Legal framework development - House of Fraser

Dates: 1849-
Description: Legal framework development is the activity of establishing and, where appropriate, changing the legal status of the business.

Biographical history
Before 1909, responsibility for establishing and changing the legal status of the business fell to the partners. Between 1875 and 1894 when the business was administered by the trustees of the late Hugh Fraser in conjunction with the partners, the responsibility was shared by the trustees. In 1909, the Glasgow firm of solicitors, Holmes, Mactavish, Mackillop & Co, was employed to handle the business of registering Fraser Sons & Co as a private limited liability company under the terms of the Companies (Consolidation) Act 1908. This included the preparation and delivery to the Registrar of Companies of all relevant deeds including the memorandum and articles of association (ref: FRAS 1), the schedule of directors’ names, the notice of registered office and the statement of nominal capital. An invoice and receipt relating to the registration survive (ref: FRAS 291). On 27 May 1909, the board of directors appointed Holmes, Mactavish, Mackillop & Co as the company’s solicitors, to provide legal advice and handle future changes in the company's legal status. In 1941, the company's solicitors, who at this date were the Glasgow firm of Rosslyn Mitchell & Son, registered a new company, House of Fraser Ltd, to act as a vehicle for future acquisitions. As before, they prepared and delivered to the Registrar all relevant deeds including the memorandum and articles of association of the new company (ref: FRAS 12). In 1947, Fraser Sons & Co Ltd was liquidated and its assets transferred to House of Fraser Ltd. New articles of association (ref: FRAS 14/1) for House of Fraser Ltd were prepared by the company's solicitors, Mackenzie, Innes & Logan, of Edinburgh. In March 1982, in compliance with new company law, House of Fraser Ltd was re-registered as a public company, House of Fraser plc. The memorandum and articles of association (ref: FRAS 14/3) were drawn up by the Glasgow firm of solicitors, Maclay, Murray & Spens. In April 1994, the company was floated as a public company on the London Stock Exchange and, in November 2006, the company became a private limited company, House of Fraser Ltd.

Act for the Registration, Incorporation and Regulation of Joint Stock Companies 1844; Act to Amend an Act for the Registration, Incorporation and Regulation of Joint Stock Companies 1847; Act for Limiting the Liability of Members of Certain Joint Stock Companies 1855; Joint Stock Companies Act 1856; Joint Stock Companies (Consolidation) Act 1862; Companies Act 1867; Limited Partnership Act 1869; Companies (Winding Up) Act 1890; Partnership Act 1890; Companies Amendment Act 1900; Companies Act 1907; Limited Partnership Act 1907; Companies (Consolidation) Act 1908; Companies (Particulars as to Directors) Act 1917; Companies Act 1928; 1929 Act to Consolidate the Companies Acts 1908 to 1928; Companies Act 1947; Companies Act 1948, Companies Act 1967, Companies Act 1976, Companies Act 1980, Companies Act 1981, Companies Act 1985, Companies Act 2006.