试论英国早期股份公司的有限责任制问题

An Inquiry into Limited Liability of Early English Joint Stock Companies

学术界对英国早期股份公司是否具备有限责任制的特征具有不同的观点。连带责任应是早期股份公司的一般原则,连带责任通过实施征收和代位清偿两种方式实现。其中公司的征收权在各公司成立的特许状中有所规定。但在普遍性之外,在司法判例中出现了股份公司从法理上可以拥有有限责任的先例;另外有四个股份公司通过议会制定法的方式获得了有限责任的特权,这是英国股份公司有限责任的开端。

Researchers disagree with each other over the question whether the early English joint stock companies had limited liability or not. This article argues that joint liability was a general principle for all early joint stock companies in England, according to which joint liability is realized by leviation or subrogation. Leviation is prescribed in the charters of the companies. On the other side, the principle of limited liability had been established in nomology by judicatory cases. Four other companies obtained their limited liability by legislation. These were the beginning of the limited liability of English joint stock companies.