Rights and

duties of the commanditaire.

carried on under a social firm which must necessarily consist of the names of one or more of the responsible partners. Where there are several responsible partners, whether one or more of them take part in the management, the partnership is a general one, or one in collective name as respects themselves, and en commandite as respects the shareholders. The name of the commanditaires partners cannot be included in the firm. The commanditaires cannot suffer losses beyond the fund which they have, or ought to have, invested in the partnership. They cannot assume any part in the management, nor be employed in the business of the partnership, even in virtue of a procuration. In case of infringement of this prohibition, the commanditaires become bound, to the full extent of their property, in the same manner as the general partners, for all the debts and engagements of the partnership. The deed of partnership en commandite must be published, and the extract must specify the number and amount of shares the partnership is to consist of; if such shares have been all taken up, or if they are still to be paid. But it is not necessary to publish the names of the commanditaires. The commanditaires are not simple lenders of money; they are partners, and they are subject to all the rights and duties which result from this contract. The principal condition of such partnerships is, that the commanditaires shall not, by their conduct or management, lead others to think that they are the general or responsible partners. But acts passed between the commanditaire and the commandité, such as any advice given, or counsel taken, among them on inspection of accounts, are not to be considered as unlawful. Although the name of the commanditaire cannot be included in the firm, it is not unlawful to use the name of the commandité, with the addition of " & Company." The firm "Jones & Company" indicates that Jones is not alone, but in partnership, but it does not exclude the possibility of its being a commandite partnership. Whilst the commandités have the right of dealing with third persons, without the consent of the commanditaires, they are still answerable to them for their acts. As regards their co-partners, they stand in the capacity of agents, as well as of partners. The restrictions imposed on the rights of the commanditaire secure to him the advantage of being only responsible for the loss of the funds which he has invested in the partnership. During the partner

ship, the creditors of the firm cannot proceed against them direct for the debts of the partnership. They can only act against the commandités. If they do not pay, they may seize the partnership funds; and if these be not sufficient, they may then cause the bankruptcy of the firm. And as soon as the bankruptcy has been declared, the creditors acquire the right against the commanditaires for any portion of their shares which they may not have yet paid up, the amount subscribed by the commanditaire forming part of the partnership estate liable to the partnership debts.

SECTION II.

COMMANDITE IN PUBLIC PARTNERSHIPS (a).

Partnerships en commandite cannot be divided into shares of less amount than 100 frs. (£4) when the capital does not exceed 100,000 frs. (£4000), and of less than 500 frs. (£20) when the capital exceeds that amount. Such partnerships cannot be definitively constituted until the whole of the partnership capital has been subscribed, and a fourth at least of the amount of the shares subscribed has been paid up by each shareholder. The shares of partnerships en commandite are not transferable till they are all taken up. The shareholders are, notwithstanding any stipulation to the contrary, responsible for the payment of the total amount of the shares subscribed by them. The shares are not negotiable till twofifths of the amount have been paid up. Should a partner pay the amount of his share otherwise than in cash, or stipulate to his own benefit any special advantages, the body of shareholders must cause such investment or such benefit to be ascertained and valued.

The partnership is not definitively constituted till after all the conditions have been agreed on at a general meeting. The votes are taken by the majority of shareholders present. The majority must consist of at least a fourth of the shareholders, representing a fourth of the partnership fund in cash. Those partners who have paid otherwise than in cash, or who have stipulated for themselves special advantages subject to the consent of the body of shareholders, have no deliberative voice. A council of inspec

(a) Law of Partnerships by shares, 17 July, 1856.

Council of inspection.

Criminal Acts.

tion, composed of five shareholders at least, is established in each partnership en commandite by shares. This council is nominated by the general meeting of shareholders immediately after the definitive constitution of the partnership, and before any social operation is begun. It may be re-elected every five years at least: but the first council can only be nominated for one year. All partnerships en commandite by shares constituted contrary to any one of the above regulations are null and void with regard to third persons; but this nullity cannot be pleaded by the partners against third persons. When the partnership is void, according to the preceding article, the members of the council of inspection, together with the managers, may be declared personally responsible for all the operations made after their nomination. The same personal responsibility may be pronounced against those partners who have paid their shares otherwise than in cash, or who have secured special advantages.

The members of the council of inspection must examine the books, money, effects, and capital of the firm, and make each year a report to the general meeting on the accounts and on the distribution of dividends made by the managers. The council of inspection may call a general meeting; and may also promote the dissolution of the partnership. Every member of the council of inspection is personally responsible with the managers in his person and property. 1st. When, knowingly, he has allowed great irregularities to be committed in the accounts, injurious to the partnership and to third persons. 2nd. When he has, with knowledge of facts, consented to the distribution of dividends not justified by true and regular accounts.

The issue of shares of a partnership constituted contrary to Arts. 1 and 2 of the present law is punished with imprisonment of eight days to six months, and with a fine of from 500 frs. to 10,000 frs., or with either of these penalties only. The same penalty will be awarded to the managers who should commence social operations before the council of inspection has entered into its functions.

The negotiation of shares or of coupons of shares of the value or form, contrary to the disposition of Arts. 1 and 2 of the present law, or for which the payment of two-fifths has not been made according to Art. 3, is punished with a fine of 500 frs. to 10,000 frs.

The same penalties are awarded upon every one who takes part in these negotiations, or in the publication of the value of such shares. Any one who by false signatures or payments, or who by the publication of false statements or of payments which have not been made, or of any other false facts, have obtained, or attempted to obtain, subscriptions or payments. Those who

in order to promote subscriptions or payments have with bad faith published the names of persons falsely designated as being attached to the partnership under whatsoever title. And the managers who in the absence of accounts or by means of fraudulent accounts have divided among the shareholders dividends not really gained by the partnership, become subject to the penalties imposed by Art. 405 of the penal code.

When the shareholders of a partnership en commandite by shares have to maintain or to defend any suit with the managers or members of the council of inspection, they are represented by agents nominated at a general meeting. Where some shareholders only are engaged as plaintiffs or defendants to the suit, the agents are named at a special meeting of the shareholders who are parties to the suit. Where any obstacles hinder the nomination of agents by the general or special meeting the Tribunal of Commerce will proceed to the nomination upon the request of the interested parties. Notwithstanding the nomination of agents, each shareholder has the right to appear personally in the suit provided he bears the expense of his ap

pearance.

Partnerships en commandite by shares now existing, and which have no council of inspection, are bound, within six months' time from the promulgation of the present law, to constitute such council of inspection.

or manufac

United States (New York).-Limited partnerships for the Limited liability allowed transaction of any mercantile, mechanical, or manufacturing for mercantile business within the state may be formed of two or more persons turing busiupon the terms, with the rights and powers, and subject to ness. the condition and liabilities herein prescribed; but the law does not apply to partnerships for purposes of banking or insurance. Such partnerships may consist of one or more persons, who shall be called general partners, and who shall be jointly and severally responsible as general partners now are by law; and one or more persons who shall contribute in actual cash payments a

Registration of limited partnerships.

specific sum as capital to the common stock, who shall be called special partners, and who shall not be liable for the debts of the partnership beyond the fund so contributed by him or them to the capital.

The general partners only shall be authorised to transact business and sign for the partnership and to bind the same. The persons desirous of forming such partnerships shall make and severally sign a certificate which shall contain-1st, the name or firm under which such partnership is to be conducted; 2nd, the general nature of the business intended to be transacted; 3rd, the names of all the general and special partners interested therein, distinguishing which are general and which are special partners, and their respective places of residence; 4th, the amount of capital which each special partner shall have contributed to the common stock; 5th, the period at which the partnership is to commence and the period at which it will terminate.

The certificate to be made and certified before a judge of any court, and to be filed in the office of the clerk of the county in which the principal place of business of the partnership is situated. If the partnership have places of business in different counties a transcript of the certificate is to be filed by the clerk of every such county.

When the original certificate is filed, an affidavit must also be made by one or more of the general partners, stating that the sum stated in the certificate to have been contributed by each of the special partners to the common stock has been actually and in good faith paid in cash. If any false statement be made in such certificate or affidavit, all the persons interested in such partnership are to be liable for all the engagements thereof as general partners.

The partners must publish the terms of the partnership, when registered, for at least six weeks after such registry, in two newspapers designated by the clerk of the county; and if such publication is not made, the partnership is deemed general. Affidavit by the printer of such newspaper to be evidence of the fact.

Every renewal or continuance of such partnership beyond the time originally fixed for its duration, and every alteration in the names of the partners, in the nature of the business, or in the