Great Parliaments of the past – for Corporate lawyers

Published on 30th Apr 2015

As a new Parliament looms, we look at how past Prime Ministers and parties created the modern framework of company law.

Year Act or event Interest Prime Minister or Chief Minister Governing party
1600 East India Company formed

– The first major joint stock company in English history

– Established by Royal Charter

Sir Robert Cecil Elizabeth I and her ministers
1720 The Bubble Act

– Made non-charter companies illegal

– Effectively giving the South Sea Company a monopoly over investors’ capital

The Earl Stanhope George I
1844 The Joint Stock Companies Registration and Regulation Act

– Companies allowed to incorporate other than by Act of Parliament or Royal Charter

– Registrar of Joint Stock Companies created

-…but members still did not have limited liability

Sir Robert Peel Conservative
1855 Limited Liability Act Members’ liability finally restricted to the amount unpaid on their shares Viscount Palmerston Liberal
1856 Joint Stock Companies Act

– Codified existing legislation

– Introduced the Memorandum and Articles of Association

Viscount Palmerston Liberal
1862 The Companies Act

– Codified existing legislation

– Allowed a liquidator to bring an action against directors in connection with offences involving the company

Viscount Palmerston Liberal
1900 The Companies Act Introduced the compulsory audit of accounts The Marquess of Salisbury (a direct descendant of Sir Robert Cecil, see above) Conservative and Unionist
1908 Companies (Consolidation) Act 1908 Codified the 16 company-related Acts since 1862 Asquith Liberal
1948 The Companies Act

– The first “modern” Companies Act

– We still occasionally come across companies with 1948 Act Articles of Association

Attlee Labour
1980 and 1981 The Companies Act The first Companies Acts to implement European Community law – the Second and Fourth EC Company Law Directives, on share capital and accounts Thatcher Conservative
1985 The Companies Act

– A major codification of company law

– Some financial services legislation was removed from the Companies Acts and established as “stand-alone” legislation ahead of the 1986 “Big Bang”, resulting in the Financial Services Act 1986

– Insolvency legislation was also carved out into the Insolvency Act 1986

Thatcher Conservative
1989 The Companies Act Implemented the Seventh and Eighth Company Law Directives on consolidated accounts and auditors Thatcher Conservative
2006 The Companies Act

– Still referred to as “the new Act” by older practitioners

– Replaced all existing company law, bar some minor provisions of the 1985 and 1989 Acts

– Presented as a major overhaul of companies legislation…

– …but although it clarified directors’ duties, made some aspects of private company administration easier and removed the statutory prohibition on financial assistance for private companies, the Act was a missed opportunity to simplify and shorten companies legislation

– …as indicated by it being the longest Act ever passed by Parliament

Blair Labour
Share
Interested in hearing more from Osborne Clarke?

* This article is current as of the date of its publication and does not necessarily reflect the present state of the law or relevant regulation.

Connect with one of our experts

Interested in hearing more from Osborne Clarke?