Salomon v. Salomon & Co. Ltd. (November 16, 1896)
House of Lords, United Kingdom
- Appellant: Mr. Aron Salomon (the founder and majority shareholder)
- Respondents: Salomon & Co. Ltd. (the company), Mr. Salomon himself, and
The case of Salomon v. Salomon & Co. Ltd. is a landmark decision in company law
that deals with the principle of separate legal personality of a company and the
circumstances in which the corporate veil may be lifted.
Facts of the Case:
- Mr. Aron Salomon operated a successful boot and shoe business as a sole trader.
- To incorporate the business as a private limited company (Salomon & Co. Ltd.), he decided to convert his business into a company.
- Mr. Salomon held 20,001 of the company's 20,007 shares, with the remaining six shares being distributed among his wife, daughter, and four sons.
- Mr. Salomon sold his business to the newly formed company for �39,000, of which �10,000 was in shares, �20,000 in debentures (secured by a floating charge), and the rest in cash.
- The debentures were later transferred to Mr. Salomon, making him the sole secured creditor of the company.
- The company ran into financial trouble and was unable to pay its debts, including those owed to unsecured creditors.
- The primary issue in this case was whether the company, which had a separate
legal identity from its shareholders, could be regarded as an agent or "alias"
for Mr. Salomon. In other words, could the corporate veil be lifted to hold Mr.
Salomon personally liable for the company's debts?
Decision and Rationale:
Significance of the Judgement:
The case of Salomon v. Salomon & Co. Ltd. is of immense significance in company
law for several reasons:
- The lower courts initially ruled in favor of the unsecured creditors, arguing that the company was a mere fa�ade and Mr. Salomon should be held personally liable.
- However, the House of Lords, in a unanimous decision, upheld Mr. Salomon's position and ruled in favor of the appellant (Mr. Salomon).
- Lord Halsbury, delivering the leading judgment, emphasized the doctrine of separate legal personality. He stated that once a company is properly incorporated, it becomes a distinct legal entity, and its shareholders, even if they are related to the founder, are not personally liable for the company's debts.
- Lord Macnaghten added that "the company is at law a different person altogether from the subscribers to the memorandum."
- The House of Lords concluded that Mr. Salomon's company was a validly incorporated legal entity, and as such, Mr. Salomon was not personally liable for the company's debts, even though he held the majority of shares.
- Doctrine of Separate Legal Personality:
The case firmly established the principle that, once incorporated, a company has its own legal personality separate from its shareholders. This doctrine is the foundation of modern company law.
- Limited Liability:
Shareholders of a company enjoy limited liability, meaning their personal assets are protected from the company's debts. They can only lose the amount they invested in shares.
- Preservation of Corporate Veil:
The case set a high bar for situations in which the corporate veil could be lifted to hold shareholders personally liable for company debts. Courts are generally reluctant to disregard the separate legal identity of a company.
- Legal Clarity:
The decision provided legal clarity on the status of incorporated companies and their shareholders. It encouraged entrepreneurship and investment by offering limited liability protection.
- Corporate Structure:
The case highlighted the importance of properly maintaining the corporate structure, including adherence to corporate formalities and preventing misuse of the corporate form.
Overall, the Salomon case is a cornerstone of company law and continues to be
cited and studied extensively in the field of business and company law. It
represents a crucial balance between protecting the interests of shareholders
and safeguarding the rights of creditors and other stakeholders in corporate