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Evidence on Limited Liability Partnerships.

85 P.P. and J. S.A. 1–5. Liability of partners, being carried on by directors, and the liability whose names do not appear in the firm, may of shareholders limited, should not be permitbe limited, provided they make known to all ted for trading purposes. They may be useful parties with whom they contract the extent of for undertakings requiring long duration or their liability. 14. Past distributions of profits, large permanent outlay. which appear to have been justified, not to be P.P. Commandite partnerships objectionable. disturbed.

No. 33. Gilbart, James William, F.R.S., No. 25. Entwisle, William, Banker, Man. General Manager of the London and Westchester. (Selected by the Manchester Com-,minster Bank, London. mercial Association.)

Joint Stock Banks. 9. General enactment P.P. Unlimited liability should be retained fixing conditions on compliance with which without modification as general rule, with re- shareholders should have limited liability withgard to trading associations ; special exemp. out reference to Treasury. 10. The general tions by charter or act.

principles might be :- fixed amount of paid-up J. S. A. 4–6. General enactment to give the capital ; liability for three or four times the right of association for waterworks and other capital; restriction against incurring debt bepublic local works, lodging houses, reading yond a certain multiple of paid-up capital. 12. rooms, and the like, to be defined with refer- Prohibition against any business but banking, ence to proportion by which fixed capital ex- against investments in foreign securities, adceeds floating capital. 11. Board of Trade to vances on land and other dead securities, rehave power only to declare whether an associa- discounting bills of exchange, and limitation of tion comes within those authorised by the ge- loans to one person or firm. 13. No differneral law. 14. Liability to be limited to sub-ence between banks issuing and not issuing scribed capital. 16. Shares transferable. 20. notes. 16. If commandite partnerships introRegistration of constitution, (21) not of ac- duced, ample information should be given by counts, except in insurance offices.

them to every customer, otherwise than by reNo. 63. Fane, Cecil, one of the Commis- gistration or publication in Gazette. sioners of the Court of Bankruptcy, London. No. 5a. Report of Chamber of Commerce

P.P. and J.S.A. 3. Limited responsibility Glasgow. (April 2, 1851.) applicable to all persons who put capital into Adverse to limitation of responsibility, exa house, but do not make themselves general cept in special cases of national importance. partners by their own agreement, or announce No. 1. Gurney, Samuel, of the firm of themselves as such, in any business, (11) with Overend, Gurney, & Co., Billbrokers, London. out interference of Board of Trade or Parlia- P. P. Liability of members of firms of limitment. 14. Profits earned to be retained ; taking ed numbers should be unlimited. dividend known not to have been earned to be J. S. A. Limitation of liability expedient, deemed a fraud. 16. Shares transferable. 18. when the object is one for which a private No compulsory dissolution otherwise than in firm would be incompetent-except banking. bankruptcy. 20, 21, 22. No compulsory re- No. 22. Hankey, Thomson, jun., M.P., gistration of names of contributors. 31. Sug. Director and late Governor of the Bank of gested enactment to legalise advances of capital England, London. for a share of profits, without constituting Every facility should be given for arrangepartnership, and to restrict excessive interest ments regarding partnerships not inconsistent or profits, in case of bankruptcy (page 171). with honesty. The only enactment requisite Suggested enactments for remedies against is, that every association of more than a very companies.

limited number of partners be publicly

registerNo. 55.

Farrer, James William, late a ed, and liability of each partner specified; and Master in Chancery, London.

where no such registration, each partner to be P. P. 3. Limited responsibility not to be responsible without limit. made applicable.

French system of "sociétés anonymes" may J.S.A. 3. Limited responsibility to be made be advantageously introduced. applicable to partnerships of more than six, No. 50. Hawes, William, Chairman of the shares being not less than 501. for any busi- Committee of Merchants and Traders for the ness, subject to periodical inspection. 16. Amendment of the Law of Debtor and CrediShares transferable. 18. Inspectors to express tor, London. opinion as to winding up or continuing. 19. P.P. 1, 3. No limitation of liability. Some limited partners to be permitted to take J. S. A. 3, 12. For banking or insurance no part in the business. 20. Registration of de limitation of liability. 11. For a new or useful scription and terms, names, and constitution of purpose, requiring very considerable capital, to partners. 21. Accounts to be inspected and be entitled to a charter with limited liability on distributed half-yearly.

complying with regulations of a general Act, No. 8. Freshfield, James, jun., of the firm of and assent of Board of Trade to the object J.C. & H. Freshfield, Solicitors, Bank Build- within the scope of the Act. ings, London.

Arbitration clauses to give right to compulNo limitation of liability of partners in trade sory reference. towards the public.

No. 40., Hesp, Edward Lake, Solicitor, J.S.A. Corporations, or societies of share. Huddersfield. (Selected by the Chamber of holders with transferable shares, the business Commerce of Huddersfield.)

a

86

Evidence on Limited Liability Partnerships. P.P. 2. Liability of non-acting partners P.P. In the first instance, limited responmay be limited in partnerships of not more sibility should be made applicable to private than (say) six. 17. To be formed for (say) partnerships of a limited number of partners, five years only at a time for any business ex. not for banking or insurance; registration of cept banking and insurance. 2, 20. Names of names and descriptions of partners, capital

, all the partners, amount of limited partners' term, and changes of partners; unlimited liae capital, the term, and any other important bility for partners not paying up capital as provision, to be registered and advertised. 2. agreed, or withdrawing it during term: profits Limited partners' capital to be paid up at once. of previous six years to be liable to be reProfits annually withdrawn to be limited to 8 funded. or 10 per cent.; liability to continue till dis- J. S. A. For enterprises of local public utility, solution published, or (perhaps) till three years greater facility for obtaining the benefit of 1 after notice. 2, 16. Shares not transferable. Vict. c. 73 (Companies' Powers and Immu18. When three-fourths of capital lost, disso- nities by Letters Patent Act). lution optional to, but_not compulsory on,

No. 45.

Howell, John, of the firm of Ellis, limited partners. 21. Publicity of accounts Everington, & Co., Warehousemen, St. Paul's not advised.

Church Yard, London. J. S. A. 2, 11. Limitation of liability, to be P. P. 3, 19. Liability of non-acting parto obtained only (as at present) by special appli- ners may be limited in any business, (11) withcation to the Crown or Parliament. 8. Ob- out special authorisation, (4) for a term not servations against limitation of liability of exceeding seven or ten years. 16. Shares not shareholders in joint-stock banks.

transferable. 4. Registration of limited part, No. 26. Holland, Charles, Merchant, Liver- ners' capital actually invested, and share of pool. (Selected by the Chamber of Commerce profits, (21) not of accounts. of Liverpool).

J.S. A. 11. May be formed without special P.P. 3. Liability of non-acting partners authorisation. may be limited in any business (11), without No. 28. Hubbard, John Gellibrand, Governor special authorisation (14), to the original sum, of the Bank of England, London. the assumed profits to remain as a gurantee, or P. P. Where unlimited power of borrowing at all events only interest at a fixed rate to be exists, unlimited liability should attach; sewithdrawn, until expiry of partnership. 16. curity of shareholder in restricting company Shares not transferable. 18. No compulsory from incurring debt. dissolution on loss. 20. Registration of part- But loans to traders for an agreed share of ners' names, amount of capital, duration (21), profits should be authorised, the lender not of accounts.

incur no further liability, and to rank with J. S. A. 11. To be formed, when interfer- other creditors in bankruptcy of trader. ing with private rights, only by Act of Par- No. 48. Irwin, Edward, Merchant, Leeds. liament, when not involving private rights, (Selected by the Chamber of Commerce of under charter to be granted by a public board Leeds.) under known provisions and at small cost. 16. P. P. 1. The Irish Act, 1782, to be introShares transferable, but in banks only when duced into Great Britain, limiting the number

of partners to (say) six, of whom one-third to Observations on banks,

be acting. 14. Profits of last three years to be No.56. Hollams, John, of the firm of Marten, liable to be refunded. Thomas, and Hollams, Solicitors, London. J.S.A. 11. Public companies (except banks

P.P. and J. S. A. 3, 16. Liability of non- of issue) to have limited liability. Shares transacting partners may be limited in any business ferable; liability to continue for twelve months (except banking) to double the subscribed ca- after transfer. pital.

No. 34. Kennedy, James, of the firm of J. P. P. and J. S.A. 3, 16. Liability of non- and T. Kennedy, Muslin Manufacturers, Belo acting partners may be limited in any business fast. (A Vice-President of, and Selected by, (except banking) to double the subscribed ca- the Chamber of Commerce of Belfast.) pital.

P.P. and J.S.A. 3, 4. Liability of non-acting P.P. 3. Composed of not more than 25 partners may be limited in any business (expersons; minimum capital of each limited cept banks of issue) (11) without special authopartner 1,000l. 16. Shares transferable, if so risation ; (14, 15) profits withdrawn in preo agreed. 3, 20, 21, 22. No further particulars vious two years to be liable to be refunded. to be registered than the names and amount of 16. Shares transferable. capital of partners.

yearly balance-sheet showing insolvency, li

, J. S. A.' 3. Of more than 25 persons ; Re- mited partner to dissolve, or incur unlimited gistration Act, with certain amendments, still liability for subsequent debts. 20. Registra, to apply; shares to be not less than 1001. tion and publication of paid-up capital of each, to be paid up in full. 16. Shares trans- limited partners, nature of business and duraferable as at present. 20, 21, 22. Denomina- tion of partnership, (21) not of accounts. tion should mark the nature of the undertaking. No.57. Ker, H. Bellenden, Barrister-at-Law, Deeds, &c., to be registered as at present. London.

No. 42. Holroyd, Edward, one of the Com- P. P. and J.S.A. On general principle of missioners of the Court of Bankruptcy, London. limited liability, or commandite, not to be al

paid up.

17, 18, 19. After Evidence on Limited Liability Partnerships.- New Rules of the Common Law Courts. 87 lowed at present. Limitation of liability of non- ners, non-acting towards strangers may be acting partners should be allowed, when sanc- limited in any business, (11) with prelimitioned by some board or officer, who should nary sanction of a public board, if more than judge of expediency of undertaking, and see seven managing partners and 40,000l. capital, that due protection was afforded to the share- or if more than, 5 per cent. profit sought, the holders and creditors.

only guarantees to be required being general No. 18. Kinnear, John G., Merchant, Glas- ones as to character, resources, and managegow. (Secretary of, and selected by, the Cham- ment. 14. Liability to be limited to declared ber of Commerce of Glasgow.)

contribution, profits withdrawn not to be reP. P. and J. S. A. 3. As a general rule, lia- funded. 16. Shares transferable when paid bility of partners in trading joint-stock com- up, with registration. 19. In case of loss of panies not to be limited. Exceptions in favour given proportion of capital, dissolution to be of great national undertakings requiring greater taken into consideration, and stringent powers amount of capital than can be otherwise pro- of dissolution to be given. 4. Intimation of vided. 11. Limited liability to be conferred by limited liability through name; particulars to Parliament only, not by Board of Trade. be registered ; keeping and auditing accounts;

No. 31. Latham, Alfred, a Director of the a public board to have power of public auditor. Bank of England, London.

Appendix,-Summary clauses in the event of Distinction between associations of many for execution or enormous loss. Heads of Bill to some public work, where, after completion, no amend Irish Anonymous Partnerships Act. buying on credit, and no selling-in certain en- No. 58. Macfarlan, John, Chemist, Edinterprises of which kind limitation of liability may burgh. (Selected by the Chamber of Commerce be to public advantage-and association of few and Manufacturers of Edinburgh.) for ordinary trading, in which unlimited re- 3. Advantages not to be given to partner, sponsibility should be in no degree modified. ships or joint-stocks when individual capital and

No. 46. Lawson, Charles, Seedsman, Edin. enterprize sufficient to accomplish the object. burgh. (Selected by the Chamber of Commerce 4. When liability limited, capital to be paid and Manufactures of Edinburgh.)

up, and parties to be liable for double that P.P. 7, 11, 19. Liability of all or any of amount; no transfer of shares, except to parthe partners may be limited to double the paid- ties equally solvent. 11. Parliament to deal up tapital by special authorisation of Board of with the cases as they arise. 12. In life asTrade, in any business (18) to be under the surance societies reserve fund to be provided control of a board to be satisfied of payment of out of profits. 18. If three-fourths of capital registered ca pital. 16. Shares not transferable lost, compulsory dissolution. 20. Registration without consent of other members. 18. Com- of names of limited partners. 21. Board of pulsory dissolution when 75 per cent. of capi- Trade to regulate examination of accounts. tal lost. 20. Name to indicate limited liability. Registration of names and contributions, (21)

[To be continued.] not of accounts.

J. S. A. 11. With liability limited to paid- NEW RULES OF THE COMMON LAW up capital, may continue to be sanctioned by the Crown or Parliament.

COURTS.
No. 15. Levi, Leone, Lecturer an Commercial
Law, King's College, London.

UNDER THE COMMON LAW PROCEDURE P. P. and J. S. A. 3. Liability of non-acting

ACT, 1854. partners may be limited without special autho

Michaelmas Vacation, 1854. risation in any business, except banks of issue, (14) to declared contribution; profits withdrawn It is ordered, That the practice to be observed to be retained, but small reserve fund to be in the Superior Courts of Common Law at provided. 16. Shares not to be transferable. Westminster, with respect to the matters 18. Compulsory dissolution on loss of 25 per cent. (?). 20. Compulsory registration of con

hereinafter-mentioned, shall be as follows; stitution, (21) and of periodical accounts. 23. That is to say, Statistics of Irish anonymous partnerships. 25. 1. The provisions as to Pleadings and PracStatistics of partnerships in France.

tice contained in the Common Law Procedure No. 15A. "Abstract of a common form of Act, 1852, and the Rules of Practice of the Sudeed of commandite partnership in Italy. perior Courts of Common Law made the 11th

No. 17. Lowe, Robert, M.P., one of the Joint January, 1853, and also the Rules of Pleading Secretaries of Board of Control, London. which came into operation on the 1st day of

P.P. and J.S.A. 3. Liability may be limited | Trinity, 1853, so far as the same are or may be in any business, (1.1) without special authorisa- made applicable, shall extend and apply to all tion, (12) as the shareholders may determine. proceedings to be had or taken under the Com15. Government audit of accounts. 18. No mon Law Procedure Act, 1854. compulsory dissolution on loss. 20. Compul. 2. Every affidavit to be hereafter used in any sory registration of terms of partnership. cause or civil proceedings in any of the said

No. 36. Ludlow, John Malcolm, Barrister- Superior Courts of Common Law shall be at-Law, London.

drawn up in the first person, and shall be diP.P. and J. S. A 3, 19. Liability of part. vided into paragraphs, and every paragraph 88 New Rules of the Common Law Courts.-Auction Deposits on the Sale of Estates. shall be numbered consecutively, and, as nearly directs an arbitration as to part of the claim as may be, shall be confined to a distinct por- under section 6 of the Common Law Procedure tion of the subject. No costs shall be allowed Act, 1854. for any affidavit or part of an affidavit sub- 17. Writ of habere facias possessionem on a stantially departing from this rule. This rule rule to deliver posession of land pursuant to an not to be in force till the first day of Easter award. Term next.

18. Judgment for the plaintiff on a special CAMPBELL. C. CRESSWELL.

case stated under section 32 of the Common JOHN JERVIS. W. ERLE.

Law Procedure Act, 1854. FRED, POLLOCK. SAML. MARTIN. 19. Judgment of affirmance by Court of J. PARKE.

CHAS. CROMPTON. Error in Exchequer Chamber on a special case. E. H. ALDERSON. R. B. CROWDER. 20. Judgment of reversal in the like case. 27th November, 1854.

21. Judgment of Court of Appeal in Exchequer Chamber on a disposal of the appeal in

the plaintiff's favour where judgment for him FORMS OF PROCEEDINGS.

had been given in the Court below, under the

41st and 42nd sections of the Common Law The Forms of Proceedings contained in Procedure Act, 1854. the Schedule to the Order may be used in 22. Fi. fa. against garnishee, under the 63rd the cases to which they are applicable, with section of the Common Law Procedure Act, such alterations as the nature of the action, 1854, where debt not disputed or garnishee the description of the Court in which the

does not appear.

23. Ca. sa, in the like case. action is depending, the character of the

24. Writ against garnishee to show cause parties, or the circumstances of the case, why the judgment creditor should not have may render necessary; but any variance execution against him for the debt disputed by therefrom, not being in matter of substance, him. shall not affect their validity or regularity.

25. Declaration thereon. The Forms in the Schedule to the Order 26. Plea thereto. are as follow :

27. Issue thereon.

28. Postea thereon. 1. Issue of fact to be tried by a Judge with- 29. Judgment for plaintiff therein. out a jury.

30. Fi. fa. therein. 2. Subpæna thereon and in other cases. 31. Ca. sa. therein. 3. Nisi Prius record therein.

32. Judgment for plaintiff after verdict that 4. Postea therein, on a verdict for plaintiff a mandamus do issue, under section 71 of the on all the issues, where the cause is tried in Common Law Procedure Act, 1854. London or Middlesex, and where the defend- 33. Writ of inquiry to ascertain the expense ant appears at the trial.

incurred by the doing of an act, and for the 5. The like, where the trial was at the assizes. doing of which a mandamus was issued.

6. The like, where one issue is found for the 34. Writ of execution in detinue, under • plaintiff and another for the defendant, the section 78 of the Common Law Procedure Act

, latter going to the whole action.

1854, for the return of the chattel detained, and 7. Judgment thereon for plaintiff.

for a distringas until returned, separate from a 8. Execution thereon.

writ for damages or costs. 9. Writs of execution where the Court or a 35. The like, but, instead of a distress until Judge decides on matters of account. the chattel is returned, commanding the sheriff

10. Writs of execution where matter of ac- to levy on defendant's goods the assessed value count is referred to and decided on by an ar- of it. bitrator, officer of the Court, or County Court 36. Indorsement on writ of summons of Judge.

claim of a writ of injunction under 79 of the 11. Special case for the opinion of the Court Common Law Procedure Act, 1854. under section 4 of the Common Law Procedure Act, 1854, where the allowance or disallowance AUCTION DEPOSITS ON THE SALE of a particular item or items depends on a question of law.

OF ESTATES IN LONDON. 12. Issue to be tried by a jury where the Court or Judge has directed it, under section

We laid before our readers, some time 4, where the allowance or disallowance of a ago, the Circular sent by the Incorporated partiular item or items depends on a question Law Society to the London Solicitors

, re of fact.

commending that in future the deposits on 13. Postea thereon. 14. Special case stated under section 5 of by the auctioneers into a bank to be agreed

the sale of estates in London should be paid the Common Law Procedure Act, 1854. 15. Judgment thereon when a judgment has on between the vendor and purchaser

, in been ordered.

order that such deposit might not only be 16. Postea, where the Judge upon the trial safe but bear interest. of an issue in fact before him under section 1, This regulation was also forwarded to the

0

Auction Deposits on the Sale of Estates in London. -New Statutes.

89 London auctioneers who are usually em- payable on the death of members of such soployed in the sale of estates.

cieties may be granted; but some of the said It appears that the practice in London of societies, established as aforesaid, and which leaving deposits in the auctioneers’ hands grant or effect policies of assurance payable on

death, have not been so limited, and such lastdoes not prevail in the country. Informa- mentioned societies have therefore been extion to that effect has been received from cluded the benefit of certain provisions and Liverpool and Manchester, and from Edin- privileges made for and granted to friendly burgh, and other large cities and towns. It societies in respect to exemption from stamp was suggested to the Council of the Incor- duties and otherwise ; and it is desirable that porated Law Society that the practice in there should be special provisions made with London should be altered, and they issued respect to such of the said societies so exceptthe general regulation to which we have ed and excluded as aforesaid : be it therefore

enacted, as follows :referred, -learing, of course, to the Solici

1. This Act shall relate to and include such tors and their clients to adopt the altera- of the said societies only as grant and effect tion or make any arrangement with the policies of assurance payable at death exceedauctioneers they thought proper for the ing the sum of 1,000l. ; and from and after the vendor's interest.

passing of this Act the said societies shall cease We understand that one or two auc- to be friendly societies, and shall not be affecttioneers have thought proper to protested by the provisions of any Act passed in the against the regulation as uncalled for and present or any future Session of Parliament reflecting on their respectability. No such relating to friendly societies, unless therein reflection could be intended. The auc

expressly named.

2. The several provisions contained in the tioneers in general have not drawn any Acts relating to friendly societies which were such inference. It may probably be con- wholly or in part in force on the first day of Tenient sometimes to leave the present this present Session of Parliament with respect practice undisturbed, but it is clearly right to the societies intended to be affected and prothat the deposit should bear interest and be vided for by this Act, save and except the

paid to the vendor on the completion of the 37th and 51st sections of the Act of the 13 & contract; or, if there be a defect in the such societies, remain and be in force and u l

14 Vict, c. 115, shall, so far as they now affect title, refunded to the intended purchaser repealed with respect to the said societies, exwith interest.

cept as is hereinafter provided. If the auctioneers be insufficiently remu- 3. No exemption from any of the duties nerated for their skill and labour by their granted by any Act or Acts relating to stamp ad valorem or per centage charge, they auties shall, from and after the passing of this should increase it

, and not depend on the Act, extend or be construed to extend to any interest made out of the deposits.

of the societies intended to be affected and

It will be well, however, for the auctioneers to lawful for such societies, after the passing of

provided for by this Act; and it shall not be consider whether their per centage (exclu- this Act, to assure the payment of any money sive of the advantage of the deposits) does on the death of any member or person whomnot exceed the remuneration paid to solici- soever to any nominee of such member or pertors, and we presume they will not place son, but only to the person or persons effecting their services at a higher value than is ac- and contracting for any assurance with the said corded to that branch of the Legal Pro- societies respectively, or to his, her, or their fession.

executors, administrators, or assigns.

4. The societies intended to be affected and

provided for by this Act may carry on, transact, NEW STATUTES EFFECTING AL- and effect all the business and purposes which TERATIONS IN THE LAW.

have been from time to time and are duly specified in and allowed by the enrolled or certi

fied rules of the said societies respectively, and FRIENDLY SOCIETIES DISCHARGE ACT. also may grant, make or effect all such assur17 & 18 VICT. C, 56.

ances on lives, survivorships, contingencies,

and events dependent on or connected with life An Act to make further Provisions in relation to or otherwise as may by law be made or effect

certain Friendly Societies. [31st July, 1854.] ed, and may make such new rules or alteraWHEREAS certain friendly:societies were es- tions in rules as shall not be repugnant to law, tablished and enrolled under the Acts passed in without being required to submit the same to the 10 Geo. 4, c. 56, and the 4 & 5 Wm. 4, c. the Registrar of Friendly Societies, and shall 40, relating to friendly societies, or under one not be required to transmit to such registrar of them: and whereas the scope and operation any statement or return of sickness or mortality of friendly societies since the passing of the or of assets or liabilities. said Acts have been limited by law in respect to 5. The trustees of the several societies inthe amount for which policies of assurance tended to be affected and provided for by this

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