PART I. THE COMPANIES ACTS. THE COMPANIES ACT, 1862. 25 & 26 VICT. C. 89. An Act for the incorporation, regulation, and winding up of [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. 1. This Act may be cited for all purposes as "The Com- Short title. panies Act, 1862." ment of Act. 2. This Act, with the exception of such temporary enact- Commencement as is hereinafter declared to come into operation immediately (a), shall not come into operation until the second day of November one thousand eight hundred and sixty-two, and the time at which it so comes into operation is hereinafter referred to as the commencement of this Act. (a) s. 209. B Definition of insurance company. Prohibition of partnerships exceeding certain number. 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. This section disposes of the doubts raised by London Monetary Co. v. Smith (a) and London and Provincial Provident Society v. Ashton (b). 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. As to the application of the Act to companies existing at the time of its commencement, and as to the registration of such companies under it, see Parts VI. and VII. of the Act, and sect. 209. As to the liability of a banking company in respect of its issue of notes, see sect. 182. As to banking partnerships, see Sch. III. Pt. 2. By the Companies Act, 1867, s. 23 (v. infra) an association formed for purposes not of gain may, by licence of the Board of Trade, register with limited liability, without the addition of the word "limited" to its name. An association formed for the purpose of farming and grazing is within this section, and unless registered is illegal. Farming, although not a "trade," is a "business," and has for its object the acquisition of gain (c). Companies formed after the commencement of the Act, and required to register under this section, are, unless registered, illegal; companies formed before the commencement of the Act, and required by sect. 209 to register under it, are not illegal, unless registered, but, until registration, are subject to the penalties imposed by sect. 210. (a) 3 H. & N. 543. |