It is only when a creditor begins to fear he may not be paid that he thinks of looking at the register; and until a person is a creditor he has no right of inspection. In conformity with the suggestion thus made by the Bench, a new and alternative claim was added for i a declaration that the appellant is liable to indemnify the company against the whole of their unsecured debts, ii judgment against him for 7,733 pounds 8s 3d, being the amount of these debts, and iii a lien for that amount upon all sums which might be payable to the appellant by the company, in respect of his debentures or otherwise, until the judgment was satisfied. In my opinion, no such case has been made out, and I do not think that the respondent company are entitled to any such relief. It seems doubtful whether a liquidator as representing and in the name of the company can sue its members for redress against a fraud which was committed by the company itself and by all its shareholders. The assets of the company were not even sufficient to discharge the debentures held entirely by Solomon himself. If legal daamage might result in each case, it would seem irrational to draw distinctions. There are, it seems to me, two answers to that argument.
He at the same time suggested that a different remedy might be open to the company, and, on the motion of their counsel, he allowed the counterclaim to be amended. The plaintiff, being a shareholder, did not have any legal or beneficial interest in that property merely because of his shareholding. Salomon is seldom analyzed by economic or social historians, nor is it discussed in works of jurisprudence and legal theory. Moreover, the Corporations Act states that any sort of company, not just a proprietary company, may be established with only one member and may continue to exist with only one member section 114. I do not think the price of the appellant's business which seems to have been a genuine one, and for some time a prosperous business was so excessive as to afford grounds for rescission; and as regards the cash portion of the price, it must be observed that, as the appellant held the bulk of the shares, or the respondents say was the only shareholder, the money required for the payment of it came from himself in the form either of calls on his shares or profits which would otherwise be divisible. Even the creditors could not have raised the question of fraud, for they had ample notice of the limi- tation of liability and the charges oni the capital stock. A company and the person or persons constituting its directing mind are two or more separate persons in law.
The lord justices of appeal variously described the company as a myth and a fiction and said that the incorporation of the business by Mr. I do not think that the interest of justice requires that it now be permitted to simply disregard the corporate veil. Courts are generally reluctant to pierce the corporate veil, and this is only done when liability is imposed to reach an equitable result. The price on paper was extravagant. Here, it is true, Salomon owned all the shares except six, so that if the business were profitable he would be entitled, substantially, to the whole of the profits.
A company reserves the rights to enter into legal relationships and employment contracts with the members of the company. On appeal, the second court also agreed with the creditors finding that the creation of A. Where this is the case, the only motive of the courts in lifting he veil is the restoration of equity. Still less is it possible to contend that the motive of becoming shareholders or of making them shareholders is a field of inquiry which the statute itself recognises as legitimate. It is aimed at giving investors minimum insurance in their business over their own private lives. He held nearly all the shares, and had received debentures on the transfer into the company of his former business. I have long thought, and I believe some of your Lordships also think, that the ordinary trade creditors of a trading company ought to have a preferential claim on the assets in liquidation in respect of debts incurred within a certain limited time before the windingup.
The nominal capital of the company was 40,000 pounds, divided into 1 pound shares; 20,007 shares were issued, of which the appellant held 20,001, the other signatories of the memorandum of association holding one share each. Thurman W Arnold, The Folklore of Capitalism Yale University Press, New Haven, 1937 , p 185. In my opinion, it makes no difference. The object of the whole arrangement is to do the very thing which the Legislature intended not to be done. Lee was killed in an air crash while working for the company. The case presented by the liquidator broke down completely; but the learned judge suggested that the company had a right of indemnity against Mr.
Francis B Palmer, Private Companies: Their Formation and Advantages and the Model of Converting a Business into a Private Company 11th ed, Stevens, London, 1901 , p 6. Aron Salomon swept his debenture funds back up but some £7,773 remained owing by A. Salomon's case established the independent corporate existence of a registered company, a principle of the greatest importance in company law. Normal creditors when dealing with the limited liability company have an opportunity to access the risk of doing business. But as the law at present stands, there is certainly nothing unlawful in the creation of such debentures. Such cases may be: Reduction of membership: If at any time, the number of members is reduced below the statutory minimum, and the companies carries on business beyond that minimum while the number is so reduced, the law can pierce the corporate veil under the relevant law and makes persons behind the company personally liable in spite of their limited liability otherwise.
He held 20,000 but the register of members also included one share to each of his wife, daughter and four sons. In Adams v Cape Industries Plc 1990 , Cape, an English company, mined and marketed asbestos. In other words, it has legal personality and is often described as an artificial person in contrast with a human being or natural person. That a company may contract with the holder of the bulk of its shares, and such contract will be binding though carried by the votes of that shareholder, was decided in North-West Transportation Co. The company must, therefore, be regarded as a corporation, but as a corporation created for an illegitimate purpose. In September 1892 the appellant applied for and obtained an allotment of 20,000 shares; and from that date until an order was made for its compulsory liquidation, the share register of the company remained unaltered, 20,001 shares being held by the appellant, and six shares by his wife and family.
Robert Baxt, Keith Fletcher, and Saul Fridman, Afterman and Baxt's Cases and Materials on Corporations and Associations 7th ed, Butterworths, Sydney, 1996 , p 155. We start, then, with the assumption that the respondents have a corporate existence with power to site and be sued, to incur debts and be wound-up, and to act as agents or as trustees, and I suppose, therefore, to hold property. The learned judge thought the liquidator entitled to the relief asked for and made the order complained of. If the judgment of the Court of Appeal be pushed to its logical conclusion all these companies must, I think, be held to be trustees for the partners who transferred the business to them, and those partners must be declared liable, without limit, to discharge the debts of the company. The shareholders are not liable to creditors for the debts of the company. At a particular level, however, it was a bad decision.
Arnaud ; In re Ambrose Lake Tin and Copper Mining Co. But, short of such proof, it seems to me impossible to dispute that once the company is legally incorporated it must be treated like any other independent person with rights and liabilities appropriate to itself, and that the motives of those who took part in the promotion of the company are absolutely irrelevant in discussing what those rights and liabilities are. The appellant afterwards had 20,000 shares allotted to him. But in the present case the agreement of July 20 was in the full knowledge of the facts, approved and adopted by the company itself, if there was a company, and by all the shareholders who ever were or were likely to he members of the company. The House of Lords in the Salomon case affirmed the legal principle that, upon incorporation, a company is generally considered to be a new legal entity separate from its shareholders. They kept pressing their father to give them a share in the concern.
In fact, the concept of separate legal personality goes hand in hand with the doctrine of limited liability. In September 1892, the appellant applied for and obtained an allotment of 20,000 shares; and from that date until an order was made for its compulsory liquidation, the share register of the company remained unaltered, 20,001 shares being held by the appellant and six shares by his wife and family. Aron Salomon had a going concern. That a company may contract with the holder of the bulk of its shares, and such contract will be binding, though carried only by the votes of that shareholder, was decided in North-West Transportation Co v Beatty 3. I am simply here dealing with the provisions of the statute, and it seems to me to be essential to the artificial creation that the law should recognise only that artificial existence, quite apart from the motives or conduct of individual corporators. Marshalling participants in large commercial enterprises and acting as a nominee to hold the legal title to assets are two other important functions. He took proceedings at once, and got a receiver appointed.