Mr. T. HALL-HALL: I wish to say a word or two first about the question which has been most spoken about, and that is the registration of the names of traders. Now as regards large businesses that seems a very feasible proposition, but to register the names of the members of all sorts of private partnerships-I do not know if that is what was meant by the paper-would, it seems to me, entail a great deal of trouble on partners, and not be worth doing. For you must remember that it is not only big city firms who form partnerships, but also persons who have but little capital, such as small grocers and perhaps dustmen. Some of them would hardly have the literary ability to write their own names. A gentlemen alluded to the practice in France and other foreign countries of not allowing business to be carried on except under a name which would exactly describe the name of the existing firm. That would be rather a hard measure to introduce into England, for we know there are businesses in the city which have been carried on for a century or more under the same title, when there has been no partner in the firm of such a name almost from its foundation. I think it would be a pity for them to have to change the name of the firm whenever a new partner was admitted or an old one retired. Where there are many partners such changes must be frequent; every two or three years perhaps when there are ten or twelve members. But it might very well be enacted that all assumed names should be registered, and I think it would be very fair for the Chancellor of the Exchequer to derive a benefit from that as he does from the registry of trade marks, the name of the firm being treated as a trade name. As regards the whole subject of the paper read to-night, I want to make one or two remarks. I am not quite clear how far it is true to say that the authority of the directors of a joint-stock company is any more limited than the authority of partners in a private partnership. In both cases it is based on the same principle, that of agency. The directors have power as agents of the shareholders to carry out all the objects of the company. When these acts were first passed I think it was the habit to register the memorandum of association with the objects stated very concisely indeed-such as "the conveyance of passengers and goods in ships or boats between such places as the company may from time to time determine, and the doing all such other things as are incidental or conducive to the attainment of the above object." But now when a company is formed-I happen to have seen a considerable number in the process of formationthe objects as stated in the memorandum often contain as much printed matter as a page and a half of this paper, and they give most extensive powers for carrying on businesses of various sorts and in all possible ways, and the directors can as regards outsiders pursue any of these numerous objects without exceeding their authority. The concise form which was formerly adopted as in practice been found very inconvenient, and a considerable number

of companies are wound up and re-constituted simply to enlarge their objects. As no one has hitherto to-night said anything on the subject, I want in a few words to mention a few disadvantages which seem to attach to the principle of joint-stock companies. First, I think we all see that they open the way to a good deal of speculation which ought to be discouraged. A great many companies are formed on the principle of " Heads I win; tails you lose." Whether the company is successful or not, money goes into the pockets of the promoters; if it is a failure the shareholders and the creditors alike are deprived of everything they have advanced. Again, in companies, one may be in danger from one's fellow shareholders. The private interest of members is often in conflict with the interest of the company. I heard not long ago of a company with a paid-up capital of several millions, yet one member whose holding was of the nominal value of £50, and actual value of £15, brought an action to restrain the directors from paying a dividend they had declared. I am glad to say he failed, but the company were all the same put to expense. One must always look forward to the end. A new Bankruptcy Act has been passed, the provisions of which are said to be very stringent. Private partnerships are subject to this new law. Private limited companies are not. They can only be wound up under the Companies' Acts. I will not venture to say which method of final dissolution is the better, but in contrasting the advantages of the two systems of carrying on business, this is a point which deserves consideration.

Mr. MULLINS: There is one point which has not been noticed, namely, the necessity for having the names of deceased partners advertised out of a firm. As the law at present stands any firm may continue for a number of years, and may be trusted on the strength of the existence in it of certain partners, known to be men of wealth and of business capacity. By the death of these partners the character of the firm may become completely altered, and yet the public have no notice of the fact unless they happen to recognise the death in the ordinary obituary notices. There may be great difficulty about the general registration of partners, and it is no doubt a serious question to pass an Act requiring all partners, in every trade, to be registered:-it is, in fact, a very wide subject, and such an Act would not be passed without a considerable amount of difficulty and consideration; but whatever difficulties there are on that point the other is one on which there ought to be no hesitation whatever. We ought, certainly, to have an Act passed requiring that the names of deceased partners should be advertised out of firms. In regard to the other portions of the paper we are, doubtless, all agreed as to the benefit that would arise from the adoption of the principle of limited liability of partners, either in the form of a commandite partnership, or in some other way. There can be no doubt, I should think, of

the advantage of it; but I also think that it is a point that will take time to bring home to the ideas of English people.

Mr. JENNER: I think Mr. Malleson rather misunderstood the point in the case he quoted of Smith and Jones. He says that supposing Smith and Jones have £40,000 each, and agree to commence business with a joint capital of £50,000, to which Smith contributes £40,000 and Jones £10,000; and supposing their customers know that £50,000 is the capital of the firm, then, in the event of Smith and Jones becoming indebted to the extent of £60,000, those who knew the amount of the capital was only £50,000 would not be aggrieved by being told they would be entitled to nothing beyond the £50,000. Now I think the reasoning on that would only be just if all the creditors knew that their joint debts only would amount to £60,000; but if A trusts them to the extent of £20,000 he does not know to what extent any others may trust them, or what the total indebtedness of the firm may be. As to registration of partners, the only reason that can be given against it is the English habit of not allowing the public to pry into their private affairs. That feeling is, I think, more prevalent in England than on any part of the Continent, and to some extent it is quite right and just; but when you consider the great extent to which commerce is carried on, if you had registration of partners you would have a much easier method than at present of forming a judgment as to the standing of different firms. At present it is only guesswork. When a greater spirit of democracy prevails in England I believe this will be altered, because public feeling will be changed. course, you may say you can go too far in allowing persons to pry into private affairs, and there would be objections raised here to the system which prevails in Norway, where the names of partners are advertised in the newspapers; but that shows how far some people will go; incidentally, I may also state that newspapers in that country publish the assessments for income tax. I believe the amount of capital furnished under commandite partnerships is satisfactory. Very often in the case of a partnership of three persons one will die, leaving his son a minor. Under the English law, if the business is carried on by executors representing the minor, they become personally liable as we have heard; but that is not so under the commandite system, and possibly executors might find it desirable to form the business into a commandite partnership until such time as the son can enter the firm as a responsible partner. Near the end of page 10, Mr. Malleson says, "It seems to me that there is no reason sufficiently valuable to make it work, while to sanction the confusion that would necessarily follow from the existence of the two forms of partnership, side by side, so as to be outwardly undistinguishable." Now, the German law says that firms en commandite must set forth the names of the partners who are personally liable, who are also the

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managing partners, and the whole condition of the company. The style of the commandite firm would be Smith, Jones, and Company. If the same were introduced into England, the limited companies would be distinguished by having the word limited written after the word company." We should then know the limited companies from the commandite firms. I believe the French law does not permit the use of the word "company" unless there is actually a partnership.

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Mr. NESBITT: That is so.

Mr. JENNER: I can only think that it must be to the interest of good firms that the names of the partners should be known; and opposition to registration can only come from those firms who wish to trade upon the ignorance of other people by representing that certain men belong to the firm who have ceased to be connected with it.

Mr. NESBITT: The foundation of the French law in regard to partnerships is that every trader should be registered. Every trader has to give in his name and address and the trade he follows, at the Tribunal of Commerce of the city; and on the same principle every partnership firm is required to furnish the names and addresses of the parties constituting the partnership. It is a very great advantage to the commercial community. The disadvantage has been alluded to in respect of old established firms losing the prestige acquired by a long course of business, through the demise of a partner, if they had not the benefit of continuing the old names. That is a disadvantage, but, on the other hand, the whole system of registration in France has been attended with very great advantage, owing to the ease with which you can discover the persons against whom creditors can claim. The advantages of the French system extend beyond that of registration. They have the form of partnership called the Societé Anonyme which differs from our limited companies in this important respect, that three-fourths of the nominal capital must be subscribed, and one-half of the capital so subscribed is to be paid up before the Company can commence business; in the next place, the first subscribers continue liable for their subscription until the whole amount thereof shall have been called up and paid; so that a person subscribing, say, to the extent of £40, of which £20 is paid up, though he may have assigned his shares, remains liable for the further calls that may be made on them, if his assignee, or the re-assignee, even to the tenth generation, should fail to meet them. That, of course, is very different from our system. Then, in regard to the system of the Societé en commandite, another form of partnership which is largely adopted, it is an advantage to a person to be able to limit his liability to the amount he puts into a mercantile concern. He does not risk his capital at all unless he has full confidence in the person professing to understand the trade and

in his being of ability to carry it on, while that person, on his part, is so carrying it on with a rope about his neck and about his property, being liable and solely responsible for the proper carrying on of the business he has undertaken, while the capitalist behind him is secure of losing no more than the amount he has voluntarily engaged to put in. The unlimited liability of that person is registered, and the extent of the capital in front of and behind him is also registered. I think these are advantages which the system sanctioned by our law does not present, both in regard to the solidity of the Societé Anonyme, and in the simplicity of the Societé en Commandite. Why the commandite system has not taken root in England I have never been able to see. It is very commonly and extensively practised in Paris, universally understood, and works with great advantage to the trader and to the capitalist.

Mr. MORTIMER MALLESON (in reply): It has been remarked by several gentlemen who have spoken to-night that they have not been able to conceive the reason why the registration of partners has not hitherto been introduced in England. I believe the main reason of that, is that the Board of Trade, as represented by Sir T. H. Farrar, had some strong objections to it. So far as I know, the ground of objection is that there is no actual revenue derived by the State in respect of traders generally, as a class. There are certain duties payable to the State by vendors of patent medicines and licensed grocers and various special classes of traders. The consequence is that the State in those cases is very willing to enforce the taking out of the licenses. That is a reason which I have heard advanced against the registration of partners generally. I suppose that can be easily cured by making such registration taxable in the same way. The Chairman in what he said to you drew attention to the fact that private enterprise by persons numbering more than 20 joining in a partnership was entirely put a stop to by the provision of the Companies' Act of 1862, which limits the power of carrying on business without registering thereunder to members under twenty. Well I may mention in support of what he said that there have been numerous cases where certain Mutual Marine Insurance Societies, (which of course to be effective, must number considerably more than 20 members) have got into very great difficulties owing to that fact. They found they had been members of what is decided to be an illegal partnership, and therefore there are difficulties in the way of enforcing rights arising thereout, in a court of law. I confess that might be some reason for extending the number of persons who should be allowed to associate in an ordinary common law partnership. I cannot say that is one of the points to which I addressed my paper. I rather pointed to the number of original partners in a limited liability partnership, being lessened. It was observed by Mr. Slater, that I seemed to take the view that