Limited Liability Act 1855

JurisdictionUK Non-devolved
Citation1855 c. 133
Year1855
Anno Regni VICTORI, Britanniarum Regin,Decimo Octavo & Decimo Nono. An Act for limiting the Liability of Members of certain Joint Stock Companies.

(18 & 19 Vict.) C A P. CXXXIII.

[14th August 1855]

'WHEREAS it is expedient to enable Members of Joint Stock Companies to limit the Liability for the Debts and Engagements of such Companies to which they are now subject:' 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 Mode of obtaining Limited Liability by future Companies under 8 Vict. c. 110.

I Mode of obtaining Limited Liability by future Companies under 8 Vict. c. 110.

I. Any Joint Stock Company to be formed under the Act of the Eighth Year of Her Majesty, Chapter One hundred and ten, (other than an Assurance Company,) with a Capital to be divided into Shares of a nominal Value not less than Ten Pounds each, may obtain a Certificate of Complete Registration with Limited Liability upon complying with the Conditions following, in addition to doing all other Matters and Things now required in order to obtain a Certificate of Complete Registration; that is to say,

(1) (1.) The Promoters shall state on their Returns to the Office for Provisional Registration that such Company is proposed to be formed with Limited Liability:

(2) (2.) The Word ‘Limited’ shall be the last Word of the Name of the Company:

(3) (3.) The Deed of Settlement shall contain a Statement to the Effect that the Company is formed with Limited Liability:

(4) (4.) The Deed of Settlement shall be executed by Shareholders, not less than Twenty-five in Number, holding Shares to the Amount in the aggregate of at least Three Fourths of the nominal Capital of the Company, and there shall have been paid up by each of such Shareholders on account of his Shares not less than Twenty Pounds per Centum:

(5) (5.) The Payment of the above Per-centage shall be acknowledged in or endorsed on the Deed of Settlement, and the Fact of the same having been bon fide so paid shall be verified by a Declaration of the Promoters, or any Two of them, made in pursuance of the Act made in the Sixth Year of the Reign of His late Majesty King William the Fourth, Chapter Sixty-two:

And upon such Conditions being complied with, and such other Matters and Things done, the Registrar of Joint Stock Companies shall grant a Certificate of Complete Registration with Limited Liability to such Company.

S-II Mode of obtaining Limited Liability by Companies now or hereafter registered.

II Mode of obtaining Limited Liability by Companies now or hereafter registered.

II. Any Joint Stock Company, except as aforesaid, now or hereafter completely registered under the said Act of the Eighth Year of Her Majesty, may obtain a Certificate of Complete Registration with Limited Liability, in manner and subject to the Condition following; that is to say,

The Directors of such Company may, with the Consent of at least Three Fourths in Number and Value of its Shareholders who may be present, personally or by Proxy, at any General Meeting summoned for that Purpose, make such Alteration in the Name, nominal Value of Shares, and Deed of Settlement of the Company as may be necessary for enabling it to comply with the Conditions herein-before mentioned with respect to Joint Stock Companies seeking to obtain Certificates of Complete Registration with Limited Liability; and upon Compliance with such Conditions, the Registrar, after the Affairs of the Company shall at the Expense of the Company have been audited by some Person appointed by the Board of Trade, and on Certificate from the said Board that the complete Solvency thereof has been established on such Audit to its Satisfaction, shall grant to such Company, by its new Name, a Certificate of Complete Registration with Limited Liability, and thereupon all Privileges and Obligations hereby attached to Companies with Limited Liability, their Shareholders, Directors, and Officers, shall attach to the Company named in such Certificate, its Shareholders, Directors, and Officers.

S-III Mode of obtaining Limited Liability by existing Companies constituted under Private Acts of Parliament.

III Mode of obtaining Limited Liability by existing Companies constituted under Private Acts of Parliament.

III. Any Joint Stock Company, except as aforesaid, constituted under any private Act of Parliament, whereof it shall be proved to the Satisfaction of the Board of Trade, after the Affairs of the Company shall, at the Expense of the Company, have been audited by some Person appointed by the Board of Trade, that the said Company is perfectly solvent, and that not less than Twentyper Centum of Three Fourths of the nominal Capital of such Company has been paid up, may obtain a Certificate of Complete Registration with Limited Liability, in manner and subject to the Condition following; that is to say,

The Directors of such Company may, with the Consent of at least Three Fourths in Number and Value of its Shareholders who may be present, personally or by Proxy, at any General Meeting summoned for that Purpose, make such Alteration in the Name and nominal Value of Shares as may be necessary for enabling it to comply with the Condition in that Behalf herein-before mentioned with respect to Joint Stock Companies seeking to obtain Certificates of Complete Registration with Limited Liability; and upon Compliance with such Condition the Registrar, on Receipt of a Certificate of the Solvency of the Company, and of the Payment of Capital as before mentioned, shall grant to such Company, by its new Name, a Certificate of Complete Registration...

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