45.
registered as a company under the Act, was a company formed in pursuance of another Act or of letters patent, or was a company engaged in working mines within and subject to the jurisdiction of the Stannaries. Two kinds of purpose were identified in s 4 of the 1862 UK Act – first, the purpose of carrying on the business of banking and, secondly, the purpose of carrying on any other business that had for its object the acquisition of gain by the company, association, or partnership, or by the individual members thereof. Ten persons might form a company, association or partnership for the purpose of carrying on the business of banking without being incorporated; twenty was the limit imposed in respect of companies of persons formed to carry on any other business having for its object the acquisition of gain by the company or its members.
102 Some light was cast upon what was meant by a "Company … formed … for the Purpose of carrying on any other Business that has for its Object the Acquisition of Gain by the Company … or by the individual Members thereof", by s 21 of the 1862 UK Act. That section, so far as now relevant, provided:
"No Company formed for the Purpose of promoting Art, Science, Religion, Charity, or any other like Object, not involving the Acquisition of Gain by the Company or by the individual Members thereof, shall, without the Sanction of the Board of Trade, hold more than Two Acres of Land".
As Jessel MR was later to point out[1], the 1862 UK Act thus sought to distinguish between "commercial undertakings" and "what we may call literary or charitable associations".
103 Some Australian colonies had passed legislation relating to companies before the 1862 UK Act was enacted[2]. But the 1862 UK Act was taken as the model for equivalent legislation in the colonies of Queensland in 1863[3],
- ↑ In re Arthur Average Association for British, Foreign, and Colonial Ships; Ex parte Hargrove & Co (1875) LR 10 Ch App 542 at 548.
- ↑ See, for example, New South Wales legislation predating the separation of Victoria and Queensland, dealing with banking and other companies (6 Vict No 2), and joint stock companies (11 Vict No 19 and 11 Vict No 56), and Victorian legislation dealing with limited liability (17 Vict No 5 and 24 Vict No 109), and the Mining Association Act 1858 (Vic).
- ↑ The Companies Act 1863 (Q).
