Introduction

• Author: Suzanne Ffolkes Goldson
• Profession: Attorney-at-Law and Senior Lecturer in the Faculty of Law at The University of the West Indies, Mona
• Pages: 1-9

Introduction

Company law in the Commonwealth Caribbean was originally adopted from a

series of United Kingdom (UK) Companies Acts dating from 1844–1948.1 e 1864

Jamaica Companies Act was based on the English 1862 Companies Act and the 1965

Jamaica Companies Act was based on the 1948 English Companies Act. is was the

natural result of colonialism and, in particular, the control of the economic activities

of the colonies before and immediately after independence. e Commonwealth

Caribbean started its quest for a new company law regime as far back as the late

1970s at the same time as most of Britain’s former colonies.2 By the early 1970s it was

recognized that the UK company law model was out of step with modern approaches

to business. Many provisions of the old UK Companies Acts have been variously

characterized as ‘obsolete’, ‘anachronistic’ and ‘trivially arcane’. Canada led the way

to reform of Company Law, for a number of Commonwealth countries, with the

introduction of the Canada Business Corporations Act (CBCA) in 1975. e precepts

which were kept in mind by the authors of the CBCA3 were those stated by HW

Ballantine:4

e primary purpose of corporation laws is not regulatory. ey are enabling acts,

to authorize businessmen to organize and to operate their business, large or small,

with the advantages of the corporate mechanism, they are drawn with a view to

facilitate ecient management of business and adjustment to the needs of change.

ey provide the legal frame and nancial structure of the intricate corporate device

by which business can be carried out and in which the combined energies and the

capital of the managers and of many investors may work together. ey deal with

the internal aairs of the organization, the content of the articles of incorporation,

the rights of the shareholders, the powers and liabilities of directors, the authorized

nance, such as the withdrawal of funds by way of dividends, and share purchases,

the corporate records, the authorization of organic changes such as amendments,

sale of entire assets, merger and consolidation, and dissolution and winding up.

Some of these provisions are regulatory, seeking to prevent abuses of management

and also the majority and to protect minority shareholders and creditors.

1. Andrew Burgess, Commonwealth Caribbean Company Law (New York: Routledge 2013),

1–9.

2. Canada introduced the Canada Corporations Act 1970 and later the Canada Business

Corporations Act 1975. South Africa introduced its Companies Act in 1973. Other

territories introduced companies legislation prior to 1970, including Ghana in 1963 and

Singapore in 1967.

3. RWV Dickerson, JL Howard, L Getz, Proposals for a New Business Corporations Law for

Canada Vol 1, Commentary (Ottawa: Information Canada, Ottawa, 1971) [8] [9].

4. HW Ballantine, Ballantine on Corporations (Callaghan and Company 1946) 41–42.