14 BEIvGIUM - CO-OPERATION AND ASSOCIATION 



In this case, the title of the firm must of necessity include the name 

 or names of one or more of the active members ; the names of the sleeping 

 partners cannot appear. 



When there are several members unhmitedly liable, the society is 

 at once, with respect to them, one of collective title, and, with respect to 

 the sleeping partners, a society en commandite. 



The sleeping partner is only liable for the debts and losses of the societ\ 

 to the amount for which he has engaged. Yet he may be obHged to restore 

 the interest and dividends he has received, if they were not paid out of the 

 real interest of the society, in which hypothesis, if fraud, dishonesty or neg- 

 ligence is proved against the managing director, a sleeping partner may 

 prosecute him for repayment of the amount he should return. 



The sleeping partner may not, as such, perform administrative acts, 

 even by proxy. Any act, in contravention of this prohibition, renders him 

 liable towards third parties for all the obligations of the society. On the 

 other hand, the commercial opinions, ad\dce, inspection and supervision, 

 as well as the authorizations given to the managers for acts exceeding 

 the limit of their powers, create no obligation for the sleeping partner. 



In case the managing directcr dies, becomes legally incapable or is 

 otherwise prevented from acting, if it is established in the deed of constit- 

 ution that the society shall, notwithstanding, continue its existence, the 

 president of the Commercial Court, when the rules do not otherwise pro- 

 vide, may, at the request A those concerned, appoint an administrator 

 to deal with urgent business and the work of ordinary administration. 

 Any interested party may make objection to this order. The objection 

 must be notified both to the person appointed and the person asking for 

 the appointment. 



§ 4. lylMITED LIAIIILITY SOCIETIES. 



As we have said, the reform of the legal regime of the commercial so- 

 cieties, in accordance with the law of May 25th , 19 13, principally affected 

 the limited liabihty societies, which, in the country we are dealing with, 

 are of considerable importance. And, as studies are being made with 

 regard to the same reform in other countries, it seems to us advisable to 

 consider the manner in which it uas carried out in Belgium. 



1. Nature and Title of the Limited Liability Societies. — The limited 

 Uability society is characterized in the first place by the limited 

 liabihty of all the members, up to a given amount, and by the fact of the 

 names of partners not appearing in its title. It is given a special name or is, 

 designated in conformity with its object. This name or designation must 

 be different from that of any other society. 



2. Formation of the Society. — To form a limited liability society it is 

 required : (i) that there be at least seven members ; (2) that the capital be 

 entirely subscribed ; (3) that at least a fifth of each share {action) be paid 

 up in cash or by means of a sufficient contribution. The law was formerly 



