posted up, in the tribunal of each. This extract must be inserted in one of the journals designated by the tribunal every year, from among those published in the chief place of the district, or in default which appear in the department. Moreover, a copy of the journal containing this insertion must be certified by the printer, legalised by the mayor, and registered within three months of its date. The same conditions are required for all the changes made in the deed of partnership, and for all the new clauses agreed upon after the publication of the original deed. If these formalities are not observed, the deed has no value as regards the parties themselves, though the partners cannot make use of such defect as against third parties. United States.—All persons doing business in a partnership Registration of partnerships. capacity must file or cause to be filed in the office of the prothonotary in the county or counties where the said partnership is carried on, the names and location of the members of such partnership, with the style and name of the same; and as often as any change of members in said partnership takes place, the same must be certified by the members of such new partnership, and in default or neglect of such partnership so to do, they are not permitted in any suits or actions against them in any court to plead any misnomer or the omission of the name of any member of the partnership or the inclusion of the names of persons not members of the said partnership («). Germany. The partners must give notice of the formation of Registration of partnerships. the partnership by entering in the register of trade the name, surname, profession, and residence of all the partners, the name of the firm and of the place where it is to be established, the date when the partnership will commence, and if there be an agreement that one or several of the partners only are to represent the firm, the names of such persons must be registered. When the firm of an existing partnership is altered or the same is removed to another place, or when new partners enter the same, or when a partner receives the right to represent the partnership, or when this right is taken away from him, notice of all these facts must be given to the tribunal of commerce that they may be entered in the register of trade. When such facts are not duly registered they cannot be proved against

(a) Act of 14th April, 1851.

Deed must be published.

deed to be

registered and published.

these parties. The notices must be signed by all the partners in the presence of the tribunal of commerce, or they must be sent in in an authenticated form.

Italy. The same law prevails as in France. The extract of the deed must be inserted in the gazette of the province where the partnership is founded, and if there be no gazette in the province, it must be inserted in the gazette of Turin; the insertion must take place within one month from the time it has been sent to the tribunal of commerce. If the extract has not been sent, or has not been inserted in the gazette within the time fixed, each partner has power, so long as these formalities have not been complied with, to withdraw from the partnership by giving notice to his co-partner, by an act deposited in the tribunal. In such a case the partnership is dissolved. But the non-observance of these formalities cannot be set against the rights of third persons against partners (a).

Netherlands. The partnership deed must be inscribed in a special register, at the tribunal of the district, or at the court of the department. An extract is sufficient, provided it be drawn up in an authentic form, and signed by all the partners. The register is public, and every one may take extracts from it. The extract must contain all the conditions which may interest third parties. The partners are bound, besides, to cause an extract to be published, both in the official journal and in one of the Partnership journals of the place where the partnership is established, or in a journal of a neighbouring place. Before the enrolment and publication of the deed, the partnership is considered, as regards third persons, as a general partnership, contracted for an unlimited time, and excluding none of the partners from the right of management and agency for the firm. If the published conditions differ from the written convention, the first only have force. The dissolution of a partnership before the time agreed by contract for its continuance, as well as all the changes made upon the first agreement, which might interest third parties, must be registered in the same manner, and in default of those formalities no advantage could be taken of such changes as against third parties. If the renewal of a partnership in collective name is not enrolled and registered, the partnership is

(a) Sardinian Code, §§ 51-57.

considered to be constituted as a general partnership for an unlimited duration, the same as when a partnership newly constituted has not complied with the required formalities.

must be re

Portugal.-A partnership in collective name, or of capital Partnership and labour, must be formed by deed. But though the obliga- gistered. tion to make the contract in writing is binding between the parties, the existence of the partnership towards third persons may be established by any other evidence. Every partnership deed should be published in full in the register of commerce. The law on registration of partnerships is the same as in Spain. Every person may ask to inspect the register. So long as the partnership deed has not been enrolled in the public register of commerce, the partnership is deemed, as regards third persons, as a general partnership, constituted for an unlimited time, and in which none of the partners is excluded from the management (a).

Public notice of partnership necessary pre

vious to its

commence

Russia.-A partnership is not deemed established until a notice of its formation is given to the guild of merchants, and a copy of the deed is transmitted to the public authority. Notice of every partnership formed must also be given to the minister ment. of finance. Every partnership that has not complied with these formalities for inscription and publication is deemed in a state of dissolution.

Spain. Every partnership deed must be drawn up in an Partnership authentic form. The agreement made under private signature deed. must be by is only valid as against the parties who have engaged to unite in the execution of the deed, which must be made before the partnership commences its operations. In case of contravention, neither the partnership nor any of the partners can institute any suit relative to their property. For this purpose the partnership must, on the request of the defendant, be prepared to prove the execution of the deed. The partnership which has not fulfilled this formality is moreover liable to be fined. The deed must state the name, surname, and domicile of the interested parties; the firm, the names of the partners certified to manage for the firm, the capital each partner brings in cash, credit, or bills, showing their value, or the basis upon which they are valued; the portion of profit and loss due

(a) Portuguese Code, § 601.

to each partner, the duration of the partnership which can only be formed for a fixed time, or for a definite object; the kind of business, the sum to be given annually to each partner for his private expenses, and the amount of compensation to be made to others, in case no excessive sum is received by one of them, the declaration that the partnership will submit to the judgment of arbitrators in case of dispute among the partners, and the manner in which the partnership capital shall be divided at the dissolution of partnership. No agreement can be made by the partners contradicting those included in the public deed, nor would such be admitted in evidence. All changes in the partnership deed must be executed in the same form as the deed itself. An extract of the deed of partnership must be enrolled in the register of trade, kept in each province. Partnership deeds not enrolled have no effect between the parties, though they have force in favour of third parties, who had contracted with the partnership. The extract must also be sent to the tribunal of commerce of the place where the partnership is situated, posted up in the hall, and transcribed on a register. Every transgression of such regulations is punished by fine (a).

Unanimous

consent necessary for the

admission of new partner.

Deed may stipulate for such admission.

SECTION VIII.

INTRODUCTION OF NEW PARTNERS.

BRITISH LAW.

As it is an essential principle of partnership that partners choose one another, no partner can compel the others to receive in his place a person to whom he proposes to transfer his rights. The admission of a partner at any time must be by the unanimous will of all the partners. The majority cannot compel the minority in this matter (b). The deed of partnership may stipulate that in case of death of one of the partners his heir or representative shall succeed him, but without a stipulation to that effect the executors of a deceased partner are not allowed to occupy his place (c).

(a) Spanish Code, §§ 207-292.

(b) Ex parte Barrow, 2 Rose, 225; 33. M'Neill v. Reid, 9 Bing. 68.

(c) Pearce v. Chamberlain, 2 Ves.

ships.

Although no one can be introduced as a new partner without Sub-partnerthe concurrence of all the partners, this does not preclude a partner entering into a sub-partnership with a stranger (a) ; but though such a stranger would participate in the share of profit and loss, he would not become a partner on that account.

companies

In joint-stock companies with a capital divided in transferable In joint-stock shares, the power to transfer the interest in the company is shares are always presumed,

FOREIGN LAWS.

transferable.

for the admis

of death.

partner in case

France. The deed of partnership may provide that in case Effect of clause of death of one of the partners his heir or representative shall sion of a new be admitted in his stead, but in the absence of such provision the heir or representative can only demand his share of the profits on all the business done before the death of the partner (b). In companies by shares the shareholders are presumed, unless otherwise expressed in the deed, to have the right to sell their shares, and to constitute the purchasers of them members of the company (c).

United States.-A partnership cannot be compelled by the act of one partner to receive a stranger into an association which is founded upon personal confidence (d).

Germany. Without the consent of all the partners a partner cannot take another person into the partnership. A partner may allow another person to participate in his share, but he cannot give him any direct title to the partnership, nor entitle him to examine their books and accounts (e).

Portugal. Each partner may, without the consent of his copartners, accept as partner in his share a third party, but he cannot without such consent make him a member of the firm. The party thus interested is not bound as a partner towards the creditors of the partnership (ƒ).

(a) Brown v. De Tastet, Jac. 284; Sir Charles Raym. case, 2 Rose, 255. (b) Code Napoléon, § 1868.

(c) Code de Commerce, $$ 35, 36.

(d) Kent's Comm., vol. iii. p. 60.
(e) German Code, § 98.

(f) Portuguese Code, §§ 586-590.

Admission of new partner must be by

unanimous consent.

Sub-partner

not entitled

to the same rights as partner.