The Sun. — London, England, 1856-02-02 00:00:00

THE SU IDI, 'LONDON, SA-T UnDAY EVENIN-G .._ , • FEBRUARY 2 ) 185 6. _...... . • h of th e coun t ry w ith suc h noble devotion on ' a caution to us against being led away blindly bY Precedent. i the People, t° whom it belongs, and vest it in the Board of i transact its OWII business with others, and it ls th e r e f ore n ot , o f joint interest in him ; the failure of their absolute rights 1 prehensive statesmanship of the right hon. gentleman. and sympat y Here is a remarkable instance of a thing %being proscribed Trade, or in some branch o f th e G overnment. / l eave th e , on l y f or it s own convenience, but for that of the public, that sets Up relative rights and makes them a sort of quasi corpo- (Hear.) the part of the army. mr. ROE BUCK sa id th e h on. gen tl em an opposite (Mr. which is now generally recognised as haVing Proved verY committee t° ima g in .e what would he the result of such ait should combine, so that it may both e ue an d b e sue d i n one ra ti on ; b u t i n the case of a company not Only the creditors, Mr. WHITESIDE asked whether the bill would extend Bentmck) had been Pleased to direct his attention to him. beneficial to most communities-viz., the righ . tof association course . Th e commi tt ee say w i t h regard to the opera ti on o f s i ng l e name. (Hear.) It should be held as one single person, l but the shareholders also become a quasi eorporation, and the to all parts of the empire ? and for that reason we should throw no obstacle in the way bankruptcy principle is doubly urgent and calls doubly for ap- Mr. LOWE replied that it would extend to Ireland. He (Mr. Roebuck) would remind him of a Scotch proverb, among capitalists ; and this prohibition remained in force till the present law which was tO the effect that " his hark is far waur than his the year 1825, when it was first repealed. The Government ‘i Th a t th e ac t s w hi c h h ave already been passed with aof i ncorpora ti on, a s it is for the interest of the public as plication. (Hear, hear.) In the case of companies, with either Mr. CARDWELL said, that knowing the difficulty, the e The hon. gentleman b egan by s tating that he (Mr. at that date still continued to look 74)1 7:Jealously on these view of control l ing the operations of ens . urance societies have much as for that of the company itself th a t it s h ou ld b e se , li m it e d or unli m it e d liability, it is desirable for the general complexity, and the extent of minute detail of the subjeets b ßo it e e b . uck) had said that England of herself was unable to cope companies ; and, although it was then seen that they p ar t oo k b e en rather hu . l , -ful than beneficial for the very objects they It is no privilege, but a right to be conceded, a state of mis- good that a credi or should be prevented from the asser ti on w hi c h m ust have come under the notice of the right hon. e oofoncoldrpobrininodns,oyet it was only bY hul l i a n t view , o - th a e nd w “ ha h t is said of insurance societies is chief to be corrected ; and it is necessary, because such a of his private rights when the whole body of credito rs h ave gen tl eman , he was desirous to express his groat satisfaction -With Russia. It seemed to him that the hon., eentleman was very largely of the natur . too much occupied with his • speech to att e end to his (Mr. very slow degrees that it f ne a t o regar d th em qui e s . rue of f n rs- t tat an apparent compliance with company is so numerOus that it would be difficult otherwise an equal interest i n recove ring f ro m the eompany. Under the that the measure had fallen into such able hands. If Roe b uck ' s); for he thoug h t it wa s one of ihe most salient in that light ; for in the first year 0 the reign of her Present the Prov i s i ons.° a ac of Parliament, and a certificate of to proceed against it. (Hear.) I no w p ro p ose t o s h ow th a t c i rcums t ances , th ere f ore , I apprehend it would be wise to de- he understood rightly, his right hon. friend would repeal hat h had said to aver th e c o ntrary of that which Majesty it was enacted, not that joint - stock companies should coin lete registration while they have proved entirely in- the fact of a company being establish e d on th e p r i nc i p l e o f pr i ve p ar ti es o f th e p ow er which they now p ssess of suing several Acts of Parliament, most of which had already led points of w e the hon. gentleman had attributed tO him. He bad said that be allowed to sue under a corpo r at e name (th a t was t h oug ht e ff ec p t ua l for their professed objects, and no real security to limited liability does not strengthen the case in favour of individual m em b ers o f th e corpora ti on, b u t i n order to com- to very great inconvenience and difficulty, both in the at ail times, and more espec i a lly at this time, was England to be too high a P r ivilege for bodies which had so lately lain the Pub li c , ha v_e a. f ibrded facilities, under the sanction of Par- those restraints and safeguards which h ave hith er t o b een d e . pensa t e f or th a t we oug ht t o give them a more summary and courts of law and in Commercial transactions, and consoli able to cope by herself w ith R uss i a ; and in proof of that, he under the ban of the Legislature), but that they should be al - hamentarY authority , embodied in regulations administered manded on behalf of the public. Wh a t I sa id o f i ncor p ora _ com p u l sor y reme dy aga i ns t th e companies in their corporate date the law in a single act, so ss to give lewyers and com had adduced the case of the Great Napoleon, uncle; whose lowed to sue and to be sued i n th e name of their public o ffi cer b y a p u bli c d . epartment, for tbe formation of companies and tions may be applied to companies w ith a li m it e d li a bilit y . „ pe at y. It i s a l so propose d th a t a c ompany should have the mercial men the utmost facility of reference. The Act for _a most inconvenient and circuit ous f orm o f procee di ng, an d th e perpetration of frauds which could not otherwise have It is not a question of privilege ;if anything, it is right, and power of volunta r ily w i n di ng . u p it s a ff a i rs w h e never 3-4ths in the Registration of Joint-Stock Companies was passed at conquering legions the earth trembled as they trod, and whose armies extended from Italy to the Neimen-with him even one which showed the absurd and even ridiculousdistrust with beeu accomp 'shed." upon that ground we gave our assent to the act of last ses- number of the sear e holders, as sembled a t a ny extraordinary a time when much of the experience they now possessed which these associations were regarded. Then we come to the So It appears that those provisions which, it was believed, sion. The principle is the freedo m o f con t rac t an d th e r i g ht mee ti ng h e ld f or th a t p ur p ose , and holding not lees than had not been obtained, and it contained many Provisions we were able to cope single-banded, and conquered him, and law of 1844-the present Joint-st oc k c ompan i es A c t . Th a t I would have worked a certain cure have been the very means of unlimited association-the right of people to make what one-half in the ca pit a l o f th e compan y, should pass aof superabundant prudence, which really gave no protee should it be said that we could not cope with Russia ? measure was the result of the report of a select committee, by which fraud has been perpetrated. coutracts they please on behalf of themselves, whether those resolution for that purp o s e . A n d it i s lik ew ise proposed tion against the evils they now sought to remedy, but The report on the Address was then agreed to. . _ which appears to have conducted its deliberations in a state " And it has been further contended that it is impossible contracts may appear to the Legisl a t ure b ene fi c i a l or e io t, as th a t thi s p ar t o f th e ac t s h a ll a pply to all joint-stock coin- created a fictitious security in the minds of the Public, by THE LAW OF PARTNERSHIP AND JOINT-STOCts. of mental Perturbation scarcely less violent than that which to make such regulations consist e nt with the free develop- long as they do not commit fraud or o th erw i se ac t con t rar y p an i c s, s o th a t th ere s h a ll b e one un if o rm law with respect to inducing them to trust to Parliament instead of exercising . COMPANIES. prevailed in the days of George I. For, when I look at their ment of Private enterprise, which, so far as the public is con- to the general policy of the law. It i s easy t o ma k e an y_ suc h comp an i es , w h e th er f orme d b e fo r e or subsequently to thet caution which they alone could effectually use His Mr LOWE before m • " that the S siker should leave report, I end th e h eadiugs of the different eec ti ons o f what corned, will not prove more prejudicial by lulling private thi ng a p r i v il eg e. If you deny a man the most ordinarY right, this ant- I understand the hon. member for Paisley, who right hon. friend would repeal all the . complicated provi- One would generally expect to be a very demure and quiet Prudenee and vigilance than beneficial in respect to any in- tt becomes an inestimable privile ge . Th e process i s thi s _it was such a str e nu ous o pp onen t o f th e bill of last session, has sions with regard to provisional reelstrati"ne and there the chair, shOuld reques7:opinion upo P n e a matter of order. ri.ht hon friend ,s ?rt4f drituent running thus :-" Form and Destination ef creased security which they can confer." beeins with prohibition, then becomes a privilege and last of expressed a wish to know to what extent the Limited Lia- would be a fichedule to On the previous day notice was gisren bY his - - e - • ene rilinuere' a Circumstances of the Victims," " ImPunitY Ii seems, then, upon, the opinion of very competent witnesses alra right. Till 1825 the law p ro hibit e d th e i orma ti on of bilities A c t has be e n mad e a va il a bl e in the commercial world. the ordinary forms according to which comPaniest witimut that he (Mr. Lowel the member for Wells (Mr. Hayter), , of the Offenders," and the like ; so that a hurried glance at that these acts, so far from having been a means of prevent_ j o i n t- s t oc k companies. From that time to the present it has lam afraid I should find it difficult to satisfy the hon. gentle- the least expense or fees or any legal expense, could be i he act in whie% would be contained Illaould that day introduce two bills-one to amend the the contents might make one really fancy he was reading a ing fraud, have only afforded facilities for its commission, be- been a privilege, but we ne w on an d novel instead of a dry heavy blue . -book (A laugh.) This cause fraudulent persons have availed themselves of the sort ri ht S • • • • ••t o with limited habili • ts were secure.' - propose to recognise it as a man by any answer I may give him. Suppose I were to say constituted. Those were the most . valuable provisions law of partnership, and the other for the ineorperati . . , g • y, at first it was prohibited. that very few parties have taken the benefit of the act, the of the measure, because the3o two Teem committee, however, notwithstanding their excitement, evi- of prestige which is gained among ignorant people by a pre- Then came the statute of the fi rs t year o f yi c to r ia, which reply of the hon. gentle man , no doubt, would immediately first, that any company could he incorporated withotet regulation ofjoint-stocle companies and other associations dently examined the matter with great care, and arrived at sumed association with the Goveriernent, and have announced gave the Board of Tr•ade power t o re l ax th e l a w in certain be--" Yes, so I proph e si e d • your wretched principle has expense ; and, secondly,• that if anY eomPenY ,adePte't a conclusion to which I invite the attention of the home, be- companies as " established by act of Parliament," or as "pro- cases ; and, lastly, the act of la s t sess i on ex t e nded the privi- broken down." If, on th e othe r hand, I were to tell the hon. different rules and reeulations from those in tut' ~aeue , ' By some accident, a portion of the notice had fallen out, sO that the bin for t h e am endment of the law of Partnership was cause it illustrates the animus and the Principles on which the visionally regiStered," and have thus given them a colour of lege, but still imposes restrictio ns . H av i ng thus gone through gentleman that a great ma n y parties have availed themselves dale under the act Atention would be attractea and 0 . t . a lth o ugh the words " Law of P art- aet that lam about to discuss was founded. The decision of respectability. It therefore appears to me that when the Go- the first and second stages-p r ohibiti on an d privileee-we of the provisions of the act, h e would, no doubt, with equal caution excited in the minds of the public, so as to leau mated from the no ice, the committee, although Ido not blame them for coming to vernment attempt, by a system of artificial restraints, to test propose now to take our stand up on th e on ly firm foui l idation earnestness exclaim, ~ Here is the beginning of the end ; here them to inquire whether such variation was relesonable el . nership" appeared as the title. He wished to know whether 'it at the time when they considered this intricate subject, is the worth of any commercial undertaking, they endeavour to on which the law can be pla ce d-th e r i g ht of individuals is your splendid scheme ; here is a vast commercial ruin !" not. He understood that his right hon. friend ineorP° - under such circumstances, it would be competent for him to nevertheless hardly one which this house will now be dis- do whatthey are not able to adcomplish. Indeed they 'WI) , to use their own property and m a k e suc h co ntracts as they Therefore, sir, I cannot give thehon. gentlemau any sanguine rated the Winding-up Acts, which, though passed for ,a introduce both bills ? posed to sanction or support. They divided these companies have not the means of effecting such an object. The formal re- please, to associate in whatever f orm th e y thi n k 'best, and to hpeas to the operation of that act. But I will state to the most useful purpose, had eiven rise to very extensive liti elm, s p EA KER said that, as the error was not on the part into threo distinct classes-the first being those which, faulty straints which they devise can be complied with by the honest deal with their neighbours up on s uc h t erms as may be satisfac- house what has been done. The number of companies which gation, and so incot poraaa them aa to take awaY the ' . ht h on. g entleman (Mr. Lowe), he would be entitled in their nature, were lased on unsound calculations, and trader, who requires no certificate, and will be evaded by torytoboth parties. Therestrictie ns hith er t o pi ace dupon trAde have been provisionally registered under the Limited Liabi• causes which had led to litigation, thereby securing to the of the rig uld not possibly succeed ; the second those which let their the fraudulent who laughs at such restraints Bat not only ing companies were intended t o e ff ec t one o f t wo objects, lities Act is 121, ef which three only have failed. The collt• public the benefit of those acts without . the . difaculties to proceed with both bills. It was important that notices °°. ojects be good or bad, were so in-constituted as to ' render it do these provis ' ions prove nugatory : they serv * e as traps to the either to secure the stability o f th e com p an y or to panics provisionally iegistered before the passing of the act, which had caused them to be regarded with diefavour in should always be given in writing ; and in the present in- probable that miscarriages or failures incidental to misma- unwary. They give credit to unsound and unsubstantial prevent fraud. Is there anythi ne i n th e na t ure o f co mpanies or which had taken steps to be registered, were in number 13, the courts of law. The act passed last session with regard stance that had been done, nagement would attend them; and the third,those which were concerns, and in a great degree facilitate the very frauds with a limited liability that s h o al . ma k e th em l ess s t a bl e or of which only one failed, The whole number of companies to limited liability was also to form part of the new scheme o n the motion of Mr. Lows, the &RAKER then left the fraudulent in their object, being started only to create shares wdich they were intended to prevent. Having now described more fraudulent than unlimit e d com p an i es ? I s h ou ld say which have applied to be registered under the act is not less of legislation. There was no objection pressed against the c h a ir and the house went into committee, lin FirgßOY in for jobbingPurPoses, or to secure, under the pretence of car- the acts' which we Propose to repeal-for the proposition of the contrary. (Hear, hear.) F rau d u l en t p eo pl e w ill never than 142 ; but the recent commercial crisis has prevented Limited Liability Bill last SesSion which had greater weight the :hair. rying on legitimate business, an opportunity of raising funds the Government is to repeal both these acts and the Limited form a limited liability c omean Mr. LOWE.-It will be in the recollection of the house to be divided among the adventurers who projected them. Liabilities Act of last session-it may save time . if, before I eourse, is a mere bagatelle, ' y. Their own liability, of many of them from paying up their capital, and many others with the house than that it ought to be stecompanied with unworthy of their notice. What have been, from other causes, linable yet to carry out their extensive changes and consolidation of all the laws affect that in the course of last session a bill was passed through The committee state that, for the third class of companies, the state the details of the measure which I shall ask leave to in- they desire is a large credit, an d t o o bt a in th a t th e y en d ea _ objects. Having, sir, now gone through the various provi- ing joint-stock Companies. He congratulated his right hon. Parliament for the purpose o f e nabling joint.stock companies remedy is easy ; that the compulsorypublication of thenames troduce, I explain as briefly as I can the principles upon which your to get as many perso ns as p oss ibl e pl e d ge d to th e u t mos t s k ins of the bin, I would obse rv e that, if any hon. gentleman friend that that objection would now be removed, and to enjoy the principle o f limit e d liability. At the time when of the shareholders and directors would suffice to baffle every we believe that future legislation should be based. We en- extent of their fortunes. at i s p l a i n th a t t o suc h p eo pl e an thi n k s th a t in this m easure we ha v e gone too far in leav- that the law with regard to limited liability woald form that measure wa s un d er cons id e ration, it was stated that it ease of fraud that had come under their notice ; that, in fact, tirelY repudiate as the basis of legislation the principle upon unlimited liability is a h un d re d ti me s mo r e advantageous ing men to their own individual will and wishes, and that we part of a well-considered system of legislation. It would waa founded on the l aw s al r e a dy in existence for the regula- the only class which could not be satisfactorily dealt with which the Present joint-stock companies acts are founded, than a limited liability. A company f orme d on th e p r i nc ipl e h ave d one i n th e way o f G overn ment interference too little, be idle to enter, at that moment, upon any conttoverted tion of joint-stock com p an i es , an d it was a l so iatimated that were those which were faulty in their nature, and based on that it is in the power of the Government to prevent the in- of limited liability it was not the i n t en ti on o f h er Majesty's Government to ask miscalculations, such as 2 and 2 make 5. This aet appears, stitution of fraudulent companies. We do not believe that it prudence and cautio n . It„h are h o ld ers seem t o sa y, ‘‘ we ments that ever .existed in the world, probably, there has he understood, the principle laid - dnwn by his right carries on tho face of it something like I hope he will remember this-that, among all the Govern- points in the question of limited liability ; but, as next session f or l eave t o b r i n g in a bill to alter and amend therefore, to have been introdueedin the belief that it was in is in the Power of the Government to supersede the vigilance have entered into a pa r t ners hi p, b u t it i s impossible to tell never been one which erred on the side of giving too much , n h the enactments in question. The measure of last session was the Power of the Legislature, by it. enactments, te correct of individuals, who are actuated by the strongest personal in- what may happen o ar in sin a c n e y t o h o e nun co o m ro p i a a n l () ou t o a t] ni r a a b t l t e e r f r o i f e n p e r l i v w i l a e s g e t h o r i s r - i - g t h h t a , t b n l i t m a i t m e d a t t l e i r ab o and notiee, and that no injury could be done to any par e limited one, and on that account, if on no other, temporary every evil relating to those bodies, except those growing out terests to detect these frauds ; and, although Ido not mean not risk all we poss ' in its nature, Th e w h o l e question has recently undergone a of flagrant miscalculatioa in figures. Indeed it was then to saY that manC frauds will not - continuo to occur, I believe ever." Such is the nat ure an d cora p os iti on o f a c o mpany adorned the age, commercial men were so grossly ignorant of sou who had full notice of liability being limited. It was i f l i c t o y n t r w a a c a t y un m d a e y rta fa k i i l n w g e wh w a i t l - 1 fwrheeedneßMactienee,emCmerenrceiell'e, I F n en th el o on g , lo a r n io d us ß i o -e s iz t o fi f c L o o r u is i h s e X d l a V n . a thorou g h rev i ew by th e Government, and I shall now pro- confidently assented that a certain cure could be effected in that is a necessary incident of a large commercial society, and which is supposed to offer suc h f ac iliti es f or fra u d u l e nt prac. the true principles of commerce that the French Government notorious that under reoent legislation there had been a coed to e t a t e th e resu lt s at w hi c h they have arrived. The these matters ; but 1 wish to show the house how ill the Per- that it is an evil which cannot be met or cured byway of an- tices that it ought - to be sabj ec t t o re s t r i c ti ons w hi c h c an be actually prohibited the manufacture of goods except of cer- great growth of dishonest companies, which disgraced questions we h ave now t o co n s ider are these ;-" first, how formance has kePt Pace with the exPeetstion held out, and ticiPation bY any legal enactment whatever. Ido not think justified onlY ,On the ground that f ra ud i s actu a lly iatended • tain patterns-more especially of textile fabrics ; and those commerce and lessened the respect of the commueity for shall the p r i nc ipl e o f li m it e d li a bility be extended to private how signally the maehinerY, which was supposed so very efli - it is a fair or right principle to embarrass, perhaps a hundred Nor have we more reason to doubt th e s t a bility of a limited things which were not made according to the prescribed form the law of this country; and if his right hon. friend sue partnerships a_ secon dl y, i n w h a t res p ec t may the laws to &lent, has broken down in the hands of these intrusted with honest, sound, bona fide concerns, in the vain and futile ef- than that of an unli m it e d com p an y. Nob o dy c an tell were nailed to th e pate c gallows, That ought to teach us ceeded in amending the whole law of joint-stock companies, which joi n t_ s t oc k compan i es are a t present amenable be its working. The Joint-Stock ComPanies Act, 7 and 8 Viet, fort to correct the hundred-and-first, which maY be of a con- a priori to which the prefer en c e i n th a t respect may belong. how cautious we should be in placing confidence in, or being which had led to such a. result, he would identify his name am en d e d an d i m p rove d ? Th ese are two great branches c. 11 0, however, Passed. It Provides that there shall be a Prie• trarY character. (Hear.) I think that in such a case, with The stabilitY of a comp an y &p en e s u p on two things-cha,- led by, the authofity of any man apart from princiPle ; it of the same su bj ec t , an d . th a t th e y may be dealt with in a visional registration-that is, that the _Promoters of a com- the view of doing a little good, you would do enormous racter and capital. But the cha rac t er o f a limited company ought to teach us how much those matters which we have (Cheers.) with a work of which any man might well be , proud. satisfact or y manner, it w ill b e n ec esssry to introduce two PanY shall register the names of its subscribers, their objects, harm, and you would set up a principle inimical to the well- maY be quite as good as that o f an u n li m ited company, and been in the habit of regardi ng as sure and certain are the bills_th e one re l a ti ng t o pr i va t e partnerships, the other to and other matters of that kind, before they are allowed to being of civilised society, for, unless we deal with each its capital may be as larg e . p eo pl e con f o und unlimited with effects only of prejudice, and it ought to make us more an - tribute of approbation both to the principle of the measure j o i n t. s t oc k comp „i eee I s h a ll endeavour briefly to explain allot the shares, or to do other acts that are specified, and be- other upon some presumption of confidence-unless we infinite, and think that the ca pit a l o f an unlimited company xious to do honour to the principles on which all human and to the remarkable speech by which it had been intro- Mr. J. G. PHILT,IMORE wished to add his feeble th e e t a t„f th e „ se w ith r egard to these two measures. tween the Periods of Provisionaland comPleteregistmtion they assume that a man is honest until he is proved to be a rogue' is generally large. There could no t b e a greater mistake, transactions are founded, (H ea r, hear.) When the Politi - duced. He attributed all the evils of the present system The law of private partnerships in England has been very are not permitted to deal in shares or in scrip ; and they -the disruption of human society must necessarily follow. A limited company may have a capital of one or two millions cal economists saY "Latsseefaire," they do not mean to say to judicial legislation ; and, with the greatest respect for littl e i n t er f ere d w it e by the Legislature ;it has heretofore are likewise then forbidden to do anythingexcept for a tempo- Fraud and wickedness are net to be presumed in individuals. while an unlimited comp an y ma y no t b e wor th a th ousan d ‘, L eave a n ma tt ers t o bli n d c h anc e ; ict everything go on as the judges, he expressed him opinion that theY stePPed out b een l e ft „ r y muc h as it stands in common law. T e rarY Purpose. Next, they are required to execute a deed con- Why, then, when individuals are united together in society, Pounds. The capitil of the l a tt er is ra is e d with difficulty ; it may." What they mean by laissez faire is that we are of their province when they interfered in those matters t gr i evauee c omplained of is not in the want of limited tainin,g 11 requisites, which are enumerated in the body of the should fraud and wickedness be presumed in thoso societies, that ef the former, owi ng t o th e t erms o f s ubsc r iptio n , w in n o t t o i n terf ere w ith h uman l aws w h e re other laws are so which more pecaliarry belonged to Parliament. ilfeatl li a bility, strictly so called-not the want of a power in a part- act, and 38 more that are comprised in the schedule which the which, after all, are but an aggregate of individuals, but indi• be larger and the bor rowe d money l ess . H ence it f o ll ows th a t muc h w i ser . m an , s i r w ith hi s f ree w ill, his caprices, and Resolutions recommending the introductmn or tile ems ner, k„ wn t o th e creditors, to contract with those creditors registrar is to see inserted in the act. This is to be signed by viduals in the caso of each of whom there is the presumption the limited Will be more stable th a n th e unlimited company. his errors, is as imich under the rule and goveenment of a deem ibed by the right hon gentleman were then agreed to. th a t h e s h a ll n o t be liable to them beyond a certain sum ; one-fourth of the shareholders, holding one-fourth ofthe stock, of innocence ?We muet base these laws upon the princiPle bY MY object at Present is not to ur ge th e a d o pu o n of limited natural law as the pl a net in its orbit, or as water, which The house resumed ; the report of the resolutions was th a t i s no t th e ground of grievance as regards private part- after due compliance with which formality the company which human transactions are guided, and the rule uleon which liability. lam arguing in f avour o f h uman libe r ty, that always se e ks its le v el. Th ose l aws , planned with wonderful made and agreed to ; and nerships, but rather the conyerse of the proposition, namely, is entitled to complete registration. The rest of the men in business everywhere act is that persons are to be people may ha ,„ - Permitted to deal how and with whom they sagacity, have the powe r o f correc ti ng a nd of compensating Mr. LOWE introduced the bills, which were read a first th a t a d or mant partner-a partner not visible to the credi- set is taken up withiclauses, either dealing in minute detail treated with confidence until something is proved against their choose wisnout the offi c i ous i n t er f er „ ce o f th e st a t e ; an d er rors , one ex t reme i nv „i a el y pro d uc i ng another, dearness time, and ordered to be road a second time ° ll Wad i : l ° l "Y t ors an d never k no wn to them, who may have embarked a with the internal government of the company, or speci- character. The commerciel intercourse of countries and of mY () Pinion will not be shaken even th oug h a s i ng l e limited producing cheapness, an d cheapn. B s dearness ; and thus the next. cer t a i n amoun t o f c T aal in a concern, should, on the failure feeng a vast number of returns to be made by it upon this great city and empire could not go on if a contrary rule company may not be establish e d. It i s r i g ht th e e xperiment great machine of soci e ty i s cons t an tly kept oscillating to its o f th e b ue i ness , b e made liable not merely in the pro- 'different matters connected with its affairs-a provision were adopted. I may further observe that these restraints should be tried, and in my jud gmen t th e p r i nc ipl e w e should centre. These ar e la ws n o t ma d e by a House of Commons ; . por ti on o f th e ca pita so embarked, but to the extent of all which has turned out in practice to be totally inadequate uPon the creation or institution of commercial concerna teed ad°Pt ls this,-not to throw th e s li g ht es t o b s t ac l e i n the way and before any Legisl a t ure s t e p s i n and attempts to correct th e p roper t y h e p osse ss es in the world, though the existence for the proper registration of the shareholders. Such is a verY muchto delay, and in such matters delay is fraught with of limited companies h e ing for m ed, b ecause th e effect of that them, it would be well th a t it should consider whether any RAILWAY TRAFFIC RETURNS. The house adjourned at half-past 8 o'clock until Monday. o f th a t prope r ty was unknown to the creditor and though general outline of that measure, as far as it is necessary for danger. While a company is inchoate-before it is formed - would be to arrest ninety. n i ne goo d sc h emes i n o r d e r that the human wi•dom can with adva n t age interfere and devise for a eine it is in consequence property ou the dedit of Which no t one me now to describe it. upon this was i ngr a tes ' , i n t h e l as t the rights of parties are ill-defined, and rest upon no strong or bad hundredth might be 'prevented, but to allow them all to complicated state of things a b e tt er co d e. vaho could have farthing could have been advanced. (Hear, hear.) It now session of Parliament, the Limited LiabilitY Aet, which Pro - assured basis. Th a t i s , no d ou b t, the ev i l w hi c h was intended come into existence, and when difficulties arise to arm the imagined it possible that a state of society resting on the most TRA.FFIC RETURNS FOR T-HE WEEK. b ecomes th e duty of the Legislature to consider how it will vides that, i n ord e r to obtain a certificate under the Joint - to be remedied by provitional registration, but I take it that courts ofinsnee with suffici en t p owers t o c h ee k extravaganc e unlimited and unfettered lib er ty of action, where everything deal with tbis practical grievance. Another point o which Stock Companies Act of 1844, a deed shall be executed by 25 such an evil is not to be cured by law. Rights are undefined, in the mania Receipts. gement of companies, and to save them from the may be supposed to bo subject to blind free will and arbitrary mil es NAME OF P,AILWAY. it is nedessary to direct attention is the state of the law with partners, holding three-fourths of the company's capital, and because men do not knoviwhat their rights are, and therefore wreck in which they ma y b e i nvo l ve d . Th a t i s th e o n ly way discretion would tend mo re t o th e prosperity aud happiness of opened, 1656. I, , sb. regar d to loans made for the purposes of private partner. ' paying up ed per cent. each, upon which limited liability cannot define them ; and they often incur responsibilities un- in which the Legi s l a t ure sh ou ld i n t er f ere, w ith th e s i ng l e ex. man than the most matu re d dec ree s o f senates aud,of States ? 1656 * ______ ---.-. s hip s . Th e u sur y laws have been repealed, and though at shall be granted. That, then, is the state of the law at Pre - knowingly, and are Plunged- into difficulties and embarrass- cePtion-a very essenti a l one _ o f g i v i ng th e grea t es t publi- These are the wonders of the-scien ce of political economy, and -1 ------ BRITISIT: ..f i. 4 the time of their repeal it was not foreseen how that measure s en t ;„d of course, b e f ore I ask the comm i ttee t „ gr „ to men t s w hi c h t h ey would h ave avo id e d h a d th e y been able to city to the affairs of such companies, - that everyone may know we should do well to profit by the lesson which that science 15 1 2 888 , 2,54 n 822 725 could affect private partnerships, it is, nevertheless, very eer- alter it, lam bound to show them that it labours under Teri - form their cotnpanies at once, an d p rocee d immediately to ac- on what grounds he is dealing. (dear.) I now come to ex- has taught. That lesson is comprised in the words of your 1 37% Belfast and Ballymena .• ••....•• •• _ tain that it has altered very materially the position of pe rsons ous an d serione d e f ec t s. u n f ortunately, / shall have nno ti on. Th e cr i sis of monetary affairs i n w hi c h a company has plain the provisions of the bill which I propose to introduce. committee :-" To interfere with and abridge men's liberty, el Belfast and County Down.. •• •• •• .... making advances to partners by way of loans guaranteed diffi„it y i n execu ti ng t h a t t as k . And first as t o prov i s i o a l b„ n f orme d passes awe ... , an d it h as t o b e organ i se d under cir- The acts we propose to repeal are the Joint-Stock Companies and to nudertake to do for them what they can do for them- 33 Birk upon a share of the profits. Mr. Baron Bramwell, who enj o y s reg i s t rat i on. I t was no d ou b t intende ' d tha ' t the law shoul d „ madames under whic e h probably noon° wou ld h ave thou g ht Act, the Act amending the same, and the Limited Liability selves, is really lulling their vigilance to sleep and depriving 26% Bolton, r i s t a Th n i a d c l & u e t r er. . 1 . 7..... Y .... k .... 5,484 4,957 a high reputatiou as a political economist, bat whose an- wat c h over an i n f an t com p an y, as (if I ma y so ex p ress my _ o f es t a bli s hi ng it ; os . th ose b y whom the company h as b een pro- Act of last session. The new bill has a double principl cone. them of that safeguard which Providence intended for them, 117 nalegnian........ a ... _ ..........• 11,677 10.,416 thority as a lawyer-I may say it without disparagement to self) it would watch over a child, so as to guard against its jected are in a difficulty whether to abandon the undertaking pulsory and permissive. The compulsory clauses provide that and instead of acting as we ought to do, as their guides and 19 9 1 , ..1 enticed, Lancash'.re, e a s n t d_ C o h r e 8 . lii r . .e . 1 , ' - i - 83 1 , - 6_83 him-is still higher, gave in his evidence before the eferean. committi ng it se lf by doing any ec t that would irretrievably and to return the money, or to attempt to carry it on. Every all partnerships consisting of more than 20 members, and instructors, we are helpin g f rau d u l en t men to mislead and 6% Cork, Illackrock; and Passage ...... 1 , 4 4 9 124 til e L aw c omm i ss i oners an o pi n i on whi c h is well deserving and permanently damage its interests before it has arrived at man of business must know that any delay in the formation of established fo r purp oses o f ga i n or p„fit , s h a ll b e i ncor p ora t e d delude them, (Cheers.) Th e right hon. gentleman von - 20 cora and t3anaon .. - .............. 1 6, 3 . 190 of „ r a tt en ti ve cons id era ti on , Th a t opinion is to the effect years of discretion, in a manner, in fact , analogous t° that in a company isfrequentlY attended withsuchresults. It is not for for the benefit of the p u bli c , and i n or d er th a t an y l ega l p ro . eluded by moving for leave to bring in the bills. - 56 Dublin and Belfast Junction •• .. •• - 9 o 780 CChester and H01yhead.•............. 3,981 3.810 63 Dublin and Drogheda.. •• •• .•• .. • ... 1,287 1,188 that, as the law at present stands, it is competent for an y which an i n f a nt in law was protected until it had attained the any fancied security, for any supposecladvautage, that we ought ceedings in which they may be enea ed not be unneces- 722 544 7% Dublin and Kingstown •• .• •••••• •• •• . person to lend money to a private partnership, reserving foga/viral& Now, however reasonable this view may be in to lay restrictions on the freedom of mankind in matters like sarily delayed. (Hear.) By the ' s!cond Y t of the bill all 16% Dundee and Arbroath •• • • •••••• „ „ 481 430 as a guarantee for repayment the right of demanding interest theory, it has proved to be one far too refined for actual prac- these, and so far as we have yet gone it would be impossible to partnerships or associations consisti f Pa !e than 6 and less tleman for the extremely able and comprehensive speech Mr. COLLIER expressed his thanks to the right hon. gen -31 Dundee, Perth, and Aberdeen Juncticu, 891 7b9 at the rate of, it might be, 50 per cent. which was to be con- tice ; for the result has been that some companies have show anything thet comes n ear t o a necess it y f or th e i m p os iti on than 20 membees, having gain and. P l it f U it m f ( o u r their object, as est com- 36 Dundalk awl Enniskeden• •..•••• •• •• - - sidered as a penalty ; the agre em en t b' e i ng that the r i ght to t rea t e d provisional registration as the only registration that of such restrictions. The only ground on which you can defend well as all associati which . h? had just delivered on a subject of the great it Anglian.. .. - .......... _ 880 743 r k ''' t L ncashire 5 361 4,520 such interest should notbe enforeedin case the creditor should is necessary, and have gone on weer since without complete re- such restriction is that it f d hi h h t • 1' ' prevents ran , w c you aye ca ion, re igions or oz y w o h t tt e e r Te a w l he ii t i l?e , i ) . 6 e o s s tal i liT h e r fo o r o • n e s d is u ; menial importance. This was one of two measures in con -3 Eas a • --, . . „„„ ~ .„ ni Counties and N0rf01k...... , be paid a rateable share of profits for his loan. This opinion . gistration in open defiance of the law; while othershave treated no right to do, or that it secures stabilit which it is im os- of more than • ' 417 East° , . s 21,446 17,899 y , p . f six memners, are permitted to avail themselves of Mr. Baron Bramwell coincides with one delivered bY Lord this registration (to use the language in vogue among diploma- sible by any Government regulations whatever to attain. o the benefits of the a . ct Ther g e ar P e t P I ' and he wished there were more of them. lt was founded on Eastern b mon .. ••••-..•••• • • •• . • i Edinburgh and Glasto yr ............. 4.319 4;235 - wo c asses o companies Eld on , both those distinguished judges concurring in the tists), as non arenn, and have subsequently come out with to- I shall now proceed to consider the nature of the restrictions omitted from this bill. f sa? , e . o with regret, but f it ' ha! been nexion with law reform. It was a measure of a right sort _ view that, as the lawat present stands, it is possible for a cre- tally different aims and objects from those which they ori- imposed upon companies, and to show how little validity done in adherence t that principle. As far as he understood the object of the first 6 Exeter and Credit0u.......... ~.. „ .... o the principle on which the measuie has , • bt an intelligent and intelligible principle ; and it carried out the two bills, it was that the man who contracted a de 22 Furness Railway ... .............. _ - ditor to lend money to a private partnership, reserving to ginally contemplated, The act has, therefore, been practi- they have either in fact or in argument ; and, in the first been framed-to confine ourselv t th a d tof the ° I .... ,33.. ,08 d SontheWestern.... 5 , b 6 eli o e men men . it and no one else. If a man sold goods to A, 183% Glasgow ! a.n 11: Edinburgh, Perth, and Dundee...-. 2,79 J 2,e95 himself a share of tho profits by way of interest. It is cally set aside, and has no effect whatever even in prohibiting place, with respect to the payment of a certain amount of Joint-Stock Companies Act, nd to the application of should pay Great Northern.• •., ,20,440 17,000 not the intention of the government to diminish the the sale of scr ip, b ecause, un f or t una t e l y, th e p ro hibiti on w as capital. I admit that in the ease of railway companies the limited liability to large and small partnerships in the most knowing nobody but A, then A alone should be c d om s p a e i l d le t d h t a o t 2 25 0 3 354 Great Southern and Western (Ireland) 5,732 5,463 pay the debt. But . the law, as it present existe , . powers and abilities which persons already enjoy in that addressed to the Stock-Exchange, which I will not call a principle of enforcing the paying up of a certain amount efficient manner, without interfering in difficult questions 365 Great Western •• •• •.•........... .. 27,154 19,024 if B had furnished A with . means to carry ou his business, B respect. We take the question as it stands, and desire lawless body, for it is act u at e d by th e hi g hest of all laws- of capital is a good one, because it affords a protection to the such as those connected with banks. Banking companies 25% Irish South Eastern .......... ~.... STo 5 rit,), might receive interest on his money at a rat?, h . oweve i r, fusu -90 Lane:ester and Carilsle...... - ea .... rather to enlarge and enable than to contract a nd to the law of h onour ; b u t lik e a ll bcdica acting un der that law, public-the capital being ready for the purchase of property, have an act of their own, and therefore we do not propose restrict. It remains to be seen what is the proper manner it is independent of Parliament, and therefore, although the or to be retu rne d t o th e d e p os it ors if the concern is n e t c a r- to include them in the present bill, though, individually, I rious, without incurring any liability ; but if, instem. o ie in which to deal 'tit this question of private partnerships. statute says that the Stock-Exchange shall not negotiate the lied out ; and it is only reasonable that men who come to should have wished to apply tho same law to all compa*s. calving interest, he received a poi tion of the profits of A, ___ h ee e e Northern .................. •• __ One method would be to carry the present law of limited lia- scrip of provisionally registered campanies, yet the Stock- parliament, asking powers to take the property of their (Hear.) The second exception, which I also regret, relates do Ind North Western ... -• .... 51 ,133 44.373 bility into these partnerships, and to say to ally number of Exchange in this CaSe is like an i m p er i ana e n imperio, and neighbours, should give evidence, of their sincerity by paying to insurance companies, which have been omitted in defer- this be ? It was impossible to distinguish between the two that then he (B) should be liable for A's debt. Why should 5 2 1 5 71 6 1 ,4 London anti _Blackwell - .... .. _. LTV/ i ,030 modes of remuneration. And was it not far better that a toi La vn n i c: n sl o 7.nd Yorkshire ...... ..... pe ons, however small-even to one, and there could not such shares are as freely boni ; ht a nd so ld th ere as though the up a porzion of the amount required. (Hear.) But the ease ence to opinions that we are bound to respect. Ido not 183% London, Brighton, and South Coast.. 12,380 10,04 be rB a much smaller number than that-that he or they shall companies vrere completely registered, The object which the is quite different with re,gard to other concerns. Taking the think that man should be allowed to share in the profits, whatever they 267 London and South We5tern......... the provisions of the bill will ever be plicable to be entitled to be formed into a corporation, and to enjoy, as framers of the act had in view was no doubt a good one, Limited Liability Act as it now stands, it is required that 20 companies established on the ." 1 f ut a I P. might be, than to receive from the trader a certain amount of 60 Londonderry and Enniskillen ........ 566 545 such, the privilege of limited liability. To that proposition I being intended to put a restriction upon half-formed and im- per cent. shall be paid np Of the amount of subscriptions, which are not joini-stock plin . cip e o I T b u n a Ins a urance, 'rosby. and Souttmort•• • . - 19 9 , , 6 6. . _3 7 : 1 8 7, : 6 3. 2 5 5 1 interest, whether the profits would admit of its payment or - Manchester, Buxton, and Matlock, Ac. _,- _ , - 17, companies at a , t m con am not disposal to accede, and for this reason, that it ap - mature companies, which are not ripe for uncontrolled action. and that the fact of such payment having been made shall be vinced•they might be applied with advantan to other kinds not ? The second bill relate's' to partnerships, and its piinciple 173% efanchester,Bheflield,and Lincolnshire BX 3 8 626 pears to me that there is something incomPatible and incon. A better principle, however, would have been to accelerate proved by a declaration made by two of the promoters, Now, of insurance companies. We have omitted e them, however. 93i Manchester and South Junction •••••• 28 NiarYPert alid Carlisle •• .• •• •• •• •... 853 827 sistent between the character of a man acting as a principal the attainment of their majority by the companies, and to in the case of bona fide companies lea • • h . • d joint-stock ' - h il d k companies, companies, sae as ra ways, oc 21 816 24,972 a imagine not ing in eference to the opinion of a sele t c committee of this in trade, and that of oiler:son who is a corPorator, and whoa° declare, in fact, that none of them should be permitted to more embarrassine than this. It involves such companies house, which sat on the subject some years ago, aud which aff . ected all associations known under the denomination of 498% Midland •• •• •-••••••••••• • •• •• •• • • . , and other enterpries, in which a large amount of ea- 126% Melland Groat Western (Id yan em arassmen pames iffmles(teoill;:pel:aflrietlnlitthhea=icloir liability, as such, is limited Seeing that there is no parti- come into existence until they were able to undertake all the in a great deal o?difficulty, and I have strong complaints declared • • pital was investea. Strange to say, these companies, instead 37 Monklands •• •••••••••.••• - • • • • •• •• - - in its report that the business of iusura ce com cular demand for this extension of tho law, and bearing in liabilities and d u ti es o f - a company. Th us quas i companies from various quarters of the difficult d b t •d* a -of being looked upon as a t te 1 d 1 Id been re- 78le Newcastle and Car1i51e........ ••.. • • - • - grea na iona goo , i. 4 737 4 496 y companies that mind that, even though it were adopted, it w tild be so would not have been allowed, as at present, to be started, which have been experienced. in forming bona fide companies it was desi - - gardcd as public nuisances by our courts of law ; and al p ih . ) . ............ 3 : 212 2 : 134 - of the Joint-Stock merely for the sake of a barren consistency and an idle uni- until all the preliminary negotiations incidental to their get- from this cause alone. (Hear, hear.) This provision was Companies Act, so far as the 1 ted to • • s they had been recognized by the Legislature they were sub- rn „ „ ................ 847 855 7 North-Weste tenuity, Ido not think that it would be in any degree desir• ting np had been fully perfected. I should not expose them, not meant to hit the honest, but the fraudulent ; but it is evi- and to deal with them in a s y ep re ar a ate meamssu o ranc l e w so i c ll iet n ie ow , jectocl to many severe restrictions. The bill now introduced 4 87% Scottish Contra though 1_49 N N n o r r t th h s ß t r a l i t t i o s r h dzue ............... able to decide the question by such a method as this. Nor in relation to the execution of a deed with 11 requisitions of dent that fraudulent companies' can easily evade it, for they state how the company is to be fo ed. ur We abolish the would put all companies on the same footing, and the great 32 Scottish Midland ••••• • • • .... •• •• .. - would it be ads isable to 'adopt the law of command/le as it one class to be complied with, a nd 38. more of another, to all have nothing more to do than to get two of their promoters preseiat system of registration, and every company affected is at present practised in France. It is not suited to our the trouble and expense to weich they are now subject ;to make a declaration to•the effect that the amount of capi- by the act is to sign a elecument whieh th call in America liberty to associate, provided they gave notice of tho terms 48 Shrewsbu r r e y u ari o d u Ches . ter . ....... •..• .... :: .... 704 712 princlple of the bill was that any number of persons were at 294 . shrewsbury and BirMingharn •• •... n):: 1 1: t habits, and its introduction would be tantamount to the and this, too, in regar d t o ma tt ers w hich the companies tal required by the statute has been subscribed, no power " a certificate of deposit," but which - we e p y ropose to call a 2 15t 1,932 t 57% Sen.,hDe,on•• •• •..... •••• •• •• • .... , enactment of a new law of partnership. If we can remodel are quite competent to manage for themselves, and which being given to inquire whether it has been really subscribed " memorandum of aesociation andreei s t ra ti on e. That deal- principle, and he begged to renew the expression of the grea 289 South Eastern •••••• •• • • •••••••• .... 14,843 11,733 the old law in such a manner as to adapt it to our wants and are exclusively personal to them, the public having no pos• or not -(hear, hear)-so that while you are annoying and ment is to be signed by at least seven sbareholders ;itis to on . wh . ich their company was formed. This was a valuable 30 Shro , eshi ,„ ni .. .. satisfaction with which he had heard this comprehensive mea- 16254 South Wales .. ••.••• • • •• .......... 5,368 4,39 e usages, and to iufase into it the liberal principles of our sible interest in them. - Meer, hear.) There is also an- embarrassing bona fide concerns, you are not in the least de- contain the name of the propo se d coin qn •to state the ob- sure propounded by the right hon. gentlemau. 97 South York., Doncaster, and Goole .. 1,713 1,437 modern commercial system, we shall by so doing adopt a far other provision as to the subscription of one quarter of gree placing a check upon those that are fraudulent. On jeet of the company ; whether it : 1:4 Y.' • -s to be limited or un 1- more judicious course than if we were to sweep away the the shareholders holding one quarter of the stock of the contrary, if th e y succee d i n sa ti s fyi ng th e Government, mited; the number of shares into which it is to be divided ; sueeested by the ri ht hot i• Mr. MALINS observed that the subjects which had been i gentleman were of the highest 77 Waterford :Ind Limerick • • .......... 904 771 whole fabric and erect a new one in its place. (Hear.) Nei- the company, which is deserving of attention. It was clearly they obtain a spurious merit to which theY are bY . and, if the comeany is limit e d th e w d.,ii it d." is to '.* 3 . 553 490 inportance as affecting the commercial well-being of the whole 27% West Cornwall .• •• •• ••••••• • •• •• 39 Taff Vale .......................... 3,028 3,545 266 245 thershonld I wish to deal with partnerships merely by way of established in evidence before the committee moved. for two no means entitled. (Hear, hear.) By this enactment appear. That document is to 12 Whitehaven Junction ... •• ••.•.. • • .. legalising loans or making them the subject of special legisla. years ago by my hon. friend the member for Westbury, also you are teking the business of people out of their and upon its being filed th e • ' be filed e w r ith th re e r e egistrar, 1 - community. The bill passed last year was so erroneous in its 682 York and Newcastle, and Berwick & Con. It is not any business of ours to favour one particular that for the modest consideration of ono shilling, and own hands. It is often a disadvantage to a concern registration, from which it fo e l o l m ow p s an t y ho i t s i t t o i b s e in e ntatle a t to d York and North Midland & Leeds.. - - construction, so fraught with restrictions, that he rejoiced ex method of dealing in preference to another. It is rather our other moderate sums, as many so-ealled shareholders to start with a great amount ef paid-up capital. (Hear.) and possesses all the pri v ii e e es o f a cornon ti oe w ith the eeedingly to find that the right hon. gentleman had taken the IOREIGN. duty to act with strict impartiality as regards theme.% and to could be got to sign the subscription list of a cora' Sometimes, for example, the money may be wanted for the right of suing and bein 8 d" Th e nex t • s t . ' • " tl _ leave to every man in the community the option of deciding pany as the projector pleased. As this matter is puxchase of mines, which it may be desirable to acquire at deed of settlement. I f e ile a earliest opportunity of repealing it. The right hon. gen e d Med Lyons an , for himself what is the best system on which to conduct his one of great importance, seeing that the whole the very outset, but from the state of the law a long time the schedule of the act, the byl - f of associative " We ha: r e e t: t k e e s in k t ) h th eu e i ve prepared and appended, in company which we _ man appeared to have arrived at just principles, that men - Montereau en royes ...........•• •• - - affairs. I cannot but think that,' if we were to facilitate loans foundation of the law lam about to propose to the commit- may elapse before such a 'Purchase can be concluded. What call the " articles - awr' o a ' should be perfectly free as to the contracts they might choose _ Namur and Liege .. • • .......... •• .. -- to partnerships, wi hout at the same time giving to dormant tee turns upon it, 1 will take the liberty of reading a few worse thing can you do for a company in such a case than to from the ordinary rules .' • • • to enter into, but it was tho duty of the Legislature as far as - Northern of Prance •• •• •• •• •• •• •• .• :--_, _ 89 Dutch Rhenlsh d Tt - te . rr .... n . e . 6 .......•• •• • • • ........ .....- - rat Central .. corpora e adopted in joint-stock companies, partners the power of limiting their liability, we should be brief extracts from th e report of the com m itt ee . I find that require that it should pay up a large portion of its capital ? and have applied to them the en 1 les of the Railway possible to give the kreatest facilities for ascertaining what - 9_ i•! e r a i ris ana Lyons ...• .• •• •• •• • • ..•• - - - - - - - giving an undae prepoaderance to the loan system_(hear, the registrae of joint- s t oc k com p an i es , er r , whit mar sh, wh o (Hear.) 1 ,, t .. is . h . ighly injurious in two ways. In the first Consolidatiou Act. When the im -t t • e l 1) parto be appli- those contracts were. With the principle of the first bill le Paris and Rouen. •••• • • •••• •• •• ••... - hear, hear)-and encouraging men to carry on their business was examined before that tribunal, states very compendiously place, it imposes on the directors a temptation to steal. cable to a company, they may h s e e l a d ' le te e d a ‘ b lp odi e l without any propounded by the right hon. gentleman he (Mr. Mathes) en- _ Paris and Strast,urgh •• .. ••.••• ~ •• - - Renee and 4 lavre•• ...... •. • • •• • • • - rather by means of temporary advances than by embark- that the returns which the act reauh•es, and which are enor- (Laughter). They have got the money and dont know what expense ~ but if it should t ' " hat thos Y . rules are not tirely concurred, believing that a proper course was taken in ing capital in the concern, an d th a t th us we s h ou ld b e raous ly b nr d ensenne an d ex p ens i ve, are wor th nothing_th a t to do with it, and in such cases it is apt to stick to people's apnlicable to a Tiartirtllian ....-.7 out t au,. ...,......(..,,,., wni 1,.‘,. overruline by Leeeeietiee ene,•f-memt, the absurd decision iu - Western of France it is independent of Parliament, and therefore, although the ' or to be returned to theedepos - itors if the concern is not car statute says that the Stock-Exchange shall not negotiate the stied out ; and it is only reasonable that men who come to scrip of provisionally registered companies, yet the Stock- Parliament, asking powers to take the property of their Exchange in this case is like an imperium, in ineperio, and neighbours, should give evidence of their sincerity by paying such shares are as freely bought and sold there as though the up a portion of the amount required. (Hear.) But the case companies were completely registered, The object which the is quite different with regard to other concerns. Taking the framers of the act had in view was no doubt a good one, Limited Liability Act as it now stands, it is required that 20 1 being intended to put a restriction upon half-formed and im- per cent, shall be paid up of the amount of subscriptions, mature companies, which are not ripe for uncontrolled action, and that the fact of such payment having been made shall be A better principle, however, would have been to accelerate proved by a declaration made by two of the promoters. Now, the attainment of their majority by the companies, and to in the case of bona fide companies I can imagine nothing declare, in fact, that none of them should be permitted to more embarrassing than this. It involves such companies come into existence until th e y were a bl e t o un d er t a k e a ll th e in a great deal of difficulty, and I have strong complaints liabilities and duties of - a company, Thus quasi companies from various quarters of the difficulty and embarasement would not have been allowed, as at present, to be started, which have been experienced in forming bona fide companies until all the preliminary negotiations incidental to their get- from this cause alone. (Hear, hear,) This provision was ting np had been fully perfected. I should not expose them, not meant to hit the honest, but the fraudulent; but it is evi in relation to the execution of a deed with 11 requisitions of dent that fraudulent companies' can easily evade it, for they one class to be complied with, and 38 more of another, to all have nothing more to do than to get two of their, promoters the trouble and expense to which they are now subject ; t e make a declaration to•the effect that the amount of capi and this, too, in regard to matters which the companies tal required by the statute has been subscribed, no power are quite competent to manage for themselves, and which being given to inquire whether it has been really subscribed are exclusively personal to them, the public having no pos- or not—(hear, hear)—so that while you are annoying and siblo interest in them. (Hear, hear.) There is also an- embarrassing bona fide concerns, you are not in the least de other provision as to the subscription of one quarter of gree placing a check upon those that are fraudulent. On the shareholders holding 'one quarter of the stock of the contrary, if they succeed in satisfying the Government, the company, which is deserving of attention. It was clearly they obtain a spurious merit to which they are by established in evidence before the committee moved for two no means entitled. (Hear, hoar.) By this enactment years ago by my hon. friend the member for Westbury, also you are taking the business of people out of their that for the modest consideration of ono shilling, and own hands. It is often a disadvantage to a concern other moderate sums, as many so-called shareholders to start with a great amount Qf paid-up capital. (Hear.) could be got to sign the subscription list of a corn- Sometimes, for example, the money may be wanted for the pany as the projector pleased. As this matter is purchase of mines, which it may be desirable to acquire at one of great importance, seeing that the whole the very outset, but from the state of the law a long time foundation of the law lam about to propose to the commit- may elapse before such a Purchase can be concluded. What tee turns upon it, 1 will take the liberty of reading a few worse thing can you do for a company in such a case than to brief extracts from the report of the committee. I find that require that it should pay up a large portion of its capital ? the registrar, of joint-stock companies, Mr. Whitmarsh, who (Hear.) It is highly injurious in two ways. In the first was examined before that tribunal, states very compendiously place, it imposes on the directors a temptation to steal, that the returns which the act re4uires, and which are enor- (Laughter). They have got the money and dont know what morally bnrdensome and expensive, are worth nothing—that to do with it, and in such cases it is apt to stick to people's the act is very much evaded, companies being frequently fingers. (Laughter). In the second place, it very often per formed with no other foundation than that supplied by men petuates the abuses of unsound and unwise concerns after of straw. I beg the house to compare this testimony with the fallacies on which they may have been based have been the prognostications made in the report of the select coin- found out; because those who have the money and are, mittee to which I have previously referred, because I cite this perhaps, making a good thing of it think it would be sparing as a general proof of the inference which I wish to deduce— the Egyptians to return it, and thus they go on employing viz., that it is quite impossible for any legislation that we can the capital of the shareholders, often to their own destruction. devise really to protect the public in matters in which they (Hear.) I shall say no more on the subject.of capital required y are fully able to protect themselves. I will first refer to a to be paid up, as I think I have said sufficient to show that, very remarkable prediction made by Mr. Bellenden Ker in it g i ves - no safety or security to the companies on whom it is 1837. That gentleman is a hi g h au tho r ity on the subject, i m p ose d. B ut there is another point on which I baa: e th e having been engaged in settling the deeds of joint-stock com- misfortune to differ from some gentlemen in this house, for panics for many years past, a n d h e sa y s : whose opinions I en t er t a i n t h e greatest rc i per, to which I "In the consideration of this part of the subject other shall for a moment advert. There are mos.; who would not points of importance occur ; first, whether, previously to require companies to pay up a certain ao,eount of capital who the formation of such partnerships"—joint-stock companies yet think it necessary that this House, should fix the amount —" it should be made requi s it e th a t a cer t a i n par t o f th e or num b er o f s h ares. I now beg ' co o b serve, on t hi s part of e capital should be paid up, or that there should be any regula- the subject, th a t I thi n k su' n an interference is w h o ll y tions concerning periodical re t urns o f th e s t a t e o f th e a ff a i rs unnecessary, an d would be pi eductive of evil. Wh a t p resses of the company, or for th e a pp o i n t men t o f au dit ors o f th e ac - s t rong l y on my mind, s ai d is with ire one of the most °- counts by the sharehold ers a t l arge . It i s pro b a bl e, h owever, power f u l arguments a esinst it, is that th ese compan i es are that the best course would be to leave these matters to the much desired by the, poor, and that there are many things agreements and provisi ons o f th e par ti es i n t ereste d , more espe- i n which they take. an interest, an d w ith regar d to which it cially as any measure requiring that the capital, or part of it, would be desirable to obtain their co-operation. (Hear.) shouldbe paid up would be liable to evasion, and, moreover, There are vaSlous matters that they would often be inclined would be of difficult application in many cases. It is also to to conneee themselves with, but if you fix a large amount f or be observed, the provisions propos e d d o no t con f er any prov i - shares tails natural w i s h it wou ld b e impossible to realise. I sions proposed do not confer any privilege or immunity on have in my possession letters from persons of that class who these companies, but merely bring them within the effectual are desirous to establish, for example, a cotton mill by means reach of the law, and only accomplish, as regards all partner- of a company with 1/. shares. Ido not say whether such a ships, what is now the law regarding banking partnerships scheme as that will succeed or not. It may or it may not. I and what is frequently permitted to companies by private acts, am afraid these co-oper a ti ve un d er t a ki ngs have not been, gene. charters, or letters patent." rally speaking, prosperous ; but, whether that be so or not, It appears that this gentleman, a man of great experience, can we imagine a more impolitic state of the law than that seven years before this act was passed foresaw and clearly which permits associations to be formed by the rich, but predicted that all the provisions intended to protect the public denies them to the poor I (Hear, bear.) When we allow i would end in affording no protection at all—that they would those who are possessed of capital to establish companies for be at best nugatory ; and I shall show that they have been their mutual benefit, and when contests take place between absolutely mischievous. I will next read an extract from the capital and wages, shall we not allow the workmen to enter report of the Insurance Committee appointed on the motion upon the formation of companies for themselves, because we of the hon. member for Westbury : think it right to fix as the amount of shares a sum larger " With regard to provisional registration, it appears that than they can possibly raise ? (Hear, hear.) Let them try the law as it now stands does not afford the security which the experiment or they never will be satisfied ; and be assured was contemplated by the act of 1844, inasmuch as the repro- that there can be no more flagrant specimen of law than that sentations made bythe prospectusesand advertisements issued which gives facility to the rich and excludes the poor from by new companies often vary very materially from the objects combining in any matter of trade or for any legitimate object for which they have been provisionally registered, and thero that they may demand. (Hear, hear.) Take, as another appears to be no means at present to prevent deception and example, the . truck system. What can bo a more natural misrepresentation being practised on the public in this way. remedy for people who find that at the only shop to which Nor are the regulations required lb order to obtain complete they have access they are, cheated by having to pay a price registration more perfect for that purpose. It is required by far beyond what is fait and just, that they should join to the law that the deed of settlement shoed be signed by share- gether their small earnings, in order to save themselves from molders e q ual to 1-4th in number, and representing 1-4th of the overcharge; and t/ee adulteration, and all the oppressions the proposed capital of such companies ; but it appears from to which they are sr , bjected I (Hear, hear.) I shall deeply the evidence of Mr. Whitmarsh that this provision has been regret if it is no . ',, the policy of this house to support the extensively abused by means of false and faudulent signatures measure which 'we are prepared to lay before it on this and has thus proved to be a very insufficient security for the matter—a meaerare which I believe to be cast in a spirit of name is Leo objects co ntemplated. It appears also that it has been fre- comprehensive liberality ; or if any difficulty should be ex quently evaded "—there are other means of evasion, and their pressed as to, giving facilities to poor persons in the conduct with "(he")—" by companies commencing busi- of affairs of which] they themselves may be expected to be ness a very araall i o capital, and, im me di a t e ly u p on o bt a i n - th e b es t j u d ges. (Hear, hear.) The only argument which lug complet e registration , greatly in creas i ng it s amoun t , w hi c h I h ave h eard against these small share companies is, that they of the registrar: do are enabl e d to d It appears, then, th at these without f ur th er recourse to the office will lead to gambling. It i s no t i mpossible that this may' to some extant be so ; but if we were to refrain from legislation Provisions can be evaded, and on all matters that might possibly lead to gambling, the con some of the witnesses examined r b great eourd, efor e my lion. friend's coin- sequences would mittee stated, with be mono comprehensive than at first sight ~a nc , , i t izt we should not suffer might be iraagl:ued. On this principle we should begin by them to be evaded any longer, with peg the whole fault was burnin hayste.cks lest people should draw straws out of them. in the law. It is always the case, thervegard to restrictive (Laughter.) if we were to let alone all offences, and restrain laws, that there is a craving for flu' estriction. The re- the people in the exercise of all their privileges lest a bad use striations you impose in the first instance he of some should b a made of them, we should sir e n as a people be de ried still value, hut you are told they do not go far y are enough,fre e and that ro i erl , r if they are meant to do any good they must pr b o e iaa a tsr -*-v-- - pi. everything that we now hp) , aas valuable. (Hear.) further and further. It is said that these I come now to another subject, arla that is as the question , qnently originated by men of straw. " Oh, then," affects . great incorporations. It. is usual to say that, as these , of the witnesses, " arm the registrar with inquisiterialapyoswOure comr aides come to the Legislature for favours and for privi. and lot him inquire into the circumstances and respon e ibai h , IPgeF‘• w e can impose upon tleem what terms we choose—that hat of every shareholder," That is one suggestion. But it is alseo wa e'en make them submit, to whatever restrictive or injurious said that companies may begin with a small capital under I'm xfe like, Now, I protest against the use of the word , these restrictions, and that when they have gone on for a c" p r ivilege" in snob a case as this. (Hear.) In matters of little while with a small capital they can double or treble ti°: ranerce and exchange, of buying and selling, and of con that capital without any restriction. Now, can you prevent 1-,ea et, it is impossible that under a just Government there can that t Are you able to say that companies shall mot increase b e a:LS' privileges, (Hear.) All associations ought to be equal their capital ? Will you empower the registrar, or nny other,. , o t.: the law, and there can be no greater injustice than for person, to judge what capital these trading companies shall • ciationerioement to ask for any undue exactions from any asso raise ? You begin by encroaching upon natural liberty, and, a above he n eir the on e h an d , or to give to any of them advantages in order to make that encroachment effectual, you find - that p r i v il ege, plows on the other. (Hear.) Bat there is no you must proceed to an utter deprivation of liberty, until, to in the light of Particular incorporation is just to be considered • e' ,* le 10-ically, you will have to take the . the pable- te. carry out our p- mop a , an individual, and it is for the advantage of e t the izeor o t. - whole mauagemett of than colopauies out of the bands of ; legal moue* tw i t ' is a sort of 1 P ra ion taken place. It - mind that, even though it were adopted, it w nld be so merely for the sake of a barren consistency and an idle uni formity, I do not think that it would be in any degree desk able to decide the question by such a method as this. Nor would it be ads isable to 'adopt the law of commandite as it is at present practised in France. It is not suited to our habits, and its introduction would be tantamouut to the enactment of a new law of partnership. If we can remodel the old law in such a manner as to adapt it to our wants and usages, and to infuse into it the liberal principles of our modern commercial system, we shall by so doing adopt a far more judicious course than if we were to sweep away the whole fabric and erect a new one in its place. (Hear.) Nei thershonld I wish to deal with partnerships merely by way of legalising loans or making them the subject of special legisla. tion. It is not any bpsineas of ours to favoar one particular method of dealing in preference to another. It is rather our duty to act with strict impartiality as regards them all, and to leave to every man in the community the option of deciding for himself what is the best system on which to conduct his affairs. I cannot but think that, if we were to facilitate loans to partnerships, wi hout at the same time giving to dormant partners the power of limiting their liability, we should be giving an undue prenauderance to the loan system—(hear, hear, hear)—and encouraging men to carry on their business rather by means of temporary advances than by embark ing capital in the concern, and that thus we should be throwing the weight of the Government into the wrong scale. Into the question of whether it be or be not an improvident practice to carry on business by means of loans I do not now propose to enter, but I cannot think that it. would be at all advisable to facilitate the contract of loans unless you at the same time provide that the advance of m oney or capital on contract to share profit or loss shall not be held to make the lender liable as a partner. (Hear.) In the present state of the law the whole evil complained of as regards private partnership resolves itself into this: that a dormant partner, unknown to the creditor at the time of the contracting of the debt, is made responsible to his last shilling or acre for a debt for which he was not ktiown at the time to be liable—(hear) —and that property of his, on the strength of which not one farthing had been advanced, is confiscated to satisfy the claim of a person who when the transaction occurred knew nothing of its existence. (Hear.) In reprobating this state of things, I only echo the opinion of some of the most dis tinguished jurists, and among others of that eminent judge, Mr. Justice Story, who concurs with other great legal autho rities in deploring the doctrine laid down in the case of ‘; Waugh v. Carver." The bill which I now solicit the per mission of the house to lay upon the table will overrule the judgment pronounced in that well known case—(hear)—and proposes to provide that " the advance of capital or money to be used in any trade or undertaking, not being the trade of a banker, upon a contract with the person carrying on such trade or undertaking that the person making such advance shall receive a share of the profits or shall bear a share of the loss of the trade or undertaking, shall not of itself render the person making such advance liable to third parties as a partner in such trade .or undertaking." (Hear, hear.) By this means a male who has embarked a certain sum of money in a concern may become a dor mant partner for certain purposes without involving himself in the general liabilities of partnership. In fact, with all that is most beneficial ih the French commandite project you will also have the advantages of a loan system, conducted not i s a c i rcuitous or ambiguous ° hut in a direct and intelligible manner ; and it will be practicable for any partnership to raise money by the lender or the d ormant partnerwaYeof loan without making liable beyond the amount of the money he may have advanced. We take things as we find them, and while eve propose to regulate the liabilities of lenders and borrowers, we are not to l understood as pronouncing any opinion as to the wisdom'eor pr opriety ei of either lending or borrowing. (Hear , hear ) instances where it would be highly improvident to.e may y dn b e e t an establishment by means of loans, and on the ether hand it is quite possible that there may be cases where a increase of capital would be more injnrione to a Imeiness th u l t a temporary advance. These are questions with which w e " I I have no concern. It is for us to allow men to conduct their atihirs on such principles as they shall themselves approve, It is for us to observe an impartial demeanour, leaving to every trader the option of determining on what system ho may think fit to manage hls affairs. (Hear.) The bill also contain , a c l a use providing that the remuneration of servants or a gents by a share of the profits shall not make them B an kers are omitted out of deference to the course partners. of previous legislation, which has constituted them an creep le applicable to other com p an i es . Thi s Lion to the genera l Tv made because we do not wish to encumber a kid, which is m erel y on e of limited liability q°minesestron u oisf also o s with questions relating to the banking , trade, currency, and other kindred matters ; alt houg h, for my own part, I see no reason why bankers should'ntbe treated in the same man nerof partners . Having now disp ose d as any other class of all that I think smaller bill, I next it approachnecessary to say regarding th e the subject of th e larger measure ; and here I muse be,; that the h ouse will bear with me, because, although I shall endeavour to con dense my observations as much as possible, yet the question i s so very, complex in its nature that I cannot hope to render myself intelligible to the committee without trespassing on its attention for some little time. Now, the state of the Lew relating to joinestoek companies is somewhat peculiar. It seems to have Veen the nesfortnue of these bodies to be always legislated for by persons in a state of great excite ment. The first law of this ind, calla 1 the Bubble Act, was passed during the first paroxysm produced by the bursting of the memorable South Bea bubble, iu the reign of George I. Sbakeepere says— " The earth has led-Ales as the water has, "And these are of them !" And So our legislators set to work to explode them ; and for 100 years the law of this country rendered the formation of joint-stock companies illegal, and a Punishable offence. This I mention not because it is immediately relevant, bat be. CCM the ligrht Thick Wows ou tale ;natte r 4 011 14 ac t as • I transact its own business with others, and it is therefore not ' only for its own convenience, but for that of the public, that it should combine, so that it may both sue and be sued in one single name. (Hear.) It should be held as one single person, and for that reason we should throw no obstacle in the way of incorporation, as it is for the interest of the public as much as for that of the company itself that it should bo so. It is no privilege, but a right to be conceded, a state of mis chief to be corrected ; and it is necessary, because such a company is so numerous that it would be difficult otherwise to proceed against it. (Hear.) I now propose to show that the fact of a company being established on the principle of limited liability does not strengthen the case in favour of those restraints and safeguards which have hitherto been de manded on behalf of the public. What I said of incorpora tions may be applied to companies with a limited liability. It is not a question of privilege ; if anything, it is right, and upon that ground we gave our assent to the act of last ses sion. The principle is the freedom of contract and the right of unlimited association—the right of people to make what contracts they please on behalf of themselves, whether those contracts may appear to the Legislature beneficial or not, as long as they do not commit fraud or otherwise act contrary to the general policy of the law. It is easy to make any thing a privilege. If you deny a man the most ordinary right, it becomes an inestimable Privilege. The process is this—it begins with prohibition, then becomes a privilege, and last of all a right. Till 1825 the law p ro hibit e d th e formation of joint-stock companies. From that time to the present it has been a privilege, but we now propose to recognise it as a right. So with limited liability ;at first it was prohibited. Then came the statute of the first year of Victoria, which gave the Board of Trade power to relax the law in certain cases ; and, lastly, the act of last session extended the privi lege, but still imposes restrictions. 'Having thus gone through the first and second stages —prohibition and privilege—we propose now to take our stand upon th e on l y fi rm f oun d a tion on which the law can be placed—the right of individuals to use their own property and make such contracts as they please, to associate in whatever form they think 'best, and to deal with their neighbours upon such terms as may be satisfac tory to both parties. The restrictions hitherto placed upon trade ing companies were intended to effect one of two objects, either to secure the stability of the company or to prevent fraud. Is there anything in the nature of companies with a limited liability that should make them less stable or more fraudulent than unlimited companies ? I should say the contrary. (Hear, hear.) Fraudulent people will never form a limited liability company. Their own liability, of course, is a mere bagatelle, unworthy of their notice. What they esire is a large credit, and to obtain that they endea vour to get as many persons as possible pledged to the utmost extent of their fortunes, ,It is plain that to such people an unlimited liability is a hundred times more advantageous than a limited liability. A company formed on the principle of limited liability carries on the face of it something like prudence and caution. Its shareholders seem to say, "We have entered into a partnership, but it is impossible to tell what may happen, and since the company may fail we will not risk all we possess in any commercial undertaking what ever." Such is the nature and composition of a company which is supposed to offer such facilities for fraudulent prac tices that it ought - to be subject to restrictions which can be justified only on the ground that fraud is actually intended. Nor have we more reason to doubt the ztability of a limited than that of an unlimited company. Nobody can tell a priori to which the preference in that respect may belong. The stability of a company depends upon two things—cha racter and capital. But the character of a limited company may be quite as good as that of au unlimited company, and its capital may be as large. People confound unlimited with infinite, and think that the capital of an unlimited company is generally large. There could not be a greater mistake. A limited company may have a capital of one or two millions, while an unlimited company may not be worth a thousand pounds. The capital of the latter is raised with difficulty ; that of the former, owing to the terms of subscription, will be larger and the borrowed money less. Hence it follows that the limited will be more stable than the unlimited company. My object at present is not to urge the adoption of limited liability. I am arguing in favour of human liberty, that people may be permitted to deal how and with whom they choose without the officious interference of the State; and ' my opinion will not be shaken even though a single limited company may not be established. It is right the experiment should be tried, and in my judgment the principle we should adopt is this,---not to throw the slightest obstacle in the way of limited companies being formed, because the effect of that would be to arrest ninety-nine good schemes in order that the bad hundredth might be 'prevented, but to allow them all to come into existence, and when difficulties arise to arm the courts ,3inclu o d f e justice i w i n tthh the sufficientpresent pow bille, rs th t ooncghhe,ek individuallyex travagan , I c extravagance , in the m anagement of companies, and to save them from the wreck in whi c h th ey may be involved. That is the only way in which th e L eg i s l ature should interfere, with the single ex ception —a very essenti a l one — o f g i v i ng th e grea t es t publi city to the aff a i rs o f such companies, that everyone may know on what gro un d s h e i s d eal i ng. (dear.) I now come to ex plain the pro v i s i ons o f th e bill which I propose to introduce. The acts we p ropose t o repeal are the Joint-Stock Companies Act, the A c t amend i ng the same, and the Limited Liability Act of last sess i on. T he new bill has a double principle—com pulsory and pe rm i ss i ve. Th e compulsory clauses provide that all partnership s cons i st i ng o f more than 20 members, and established for purpo ses o f ga i n or pro fi t, s h a ll b e i ncorporate d for the ben e fit o f th e public, and in order that any legal pro ceedings in whi c h th ey may h e engaged may not be unneces sarily delayed. (H ear. ) B y the second part of the bill all partnerships or associati ons cons i s ti ng of more than 6 and less than 20 memb e:B , h av i ng ga i n and profit for their object, as well as all a ssoc i a ti ons w h atever, whether established for edu cation, religi ous or any ot h er l egal purposes, if they consist i of more than six memb ers , are perm i tted to avail themselves of the benefits o f th e ac t . Th ere are two classes of companies omitted from this bill. I say so w ith regret, but it has been done in adherence to th e p r i nc i p l e on which the measure has been framed—to confi ne ourse l ves to t h e amendment of the Joint-Stock Compa n i es A c t , and to the application of limited liability t o l arge and small partnerships in the most manner, with ou t i n t er f er i ng i n diffi cult quest i ons such as those connec t e d w i th banks. Banking companies have an act of th e i r own, and therefore we do not propose , t should have wished to apply the same law to all compates. (Hear.) The second exception, which I also regret, relates to insurance companies, which have been omitted in defer ; ence to opinions that we are bound to respect. I do not think that the provisions of the bill will ever be applicable to companies established on the principle of mutual insurance, which are not joint-stock companies at all, but I am con vinced-they might be applied with advantage to other kinds of insurance companies. We have omitted them, however. in deference to the opinion of a select committee of this house, which sat on the subject some years ago, and which declared in its report that the business of insurance com panies differed so much from that of ordinary companies that it was desirable to repeal all the provisions of the Joint-Stock Companies Act, so far as they related to insurance societies, and to deal with them in a separate measure. I will now state how the company is to be formed. We abolish the present system of registration, and every company affected by the act is to sign a document which they call in America " a certificate of deposit," but which we propose to call a " memorandum of association and registration." That docu ment is to be signed by at least seven shareholders ; it is to contain the name of the proposed company ; to state the ob ject of the company ; whether it $s to be limited or unli mited; the number of shares into which it is to be divided; . and, if the company is limited, the word " limited" is to appear. That document is to b 3 filed with the registrar, and upon its being filed the company is to be entitled to registration, from which it follows that it is incorporated and possesses all the privileges of a corporation, with the right of suing and bein g sued. The next step relates to the deed of settlement. We have prepared and appended, in the schedule of the act, the bylaws of a company, which we call the " articles of association." We have taken them from the ordinary rules adopted in joint-stock companies, and have applied to them the principles of the Railway Consolidation Act. When those articles appear to be appli cable to a company, they may be adopted bodily without any expense ; but if it should turn out that those rules are not applicable to a particular company, the company will have the power of filing a document with their memorandum of association, either specifying the whole code which they have agreed upon, or enumerating such of the rules as they do not adopt, and giving those which they substitute for them. There is no compulsion, therefore, in the matter. We leave companies to form their constitutions as they please; but if the constitution provided by the act be suitable to the pro • meters, they will have the advantage of being able to adopt it without expense. Next, as to the register of shareholders. The present mode of attempting to keep a register by means of the public registrar has, as hon, gentlemen are no doubt aware, entirely failed. We propose, therefore, that the com panies shall be compelled, themselves, under penalties, to keep a register of their own shareholders, which shall be accessible to the public at reasonable hours; and that that register shall be conclusive evidence as to who is a shareholder and who is not. This will enable us to get rid of all those embarrassing questions as to what constitutes a contributory, which are fre quently found to be so perplexing in winding up cases. The clauses as to the management of the company I pass over, be cause the management we leave to the companies themselves. Having given them a pattern, the State leaves them to manage their own affairs, end has no desire to force constitutions upon these little republics. We require, however,' that a balance sheet, which shall contain certain items, shall be filed every year with the Registrar of Companies ; and, as we prescribe a form, we shall at least succeed iu obtaining an uniform sheet, so that the shareholders will be able to compare the accounts of succeeding years and to gather some informa tion from them. (Hear, hear, hear.) I now come to a new clause, which I hope may be found to be of gis at bene fit to companies in distress. It shall be lawful for share holders holding one-fifth part of the shares of any com pany to apply to the Board of Trade, at their own expense, to have the affairs of the company inspected; and the Board of Trade may, according to their discretion, appoint inspectors to investigate the affairs of the company, and to m site a re port, which report shall be the property of the persons who pay for it. This proceeding will not necessarily be attended with any publicity. It is borrowed in some degree from the New York code ; but there is this difference, that in New York the application is made to a court of justice, and there fore involves, as a matter of course, publicity and expense; whereas we propose that the application should be to the discretion of the Board of Trade, and it will not necessarily entail either the one or. the other. This is a very important provision, and it will do more, I believe, to remove the real grievances under which shareholders labour than any restric tions that could be imposed upon the formation of companies. (Hear, hear.) We propose to repeal the existing Winding-up Act, which has not worked very satisfactorily, and to replace that act by a new one. The following are the terms upon which we propose that a company may be wound up :—A company may be wound up by the Court whenever it is un able to pay its debts, or whenever such winding up shall be for the benefit of the shareholders. ' It shall be taken to be " for the benefit of the shareholders " whenever three-fourths in number of the shareholders, holding half the capital, de clare so in public meeting assembled ; whenever the cosnpany does not commence or suspends its business for the space of a whole year; whenever the shareholders are reduced in num ber to less than seven ; or whenever it is declared by the Court that it is for the interest of the shareholders, and not injarious to the public, that the company shall be wound up; and a company shall be taken to be "unable to pay its debts" whenever it neglects for three weeks to pay a debt with respect to which a notice has been served, or whenever execution has issued upon a judgment decree. The applica tion for winding up is to be by petition. Both parties wi'l • appear before the Court, (and the case will be beard and decided ; and the Court frill be empowered to order either that the company be wound s up absolutely, or that it shall be wound up unless its debts be paid within a certain time. This may appear to be a rather summary proceeding against companies, but it mast be remembered that we propose to abolish the right of suing individual members of companies, and to require that suits shall be only brought against the companies themselves. In fact we make these companies cor porations, and we endow' them with the attributes of corpo rations. This is an alteration of the law of considerable im portance, and I think that it is jnsL Med by these considera tions :—Suppose a company of large capital, it is clearly fot the interest of everybody that, if it cannot pay a debt of 50/. it should be wound up, and I think that there can bone harm in winding up a company so Summarily when we look at the analogy of the bankrupt laws." The fact of lying in prison for 21 days without paying a debt is an actor bankruptcy, and we propose that the non-payment of a debt for three weeks shall be an act of bankruptcy in the case of a company. When I aid= Is unableto pay his ca 'editors in full th ey lave a kind :, __. of joint interest in him : the failure of their absolute rights sets up relative rights and makes them a sort of quasi corpo ration ; but in the case of a company not only the creditors, but the shareholders also become a quasi corporation, and the bankruptcy principle is doubly urgent and calls doubly for ap plication. (Hear, hear.) In the case of companies, with either limited or unlimited liability, it is desirable for the general good that a credi or should be prevented from the assertion of his private rights when the whole body of creditors have an equal interest in recovering from the 'company. Under the circumstances, therefore, I apprehend it would be wise to de prive parties of the power which they now p ssess of suing individual members of the corporation, but in order to com pensate for that we ought to give them a more summary and compulsory remedy against the companies in their corporate capaeity. It is also proposed that a company should have the power of voluntarily winding-up' its affairs whenever 3-4ths in number of the shareholders, assembled at any extraordinary meeting hold for that purpose, and holding not less than one-half in the capital of the company, should pass a resolution for that purpose. And it is likewise proposed that this part of the act shall apply to all joint-stock com panies, so that there shall be one uniform law with respect to such companies, whether formed before or subsequently to this act. I understand the hon. member for Paisley, who was such a strenuous opponent of the bill of last session, has expressed a wish to know to what extent the Limited Lia bilities Act has been made available in the commercial world. I am afraid I should find it difficult to satisfy the hon. gentle man by any answer I may give him. Suppose I were to say that very few parties have taken the benefit of the act, the reply of the hon. gentleman, no doubt, would immediately be—" Yes, so I prophesied ; your wretched principle has broken down." If, on the other hand, I were to tell the hon. gentleman that a great many parties have availed themselves of the provisions of the act, he would, no doubt, with equal earnestness exclaim, " Here is the beginning of the end ; here is your splendid scheme ; hero is a vast commercial ruin !" Therefore, sir, I cannot give thehon. gentleman any sangaine h gee as to the operation of that act. But I will state to the house what has been done. The number of companies which have been provisionally registered under the Limited Liabi lities Act is 121, of which three only have failed. The corn• panics provisionally registered before the passing of the act, or which had taken steps to be registered, were in number 13, of which only one failed. The whole number of companies which have applied to be registered under the act is not less than 142 ; but the recent commercial crisis has prevented many of them from paying up their capital, and many others have been, from other causes, unable yet to carry out their objects. Having, sir, now gone through the various provi sions of the bill, I would observe that, if any hon. gentleman thinks that in this measure we have gone too far in leav ing men to their own individual will and wishes, and that we have done in the way of Government interference too little, I hope he will remember this—that, among all the Govern ments that ever .existed in the world, probably, there has never been one which erred on the side of giving too much freedom to commerce. In the glorious reign of Louis XIV., when Racine, Cerncille, Fenelon, and Bossuet flcurished and adorned the age, commercial men were so grossly ignorant of the true principles of commerce that the French Government actually prohibited the manufacture of goods except of cer tain patterns—more especially of textile fabrics ; and those things which were not made according to the prescribed form were nailed to the pabl c gallows. That ought to teach us how cautious we should be in placing confidence in, or being led by, the authority of any man apart from principle ; it ought to teach us how much those matters which we have been in the habit of regarding as sure and certain are the effects only of prejudice, and it ought to make us more an xious to do honour to the principles ou which all human transactions are founded. (Hear, hear.) When the politi cal economists say "Laissez faire," they do not mean to say " Leave all matters to blind chance ; let everything go on as it may." What they mean by laissez faire is that we aro not to interfere with human laws where other laws are so much wiser. Man, sir, with his free will, his caprices, and his errors, is as much under the rule and government of a natural law as the planet in its orbit, or as water, which always seeks its level. Those laws, planned with wonderful sagacity, have the power of correcting and of compensating errors, one extreme invariably producing another, dearness producing cheapness, and cheapie ss dearness ; and thus the great machine of society is constantly kept oscillating to its centre. These are laws not made by a House of Commons ; and before any Legislature steps in and attempts to correct them, it would be well that it should consider whether any human wi dom can with advantage interfere and devise for a complicated state of things a better code. Who could have imagined it possible that a state of society resting on the most unlimited and unfettered liberty of action, where everything may be supposed to be subject to blind free will and arbitrary discretion would tend more to the prosperity and happiness of man than the most matured decrees of senates and,of States ? These are the wonders of the-science of political economy, and we should do well to profit by the lesson which that science has taught. That lesson is comprised in the words of your committee :—" To interfere with and abridge men's liberty, and to undertake to do for them what they can do for them selves, is really lulling their vigilance to sleep and depriving them of that safeguard which Providence intended for them, and instead of acting as we ought to do, as their guides and instructors, we are helping fraudulent men to mislead and delude them. (Cheers.) The right hon. gentleman 'con cluded by moving for leave to bring in the bills. Mr. COLLIER expressed his thanks to the right hon. gen tleman for the extremely able and comprehensive speech which he had just delivered on a subject of the greatest com mercial importance. This was one of two measures in con nexion with law reform. It was a measure of a right sort, and he wished there were more of them. It was founded on an intelligent and intelligible principle ; and it carried out that principle. As far as he understood the object of the first of the two bills, it was that the man who contracted a debt should pay it and no one else. If a man sold goods to A, knowing nobody but A, then A alone should be compelled to pay the debt. But . the law, as it present existed, said that if B had furnished A with means to carry ou his business, B might receive interest on his money at a rate, however, usu rious, without incurring any liability; but if, instead of re ceiving interest, he received a portion of the profits of A, that then he (B) should be liable for A's debt. Why should this be I It was impossible to distinguish between the two modes of remuneration. And was it not far better that a man should be allowed to share in the profits, whatever they might be, than to receive from the trader a certain amount of interest, whether the profits would admit of its payment or not ? The second bill related to partnerships, and its principle affected all associations known under the denomination of joint-stock companies, such as railways, dock companies, and other enterpries, in which a large amount of ca pital was invested. Strange to say, these companies, instead of being looked upon as a great national good, had been re garded as public nuisances by our courts of law ; and although they had been recognized by the Legislature they were sub jected to many severe restrictions. The bill now introduced would put all companies on the same footing, and the great principle of the bill was that any number of persons were at liberty to associate, provided they gave notice of the terms on which their company was formed. This was a valuable principle, and he begged to renew the expression of the great satisfaction with which he had heard this comprehensive mea sure propounded by the right hon. gentleman. Mr. MALINS observed that the subjects which had been suggested by the right lion. gentleman were of the highest importance as affecting the commercial well-being of the whole community. The bill passed last year was so erroneous in its construction, so fraught with restrictions, that he rejoiced ex ceedingly to find that the right hon. gentleman had taken the earliest opportunity of repealing it. The right hon. gentle man appeared to have arrived at just principles, that men should be perfectly free as to the contracts they might choose to enter into, but it was the duty of the Legislature as far as possible to give the kreatest facilities for ascertaining what those contracts were. With the principle of the first bill propounded by the right hon. gentleman he (Mr. Mathis) en tirely concurred, believing that a proper course was taken in overruling, by Legislative enactment, the absurd decision iu " Waugh v. Carver." He rejoiced that the time had arrived when the rational principle would be adopted—that a man should only have that for which he contracted. He thought it most reasonable that facilities should he afforded for loans. The usury laws, as far as related to land had been repealed with the general concurrence of the na tion, and, having removed those restrictions as to the rate of interest, irrespective of the nature of the security, it was a proper consequence that a man should be allowed to place his money in commerce upon the same principle. With re spect to the greater measure relating tojoint-stock companies the right hon. gentleman had explained it with groat clearness and detail, and he (Mr. Malls's) would be r ady to give his best assistance to carry the general principle it embodied. As to some of the details some difference of op nion might poss bly arise, and upon two o r th ree po i n t s h e entertained considerable doubts, which he should take another opportunity of stating. Ho would just mention that, while concurringin the propriety of compelling each company to possess a register or its own shareholders which any person about, to deal with them could inspect, he could not agree with the right hon. gentleman that inch register should be accepted as conelw-ive evidence. There might be mistake, and even fraud, and, if a man's name appeared erroneously upon a register, it would be great injus tice to resider him thereby liable for the debts of the company. With regard to the great question of winding up, he would observe that since 1848, when the Winding-up Act first passed, that measure had caused more litigation and more ex pense than any other subject of discussion in the courts of law, and he might add that never had there been an act which had led to more injustice through misconception. A great por tion of the litigation had arisen from the construction placed upon the act by Lord Chancellor Cottenham overruling the decision of that distinguished judge the then Vice-Chancellor Kn'ght Bruce, who had held that the act did not apply to those abortive companies which had attempted to construct railways. The overruling of that decision led to litigation for ,ears in order to settle who were contributors, and after all the time and expense the matter was settled upon a simple paint. In the case of a company such as the mea sure of the right honourable geutleman was intended to apply to, if it were desired to wind up, and there had been a fair and just course pursued, the bill, he believed, would work admirably, removing the imperfections which at pre sent existed. He concurred fully in the principles of the bill which abolished the right of suing individual mem bers of companies, and that, when a company was un ab'e to meet its engagements, or delayed discharging its lia bilities when called upon, that,should be taken as evidence of Its being unfit to continue in operation, and should render it liable to be wound up. He presumed it was the intention of the right hon. gentleman to refer such cases to the court which had now the conduct of them, and that their accounts of the assets of the company and its liabilities should betakenan d the f t orm e hd i wasrateablyer calculated t distributedo produce among the creditors. He believed the if the rinciple were carried out to the extengti confer the greatest hon. gentleman proposed to do, he would e fetters boon on the commercial community by removing l t li h ible and which bound it and rendering its future course intelligible to upon details, safe. He would not dwell longer at that moment P n of the right but, repeating his concurrence with the objecthe would feel great Vice-Presidentattain attaining that hen. gentleman, he Could only add that .w ea h t ie g h ee tti l e i e eg u ht , pleasure objLe aetrd. G i o n D o E ll R 'ecin e g il h b i e s g le ge es d t h e anks for the measures of the Board of Trade his b • s ei t :of course his opinion upon which he had proposed, rese rvin,, h l' d i regrettedtYfor the existiog Joint-Mock Liability Act was based upon views, however, were now entirely Companies Act. His entertained thatobjection. The confining changed, and he no shoulddet a is ei un r i t v i l e .11 Last bettor ye a t o . h p p o o h r a t to as o si ff7to ce th ei e s l p i t r y e s t e o n o l i a n , t v ? t a o n e l a c companies was, the reedit hon. gentleman proposed to re that imperfection e p e e r o le e l- M i n t e o d f ri t a h b e i consolidating into one statute, as now proposed, the by move. A. complete reform would, in his opinion, be effected liability and b joint-stock companies, and onfounded with the tin confining the ad t v h a e nt i a m g k m ing legislation which led to the repeal of an act in the in a nother and very different form. (Elear, hear.) Last very next session after it was passed, and to its enactment session he proposed an amendment to the Limited Lia bility Bill, that there should be no limit to the shares of lawssuch of com p a nies; he was then opposed by the Government, but he was glad to find they had now adopted his view. Without pledging himself to the whole measure, he f e lt f m li et te ur d e bound to give it his most cordial support, believing that, when passed, it would be a worthy monument of the tom. I 1 AIirIiATISIMENT.I Stony AND HEARING. SPECTACLES POWERFUL TELESCOPES, OPERA, RACE AND PERSPECTIVE GLASSES Messrs. S, and B. Solomons, opticians, 39, Albemarle street, Piccadilly. Observe opposite the York Hotel. By kir Majesty's Roj al Letters Patent for valuable and extraordinary improvements in the most powerful and brilliant Telescopes, Camp, Racecourse, Opera, and Per spective Glasses, to know the distances of objects viewed through theta—of great importance to the army, navy, and others. These telescopes possess such extra ordinary powers that some three and a-half inches, with an extra eyt, piece, will show distinctly Jupiter's moons. Saturn's ring, and the double stars ; with the same teieszope can be seen a person's countenance three miles and a half distant and an object from 16 yo2o miles. They are of larger an d ai., sizes, with increasing powers accordingly ; while thetihravnaje ing rom 4 to 6 inches enable us to discover more Royalh above, and the Georgian, with his 6 &c. — Thesatellites, e t d very small Exhibition, 1851.—Vainable, powerful waistcoat-pocket d ista nt ; they answer a person can be seen and knorin 1 i mile s and at the opera house every purpose on the race-cool - se. seen at 8 to 10 miles. country scenery, and ships are clearly deer-stalking, yachting, to They are invaluable for shootkineeig, ens, and ourists. Opera, sportsmen, gentlemen, g,anio p perspective glasses, with wonderfu• t 0 the w r,d i i s cr e effectsoiv. e e u r: race-course, camp, and gla a a , theowsi!Yzei newly-inve n te d , walnut, by whiel al ble advantage derived eat transparent •po • that vision becoming impaired is from this invention is, • Vibrator, t e o rf xa l rp a s a s s i s e a t a n a n n e c x y e .-. belled, and very aged persons are preserved and strengthened, sight at the most minute occu pation to employ t with these lenses of a, much less magnify 'ration- ca n see not • ' • th s frequent d they do regime t.change , Pewor. Newly-constructed Lenses of the great.lug power—an . fi —The t ll °hle o .gar th n e Pi rs el7 , 7l Deafness—. o Powerful, small, newly-invented instrument for ex traordinary that has , been, or probably ever lan be, deafness, entirely of the same colour as the skin, is not per ceptible ; it enables deaf persons to hear distinetly at church and public assemblies ; the unpleasant sensation of sits \ ging no ises in the ears is entirely removed; and it affords all' the assistance that possibly could be desired.-39, Albemarle - street, Piccadilly. Ohserve—opposite the York Hotel. [ADVERTISEMENT.}—..A.most interesting recovery from a vast 1 of medicine, these by 33 D y n ears ßa complication of diseases, such as indigestion (dyspepsia), flatulency, constipation, nervous, bilious, and liver com plaints, _ cough, asthma, consumption, and debility , th ; l o n d g ue o e f d. the ß k e i i nna g Reva leata Arabica Food, is recorded in the following let ter :—Cure Ithehavaied suffered :—Cure 52,422.—" Bridgehouse, Frimley, 3d April, from diseased lungs, spitting of blood, liver derangement, Barry's ry continually deafness, singing in the ears . , constipation, debility, shortness of breath, and cough, and during that period taken so much medicine that I can safely say I have laid out upwards of a thousand pounds at the chemists and doctors. Indeed. I was in utter despair, and never expected to get over it, when I was fortunate enough to become acquainted with your neva lenta Arabica, which, Heaven bo praised, restored me to a state of health which I long since despaired of attaining. My lungs, liver, stomach, head, and ears are all right, my hear. ing perfect, and my recovery is a marvel to all my acquaint ances. I am, respectfully, Jesus ROBERTS, wood-merchant. — In canisters, 51bs. lls. ; /21bs., 225. The 1 21 bs. carriage free, on receipt of post-office order. Barry dn. Barry and Co., 77, Regent-street, London ; Fortnum, Mason, and Co., Purveyors to her Majesty, Piccadilly ; also at 60, Grace church-street; 33J and 451 St ra nd; 4, Cheapside ; 65 , Cornhill ; 49, Bi s h e psgate-street ; 55, Charing-sress ; 54, Upper Baker -street ; 63 and 150, Oxford-street. [A DVE RTISEMEN T.] —Holloway's Ointment and Pills certain remedies for Sore Legs.—Mr. Johnson, chemist, of Great Howard -street, Liverpool, informed Professor Holloway, th a t M rs . J a ckson, residing near his esta blishment, had suffered many years from an ulcerated leg, during which time she was applying remedy after remedy without any permanent benefit ; consequently, as a last resource, he.recommencled her to try Hollo way's ointment and pills, and these medicines have been the means of effecting - a complete cure, to the great satis faction of herself and others who had considered her leg as incurable. Sold by all medicine vendors through out the world ; at Professor Holloway's Establishments, 244, Strand, London, and 80, Maiden-lane, New York; by A. Stamps, Constantinople; A. Cluidior t BmYrna;, and E. Mir, Malta. I! ~ ~,. Y I ~~^ Country Markets, LIVERPOOL-FEB. 1. A Rmall attendance to-day, and an indifference' towards business. A decline in price from Tuesday last was gene rally considered right to be quoted, namely, about 3d per bushel on wheat, Is to is 6d per barrel and sack on flour, le to 2s per qr. on beans and Indian corn, 2d per bushel on oats. 3d per bushel on barley, and is to 2s per load on oat meal. WAKEFIELD--FEn. 1. The arrivals of wheat were good, but the market was very quiet, and the business done was at a decline of 33 to 4s per qr. from last week's rates for choice parcels, and 4s to 5s for other sorts. Barley dull, at is per qr. lower ; beaus is per qr., oats d per stone, and shelling is per load lower. EXETER—FEB. 1. CORN.—In our market wheat may be quoted from Ss 6d to 93 Od. Malting barley, 4s 6d to is 3d ; grinding do., On Od. to Os Od. Oats, 3s 3d to 3s 6d. Beans, Os Od to 01 Od. Peas, ON Od to 00s Od. FLOUR. —Fine, 52s Od to 54s Od; seconds, 50s Od to 52s • :d per sack. CATTLR.—Prime beef, 10s Od per score ; cows and calves 111. to —s; butchers' calves, 6d to 7d per lb., rearing calves --s to —s each.. Sheep, 50 to 60. Lambs, —d to Od per lb. Store hogs, large size, 503 to 60s each ; 28s -to :31s ; small, 16s to 20s. Rough fat, 4id per lb. Pork carcases from 9s 9d to lOs Od per score. BRISTOL SUGAR-JAN. 25. A rather improved demand manifested itself up to the' close of last week, and there was certainly more inquiry both from the refiners and grocers than hid been for many weeks previously, imp or t ers h owever h av i ng d ec lined to meet the buyers on the terms offered by the latter, the in quiry has again subsided, and we close quite as flatly es we have been at all. Refiners' produce still far from brisk. Rum extremely (lull, and prices again lower ; proof Lee' wards, 2s id per gallon. ET.—FEB. 1. the elome of the market. Wallsend, ite. R. a. Hedley 16 3 Eden Main 17 0 'Bradclyll l7 „ 6 Frainwellgato l7 u 'Haswell 18 6 Eletton lB u Larubton lB 0 North Iletton 17 6 Plummer l6 6 „ Richmund l6 ° Russell's Eletton 17 ° South Hetton 18 0 Stewart's IS 6 Cassop . 17 3 Hartlepool lB 0 6 Heugh Hall 17 0 H e llos 18 ices lB 6 Evenwood l7 0 Dorwoatwater Hartley .17 v 1 I Sold 'GE.-YESTERDAY• tlibra:tar ............ •• • Leghorn ..• 3'; 17/ Genoa ........ ........ '45 tO Milan ..•• •• •• •• •• •• ' Venice Naples .• •• .......• •• • I% Palermo .... 1 51eqsina ..- 1 fist, . ••" • ' Oporto ................ 5 3 % Rio Janeiro ..... .•••• •• -- Buenos Ayres.... •• •• •• -- .•,L New York,6o days' sight 407, Philadelphia .... ...... eaicaa OF SOLI ICN, rya 0z.,, Foreign Gold in Bars £ 0 0 u Portugal Gold Ccin .• 0 0 Mexican Dollars .... 0 0 0 New Dollars • 0 0 2 Silver in bars ...... 0 0 u SEABORNE MAILS. (N aignifles that the malls aro sent from the General Post-000 By the night—and M by the morning—despatch.) 0017NTRIE*, Day where rva !:• in General Post- Office, London.. Fro., Ai a Pori diin Dispactat En, ann. Liverpool IJan• 31 Every Friday .. America(byr.rit.pack)N A.moricP. (by United Ste. packet) .. ..N lmerica (by LT States packet) ........ •tustralia (via South ampton) ..M 'Alto (via Marseilles) riftto (via Cape of Ooecl Hops) ............N 4..frica (West Coast) .. s33cl of the month N, B , ` ) ,_ 24 , & 30 of n 11 Fob. ILlverpoo: 9 IFeb. iSoutham , 4 I Southamplo) Dover • • Plymouta Dover .... Southampton Soatham p tor Dover Southamp'oi Snuthamr,ton ilrariOus port 20th of mon. i3ahamits At 17t.12 of the month ......... „N , Daily of the month.. Guenos Ayres of the month.. Cape of Good Hope .. N Cape of Good Hope • - Jape do Verde N 1 9th of On month Ceylon (see India) Ceylon 19cuthamptor Chr.naz.l Isles r . TN 'Mon „Wed ~ &Fri M 21 & 17th of moral China . Once a month.... Constantinople ,8,13,18,23,&!/8 of Censtantinaple 4th & 20th of mon. Cont. of Europe M 'Twieo daily „ Egypt (see India) France ........ M N : Twice daily._ gileraltar m 4,7, 17, !:0, 27, f G reec e India) Greytown 2rid ac 17th of mon. aamburgh FridaY aavaunab ...........M Ind of the montl aelland ~m Daily.... •....... Southamptoi Southampto, iDnver 'fbuth4mpton !Dover .... ;Dove:: douthampto' 180u-hamptob London ..... E3outharuptor, (Dover ....... iouthanmto! , Plymouth •• illover Honduras 1 the month. India (viaSouthampt..)mj•lth 20th of moo. India (via Marsoillea)iv ,9th&4sth of month lonian lees (sae Inlia)l 7 , 17, ec 27 of mon Ireland .., •• •• & NlTNvial dailY • . .... Lisbon N 17, 9, 17, & 27 of m • 3jl9th ot the month ti 123 d of month .... Ma.deira • ... •• Malta (seo India) Malta .....• Mauritius (see India) Mauritius •• •••• •• • II (Woo •• •• •• •• •• •• Naples • • • • •• ~ • • • • •• N New Granada •• .• ..N New Ze51and.......... Papal States •• •• •• .• IQ Peninsula ..........N Pere •• •• •• ••N Port Natal Sicily 2* •• •• •• •• •• ..N Tuscany •• •• •• •••• N Venezuela Van Diemen's Land (se, Australia) •• •• • • Wait Endirs • • —IV I Sonthampto, Southampton Liverpool ... 18,18, & 28 of mor Dover 14th of the month 2nd of the month— htb 15th25thof Mon. 2(1 & 17th of montl , By private 6 , ip 'ithlsth2sthofmon. Ith l 7th27thormon. tk. 27th of mon. ay privette thl s th2stholmon,l ithlsl.ll2stholmon.l I2d& 17th ofmonthl F.toathampton (Dover 'Southampton Various port' Dover .....• 'Southampton! Aonthaniptnn IVarious ports IDover I Dover ISouthamptonl !4ci& 17th ol rnontt, I Bouthatriptonl Itineertiti Feb. 6 bail? Feb 1f Feb 0 lUnce Asir !Feb . 115 I Tu.Tb.Fat 'Feb. 4 I T le cedelf !Twtoedrili 'Fob. t. ligsrotino '4 Si 20 010 ITwlee d6ll7 Feb. 1 5 1 4 & 2° In 'Feb. I Unapt .° ll' .1/110Ortita, i 8061110 1 Er 1 6 In°l/ When any of these dates fall on a Sunday, the malts will re de spatched on the following day, with the exception of the In till ( 1 1 gonthamptor.), and the Malta, both of which will h e d capa t c hcd tb` preceding day. The The Spir !lop e 4 ornai liotkeytc: Orand "right, BHARE MARKETS. LIVERPOOL, FEB. 1. STOCK EXCHANGE.—The tone of the market has been very active to-day, and prices closed at their best point. Caledonian, 28—Eastern Counties, 9/. 6s. 3d.--Great Western, 58— Edinburgh, Perth, and Dundee, 64--- -Manchester, Sheffield, and Lincoln, 2531—Ditto, 67. new 6 per cent., p. x d.—Dutch Rhenish, d.—Ditto, new, 2A 3s. Ifd. n.—Great Western of Cana la, 254—Ditto, new, 3A p.—Midlands. 694. $ s—South Eastern, Igs Its. 3d. —London a❑d North Westerns, MI 100—Lancashire and Yorkshire, 81 HANCRESTER. FEB. 1. STOCK EXCHANGE.—Tho market to-day has been doing a steady business, and prices closed nearly one per cent. higher. Dovers, 183—Leeds, 81.,—Great Northern A, 9i 1 —l6—Midlands ' 70 —London 'a n d N or th W es terns, 100 Manchester, Sheffield, an d Li nco l n , 2 4 - Ditto, Prof., 13, 3 cum all—Caledonian, Westerns , 584—Eastern Counties, 94—Great Northern, 234—Kendal and Windermere, 94 cum div. BIRMINGHAM, FEB. 1. STOCK EXCIIANGE.—The tone of the market was vorl moderate to day, but the prices were firm. Great Wes terns closed at 574 to 58+—North teords closed at 71 to.R dig. ex d—South Staffords, at 21 dis.—Birmingham and Staffordshire Gas, now, Ngere done at 4 pm. BIRTHS. Or A SON. On the 31st ult., at 11, St. James's-gardens, Haverstoak• hill, the wife of Charles Parker Ayling, Esq. On the 31st ult., at Brighton, the wife of Colonel KerneY o Tynte, M.P. OF A DM:MITTEL On tho Ist inst., in Acacia-road, St. John's-wood, Mrs- Edward Fntvoye. On the 31st ult., the lady of Wm. Charles Humphryo, Esq., of Bursledon, Southampton. MARRIED. On the 31st ult., at St. John's, Hampstead, Mr. Henry Creed, of Conduit-street, Bond-street, to Mary Ann, the youngest daughter of Mr. Southey, of High-st ree t, H a rnP" stead. _ _ On the 31st ult., at St. Paul's, Kersall Moor, the Rev. Frederick C. Fisher, son of P. H. Fisher, Esq., the Castle, near Stroud, to Rcsarnond Adelin, daughter of W. L. Clowes, Esq., Broughton Old Hall, Lancashire, late Lieut.- Col. 3d Light Dragoons. DIED On the Ist inst., at 4, Harley-place, Henry Pearson, Esq., of the Middle Temple, barriste r - a t-l aw , age d 47. On the 30th ult., at aidstone, Charles Scadamore, Esq., aged 40. On the 31st ult., Isaac Eiger, Esq., of Bedford. On the 31st ult., at Henley-on-Thames, Edward Bevan Cooper, late of Accra, West Coast of Africa, aged 31. On the 31st ult., at PLyford Hall, Suffolk, Catherine Clarkson, widow of the late Thomas Clarkson, Esq., aged 81. On the 31st ult., at Newton-road, Bayswater, the wife of Mr. Henry Av , ling. On the 30th nit , in Maddox-street, Hanover-square, Washington Cali., Esq., Commander R.N., aged 59. On the 30th ult., Elizabeth Sophia, wife of Francis Walton, Esq. of Blackheath. On the 27th ult., at New Lodge, Hawkhurst, Kent, John Cobb, Esq., aged 86. LONDON : Printed and Published by MURDO YOUNG, of No. 112, Strand, Printer, at The Sun Office, No. 112 , Strand, in the Precinct of the Savoy, tin county el Middlesex, Foingary 2.18_56. COAL MARK Prices of Coal per ton at s. d. gate's West Hartley 1,4 6 3tuidlo W. Hartley l7 Byass's West Hartley l7 9 DiLViSOII'S West Hartley 18 `,' Hosting's Hartley lB 0' [-Tolywell . l7 0 Howard's West Hartley Netherton 18 0 1 Longridge'3 Wet Hartley 17 .q Low Bitchburu lii 0i North Percy Hartley l5 6 Tanfield Moor l5 6 Walker Primroße . 15 3 West Riding Hartley l6 3 Grey's West Hartley 0 Willington Hartley l5 Wylam 16 0' Wallsend, &c. Acorn Close l7 0 Harvey Wylam 15 6 1 Heaton Ships at market... 22 COURSE OF EXC Amsterdam 11 17}4 Ditto, three months .. 12 0 Rotterdam ............ 12 0 Antwerp ........ 25 55 Brussels .............. 25 55 Ramburgh ............ 13 10 Altoua •••• •• •• •• •••••• Paris• ..... 25 3/ Ditto, three months .. 25 72% Marseilles ..... .. 25 72%, ilourdeaux .. • • ........ Frankfurt-on Maine •• .. 120 ! Berlin Vienna •• • • .• ••• 4 •• •• •• 10 55 Trieste •• • • F. g• •• •• •• •• 10 51 Petersburg ............ Madrid .... 49% ilareelona ............ leviilo ................ ►H Lc Ind helm ?eb ru&r Wlll Put n almeral L( %meeting Wine, Car &c Ptnioni for notes a Catal og 'Ltd. CATS Ch It the elm boor For , a PpliCattoi z Stabliah( TR] 11 le Box The R 'rate boat t z tra); 7zem, 24 48 .&i ; kORNI 'its J trtar ygrh Induct Pisod Phical Parabn Mocha,' Weal, ] rie,ai, !logic& *hakes GE which tansy, Which and pe, II XY DI ,' the s e mtendenc hates, NI The x, l'enies, Lo b. luse. executed doe®, Overeat; Tel, Ir. L. val lted an 1 1111 4 ilud ! l e. and nitandenc 1 : 1 1 t o t:I c e li J or l i l ip aC li c ltYwin t iniPty , -at awl. t 4,„_istin 'll7 Lin o ccasi o 1, na :ors.: 44 ,rs. l - ..ey hi " Then And *lth dim t i l r oung °l Thed 1 .6 40 ; I V %/1) ' „ agg J The ui ;lea Star ° l l.lr°un i k il l. Sly 1. • Pack „.:34131, 81 eon s r itUt and p lit t! 4 h. Y iti Young 5...4 aini ) ILAcx Robb Cla b ooblest barf ; c u 4411 Nose Ilaatevrel D Aside a uinkey On g m Orrinawai Clodhopi 1111 ZPkii Tlie np t ` f °4 atru to seiooth-- qaencen treat /\ill of al seeki ng The Try, Pam , 'ardeta T remble P er i od. Feat CZ Fugitiv Six pe Rui ,Ban s te , kr. Cet kventli titing.,, The Twi The e Tw, Tw Tho Tw The Tw A s mutt er( boift i 'Wrest— " Whal - -now lilt 1 tegular tankrt tegular A wee ('ax} Bu m _ Live-1 l'rinci 1 .---Arri SCENT The m tion Patail3 shiona "Drat World lOdgir lEs on t to Bed others,Chor- "`l. ~i63: not] " Dre JUs A " To 1 The Thick th e L them the w Fire! or the (Awe Scott'hill Xve r n s ' Gtent Bottle fo r p a i l‘rous 80 , PO utkee A Pi, spas E gets 'Oen ( Sy s t e than Pla4 !` LA.