HH.—: Company and Partnership Law (p. 904)

Partnership en commandite, as it is called abroad, is now allowed in the United Kingdom by the Limited Partnerships Act of 1907. This Act makes it possible to create a “limited partnership, wherein one or more persons, called general partners... shall be liable for all debts and obligations of the firm,” and “one or more persons, to be called limited partners, who shall at the time of entering into such partnership contribute thereto a sum as capital... shall not be liable for the obligations of the firm beyond the amount so contributed.” A limited partner must not take part in the management of the business.

The most important development since Mill wrote, however, has been the growth in commercial practice of what came to be known in business language as “private companies,” though organised under the general company law. This form has been increasingly adopted by businesses which wished to combine the advantages of Limited Liability with the advantage of unity and privacy of management belonging to the sole trader or old-fashioned firm. The legality of such arrangements, which were certainly not contemplated by the legislature when it introduced Limited Liability, was finally settled by the decision of the House of Lords in 1896 in the case of Broderip v. Salamon. See hereon Palmer, Private Companies and Syndicates. The conception of a “private company” was finally recognised and defined by the Companies Act of 1907. According to this Act a private company “means a company which by its articles (a) restricts the right to transfer its shares; and (b) limits the number of its members (exclusive of persons who are in the employment of the company) to fifty; and (c) prohibits any invitation to the public to subscribe for shares or debentures.” For the formation of such a company, instead of the seven members formerly required by the Companies Acts, two members will now suffice.