conferred or Regulations prescribe with reference to any individual Company:
The Word ‘prescribed’ to mean provided for by special Authority:
The Word ‘Month’ to mean Calendar Month:
The Expression ‘Superior Courts’ to mean Her Majesty's Superior Courts of Law or Equity inEngland or Ireland :
The Word ‘Occupation,’ when applied to any Person, to mean his Trade or Following, and, if none, then his Rank or usual Title, as Esquire, Gentleman:
The Expression ‘Place of Residence’ to include the Street, Square, or Place where the Party shall reside, and the Number (if any) or other Designation of the House in which he shall so reside:
The Word ‘Oath’ to include Affirmation or other Declaration lawfully substituted for an Oath:
And generally, whensoever, with regard to any Matter, or to any Function in respect thereof, the Name of an Officer (whether a public Officer or an Officer of a Company) ordinarily having Cognizance of such Matter, or ordinarily exercising such Function, is mentioned, such Reference is to be understood to apply as well to any other Person or Officer who may have Cognizance of such Matter, or exercise such Function in respect of such Matter:
And, subject as aforesaid to the Context and to the Nature of the Subject Matter, Words denoting the Singular Number are to be understood to apply also to a Plurality of Persons or Things, and Words denoting the Masculine Gender are to be understood to apply also to Persons of the Feminine Gender.
IV Registration of Companies. — Provisional Registration: Returns by Promoters of Companies.
IV. And be it enacted, That before proceeding to make public, whether by way of Prospectus, Handbill, or Advertisement, any Intention or Proposal to form any Company for any Purpose within the Meaning of this Act, whether for executing any such Work as aforesaid under the Authority of Parliament, or for any other Purpose, it shall be the Duty of the Promoters of such Company and they or some of them are hereby required to make to the Office hereby provided for the Registration of Joint Stock Companies (and herein-after called the Registry Office) Returns of the following Particulars according to the Schedule (C.) hereunto annexed; that is to say,
1. The proposed Name of the intended Company; and also,
2. The Business or Purpose of the Company; and also,
3. The Names of its Promoters, together with their respective Occupations, Places of Business (if any), and Places of Residence;
And also the following Particulars, either before or after such Publication as aforesaid, when and as from Time to Time they shall be decided on; viz.,
4. The Name of the Street, Square, or other Place in which the provisional Place of Business or Place of Meeting shall be situate, and the Number (if any) or other Designation of the House or Office; and also,
5. The Names of the Members of the Committee or other Body acting in the Formation of the Company, their respective Occupations, Places of Business (if any), and Places of Residence, together with a...
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