Notice must be given of all transfers of shares. ration signed by the general partners must also be made that the amount of capital of the commandite partners has been all subscribed; that each commandite partner has paid at least a fourth part of the amount he has subscribed, and that the council of inspection has been appointed. As the commandite partnership does not exist till the consent of the government has been obtained, no transaction is valid if made before such consent has been granted. No share can be issued on the credit of the commandite partners. The shares cannot be transferred without the consent of all the partners. Notice of the transfer must be given to the company, and the same must be registered in the book of register of shares; and no one is considered a shareholder unless he has been entered in the book. So long as the full amount of the share has not been paid, the original allottee remains bound to the company for the payment of the arrears. The general partners must lay before the commandite partners and council of inspection the balance-sheet of the previous year during the first six months of the ensuing year. All the regulations respecting the calling of general meetings and the authority of the council of inspection are the same as those of the French law of 1856. No part of the capital advanced can be repaid to the commandite partners so long as the company is in existence; nor can any rate of interest be secured to them. The death or bankruptcy of a commandite partner does not produce a dissolution of the partnership. The general partners and the council of inspection are responsible for any amount of capital repaid to the commandite partners; for any interest or dividend paid to them not out of profits, for any division of property or repayment of capital without observing the proper rules. The winding up of the company devolves on the general partners and council of inspection (a). Canada.-A law on Limited Partnerships has been introduced in Canada in all important particulars the same as that of New York (b). Holland.-Partnerships en commandite are allowed, the same as in France (c). Italy.-Commandite partnerships must in all cases receive (a) German Code, §§ 173 to 196; German Code, §§ 250 to 270. (b) 12 Vict. c. 75, 1849; 17 Vict. c. 9, 1853. (c) Dutch Code, §§ 19 to 21. the authority of the Government, and their deed must be approved in the same manner as "anonymous partnerships." New South Wales.-Limited partnerships may be formed for the transaction of agricultural, mining, mercantile, mechanical, manufacturing, or other business, except for banking and insurance. The firm must contain the name of the general partners only, with the addition of the words "and another," or" and others." In other particulars the law does not differ from the preceding statutes (a). Portugal.—The law on commandite partnerships is the same as in Spain and France (b). Russia.-Commandite partnerships must be established with the same formalities as other partnerships. The commanditaire cannot bind the partnership by his acts, and is only responsible for the amount he has invested. In the copies or extracts to be presented to the public authority the names of the commanditaires may be omitted, but the capital they invest must be stated. Spain. The same law exists as in France. The capital of partnerships en commandite is divisible in shares. The share may be represented by cédules or scrips, and they may be divided in coupons. The shares are not issued till the money has been paid; and if they are issued before this payment, the party who delivers the share is responsible. The transfer is effected by a declaration of transfer enrolled in the register of the partnership. The transferors of shares enrolled continue responsible so long as they have not paid the entire amount of each share (c). SECTION VIII. ANONYMOUS COMPANIES. FOREIGN LAWS. anonymous France.-An anonymous company is carried on, not in the Nature of name of any of the partners, but by the name or object of the companies. undertaking. The credit of such companies does not rest on the solvency of any partner. The name of Sociétés anonymes is given to companies of a small number, and of Compagnies (a) 17 Vict. c. 19, 1853. (b) Portuguese Code, §§ 565 to 570. VOL. I. I Petition to the Préfet of the department. One-fourth of the capital must be reserved. anonymes to companies of a large number. In an anonymous company no partner has an unlimited liability, none can lose more than the sum they have invested. Such company can only be formed by the authority of the State, which will consider whether the capital is proportionate to the extent of the enterprise, and whether the management is placed upon a proper footing. The company must be formed by deed before a notary, and until the authority of the State has been obtained, partners would only bind each other conditionally. The mode of obtaining the authority is as follows. The deed and documents of the company must be enclosed to a petition, addressed to the Préfet of the department. The petition must be signed by all who have signed the deed, and by parties subscribing at least one-fourth of the real capital. The same must be accompanied with an authentic copy of the deed. The deed must state the business which the company will undertake, the name by which it will be carried on, the domicile, duration, and amount of capital, the number of shares issued, and the mode of management. After one-fourth of the capital has been secured, permission may be obtained to commence the business before the whole has been subscribed. The Préfet will send the petition and documents to the Minister of the Interior, with his opinion:-1. As to whether the enterprise is contrary to law, morals, or good faith, or opposed to the interests of commerce; or whether the success is likely to be improbable or inconvenient to the shareholders. 2. As to the character of the subscribers, especially where the subscribers of one-fourth of the capital only are known, and the character of the managers, if they are named. 3. As to the extent of means of the subscribers, and whether they are in a position to pay the amount of their shares. The documents and opinion of the Préfet are examined by the Council of State with a view to enable the Ministers to decide-1. Whether the conditions of the deed are in conformity with the laws and ordinances which secure their execution. 2. Whether the object of the company is lawful. 3. Whether the capital is sufficient. 4. Whether it is well guaranteed. 5. Whether the interests of all the partners are sufficiently secured. 6. Whether the administration offers moral guarantees both to the parties interested and to the public. When the proposed company is for banking, the opinion of the Préfet Government fused. directors. must be given especially as regards public utility. The author- Authority of ity of the Government may be refused if there be proper may be recause, and the Minister may hear any objection which may be offered to the establishment of such companies. The decree and the deed itself must be posted up in the same manner as the documents of other partnerships. The affairs of an anony- Authority of mous company are administered by directors or clerks, sometimes chosen from among the partners; sometimes strangers, after a council, composed of shareholders, is formed to direct and watch over the management, and no one else has a right to mix himself in the affairs. When the deed does not specify the authority of the directors, or managers, their powers are such as a salaried agent possesses. The authority of the manager may be revoked, especially when he is not a partner. The capital of an anonymous company is divided into shares, which may be created to order or to bearer. The shareholders participate in the profits by dividends, which increase or diminish with the profits. The creditors of an anonymous partnership can only sue the managers; but they are not personally responsible except in case of fraud. If the estate has not sufficient to pay its debts, it may be wound up, and declared bankrupt. If the creditors discover that dividends were made when there were no profits, they may institute a criminal suit for the same against the managers, and any one who gave authority to that effect. Neither the managers of anonymous companies, nor the creditors in case of bankruptcy, would have any means of suing the original shareholders for the completion. of payment of their shares after they have transferred them, unless they have taken the precaution to receive some security when they issued the shares (a). Germany.-An anonymous company is a company in which all the partners advance a certain amount of capital, without incurring any personal responsibility for its obligations. The capital is divided into shares, and parts of shares. Such companies can only be established with the authority of the State. It must be formed by deed, which must set forth the name and domicile of the company, its object and duration, the amount of capital, and the number of shares, the kind of shares, whether (a) French Code of Commerce, §§ 29, 30, 42, and 45; Pardessus, Droit Commercial, Vol. iii. p. 136. Anonymous companies must be formed by deed. Subscribers to shares bound to pay 40 per cent. Power of board of inspection. in favour of persons nominated or of bearer; the principle on which the accounts are to be made up, the mode of appointing the board of directors, the mode of voting, and the form of advertisements. The deed must be registered at the Tribunal of Commerce, and an abstract of it, containing the principal provisions, must be published. The company does not exist till the authority of the State has been obtained. No shareholder can at any time withdraw any part of his investment, and no fixed rate of interest can be secured to the shareholders. Where the whole amount of the share has not been paid up, notice for calls should be advertised at least three times, and the last time at least four weeks before the time fixed for payment. If the shares are in favour of persons nominated, and not to bearer, special circulars should be sent to them instead of resorting to advertisements. If the shares are in favour of bearers they should not be issued till the whole amount has been paid up. Bills or notes are not sufficient. The subscriber is bound unconditionally to pay forty per cent. of the share; he cannot avoid this obligation by transferring the share to a third person, nor can the company exonerate him from it. A subscriber who is declared to have forfeited his share for delaying to pay his calls, remains still bound to pay forty per cent. of the amount. A shareholder may, by agreement, be exonerated from further payment after he has paid forty per cent. As long as the amount of the share has not been paid in full the shareholder cannot release himself from his responsibility by transferring his share to another, unless the company consent to transfer his liability to that other person. Even in that case the retiring shareholder would remain bound to the company for his arrears, and for all the obligations entered into by the company up to the period of his retirement. In the general management of the company the shareholders have one vote for each share. If a board of inspection has been appointed, such board has the same rights in anonymous partnerships as in commandite partnerships by shares. The company may have a board of management to consist of one or more members, paid or unpaid, shareholders or not. The names of the members of such board must be entered in the registers of trade. The board must sign in the name of the company, and in the form specified by the deed. They cannot exceed the authority given to them as regards the trans |