limited liability

a liability restricted by law or contract, as the liability of owners of shares in a corporation or limited company, or that of a special partner.

[1850-55]

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Condition under which the loss that an owner (shareholder) of a business may incur is limited to the capital invested in the business and does not extend to personal assets.

The forerunners of limited-liability companies were limited partnerships, which were common in Europe and the U.S. in the 18th and early 19th centuries. In limited partnerships, one partner is entirely liable for losses and the other partners are liable only for the amounts they invested in the business. After the Joint-Stock Companies Act (1844) in England made incorporation easier, joint-stock companies with limited liability for all members became widespread. The development of the limited-liability company was crucial to the rise of large-scale industry in the late 19th and 20th centuries, since it enabled businesses to mobilize capital from a variety of investors who were unwilling to risk their entire personal fortunes in their investments. See also risk.

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▪ law

      condition under which the loss that an owner (shareholder) of a business firm may incur is limited to the amount of capital invested by him in the business and does not extend to his personal assets. Acceptance of this principle by business enterprises and governments was a vital factor in the development of large-scale industry, because it enabled business concerns to mobilize large amounts of capital from a wide variety of investors who were understandably unwilling to risk their entire personal fortunes in their investments.

      Joint-stock companies (joint-stock company) in which members had transferable shares of joint or common stock had become widespread in England in the 17th century to meet the requirements of the new trading companies operating in remote lands in which the financial and political risks were greater. A speculative panic in 1720 resulted in a severe setback to joint-stock enterprise, however, and legislation passed that year made it much more difficult for such companies to obtain charters.

      To meet the need for larger amounts of capital in industry, limited partnerships became popular. Known as the société en commandite in France and Kommanditgesellschaft in Germany, the limited-partnership arrangement required at least one partner to be totally liable as in a regular partnership (q.v.) and allowed other partners to be liable only for the amounts invested by them in the business. Limited partnerships were common on the European continent and in the United States in the 18th and early 19th centuries, and in England many unincorporated joint-stock companies were in existence by 1825.

      The legal inadequacies regarding extended partnerships and unincorporated joint-stock companies and the need for larger and larger amounts of capital gradually led to the acceptance of the corporate form of enterprise. In England the Joint-Stock Companies Act (1844) made incorporation possible merely by registration, and between 1844 and 1862 the full joint-stock company with limited liability for all shareholders became widespread. The formation of corporate enterprises was also made simpler in France and Germany during the 1860s and '70s. From this point forward, the limited-liability company was established as the most important form of commercial association in modern economies. See also corporation.

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