The Northern Daily Times.
Liverpool, Merseyside, England, 1856-02-06 00:00:00

f past legislation on those who

still inhabit those eirenmscribed localiti(

where

the Crown and Parliament have rivalled each other

in the commission o

Mr. HORSFALL came gallantly to the rescue of
the Town Council; but he only ventured to speak

of our sanitary regulations and the great prosperity
which Liverpool has attained, nothwithstanding
Town Dues, Dock Charges, Sanitary, and the host of

other rates his townsmen have to pay. Our worthy
representative was, something like ourselves,
overpowered by the voluminousness of Mr. LowE's
introductory remarks. He might, however, have
contended that the abolition of the Town Dues, as
proposed in the new bill, would be one of the

grossest pieces of injustice ever perpetrated
on a community who have not been parties to a
system which Parliament have sanctioned " for
ages, and now only reprobate to conciliate the
Manchester interest, and to lull a popular
clamour which has for its object a far different
and wider measure of Corporate Reform. Finally,
our space will only allow us to add that Mr. LowE
has talent enough to be as dangerous to a popular
cause as intellect is ornamental in the Senate;
and as such legislators are worth watching we
shall not fail to bestow marked attention on his
four and five newspaper column orations, and to
note how far the application of the laws he brings
forward will tally with the lofty and liberal
inspirations which embellish his loquacity.

MR. LOWE'S speech, which he delivered in the
House of Commons on Friday, on the law of part-
nership, is one of the most luminous productions
we have ever read, and cannot fail to lead the
people of this country to point to that right hon.
member as one of the ablest men of our time. For
practical knowledge, profound thought, clear rea-
soning, and boldness and soundness of principle, it,
would be difficult to find its equal in the Parlia-
mentary annals of this country ; and we hail the
appearance of such talent in the Legislature, as a
timely earnest of the maintenance of the greatness
and glory of our commerce and civil rights. The sub.
ject on which Mr. LOWE spoke, is one which interests
every individual in the community. There is
scarcely a man—not a pauper within the walls of
a poor-house—who is not a member of an
association of some kind, from which he seeks
benefit or profit, and who would not join other
companies of a provident or remunerative kind, if
the law did not interfere with his doing so, and he
could risk a trifle of his earnings to carry it on

without endangering all the substance he possesses

on earth. For the poor man, the combination of

money, intelligence, and energy, is peculiarly
necessary and advantageous. As lie cannot afford
to risk much, it follows, as a natural consequence,
that he cannot be a heavy loser, whereas he may
be a large gainer, as the success of the innumerable

companies now in existence amply testifies.
With the wealthier classes whose united means

and intelligence have led to such a vast develop-
ment of the mineral, manufacturing, and other
productive resources of the country, it is infinitely

more necessary and advantageous, in a national
point of view. Their combination has made Eng-
land what she is in arts, science, and manufactures.
And yet, with this source of national greatness, the
Legislature have been incessantly tinkering and
endeavouring, by law, to curb the free action of
enterprise in a vain hope of steering clear of rocks
and shoals which are, for the most part, imaginary.
The Law of Partnership and our Joint Stock
Company Acts were framed to enforce the pay-
ment of debts, no matter whether contracted
fraudulently or not, by one of a firm upon his
innocent partner, and to make shareholders liable
to their last sixpence, for debts contracted by the
directors of a concern in which they never engaged
to pay more than the amount for which they
subscribed. This system was unjust and mani-
festly oppressive ; and, if it had not been that the
public have nobly braved these dangers, and
openly disdained the law, we might have
been to this day without a railway, a canal.
a mercantile steam fleet, an
linsuranee com-
pany, or a Joint Stock Bank.ve
might have
remained as we were in the time of
E)iIGE
when Mr. LOWE tells us the formation of
ppublic
übl"
companies and commercial associations was strictly
prohibited by Parliament. It was not until 184
that this prohibition was abolished, and it was not
until the first of VICTORIA, and again in 1844, that
the Legislature attempted to interfere wiih Joint
Stock Companies. In the latter year, however, the
Joint Stock Companies' Act was passed. Next
came the Joint Stock Companies' Amendment, and
lastly, the Winding Up, and the Limited Liability,
Acts. The first three were identical in principle,
and uniformly abortive in practice. They
neither checked the formation of companies, as
witnessed in 1845, and up to the present day, nor
did they guard the shareholder against fraud, nor
the public against the consequences of mismanage-
ment, in the direction of concerns of the greatest
magnitude and utility.

The Limited Liability Act of last year recognised
all the glaring defects of the pre-existing laws of
partnership, registration and promotion of Joint
Stock Companies, and merely gave the public the
power of forming companies with limited liability
under conditions, which, although not as arbitrary
as those relating to unlimited liability concerns,
were by far too restrictive to lead to its general
adoption. It was, therefore, a failure, and
it is flow proposed to repeal all these Acts, to
and to
abolish the present system of registration,
give us an entirely new Joint Stock
Companies Act with limited liability, and a new
Winding Up Act. Of the first of these measures
we will allow `Zr. LOWE to speak
The new bill has a double principle—compulsory and
permissive. The compulsory clauses provide that all part-
nerships consisting of more than 20 members, and estab.
lished for gain or profit, shall be incorporated for the benefit
of the public, and in order that any legal proceedings in
whi"h they may be engaged may not be unnecessarily
delayed. By the second part of the bill all partnerships or
associations consisting of more than six, and less than

20 members, having gain and profit for their object, as well
as all associations whatever, whether established for educa-
tion, religious, or any other legal purposes, if they consist
of more than six members, are permitted to avail them-
selves of the benefits of the act. There are two classes of
companies omitted from the bill, I say so with regret, but
it has been done in adherence to the principle on which the
measure has been framed—to confine ourselves to the
amendment of the Joint-Stock Companies Act, and to the
application of limited liability to large and small partner-

ships in the most efficient manner, without interfering in
difficult questions such as those connected with banks.
Banking companies have an act of their own, and therefore
we do not propose to incltne them in the present bill,
though, individually, I should have wished to apply the
same law to all companies. The second exception, which
I also regret, relates to insurance companies, which have
bean omitted in deference to opinions that we are bound to
t I respect."

With regard to registration, every company
rected by the Act is to sign a document, to be

a " memorandum of association and regis-
n." This document is to be signed by at

least seven shareholders; it is to contain the name
of the proposed company ; to state the object of
the company; whether it is to be limited or
unlimited ; 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 be filed with the registrar, and upon its being
tiled the company is entitled to registration, from
which it follows, that it is incorporated and pos-
sesses all the privileges of a corporation, with the
right of suing and being sued. This will simplify
the law of debtor and creditor in such cases, while

the Winding Up Act gives the creditor the power
of winding up any company unable to pay its
debts, and the non-payment of a debt for three
weeks is to be taken as an act of bankruptcy in all
companies. This will, we are inclined to think,
be hailed as a very beneficial change by the public,
and as far as we can judge from a perusal of Mr.
LOWe3 elaborate review of the whole question we
think the new Limited Liability Bill will not
disappoint its authors, who say " its principle is
" the freedom of right of unlimited association—
" the right of people to make what contracts they
" please on behalf of themselves, whether those
" contracts 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." Why this freedom of contract and
right of unlimited association are not to be
extended to banking and insurance companies we
are at a loss to conceive. But on this branch of
the subject we will offer some remarks at an early
date, as that is the great focus of monopoly which
the public must see broken down before the Joint
Stock system of the country can be rendered safe
or remunerative.