" (6) Nothing in this Section shall apply to a private company, or to a company registered before the first day of January nineteen hundred and one, or to a company registered before the first day of July nineteen hundred and eight which does not issue a prospectus inviting the public to subscribe for its shares." The difference between a company and an ordinary partnership was defined by James, L. J., in Smith v. _4;iderson (1880, 15 Ch. D. 247), as follows:—" An ordinary partnership is a partnership composed of definite individuals, bound together by contract between them selves to continue for some joint object, either during pleasure or during a limited time, but the partnership is essentially com posed of the persons originally entering into the contract with one another. A company or association, which I take really to be synonymous terms, is an arrangement by which parties intend to have a partnership, which would be constantly changing ; that is to say, to have what I may call a succes sion of partnerships, a partnership to-day consisting of certain members, but to morrow consisting of some of those members only and sonic others who have come in. Hence there will be a constant shifting of the partnership, a determination of the old, and the creation of a new partnership, formed with a view and always formed with the intent, so far as the members can by agreement between themselves, of bind ing the next partnership to take upon itself the assets and debts of the old partner ship. This object could not be effected in point of law by any arrangement between the persons themselves, unless the persons contracting with them by a novatio author ised the change ; or, unless it was by special provisions in the Acts of Parliament which have given sanction to such arrange ments, and to a certain extent, and under certain circumstances, have allowed that to be effected. That is the sole distinction between association and partnership." In a partnership, each partner is respon sible for the debts of the firm, and one partner cannot transfer his interest, or share, without the consent of the othei partners.
In a company (that is an unincorporated company) the members are liable, like part ners, for the company's debts, but each member can transfer his share or shares without consulting the other members.
In an incorporated company, the members form one body and creditors can proceed only against the company itself. In the most important kind of joint-stock company— that is. the company limited by shares each member is liable only to the extent of the nominal amount of the shares he holds. If the company is unlimited. each member is liable to the company or the liquidator for the debts.
By Section 77 of the Companies (Con solidation) Act, 1908 : " A bill of exchange or promissory note shall be deemed to have been made, accepted, or indorsed on behalf of a company if made, accepted, or indorsed in the name of, or by or on behalf or on account of, the company by any person acting under its authority." The different matters relating to com panies are referred to under the following headings : Allotment.
Annual List of Members of Company. Arrangement with Creditors.
Articles of Association.
Auditors.
Banking Company. Blank Transfer. Borrowing Powers. Certificate.
Certificate of Incorporation.
Certificate of Registration.
Charitable Companies. Colonial Register. Committee of Inspection.
Company limited by Guarantee. Company limited by Shares.
Company outside the United Kingdom. Company unlimited.
Contracts.
Contributories.
Court, Powers of, in winding up. Debenture.
Defunct Company. Directors.
Dividend.
Fees payable to Registrar of Companies. Floating Charge.
Forged Transfer. Founders' Shares.
Investigation of Company's Affairs. Letter of Allotment.
Limited Partnership. Liquidator.
Loan Capital.
Meetings.
Memorandum of Association.
Name of Company. Official Receiver.
official Seal for use Abroad.
Private Company. Prospectus.
Proxy.
Public Company. Quorum.
Receiver.
Reconstruction.
Reduction of Share Capital Register of Members of Company. Register of Mortgages.
Registered Office. Registrar of Companies.
Registration of Mortgages and Charges. Reserve Liability.
Resolutions.
Scrip.
Seal.
Share Capital.
Share Warrant.
Special Settlement.
Stannaries.
Stock.
Table A.
Transfer of Shares.
Transmission of Shares.
Underwriting.
Votes.
Winding up.
Winding up by the Court.
Winding up Subject to Supervision of the Court.
Winding up Unregistered Companies. Winding up Voluntarily.