Corporations (Upper Canada)

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There were two types of corporations at work in the Upper Canadian economy: the legislatively chartered companies and the unregulated joint stock companies. These two business forms had different legal standing; chartered corporations had a "separate personality" - they were a legal person quite distinct from its members or shareholders, a legal fiction which protected those shareholders with limited liability. In contrast, joint stock companies were made illegal by the English Bubble Act of 1720. Joint stock companies were considered extensive partnerships under common law, and English legislation limited these to a maximum of six partners. Without incorporation, the company was not considered a "separate personality." It could not hold property; this was held by trustees, who usually had to provide a bond or security. Without incorporation, the company could neither sue nor be sued at law. And without incorporation, shareholders were personally responsible for the debts to the company to the full extent of their personal property; shareholders were not protected by limited liability. There were, then, significant legal hurdles that made the joint stock company an unwieldy form of partnership.^[1]

Despite the difficulties in the unincorporated joint stock company form, it became increasingly popular in the late eighteenth century in Britain as the means through which public works were carried out. General public feeling was that all corporations, chartered or otherwise, should only be founded for the public benefit. Although a limited number of companies were formed for the purpose of for-profit trade, others were simply a way of controlling forms of common property.^[2]