The Sun.
London, England, 1854-02-09 00:00:00

LIMITED LIABILITY PARTNERSHIPS.

THE LIVERPOOL CHAMBER OF COMMERCE.

The annual meeting of the Liverpool Chamber of
Commerce was held on Tuesday, in the chamber;
Mr. F. Shand, president, in the chair.
After a few opening remarks, the Chairman called
upon Mr. R. Tronson, the secretary, to read the report,
embracing a summary of the operations of the chamber
during the year. The following are the principal pas-
sages from the document :
CUSTOM-HOUSE SYSTEM.—As referred to in the half-
yearly report, the Consolidated Customs Act was fully
investigated by the standing committee, and upon their
recommendation the greater part of the suggestions
urged by your council on the Government was provided
for. Since the passing of the act, the Treasurer has
issued a minute ordering additional concessions as to the
forms of export entries.
COMMERCIAL LAW REFORM AND TRIBUNALS OF COST
MERLE.—This question has been in abeyance, owing to
the Parliamentary recess ; but the earliest available
opportunity will be taken for pressing it upon the Go-
vernment, either in the form of the appointment of a
Parliamentary committee, or a reference to one of the
several Royal commissions now sitting on the subject of
mercantile law.
LAW OF PARTNERSHIP.—Your Council received seve
ral copies of a series of questions on this subject, com-
piled by the Royal commis-ioners, which have been
placed in the hands of gentlemen in Liverpool for replies,
as requested by the commissioners. At the same time
it was considered a good opportunity of fulfilling their
previously expressed intention of considering this impor-
tant question ; and a special committee was, therefore,
appointed, who gave the utmost attention to the matter,
and who have presented a very full report on it, which
this council beg now to submit to the consideration of
this chamber.
The following are the main reasons urged in the spe-
cial report for an alteratic n in the law :-
1. Because the present law is not uniform in its appli-
cation. It is constantly het aside by special acts of Par-
liament, conferring limited liability on partners in cer-
tain companies ; and if, in these oases, the Legislature
is obliged to admit that there are some undertakings
which, though remunerative to the shareholders and
beneficial to the community, would never be carried on
if they involved the unlimited liability of the partners, it
is quite possible that there may be other undertaiings,
equally advantageous, the foi mation of which is now
altogether prevented, because of the uncertainty and
expense attendant on obtaining these charters of incor-
poration.

2. Because it prevents parties Rot personally engaged,
or desirous to engage, in business, from advancing a
ootfhe trradpienrg or
so
npaoprtai:loirei
of.d taking
capital,gthe
active as partners,
management
other concerns, except at the risk of involving their
whole property.
to
3. Because it restricts partners in existing con-
.cerns,' desirous of retiring from the active ma-
nagement of the business, and yet willing to
continue to the junior partners a portion of their
capital, from doing so, without exposing themselves
to a risk greater than they would think It prudent to in-
cur. The committee consider that the difficulties referred
to in this and the former paragraph, are not obviated by
the assertion that such persons might leave their capital
in a concern, on condition of receiving a certain rate of
interest ; or that young men of energy and talents will
always find employment as junior partners, or managing
clerks with fixed salaries—because, in one case, capi-
talists, or retiring.partners, would be asked to advance
their money, while deprived of all power to exercise any
control over its employment ; and in the other case it is
taken for granted that the moneyed partners are willing
either to carry on, or to continue the business in their
their own persons ; neither of which suppositions holds
good in the instances adduced.
4. Because, on the one hand, it discourages persons of
limited means from employing their savings or small
capitals in associations for their mutual advantage ; and,
on the other hand, deters persons of larger capital and
experience from forpaing partnerships with persons of this
class.

5. Because it interferes with that liberty which every
ndividual, or association of individuals, ought to have,
.o make contracts with third parties on any conditions
mutually agreed upon. If there be the absence of a
due notification of the terms on which such contracts
are made, so that third parties are kept in ignorance of
the nature of the concern, or if any fraud or evasion be
practised by the persons contracting, to the injury of
third parties, the law can be made strong enough to re-
dress such wrongs, and the offenders ought unquestion-
ably—especially in the case of fraudulent acts—to be
dealt with by criminal, as well as by bankruptcy law.
LAWS OF BANKRUPTCY AND COUNTY COURTS PRAC-
TICE.—Your council have also received similar series of
queries upon the above subjects, the former of which
have been placed in the hands of individuals for reply,
and the latter has been referred to a special committee
to consider and report.
RUSSIAN COMPANY AND SOUND DUES.—These matters
have been occupying the attention of the special com-
mittee, and your council have the satisfaction of saying
they believe their endeavours for the abolition of the
Russian Company will he crowned with success.
SHORT SUPPLY OF PERUVIAN GUANO.—The special
committee appointed "to consider the present short
supply of Peruvian guano, and the best means of re-
medying it," have given much attention to the subject,
and on their recommendation the council appointed a
deputation to wait on the President of the Bo trd of
Trade relative to it. As the result of that conference a
memorial to the Board of Trade has been prepared, and
has received the signatures of the presidents of the prin-
cipal Chambers of Commerce in the kingdom. It will
be forwarded shortly, and your council are led to believe
that her Majesty's Government will press the subject on
the Government of Peru.
VIOLATION OF TREATIES BY THE PORTUGUESE Go-
VERNMENT. —This subject has been brought before the
council in relation to a particular case of hardship,
which your directors have suggested that the chamber
should take up on the broad ground as a question
ser'ously affecting the interests of all eugaged in com•
merce with Portugal.
SURVEY CERTIFICATES.—The suggestions made by the
special committee to the Underwriters' Association as to
ships' survey certificates have been adopted by that
body ; but an opinion has been expressed by several
members of the chamber that further improvement are
required, and the committee, theref,re, continue to give
attention to the matter.
THE REDUCTION or THE DUTY ON TEA.—The aboli•
tion of the Excise duty on soap and the modification of
the stamp duties are subjects which have been advocated
by your council, and which have been concluded in the

last year's budget.
EAST INDIA COMPANY'S CHARTER.—A deputation from
your council waited on the President of the Board of
Control, in company with one from Manchester, to urge
upon Sir Charles Wood several points in regard to the
future government of India ; but it is a matter of regret
that very few of the suggestions received any attention.
"DECIMAL CURRENCY.—Your council still give atten-
tion to this question, and, at their instance, a town's
meeting was lately held on the subject, at which reso-
lutions passed expressive of a strong opinion in fa-
your petition to the House of Commons has
or
it. wereA
also been prepared, which is now in course of general
signature.
" In closing this report, the council desire to state
that they continue to receive every assistance from the
members for the borough and the southern division of
the county ; and they beg to tender their best thanks
for the valuable services rendered to the chamber by
those gentlemen.

Mr. BOUPIL moved the adoption of the repoit. He