that a corporation never dies has no place in French law. A société anonyme may come to an end.
Germany.—In Germany the class of companies most nearly corresponding to English companies limited by shares are “share companies” (Aktiengesellschaften) and “commandite companies” with a share capital (Kommanditgesellschaften auf Aktien). Since 1892 a new form of association has come into existence known by the name of partnership with limited liability (Gesellschaften mit beschrankter Haftung), which has largely superseded the commandite company.
In forming this paid-up company certain preliminaryThe “share company.” steps have to be taken before registration:—
1. The articles must be agreed on;
2. A managing board and a board of supervision must be appointed;
3. The whole of the share capital must be allotted and 25%, at least, must be paid up in coin or legal tender notes;
4. Reports on the formation of the company must be made by certain persons; and
5. Certain documents must be filed in the registry.
In all cases where shares are issued for any consideration, not being payment in full in cash, or in which contracts for the purchase of property have been entered into, the promoters must sign a declaration in which they must state on what grounds the prices agreed to be given for such property appear to be justified. In the great majority of cases shares are issued in certificates to bearer. The amount of such a share—to bearer—must as a general rule be not less than £50, but registered shares of £10 may be issued. Balance sheets have to be published periodically.
Partnerships with limited liability may be formed by two or more members. The articles of partnership must be signed by all the members, and must contain particulars as to the amount of the capital and of the individual shares.Limited partnerships. If the liability on any shares is not to be satisfied in cash this also must be stated. The capital of a limited partnership must amount to £1000. Shares must be registered. Insolvent companies in Germany are subject to the bankruptcy law in the same manner as natural persons.
For further information see a memorandum on German companies printed in the appendix to the Report of Lord Davey’s Committee on the Amendment of Company Law, pp. 13-26.
Italy.—Commercial companies in Italy are of three kinds:—(1) General partnerships, in which the members are liable for all debts incurred; (2) companies in accomodita, in which some members are liable to an unlimited extent and others within certain limits; (3) joint stock companies, in which the liability is limited to the capital of the company and no member is liable beyond the amount of his holding. None of these companies needs authority from the government for its constitution; all that is needed is a written agreement brought before the public in the ways indicated in the code (Art. 90 et seq.). In joint stock companies the trustees (directors) must give security. They are appointed by a general meeting for a period not exceeding four years (Art. 124). The company is not constituted until the whole of its capital is subscribed, and until three-tenths of the capital at least has been actually paid up. When a company’s capital is diminished by one-third, the trustees must call the members together and consult as to what is to be done.
An ordinary meeting is held once at least every year. Shares may not be made payable “to bearer” until fully paid up (Art. 166). A company may issue debentures if this is agreed to by a certain majority (Art. 172). One-twentieth, at least, of the dividends of the company must be added to the reserve fund, until this has become equal to one-fifth of the company’s capital (Art. 182). Three or five assessors—members or non-members—keep watch over the way in which the company is carried on.
United States.—In the United States the right to create corporations is a sovereign right, and as such is exercisable by the several states of the Union. The law of private corporations must therefore be sought in some fifty collections or groups of statutory and case-made rules. These collections or groups of rules differ in many cases essentially from each other. The acts regulating business corporations generally provide that the persons proposing to form a corporation shall sign and acknowledge an instrument called the articles of association, setting forth the name of the corporation, the object for which it is to be formed, the principal place of business, the amount of its capital stock, and the number of shares into which it is to be divided, and the duration of its corporate existence. These articles are filed in the office of the secretary of state or in designated courts of record, and a certificate is then issued reciting that the provisions of the act have been complied with, and thereupon the incorporators are vested with corporate existence and the general powers incident thereto. This certificate is the charter of the corporation. The power to make bylaws is usually vested in the stockholders, but it may be conferred by the certificate on the directors. Stockholders remain liable until their subscriptions are fully paid. Nothing but money is considered payment of capital stock except where property is purchased. Directors must usually be stockholders.
The right of a state to forfeit a corporation’s charter for misuser or non-user of its franchises is an implied term of the grant of incorporation. Corporations are liable for every wrong they commit, and in such cases cannot set up by way of protection the doctrine of ultra vires.
See for authorities Commentaries on the Law of Private Corporations, by Seymour D. Thompson, LL.D., 6 vols.; Beach on Corporations, and the American Encyclopaedia of Law. (E. Ma.)
COMPARATIVE ANATOMY, a term employed to designate the study of the structure of man as compared with that of lower animals, and sometimes the study of lower animals in contra-distinction to human anatomy; the term is now falling into desuetude, and lingers practically only in the titles of books or in the designation of university chairs. The change in terminology is chiefly the result of modern conceptions of zoology. From the point of view of structure, man is one of the animals; all investigations into anatomical structure must be comparative, and in this work the subject is so treated throughout. See Anatomy and Zoology.
COMPARETTI, DOMENICO (1835– ), Italian scholar, was born at Rome on the 27th of June 1835. He studied at the university of Rome, took his degree in 1855 in natural science and mathematics, and entered his uncle’s pharmacy as assistant. His scanty leisure was, however, given to study. He learned Greek by himself, and gained facility in the modern language by conversing with the Greek students at the university. In spite of all disadvantages, he not only mastered the language, but became one of the chief classical scholars of Italy. In 1857 he published, in the Rheinisches Museum, a translation of some recently discovered fragments of Hypereides, with a dissertation on that orator. This was followed by a notice of the annalist Granius Licinianus, and one on the oration of Hypereides on the Lamian War. In 1859 he was appointed professor of Greek at Pisa on the recommendation of the duke of Sermoneta. A few years later he was called to a similar post at Florence, remaining emeritus professor at Pisa also. He subsequently took up his residence in Rome as lecturer on Greek antiquities and greatly interested himself in the Forum excavations. He was a member of the governing bodies of the academies of Milan, Venice, Naples and Turin. The list of his writings is long and varied. Of his works in classical literature, the best known are an edition of the Euxenippus of Hypereides, and monographs on Pindar and Sappho. He also edited the great inscription which contains a collection of the municipal laws of Gortyn in Crete, discovered on the site of the ancient city. In the Kalewala and the Traditional Poetry of the Finns (English translation by I. M. Anderton, 1898) he discusses the national epic of Finland and its heroic songs, with a view to solving the problem whether an epic could be composed by the interweaving of such national songs. He comes to a negative conclusion, and applies this reasoning to the Homeric problem. He treats this question again in a treatise on the so-called Peisistratean edition of Homer (La Commissione omerica di Pisistrato, 1881). His Researches concerning the Book of Sindibād have been translated