Chambers's Edinburgh Journal, No. 426: Volume 17, New Series, February 28, 1852Various
History
Chambers's Edinburgh Journal, No. 426: Volume 17, New Series, February 28, 1852
Various
Periodicals
Here we have at least a precedent, which is of importance in a country
like this, so truly conservative in the sense of adhering to anything
that is fixed law or matter of traditional business routine. Now, in
these concerns, where there is often so much wild speculation and
mismanagement, no one is responsible beyond the subscribed stock; yet
while we hear enough of the stockholders themselves losing their
property, we seldom, scarcely ever, hear of the creditors who deal
with them, in contracting for their works or otherwise, losing. The
reason is, because the extent to which they can pay is known, and the
people who deal with the company calculate accordingly. Unlimited
liability existing in some indefinite parties, while it too often
ruins these parties themselves, is a bait for that indefinite credit
which produces their ruin, and sometimes leaves the careless creditor
unpaid, even when he has taken the last farthing from the unfortunate
partner.
In the commandite partnerships, however, the restriction of liability
does not apply to all the shareholders, as in the case of our great
joint-stock companies. Full responsibility alights only on those
partners who take it upon them, who have an interest in the profits
measured by their responsibility, and who are known to the world to be
so responsible. With regard to those whose responsibility is said to
be limited, it would be more accurate to say, that they have no
responsibility at all: there is a fixed sum which they have invested
in the concern--they may lose it, but it is there already; and there
is nothing for which they have, properly speaking, to be responsible.
The method adopted in France may be described thus:--There is a
private act or contract, in which are given the names of the partners,
and the sums contributed by them. The names of the _gerants_, or those
who, as ostensible conductors of the business, are to be responsible
to the whole extent of their property, are then published. With regard
to those who put in money without incurring farther responsibility, it
is only necessary to publish the sums contributed by them: no farther
information regarding them would be of any use, unless to their
fellow-partners, who would perhaps like to know if the concern is
patronised by men of sense, and they may satisfy themselves by looking
at the deed of partnership. Now, there is perfect fairness in all
this. The public know the persons who agree to take the full
responsibility; they know also the amount of money put into their
hands by other parties. In deciding whether they shall deal or not
with this body, they are not perplexed by mysterious visions of
possible rich unknowns who may be brought in for the company's
obligations. We cannot see that such an arrangement is in the least
unfair, and we are convinced that it would be productive of great
good. The subscribers with limited responsibility, or
_commanditaires_, as they are called, are not cut off from all control
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