120 Evidence on Limited Liability Partnerships. Speaker of the House of Commons, and Professor of Political Economy in the University of Oxford. J. S. A. Liability may be limited as to all or any members, without special authorisation; publicity by registration of names and residences of shareholders, amount of capital paidup and subscribed, assets and liabilities of the undertaking. P. P. Loans of capital at a rate of interest contingent on profits (the commandite system) should be permitted. No. 62. Robertson, C., Merchant, Liverpool. (Selected by the Chamber of Commerce of Liverpool). ners, and capital not exceeding 50,000, may be formed without special authorisation; liability of non-acting members may be limited as in P. P., (8) that of managers and directors to double or four times registered shares. 11. Board of Trade to grant charters of limited liability at less cost to parties proving a fair case under general rules. No. 59. Smith, William, jun,, Solicitor, Sheffield. P. P. 3. To be allowed the benefit of the commandite principle upon giving publicity to the amount of capital, the parties by whom, and shares in which contributed, &c. Limited liability for non-acting partners only. 4. Registration in municipal boroughs, or county. 16. Shares transferable. No. 6. Stewart, James, Barrister-at-Law, Secretary to the Copyhold Commission, London. P. P. 3. Liability of non-acting partners may be limited, without special authorisation, in any business. 14. Profits wtthdrawn to be retained. 16. Shares transferable if published. 18. No general provision for dissolution on loss. 20. Registration of constitution. 21. P. P. and J. S. A. 3, 19. Liability of all or any partners may be limited in any business, (11) without special authorisation, (14, 15) to declare capital, to be paid up before registration; past profits not to be followed. 16. Shares transferable on due publicity. 18. On loss of certain proportion of capital compulsory dissolution, or replacement of original capital, or re-registration with the diminished capital. 20. Name of partnership to indicate limitation; the firm, the names of the unlimited partners, Publication of periodical accounts. and sums subscribed by limited partners to J. S. A. 11. Power in Board of Trade injube registered and published. 21, 22. No com-rious. A general alteration in the law, giving pulsory publicity of accounts. giving power to partners by taking certain steps to limit their liability. No. 23. Robertson Lawrence, Cashier of the Royal Bank of Scotland, Glasgow. 3. No limitation of liability in any copartnery, of many or few partners, of large or small means. 11. If the privilege be granted at all, Parliament is a safer medium than the Board of Trade. No. 10. Rose, Sir George, a Master in Chancery, London. P. P. and J. S. A. 3. Liability of all or any partners may be limited, without special authorisation, in any business, (14) to declared contribution. 15. Fair profits withdrawn to be retained. 16. Shares not transferable otherwise than at present. 20. Publication of constitution (21) not of accounts. No. 53. Slagg, John, Merchant, Manchester. (Selected by the Chamber of Commerce of Manchester.) P. P. 1. Unlimited liability should not be altered. J. S. A. 11. Boord of Trade should not have power to confer limited liability. All should be established on one common principle of unlimited liability. No. 16. Slaney, R. A., late M. P. for Shrewsbury, London. P. P. 3. Liability of non-acting partners may be limited, without special authorisation, in any business, except (at first) banking and insurance, (14) to registered share, (12) but in banks of issue to four or six times their amount. 16. Profits withdrawn not to be refunded, except, in case of fraud, those in last preceding three years. 16. Shares transferable. 18. Compulsory dissolution on loss of 50 per cent. 20. Compulsory registration of constitution, (21) and of periodical accounts. J. S. A. 3. Of not more than 1,000 part No. 2. Swanston, Clement Tudway, Queen's Counsel, London. Refers to his evidence, given in 1836 (which recommends "the admission of partnerships in which the liability of each partner should be limited by a contract, to which publicity is given before the parties can act upon it." Mr. H. Bellenden Ker's Report, 1837, p. 54.) No. 14. Thomson, William, Shipbroker, Leith. (Selected by the Chamber of Commerce Edinburgh.) P. P. 3. Liability of non-acting partners may be limited, without special authorisation in any business, (14) to declared contribution; but profits withdrawn during last preceding six years to be liable to be refunded. 16. Shares transferable with registration. 18. No compulsory dissolution on loss. 20. Limitation to be indicated by name; registration of names and contributions of limited partners, (21) not of accounts. J. S. A. Same as with respect to P.P. 11. All public joint-stock companies to be estatablished on one common principle as to capital and limited liability. No. 44. Tinney, William Henry, Master in Chancery, London. P. P. Liability not to be limited. J. S. A. Should any have limited liability? And should not all public partnerships be subject to the control of a public board with large powers? No. 21. Turner, J. Aspinall, Merchant, Manchester. (President of and selected by the Manchester Commercial Association.) P.P. 3. Liability of non-acting partners (not exceeding two) may be limited, in any business to cash contributions, if amounting together Limited Liability Partnerships.-Opening of Parliament.-New Statutes. to 5,000l. 14. Reserved fund to be formed out of profits between 5 and 15 per cent,, and profits beyond 15 per cent. within previous five years, to be liable to be refunded. 16. Shares transferable if capital intact, but liable to refund profits to continue as if no transfer. 18. When one-fourth of capital lost, to be replaced or partnership dissolved. 20. Registration and publication of partners' names and cash contributions, (21) but not of accounts. J. S. A. 11. Authorisation of Board of Trade to be requisite for limitation of liability; to be fixed for banks of issue at four times-other banks at double-insurance societies at ten times-the paid-up capital. No. 13. Valentine, William, of the firm of Richardson, Brothers, & Co., Belfast. (President of and selected by the Chamber of Commerce of Belfast.) P. P. 3. Liability of non-acting partners may be limited without special authorisation in any business, except banking and insurance, (14) to declared contribution, but all profits withdrawn beyond five per cent. per annum to be liable to be refunded. 16. Shares transferable with consent of the various partners. 20. Registration of names and total contribution of limited partners, (21) not of accounts. J. S. A. Same as with respect to P. P., (17) but with compulsory dissolution on loss of 75 per cent., (21) and periodical statements of ac counts to be furnished to Board of Trade. No. 29. Weguelin, Thomas Matthias, Deputy Governor of the Bank of England, London. P. P. 4 and 14. Limitation of liability may be permitted on certain conditions, viz., capital paid up; books kept in prescribed form; no dividend till liabilities to a given date run off; registration unnecessary. 19. Limited partner, if he act, to do so manifestly as agent, and not responsible. 14. Partnership terminable, as to public, by notice in Gazette; (16) as to other partners only with their consent. 18. No compulsory dissolution on loss. J. S.A. 3. For banking or insurance, liability may be limited to (say) double the subscribed capital. 11. Interference of Board of Trade, and necessity for special Act of Parliament, objectionable. OPENING OF PARLIAMENT. HER MAJESTY opened Parliament in person on Tuesday last, the 12th instant. The Royal Speech was almost entirely composed of topics relating to the War. The only exception to be found is in the following passage : "Although the prosecution of the War will naturally engage your chief attention, I trust that other matters, of great interest and importance to the general welfare, will not be neglected." Whether these other matters will in any respect relate to the alteration or amend 121 ment of the law, will soon appear. We observe that notice has been given by Mr. Hadfield of questioning the Government whether a Bill is intended to be brought in relating to the abolition of the Ecclesiastical Courts, or to transfer the testamentary jurisdiction to any other Court; and to make one probate of will, or grant of administration, of sufficient authority over the entire property of the deceased in all parts of the kingdom, the colonies, or elsewhere. Mr. Locke King has also given notice of a motion for papers relating to the Statute Law Commission. Mr. Beresford has given notice of a Bill relating to the Succession Duty; and Mr. Williams, at an early day, will call the attention of the House to instances of injustice in assessing the Probate Duty. The Registration of Dishonoured Bills of Exchange Bill, No. 2, presented by Lord Brougham, and ordered to be printed on the 7th August last, has just been issued with the papers of the House of Lords. It does not bear the date of the present Sessions. Mr. R. Palmer has given notice of a Bill for the more speedy Trial of Persons charged with the offence of Larceny to a small amount. A Bill authorising Foreigners to enlist and serve as Officers and Soldiers in her Majesty's Forces, has been introduced by the Duke of Newcastle. And a Bill to enable her Majesty to accept the services of the Militia out of the United Kingdom has been brought in by Lord Palmerston. It may reasonably be presumed that nothing of any importance will take place before Christmas, except in relation to the conduct of the War. Whatever Bills it may be necessary to pass regarding the militia, or other warlike preparations, will probably occupy the time of Parliament until Christmas. NEW STATUTES EFFECTING ALTE- Three Commissioners to be appointed under Sign Manual; s. 4. Style of Commissioners ; s. 5. 122 New Statutes effecting Alterations in the Law. Residence of Commissioners; s. 6. s. 7. Commissioners to have a common seal; s. 8. Power to appoint and remove secretary, clerk, &c.; s. 9. Saving of certain rights; s. 36. Commissioners may order delivery of counterparts of deeds, &c., and possession, to purchaser; s. 39. Where an incumbrancer purchases, Com Duration of office and powers of Com-missioners may authorise payment into the bank of balance of purchase-money, after missioners; s. 10. Commissioners incapable of sitting in retaining amount of incumbrance; s. 40. Parliament; s. 11. Salaries of Commissioners, &c., and out of what funds paid; s. 12. Powers of Commissioners to fix scale of fees; s. 13. Expenses of Act how provided for; s. 14. Oath of Commissioner; s. 15. Publication of appointment of Commissioners; s. 16. Commissioners to be a Court of Record; s. 17. Powers of Commissioners, by whom to be exercised; s. 18. Commissioners to frame and promulgate forms of application, &c.; s. 19. Commissioners to make general rules for regulating proceedings under this Act; s. 20. Rules to be laid before Privy Council; s. Application of purchase-money; s. 41. Application of money where owner not absolutely entitled; s. 42. Appointment of new trustees; 43. Provision where a part only of land subject to an incumbrance is sold; s. 44. Provision for setting aside moneys to meet incumbrances; s. 45. No payment, not being in full, to affect right of incumbrancer for balance, and no payment in respect of any incumbrance to impair remedy over; s. 46. Purchase money may be invested; s. 47. Power to Commissioners to order money to be paid into Court of Chancery; s. 48. Lands included in different applications and different interests in the same land may be included in the same sale; s. 49. Provisions for persons under disability; 21. Power to Commissioners to proceed upon affidavits, and to appoint persons to take affidavits and examinations; s. 23. Power of Commissioners to direct trials and issues of fact; s. 24. Power of Commissioners to enforce orders; s. 25. Power of Commissioners to sell land in colonies, upon application of the incumbrancer; s. 26. No application to be entertained unless costs of any previous application paid; s. 27. Application to be made by legal or beneficial owners; s. 28. When incumbrance subject to limitations, the first person entitled, &c., to make application; s. 29. Form of application, and to whom to be made; s. 30. Duty of Commissioners on application for sale; s. 31. Restrictions on sale Regard to be had to yearly tenancies and other temporary interests; s. 33. Power to sell, subject to annual sums, and also to incumbrances, in certain cases; s. 34. Sale by Commissioners; s. 35. Proceedings not to abate by death, &c.; s. 51. Costs; s. 52. Sales under this Act may be made notwithstanding proceedings in any other Court; s. 53. After order by Commissioners for sale, proceedings for a sale under decree to be stayed, and no suit, &c., to be commenced without leave of Commissioners, pending proceedings under this Act; s. 54. On application for sale of an undivided share, or after sale, Commissioners may, on application of party interested, and giving notices and hearing parties, make order for partition; s. 55. On application for sale or after sale, Commissioners, on application of party interested, and with consent, may make order for exchange; s. 56. Partition may be made of land where shares are not subject to be sold under this Act; s. 57. Exchanges may be made of lands not subject to be sold under this Act; s. 58. Division of intermixed lands not subject to be sold under this Act; s. 59. Notices of partitions, exchanges, and divisions to be given; s. 60. Conveyance, assignment, and orders for New Statutes effecting Alterations in the Law. Partition, exchange, or division and allotment, conclusive; s. 61. Proceedings before Commissioners not to be restrained by injunction, &c.; s. 62. Commissioners not to be liable in respect of acts done bond fide; s. 63. Penalty for false swearing; 64. Orders may be reviewed by Commissioners; and appeal to Privy Council; s. 65. Power of Commissioners to make alteration; s. 66. Orders to be submitted to legislature of colony, and confirmed by Queen in Council; s. 67. Order may be altered; 68. Act how to come into operation; s. 69. The following are the Title and Sections of the Act: An Act to facilitate the Sale and Transfer of [11th August. 1854.] Whereas it is expedient that facilities should be given for the sale and transfer of incumbered estates in the several West India Colonies mentioned in the schedule hereto: be it enacted therefore as follows: Preliminary. 1. This Act may for all purposes be cited as "The West Indian Incumbered Estates' Act, 1854." 2. This Act shall not take effect until her Majesty has, by order in Council to be made as hereinafter-mentioned, directed the same to come into operation in one or more of the said scheduled colonies. 3. In the construction and for the purposes of this Act the following terms shall have the respective meanings hereinafter assigned to them; that is to say, "Land" shall extend to sugar and other plan- "Incumbrancer" shall mean any person entitled "Owner" shall mean any person entitled in 123 own life, or for an estate or interest determinable on the dropping of any other life or lives, or for any greater estate or interest: "Person and owner" shall extend to a body politic or corporate as well as to an individual: "Commissioners" shall mean the persons appointed Commissioners for the sale of incumbered estates in the West Indies, as hereinafter-mentioned. Constitution and Powers of Commissioners. 4. It shall be lawful for the Commissioners of her Majesty's Treasury for the time being to appoint any number of persons, not exceeding three, to be Commissioners under this Act during her Majesty's pleasure, and upon every vacancy in the office of any such Commissioner in like manner to appoint some other person to such office; and the said persons so to be from time appointed shall be Commissioners for the execution of this Act, and shall be styled "The Commissioners for Sale of Incumbered Estates in the West Indies." 5. Of the above Commissioners one shall be styled "The Chief Commissioner," and the other or others shall be styled "The Assistant Commissioner or Commissioners." 6. The chief Commissioner shall be a barrister-at-law of not less than ten years' standing, and shall reside in England; the assistant Commissioners shall from time to time be employed in the execution of this Act in such manner as the chief Commissioner may direct. 7. For the purpose of aiding in the execution of this Act, the governor or other person administering the government of any colony may appoint to be local Commissioners for such colony during pleasure any number, not exceeding three, of the following persons; that is to say, Any Vice-Chancellor, Chief Justice, Judge, Attorney-General, Solicitor-General, or other legal or public officer holding any office in the colony in which such appointment is made; or Any other person usually resident in such colony. 8. The Commissioners shall cause to be made for their commission such seal or seals as they may require, and shall cause to be sealed with one of such seals all orders, conveyances, and other instruments proceeding from the Commissioners in pursuance of this Act; and all such orders, conveyances, and other instruments, or copies thereof, purporting to be sealed with such seal of the Commissioners, shall be received in evidence, without any further proof. 9. The Commissioners of her Majesty's Treasury may from time to time appoint and remove a chief secretary, and also such assistant secretaries, clerks, messengers, and officers as they may deem necessary for the purposes of this Act. 10. The offices of the Commissioners, and all powers, rights, and privileges pertaining thereto, shall continue and be in force only for 124 New Statutes effecting Alterations in the Law. alperiod of six years next ensuing the date at which this Act takes effect, and from thenceforth until the next Session of Parliament. 11. No Commissioner shall during his continuance in office be capable of being elected or of sitting as a member of the House of Commons. 12. There shall be paid out of moneys to be provided by Parliament, To the chief Commissioner, two assistant Commissioners, chief secretary, and to all such assistant secretaries, clerks, messengers, and other officers as may be appointed by the chief Commissioner in England, such salaries as the Commissioners of her Majesty's Treasury may from time to time recommend, so that the same do not exceed in the following cases the sums hereinafter mentioned; that is to say, In the case of the chief Commissioner, the In the case of each assistant Commissioner, 13. The Commissioners may fix such scale of fees to be paid in respect of proceedings under this Act, both in England and the colonies, as they think fit, but all fees to be paid in any colony shall be subject to disallowance or alteration by the legislature of such colony. 14. All expenses incidental to carrying this Act into execution, and not being such salaries as aforesaid, or defrayed by fees, shall be paid for, if incurred in England, out of moneys to be provided for that purpose by Parliament, and if incurred in any colony, by moneys to be provided for that purpose by the legislature of such colony in manner hereinafter mentioned. 15. Every Commissioner and local Commissioner appointed under this Act shall, before he enters upon the execution of his office, take the following oath; that is to say, "I, A. B., do swear, That I will faithfully, impartially, and honestly, according to the best of my skill and judgment, fulfill all the powers and duties of a Commissioner under an Act passed in the year of the reign of Queen Victoria, intituled [here set forth the title of this Act]." And such oath shall, in the case of the chief Commissioner and assistant Commissioners, be taken before one of the Judges of her Majesty's Superior Courts in England, and in the case of any local Commissioner be taken before the Judge of the Supreme Court of the colony for which he is appointed Commissioner. 16. The appointment of every Commissioner and local Commissioner shall be published as follows; that is to say, The appointment of the chief Commissioner and assistant Commissioners, in the London Gazette: The appointment of any local Commissioner, in the newspaper of the colony in which Government notices are usually published: And no Commissioner or local Commissioner shall act until publication as aforesaid has been made of his appointment. 17. The Commissioners shall constitute one Court of Record, having for the purposes of this Act, and subject to the provisions thereof, jurisdiction throughout England and any colony or colonies within which this Act comes into operation; and all proceedings, inquiries, suits, or trials to be taken, made, or had under this Act, and all investigations of any matters or things arising out of or incidental to any such proceedings, inquiries, suits, or trials, may, subject to the provisions hereinafter contained, be at any stage or at any time transferred from England to any colony, or from any colony to England. 18. All Acts, matters, and things which the Commissioners are by this Act empowered to do, and all the powers and authorities hereby given to them, may, under any order of the Commissioners made for that purpose, be done or exercised by the person or persons hereinafter-mentioned; that is to say, In England, by the chief Commissioner, either alone or with one assistant Commissioner: In any colony, by any assistant Commissioner, either alone or jointly with the local Commissioners of such colony, or any one of them, or by the local Commissioners or Commissioner of such colony, or any two of them, if more than two. 19. The Commissioners shall frame, and cause to be printed and circulated or otherwise promulgated, as they see occasion, forms of application and directions indicating the particulars of the information to be furnished to the Commissioners when any application is made to them under this Act, with reference to title, incumbrances, and the circumstances of land, and such other information as in the judgment of the Commissioners may assist them in forming an opinion on such application, and also such other forms and directions as the Commissioners may deem requisite or expedient for facilitating proceedings under this Act. 20. The Commissioners shall, having regard to the laws and usages of each colony in which the same are intended to take effect, frame rules for the following purposes; that is to say, For regulating the course of procedure under this Act; the several powers and duties of the assistant and local Commissioners; the conduct of proceedings in England and the colonies; and the transfer thereof from England to the colonies, and from the colonies to England: For securing the prompt and due distribution and payment of the moneys received upon sales under this Act amongst or for the benefit of the persons entitled thereto : For the protection, in respect of such moneys, of the interest of persons under disability, and for future interests: |