The Limited Liability Act 1855 (18 & 19 Vict. c. 133) was an act of the Parliament of the United Kingdom that first expressly allowed limited liability for corporations that could be established by the general public in England and Wales as well as Ireland.Mayson, French and Ryan (2005) 55 The Act did not apply to Scotland,Limited Liability Act 1855, s.18 where the limited liability of shareholders for the debts company debts had been recognised since the mid-18th century with the decision in the case of Stevenson v McNair. 14667 Although the validity of the decision in that case had come to be doubted by the mid-19th century,Kenneth G. C. Reid, 'Embalmed in Rettie: The City of Glasgow Bank and the Liability of Trustees' in Andrew Burrows, David Johnston and Reinhard Zimmermann (Eds.), [Judge and Jurist: Essays in Memory of Lord Rodger of Earlsferry], (Oxford University Press, 2013), at 492 the Joint Stock Companies Act 1856 (19 & 20 Vict. c. 47), which applied across the UK, put the matter beyond doubt by settling that Scottish 'companies' could be possessed of both separate legal personality and limited liability.
Overview Under the Act, shareholders were still liable directly to creditors for the unpaid portion of their shares. The modern principle that shareholders are liable to the corporation was introduced by the Joint Stock Companies Act 1844(7 & 8 Vict. c. 110).
The act allowed limited liability to companies of more than 25 members (shareholders). Insurance companies were excluded from the act, though it was standard practice for insurance contracts to exclude action against individual members. Limited liability for insurance companies was allowed by the Companies Act 1862 (25 & 26 Vict. c. 89).
Debate In the House of Lords, a considerable amount of opposition existed to the idea that companies should have the advantage of limited liability. Many peers objected to what appeared to them as the government rushing through the bill as if its urgency was connected to the effort in the Crimean War. Earl Grey was one of them:HL Debs, vol ? col 1904 (7 August 1855)
Earl Granville replied to those concerns:HL Debs, vol 139, col 1903 (7 August 1855)
Repeal The whole act was repealed by section 1 of, and the schedule to, the Statute Law Revision Act 1875 (38 & 39 Vict. c 66).
See also Companies Act Companies Act 2006 Joint Stock Companies Act 1844 Joint Stock Companies Act 1856 Utopia, Limited
Notes
References
https://api.parliament.uk/historic-hansard/lords/1855/aug/07/limited-liability-bill#S3V0139P0_18550807_HOL_4
Bibliography Gibbons, David. The Limited Liability Act, 18th & 19th Victoria, Cap. 133. John Weale. High Holborn, London. 1855. Paterson, W (ed). "Limited Liability Act". The Practical Statutes of the Session 1855. John Crockford. Essex Street, Strand, London. Pages 556 to 570.