ABSTRACT

The foundations of UK company law can be seen in three Acts passed in 1844, 1855 and 1862. The 1844 Act was followed by the 1855 Act (‘an act for limiting the liability of members of certain joint stock companies’) which introduced limited liability. The 1862 Act (‘an act for the incorporation, regulation and winding-up of trading companies and other associations’) was passed in order to ‘consolidate and amend’ all the previous legislation. The main structure of our present Companies Acts can be seen clearly in these first Acts and, in particular, the key role given to the general meeting in terms of regulation. Regulation was by ‘shareholders’ in the 1844 Act but by ‘members’ in both the following Acts. We focus below on certain features of the Acts which touch on the requirement for general meetings.