ness' [or trade, as the case may be] after mentioned, for the period and upon the terms and conditions underwritten.' Business and Style of Company. 1. 'The business shall be that of' (here describe accurately its nature ; and if there are any branches into which it is intended that the company shall not enter, specify them as prohibited). 'The said business shall be carried on under the firm of A., B., and C.' (if the partners are more numerous, it is best to select for the firm the names of the two best known or most influential, and to add the words 'and Co.') (a), ‘at (if there are to be various places of business, and one head place of business, state this), 'or in such other place of business as may from time to time be mutually agreed on.' Commencement and Endurance of the Partnership. 2. The partnership shall commence [(or) shall, notwithstanding the date of these presents, be held to have commenced] upon the 18 (6), and shall endure until the dissolved in manner after mentioned.' Capital. day of 18 day of unless 3. The stipulated contributions should always, when practicable, be paid into bank when the articles are signed. When this is not done, a foundation is often laid for much future dissension and complication. If, however, arrangements cannot be made for paying up the capital before starting, it should be made payable within a short and limited time, and in all cases before it is required for the purposes of the trade or business, otherwise the company will begin its career in debt—a state of matters most unfavourable to future success. Keeping these observations in view, the following styles may be found useful:: Where Capital is paid up at starting 'The capital of the company shall be £ Bank on account of the said company by the parties hereto, in equal proportions [if the contributions are unequal, say, in the following proportions, viz. £ by the said C.].' by the said A., £ Where Capital is not paid up at starting— 'The capital of the company shall be £ and paid into the by the said B., and £ to be contributed Bank to account of the company by the parties hereto in equal proportions [if contributions unequal, say, in the (a) A descriptive name should never be adopted; such are suitable only for corporations. (b) If no period of commencement be mentioned, the partnership will be held to begin as at the date of the articles. following proportions, viz. £ and £ 18 by the said C.], on or before the ; and in the event of his said stipulated contribution or any balance thereof not being paid by any partner on or before the said date, it shall be competent for the company, or for any partner who shall have already paid up his own stipulated amount of contribution, to expede letters of horning, or to give a charge in the company's name on six days' warning against such partner to make payment of his said amount of contribution or the balance thereof, as the case may be; and for the said letters of horning or charge an account of the said amount of contribution or of the balance thereof, docqueted by the other partners or by the arbiter hereinafter named and accepting for the time being, together with an extract hereof, shall be sufficient warrant' (a). (The following or similar provisions are here sometimes introduced.) 'If any partner shall, with the consent of the others, put into the stock any sum of money exceeding his stipulated contribution, he shall be deemed a creditor of the company for the amount of such additional sum, and shall, until repaid, draw interest on the same at the rate of £5 per centum per annum' (b). (The following clause is also frequently adjected.) 'And all the parties to this contract bind and oblige themselves, in the event of the said capital being reduced by losses below the said sum of £ forthwith to pay into the said bank to account of the company in equal proportions [or as the case may be, in the proportion of their respective contributions above specified], whatever sums may be necessary to restore the capital to the said amount of £ ' (c). (a) This is the most effectual compulsitor; but if it is not adopted, the clause after mentioned, whereby a partner failing to make payment forfeits his claim to any share of profits accruing before he makes payment, may serve the purpose. If, as sometimes happens, the stipulated contributions are made payable by instalments, the amount and dates of such instalments must be very accurately specified; but such arrangements should always, if possible, be avoided : they only work well in the case of companies with transferable shares, and managed by directors, in which case they take the form of calls. Such companies should always be formed by registration. (b) We do not recommend the adoption of such provisions: they are often productive of misunderstanding and dissension. If a company is to allow one of its partners to become its creditor, the arrangement should be made at the time, and on such conditions as circumstances may warrant. It will often be found that a private company succeeds better when it borrows from a stranger than when it makes one of its own partners its creditor. (c) This clause, like the last, is objectionable in the general case. Contingencies of the kind here contemplated should be provided for as they arise. If the concern is likely to weather its difficulties, all parties will be ready enough, provided they have the means, to make the necessary advances; if otherwise, obligations of this kind only enable persons of a sanguine or speculative temperament to prolong the existence of the company to the injury of all concerned. Company Property and separate Estate. 4. Over and above the said sum of £ the subjects and articles specified in the inventory and valuation signed relative hereto are contributed to and shall be deemed to form part of the company property, except in so far as may be otherwise specified in the inventories to be prepared in connection with the half-yearly balance-sheets, as hereinafter provided' (a). Shares of Capital, Profits, and Losses. 5. "The partners shall be interested in the capital and property of the company in equal shares, and shall be entitled to equal shares of the profits, and shall bear the losses in equal proportions, unless in the case of losses occasioned by the wilful neglect or default of any of the said partners, which shall be made good by the partner or partners through whose neglect or default they arise' (b). (If the shares are intended to be unequal in the capital, in the profits, or in the losses, the proportions should be very distinctly specified, e.g.: The partners shall be interested in the capital in the following proportions, viz. the said A. in threesixths, the said B. in two-sixths, and the said C. in one-sixth; and shall be entitled to share profits as follows, viz. the said A. two-sixths, the said B. one-sixth, and the said C. three-sixths; and the losses shall be borne by the said partners as follows, viz. by the said A. one-sixth, by the said B. two-sixths, and by the said C. three-sixths. [If the proportions are the same throughout, say: The partners shall be interested in the capital and property of the company, and in the profits and losses, in the following (a) Describe in the inventory all heritable property, whether feudal or leasehold, contributed and intended to be held as company property, specifying the parties in whose name, as trustees, the property is held for behoof of the company. If a deed of conveyance has already been obtained in trust for the company, it should be referred to in the ordinary way. If the property forms part of the stipulated contribution of a partner, the conveyance should either be executed simul ac semel with the signature of the articles, in which case it should be referred to; or else he should be taken bound to convey it in the stipulated manner in trust for the company within a specified time. Describe also all moveable property or rights contributed as company property. If, as will often happen, the usufruct only of heritage or moveables is contributed to the company, specify in like manner what they are, for what purposes they are to be used, and in whom the radical right remains as separate estate. In the case of separate estate, the partner contributing its usufruct should be taken bound to do so for the whole endurance of the partnership, or for such less period as may be agreed on. See corresponding article in second style, pp. 835-6-7. (b) This clause is little more than what, in the absence of conventional provisions, the common law would provide. Yet, where equality is intended, it should always be introduced, since in its absence attempts may be made to set up alleged agreements for unequal distribution by evidence dehors the articles. proportions, viz. the said A. in two-sixths, the said B. in one-sixth, and the said C. in three-sixths parts thereof.] But in respect of any losses which may arise through the wilful fault or negligence of a partner, the same shall be made good by him.') Company Books. 6. The partners shall keep, or cause to be kept, regular and proper books of account, containing the whole affairs and transactions of the company, which shall be regularly posted from week to week; and there shall also be kept a book into which shall be copied all letters of importance relating to the partnership affairs. The foresaid books, together with all bonds, bills, assurances, notes, letters, and other writings affecting the partnership, shall be kept at the office of [or at any other place where the business of the partnership shall from time to time be carried on] (a). And each of the partners shall have free and equal access to the said books, documents, and writings.' Termly Balances. 7. The company books shall be brought to a just and true balance half-yearly, upon the last lawful day of June, and upon the last lawful day of December in each year, beginning on the last lawful day of June 18 ; and a balance-sheet, containing the particulars of each balance, shall be made out.' 6 8. At the same time, and as part of the said balance-sheet, an inventory and valuation of the company property of whatever kind, and of all debts due to the company as at that date, shall be made up; and the said inventory shall distinctly set forth what is company property, and what, if any, is separate estate, of which the company has the use only after the same manner as the inventory and valuation now made up, and signed as relative hereto.' 9. 'The said balance-sheet, inventory, and valuation shall be examined and docqueted by the partners within three months from the date when they fall to be made up, as before provided; and the said balance-sheet, inventory, and valuation shall, when so docqueted, be deemed conclusive evidence of all that is therein contained, for all the purposes of the present contract; and, whether docqueted or not, shall have the same effect, if none of the partners shall have stated any objection thereto in writing within one month after the same shall have been completed and communicated to them. (Sometimes it may be thought better to express the provisions of the last clause as follows :) and in case any of the partners shall refuse or delay to docquet the said balance-sheet, inventory, and valuation, the same shall, on the requisition of the other partners, or any of them, be examined by the arbiter after mentioned, or by an accountant (a) The absence of a clause to this effect has sometimes been productive of great inconvenience. appointed by him, and on being found to be correct, they shall be docqueted by the arbiter on behalf of and in name of the company, and shall then in like manner be deemed conclusive evidence of all that is therein contained as aforesaid.' Sums to be Drawn out and Paid in by Partners. 10. 'If at the date of any such termly balance there shall be any sum at the credit of a partner, as a debt due to him by the company, irrespective of his share of profits, he shall be entitled to require immediate payment of the same [provided that he has made full payment or satisfaction of his stipulated amount of contribution as hereinbefore specified, and] (a), provided that all the existing debts of the company to the public have been either paid or provided for to the satisfaction of the other partners, or in case of difference of opinion to that of the arbiter after mentioned; but if the said partner [shall have already made good his stipulated contribution as aforesaid, and] (a) shall not be paid his foresaid claim, he shall be entitled to interest thereon, or on any balance thereof, at the rate of £5 per centum per annum, so long as the same shall remain unpaid. If, at the date of any such balance, there shall be a sum at the debit of any partner, he shall forthwith pay the same, with interest thereon, at the aforesaid rate, to the company; and in the event of his not doing so, the said docqueted balance-sheet shall, along with an extract hereof, be sufficient warrant for letters of horning or a charge on six days' warning, at the instance of the company against him, to make payment of such sum and interest.' 11. 'If, at the date of any such balance, there shall be any profit on the company business, after all the company debts, whether to the public or to individual partners, have been paid or provided for to the satisfaction of the partners or to that of the arbiter after mentioned, in case of difference of opinion [and provided the foresaid capital has been fully paid up and remains undiminished] (b), such profit shall be divided among the several partners equally [(or) according to their respective shares in the profits as before specified]' (c). (Sometimes the following clause is added:) And if any partner shall, with the consent of the others, allow the whole or any part of his share of the said profit to remain in the hands of the company, the same shall be deemed a debt due to him by the company, and shall, so long as it remains unpaid, bear interest at |