Salomon v A Salomon & Co Ltd
[1897] AC 22 · [1896] UKHL 1
House of Lords · 1897
Good law
Headnote
Confirmed that a duly incorporated company is a separate legal person distinct from its shareholders, however few they may be.
Bench
Lord Halsbury LC, Lord Watson, Lord Herschell, Lord Macnaghten, Lord Davey
Facts
Mr Salomon incorporated his boot business, taking debentures secured over its assets. On liquidation, unsecured creditors argued the company was a sham agent for him.
Held
The company was validly formed and separate from Mr Salomon; his secured debentures ranked ahead of unsecured creditors.
Key passage
“The company is at law a different person altogether from the subscribers to the memorandum.”
[1897] AC 22, 51 (Lord Macnaghten)
Citation formats
OSCOLA
Salomon v A Salomon & Co Ltd [1897] AC 22 (HL) 51.
Neutral
Salomon v A Salomon & Co Ltd [1896] UKHL 1.
Short form
Salomon (n 1) 51.