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ALPHABETICAL LIST OF RESPONDENTS.
1. To the Questions in English.
No. 5. ANDERSON, JAMES ANDREW, late Manager of the Union Bank of
61 P. P.* 1.8 General law of unlimited liability should not be changed or modified.
J. S. A.† 2. In enterprises of too great magnitude for private adventure (except banking and insurance companies), liability may be limited at the discretion of Parliament, or, under certain limitations, of the Board of Trade. No. 41. ARMITAGE, GEORGE, Woollen Cloth Manufacturer and Merchant
HUDDERSFIELD. 166 (Selected by the Chamber of Commerce of Huddersfield.) P.P. 1,5. No limitation of liability. 16. General registry of partnerships, annual.
J. S. A. 3, 11. Limitation of liability of all or any partners only by special Act of Parliament, (14) to double amount subscribed. 20. Registration of names and amount of shares, annual. No. 51. Ashworth, HENRY, Spinner and Manufacturer
MANCHESTER. 194 (Selected by the Chamber of Commerce of Manchester.) P. P. Present unlimited responsibility to be in no degree changed.
J. S. A. Exception in favour of limited liability allowable where large masses of capital, beyond individual means, required for large public undertakings. No. 38. BABBAGE, CHARLES, late Lucasian Professor at
CAMBRIDGE. 158 Favourable to alteration permitting limitation of liability. No. 69. BAKER, Thomas, of the Firm of Baker, Ruck, and Jennings, Solicitors, Lime Street
239 P.P. and J.S.A. 3. Liability of non-acting partners may be limited, in any business, (except, perhaps at first, banking and insurance), without special authorization, (14) to agreed advance ; in certain cases creditor of partnership may recall profits received since his debt was contracted, but not beyond six years. 16. Shares transferable, but liability of transferer at the time of transfer to continue. 18. No compulsory dissolution on loss. 19. French law of non-interference by limited partner too strict. 20. Registration of deed of settlement, of names of acting partners, and, if liable for calls, of the limited partners also. 21, 22. No compulsory publicity of accounts.
J.S.A. 3, 11. Companies with very large capitals (say 1,000,0001.) to require sanction of Board of Trade. Act of Parliament unnecessary. Lastly, present Joint Stock Companies Registration Act contains impracticable requirements.
No. 59A. BARBER, James Henry, Manager of the Sheffield Banking
SHEFFIELD. 213 3, 8, 10, 12. That joint-stock banks have been advancing, and private banks receding, must be chiefly owing to feeling of confidence on part of depositors and public, arising from unlimited responsibility of shareholders, with which feeling limitation of liability would do away. When joint-stock banks fail the shareholders are the parties who ought to bear the loss. No. 11. BAXTER, David, Merchant
73 (Selected by the Chamber of Commerce of Dundee.) P.P. 1. The principle of limited liability in associations for mercantile purposes should not be admitted.
J. S. A. 12. Power of conferring charters of limited liability should not be in Board of Trade ;
141 Approves American Special Partnerships Act --preferable to the Continental commandite partnership law, because, under former, special partners' capital to be paid up at once. Contracts in partnership articles to refer disputes to arbitration should be enforced. No. 47. BOUSFIELD, CHARLES, Merchant
182 (Selected by the Chamber of Commerce of Leeds.) P.P. 1. Liability not to be limited in any partnership for trade.
J. S. A. 11. For draining or other like objects, Board of Trade may be empowered to confer limited liability. Lastly. All partnerships to be registered. No. 35. Bristow, James, Director of the Northern Banking Company - BELFAST. 143
(A Vice-President of and selected by Chamber of Commerce of Belfast.) 1, 2. Unfavourable to any limitation to liability of partners. 3. If admitted at all, to be strictly confined to enterprises not likely to be undertaken by few individuals. 11. Charters confirming limited liability may be granted when approved of by Board of Trade.
* Private Partnerships.
† Joint Stock Associations. # These numbers refer to the replies, which contain the principal matters recommended by the respondents. Of such matters an abstract is here given. It was feared that an abstract of arguments and views could not be given with the necessary conciseness, without risk of an imperfect statement of the views of the respondents.
No. 39. BROOKE, John, of the firm of John Brooke and Sons, Woollen
HUDDERSFIELD. 915 (Selected by the Chamber of Commerce of Huddersfield.) P. P. 1, 3. No limitation of liability in these. Registration of all actual partners.
J. S. A. 3. If more than six partners, a capital of 30,0001. at least to be paid into Bank of England, and not withdrawn till registration certified. Liability of all shareholders may be limited to a fixed multiple (say three times) the capital paid up. 14. Provision for surplus fund out of profits. 16. Shares transferable with registration. 18. No compulsory dissolution on loss. 22. Registration of names, not of accounts.
No. 12. Brown, JAMES, Merchant
DUNDEE. (Selected by the Chamber of Commerce of Dundee.) P.P. and J.S. A. 3. Liability of non-acting partners may be limited, without special authorization, in any business, (14) to declared contribution ; dividends received to be retained. 16. Shares transferable when paid up in full. 18. No compulsory dissolution on loss. 20. In public companies compulsory registration of contract of co-partnery in legal form, (21) not of accounts. No. 32. Brown, William, M.P., of the firm of Brown, Shipley and Co., Merchants
LIVERPOOL. (Selected by the Chamber of Commerce of Liverpool.) 1. A change from present system of unlimited liability would be injurious when private capital is equal to the undertaking. Cases of extreme risk, as in mining, &c. and extensive railroads, &c., where individual capital not sufficient, should be exceptions. 11. Limited liability should be obtained from Parliament only; the power placed in Board of Trade difficult and onerous. No. 68. BURROUGHS, JEREMIAH, Merchant, Addle Street
• LONDON. P.P. 2, 3, 19. Liability of all or any of the partners may be limited in any business, without special authorization. 14. Capital to be paid up; profits accruing to commandite partners to be withdrawn only every three years. 16. Shares not transferable. 18. Compulsory dissolution, or further liability, after loss of two-thirds of capital. 19. Limited partner to be free to take active part. 20, 22. Registration and publication of capital, and share of profit. 21. No compulsory publicity of accounts.
J.S.A. 11. One principle to apply to all; perhaps liability should extend to double the paid-up shares, and (3), a minimum amount of contribution fixed. 21. Half-yearly statements of accounts. No. 24. CLARK, James, of the Fi of James Finlay & Co., Merchants - Glasgow.
(A Member of the Chamber of Commerce of Glasgow.) 1. The principle of unlimited liability should be maintained (3 and 11) without any exception whatever.
No.9. COTTERILL, William Henry, Solicitor, Throgmorton Street - LONDON.
70 P.P. 3. Liability of non-acting partners may be limited in any business without special authorization, (4) but so that at the time of failure each limited partner shall be liable to pay his full subscription without reference to previous payments or receipts : (12) in banks issuing notes payable to bearer (which should not be permitted), any partner to be liable without limitation on the notes. 16. Shares transferable with registration. 18. No compulsory dissolution on loss. 20. Registration of partners' names and limited contributions, (21) not of accounts.
J. S. A. 6 and 11. May be formed without special authorization, but registering officer should ascertain that each partner understands the partnership agreement. No. 4. Cotton, William, a Director of the Bank of England
60 P. P. No material alteration of the law as to liability of partners.
J. S. A. In undertakings of public importance, limitation of liability should be provided for by Act or Charter.
No. 61. Cross, William, late Manager of the Liverpool Borough Bank,
and now a Partner in the Firm of A. Dennistoun and Co., Merchants - LIVERPOOL. 216 P.P. and J.S.A. 3, 19. Liability of all or any partners may be limited in any business without special authorization; (11, 20) to be clearly set forth on all documents or bills of the company; perfect publicity of names and subscribed capital. 18. No compulsory dissolution on loss. 21. No compulsory publicity of accounts. No. 66. COUNCIL of the CHAMBER of Commerce of
235 P.P. 3. Liability may be limited where not more than ten partners, one at least being unlimited, and each silent partner bringing in not less than 1,0001., in private trade or manufacture only, not banks, insurance, or other undertakings of a public or joint-stock character, (14) to declared con. tribution ; profits drawn out in previous two years to be liable to be refunded. 4, 20. Registration and publication of firm, names of all partners, business, contributions of limited partners, and the term of partnership; the “ firm” to indicate limitation. 16. Shares not transferable. 18. Capital lost to be replaced out of profits, or by new investment. 19. No restriction on interference by limited partners, except in purchasing or selling, receiving or giving payments, or writing name of firm. 21. No compulsory publicity of accounts.
J.S.A. 11. For great public purposes may obtain limitation of liability by grant of Board of
196 (Selected by the Chamber of Commerce of Manchester.) P. P. and J. S.A. 1. Unlimited responsibility should not be altered. 11. All should be on one common principle as to liability. No. 27. ELLIS, WILLIAM, Manager of the Indemnity Marine Assurance Company
119 P. P. and J. S. A. 1–5. Liability of partners, whose names do not appear in the firm, may be limiteri, provided they make known to all parties with whom they contract the extent of their liability. 14. Past distributions of profits, which appear to have been justified, not to be disturbed.
No. 25. ENTWISLE, William, Banker
MANCHESTER. (Selected by the Manchester Commercial Association.) P. P. Unlimited liability should be retained without modification as general rule, with regard to trading associations; special exemptions by charter or act.
J.S.A. 4–6. General enactment to give the right of association for waterworks and other public local works, lodging houses, reading rooms and the like, to be defined with reference to proportion by which fixed capital exceeds floating capital. 11. Board of Trade to have power only to declare whether an association comes within those authorized by the general law. 14. Liability to be limited to sub. scribed capital. 16. Shares transferable. 20. Registration of constitution, (21) not of accounts, except in insurance offices.
No. 63. Fane, Cecil, one of the Commissioners of the Court of Bankruptcy · London. 221 P.P. and J.S.A. 3. Limited responsibility applicable to all persons who put capital into a nouse, but do not make themselves general partners by their own agreement, or announce themselves as such, in any business, (11) without interference of Board of Trade or Parliament. 14. Profits earned to be retained; taking dividend known not to have been earned to be deemed a fraud. 16. Shares transferable. 18. No compulsory dissolution otherwise than in bankruptcy. 20, 21, 22. No compulsory registration of names of contributors. 31. Suggested enactment to legalise advances of capital for å share of profits, without constituting partnership, and to restrict excessive interest or profits, in case of bankruptcy (page 171). Suggested enactments for re.nedies against companies. No. 55. Farrer, James William, late a Master in Chancery • London.
200 P.P. 3. Limited responsibility not to be mule applicable.
J. S. A. 3. Limited responsibility to be made applicable to partnerships of more than six, shares being not less than 501., for any business, subject to periodical inspection. 16. Shares transferable. 18. Inspectors to express opinion as to winding up or continuing. 19. Some limited partners to be permitted to take part in the business. 20. Registration of description and terms, names, and constitution of partners. 21. Accounts to be inspected and distributed half-yearly. No. 8. FRESHFIELD, JAMES, Junior, of the Firm of J. C. & H. Freshfield, Solicitors, Bank Buildings
67 No limitation of liability of partners in trade towards the public.
J.S.A. Corporations, or societies of shareholders with transferable shares, the business being carried on by directors, and the liability of shareholders limited, should not be permitted for trading purposes. They may be useful for undertakings requiring long duration or large permanent outlay. P.P. Commandite partnerships objectionable. No. 33. GilbART, JAMES WilliAM, F.R.S. General Manager of the London and Westminster Bank
135 Joint Stock Banks. 9. General enactment fixing conditions on compliance with which shareholders should have limited liability without reference to 'Treasury. 10. The general principles might be: fixed amount of paid-up capital ; liability for three or four times the capital; restriction against incurring debt beyond a certain multiple of paid-up capital. 12. Prohibition against any business but banking, against investments in foreign securities, advances on land and other dead securities, rediscounting bills of exchange, and limitation of loans to one person or firm. 13. No difference between banks issuing and not issuing notes. 16. If commandite partnerships introduced, ample information should be given by them to every customer, otherwise than by registration or publication in Gazette. No. 5. a. Report of Chamber of Commerce of
63 (April 2, 1851.) Adverse to limitation of responsibility, except in special cases of national importance. No. 1. GURNEY, SAMUEL, of the Firm of Overend, Gurney & Co., Billbrokers
London. P.P. Liability of members of firms of limited numbers should be unlimited.
J.S. A. Limitation of liability expedient, when the object is one for which a private firm would be incompetent-except banking. No. 22. HANKEY, THOMPSON, Junior, M.P., a Director and late Governor of the Bank of England
101 Every facility should be given for arrangements regarding partnerships not inconsistent with honesty. The only enactment requisite is, that every association of more than a very limited number of partners be publicly registered, and liability of each partner specified; and where no such registration, each partner to be responsible without limit. French system of “ sociétés anonyines” may be advantageously introduced. No. 50. Hawes, William, Chairman of the Committee of Merchants and Traders for the Amendment of the Law of Debtor and Creditor - LONDON.
191 P. P. 1, 3. No limitation of liability.
J.S. A. 3, 12. For banking or insurance no limitation of liability: 11. For a new or useful purpose, requiring very considerable capital, to be entitled to a charter with limited liability on complying with regulations of a general Act, and assent of Board of Trade to the object being within the scope of the Act. Arbitration clauses to give right to compulsory reference. No. 40. HESP, EDWARD LAKE, Solicitor
HUDDERSFIELD. 161 (Selected by the Chamber of Commerce of Huddersfield.) P.P. 2. Liability of non-acting partners may be limited in partnerships of not more than (say) six. 17. To be formed for (say) five years only at a time for any business except banking and insurance. 2, 20. Names of all the partners, annount of limited partners' capital, the term, and any other important provision, to be registered and advertised. 2. Limited partners' capital to be paid up at once. Profits annually withdrawn to be limited to 8 or 10 per cent. ; liability to continue till dissolution published, or (perhaps) till three years after notice. 2, 16. Shares not transferable. 18. When three-fourths of capital lost, dissolution optional to, but not compulsory on, limited partners. 21. Publicity of accounts not advised.
J. S. A. 2, 11. Limitation of liability, to be obtained only (as at present) by special application to the Crown or Parliament. 8. Observations against limitation of liability of shareholders in jointstock banks.
No. 26. HOLLAND, CHARLES, Merchant
LIVERPOOL (Selected by the Chamber of Commerce of Liverpool.) P.P. 3. Liability of non-acting partners may be limited in any business, (11) without special authorization, (14) to the original sum, the assumed profits to remain as a guarantee, or at all events only interest at a fixed rate to be withdrawn, until expiry of partnership. 16. Shares not transferable. 18. No coinpulsory dissolution on loss. 20. Registration of partners' names, amount of capital, duration, (21) not of accounts.
J. S. A. 11. To be formed, when interfering with private rights, only by Act of Parliament, when not involving private rights, under charter to be granted by a public board under known provisions and at small cost. 16. Shares transferable, but in banks only when paid up.
Observations on banks.
No. 56. HOLLAMS, John, of the Firm of Marten, Thomas, and Hollams,
P.P. 3. Composed of not more than twenty-five persons; minimum capital of each limited partner 1,0001. 16. Shares transferable, if so agreed." 3, 20, 21, 22. No further particulars to be registered than the names and amount of capital of partners.
J.S.A. 3. Of more than twenty-five persons; Registration Act, with certain Amendments, still to apply; shares to be not less than 1001. each, to be paid up in full. 16. Shares transferable as at present. 20, 21, 22. Denomination should mark the nature of the undertaking. Deeds, &c. to be registered as at present. No. 42. HOLROYD, EDWARD, one of the Commissioners of the Court of
Bankruptcy P.P. In the first instance, limited responsibility should be made applicable to private partnerships of a limited number of partners, not for banking or insurance; registration of names and descriptions of partners, capital, term, and changes of partners; unlimited liability for partners not paying up capital as agreed, or withdrawing it during term: profits of previous six years to be liable to be refunded.
J.S.A. For enterprises of local public utility, greater facility for obtaining the benefit c. 73. (Companies Powers and Immunities by Letters Patent Act.) No. 45. Howell, John, of the firm of Ellis, Everington, and Co. Warehousemen, St. Paul's Church Yard
LONDON. P.P. 3, 19. Liability of non-acting partners may be limited in any business, (11) without special authorization, (4) for a term not exceeding seven or ten years. 16. Shares not transferable. 4. Registration of limited partners' capital actually invested, and share of profits, (21) not of accounts. J. S. A. 11. May be formed without special authorization. No. 28. HUBBARD, JOHN GELLIBRAND, Governor of the Bank of England
LONDON. P.P. Where unlimited power of borrowing exists, unlimited liability should attach; security of shareholder in restricting company from incurring debt.
But loans to traders for an agreed share of profits should be authorized, the lender to incur no further liability, and to rank with other creditors in bankruptcy of trader. No. 48. IRWIN, EDWARD, Merchant
J.S.A. 11. Publio companies (except banks of issue) to have limited liability. Shares transferable ;
LONDON. P.P. and J.S.A. On general principle of limited liability, or commandite, not to be allowed at present. Limitation of liability of non-acting partners should be allowed, when sanctioned by some board or officer, who should judge of expediency of undertaking, and see that due protection was afforded to the shareholders and creditors. No. 18. KINNEAR, John G., Merchant
GLASGOW. (Secretary of and selected by the Chamber of Commerce of Glasgow.) P. P. and J. S. A. 3. As a general rule, liability of partners in trading joint stock companies not to be limited. Exceptions in favour of great national undertakings requiring greater amount of capital than can be otherwise provided. 11. Limited liability to be conferred by Parliament only, not by Board of Trade.
No. 31. LATHAM, ALFRED, a Director of the Bank of England London. Distinction between associations of many for some public work, where, after completion, no buying on credit, and no selling-in certain enterprises of which kind limitation of liability may be to public advantage—and associations of few for ordinary trading, in which unlimited responsibility should be in no degree modified.
179 (Selected by the Chamber of Commerce and Manufactures of Edinburgh.) P. P. 7, 11, 19. Liability of all or any of the partners may be limited to double the paid-up capital by special authorization of Board of Trade, in any business (18) to be under the control of a board to be satisfied of payment of registered capital. 16. Shares not transferable without consent of other members. 18. Compulsory dissolution when 75 per cent. of capital lost. 20. Name to indicate limited liability. Registration of names and contributions, (21) not of accounts.
J. S. A. 11. With liability limited to paid-up capital, may continue to be sanctioned by the Crown or Parliament. No. 15. Levi, LEONE, Lecturer on Commercial Law, King's College · LONDON.
77 P. P. and J. S. A. 3. Liability of non-acting partners may be limited without special authorization in any business, except banks of issue, (14) to declared contribution; profits withdrawn to be retained, but small reserve fund to be provided. 16. Shares not to be transferable. 18. Compulsory dissolution on loss of 25 per cent. (?). 20. Compulsory registration of constitution, (21) and of periodical accounts. 23. Statistics of Irish anonymous partnerships. 25. Statistics of partnerships in France. No. 15 a. Abstract of a Common Form of Deed of Commandite Partnership in Italy. No. 17. Lowe, Robert, M.P., one of the Joint Secretaries of Board of Control
83 P. P. and J. S. A. 3. Liability may be limited in any business, (11) without special authorization, (12) as the shareholders may determine. 15. Government audit of accounts. 18. No compulsory dissolution on loss. 20. Compulsory registration of terms of partnership. No. 36. Ludlow, John Malcolm, Barrister-at-Law
144 P. P. and J. S.A. 3, 19. Liability of partners, non-acting towards strangers may be limited in any business, (11) with preliminary sanction of a public board, if more than seven managing partners and 40,0001. capital, or if more than 5 per cent. profit sought, the only guarantees to be required being general ones as to character, resources, and management. 14. Liability to be limited to declared contribution, profits withdrawn not to be refunded. 16. Shares transferable when paid up, with registration. 19. In case of loss of given proportion of capital, dissolution to be taken into consideration, and stringent powers of dissolution to be given. 4. Intimation of limited liability through name; particulars to be registered; keeping and auditing accounts; a public board to have power of public auditor. Appendix,—Summary clauses in the event of execution or enormous loss. Heads of Bill to amend Irish Anonymous Partnerships Act. No. 58. MACFARLAN, John F., Chemist
208 (Selected by the Chamber of Commerce and Manufactures of Edinburgh.) 3. Advantages not to be given to partnerships or joint-stocks when individual capital and enterprize sufficient to accomplish the object.
4. When liability limited, capital to be paid up, and parties to be liable for double that amount; no transfer of shares, except to parties equally solvent. 11. Parliament to deal with the cases as they arise. 12. In life assurance societies reserve fund to be provided out of profits. 18. If three-fourths of capital lost, compulsory dissolution. 20. Registration of names of limited partners. 21. Board of Trade to regulate examination of accounts. No. 19. M'Laren, David, Merchant,
90 (Selected by the Chamber of Commerce of Leith.) P.P. and J.S.A. 3. Liability of non-acting partners may be limited in any business, (11) without special authorization, (14) to declared contribution ; profits not to be refunded." 16. Shares transferable with registration. 18. No compulsory dissolution on loss. . 20. Compulsory registrations of partners' names and limited contributions, (21) not of accounts. No. 67. Mill, John STUART
237 Favourable to authorizing limitation of liability. No. 49. MILLER, RICHARD, Merchant
185 P. P. 3, 11. Liability of non-acting partners may be limited without special authorization, in any business (14, 15) profits withdrawn to be retained. 16. Shares when paid up, transferable. 20. Registration of contributions, and perhaps of names, of limited partners, (21) not of accounts.
J. S. A. 11. Complying with general regulations, to be entitled to sanction of Board of Trade, so as to become legally constituted with limited liability. No. 3. More, J. S., Professor of Scotch Law in the University of EDINBURGH.
57 P. P. 3 and 5. Liability of non-acting partners may be limited, (11) without special authorization, in any business. 14. Profits withdrawn to be retained. 16. Shares transferable. * 18. No compulsory dissolution on loss. 20. Registration of names, and limited contributions (if any) in all partnerships, (21) not of accounts. No. 60. MOWBRAY, ROBERT, Junior, Banker
214 (Selected by the Chamber of Commerce of Leith.) P.P. and J.S.A. 11. The power of limiting liability should be confined to Parliament. 12. In banks and life assurance societies there should be no limitation of liability. No. 55A. NEALE, E. VANSITTART, Barrister-at-Law
201 P.P. and J. S. A. 3. Companies may be formed in which individual liability limited to declared contribution, of which at least one-half to be paid up; no dividends out of capital; precautions to insure notice of constitution and amount of capital. Loans to be authorized entitling lender to a share of profits, to be postponed to trade debts, and not demandable without notice of (say) twelve months, without involving liability, unless lender has knowingly received dividends out of capital, or interfered in the business. All loans upon which more than 5 per cent. interest is taken, to be postponed to trade debts. No. 37. NICOL, ALEXANDER, Dean of Guild
157 P.P. 3. Limited responsibility should not apply to these.
J.S. A. 3. Limitation of liability may be applied to partnerships with a larger number of partners, but only when so granted by Parliament ; (14) to extend to profits of three years. 16. Shares transferable, name of seller to be advertised, and his liability to continue till next annual balance. 18. When half the capital is lost, company to be wound up, or liability to be unlimited. 4, 20. Registration and publication of names and number of shares of partners. *21. Publication and Government audit of accounts.