by ChrisCook
Mon May 7th, 2007 at 07:09:16 AM EST
This Diary is hatched in the ET nest of neo-Anarchists and developed from Migeru's observation that the principle that underpins all strains of Anarchism is "non-coercion".
(ie., we neo-Anarchists will just NOT be told!)
This in turn led to discussion of consensual/ two way "contrats de societe" legal protocols and imposed, one way "contrats de mandat" legal protocols.
For those unaware of this, I believe that the UK Limited Liability Partnership ("LLP") inadvertently enables an optimal - non-coercive - "Open" Corporate enterprise model to come into existence.
It's actually quite a story, and probably worth a book. (more below)
From the diaries ~ whataboutbob
This:
http://visar.csustan.edu/aaba/jersey1.htm
is very informative about the way the Jersey LLP legislation was "bought" in the mid 90's by the accountancy profession.
As is Prem Sikka's paper:
http://www.essex.ac.uk/AFM/Research/working_papers/WP04-01.pdf
John Christensen, now of the Tax Justice network, told me a couple of years ago that he resigned as Economic Adviser to the States of Jersey over the legislation.
The fact that it was "conceived in iniquity and born in sin" is maybe an irony of cosmic proportions.
The background re the French jurisprudential origins is here
http://www.jerseylegalinfo.je/publications/jerseylawreview/feb98/limited_liability_partnerships.aspx
Note firstly that
The Limited Liability Partnerships (Jersey) Law 1997 ("the Law") creates a new type of legal entity in Jersey: a partnership that is a separate legal person distinct from the partners of whom it is composed
But crucially.
but which is not a body corporate
The UK LLP, on the other hand IS a "Body Corporate". It had to be, because in England & Wales - unusually - a Partnership has no separate legal existence. So the first thing that the UK Act says, essentially, is that, despite the name "this is a Corporate, not a Partnership".
ie it is "the Corporate that Dare not Speak its Name"
The article then goes on to consider whether or not the Jersey LLP is legally a partnership.
In this context the paper refers to French "contrats de societe".
A consideration of contrats de société in this context is nevertheless valuable. The consonance of partnerships and contrats de société has been acknowledged in statute law in Jersey.
and gets to the nitty gritty, here
"Partnership is the relation which subsists between persons carrying on a business in common with a view of profit" .
Pothier defines a contrat de société as follows:
"Le Contrat de Société est un contract, par lequel deux ou plusieurs personnes mettent ou s'obligent de mettre en commun quelque chose, pour faire en commun un profit honnête, dont ils s'obligent réciproquement de se rendre compte".
Pothier sets out four characteristics that are essential to a contrat de société:
(i) that each of the parties brings or obliges itself to bring something to the arrangement;
(ii) that the arrangement is established for the common benefit of each of the parties;
(iii) that the parties propose, by the arrangement, to make a gain or profit in which each of the contracting parties can hope to have a share by virtue of what it has brought to the arrangement; and
(iv) that the business which is the object of the arrangement and for which the contracting parties entered into the arrangement should be something lawful and that the profit which they propose to withdraw should be an honest profit.
It will be seen that a [Jersey] limited liability partnership, satisfying the requirements for registration under the Law, exhibits all of the characteristics essential to a contrat de société
So the conclusion was that the Jersey LLP is a Partnership.
But a Partnership with Limited Liability.
The UK LLP on the other hand is a Corporate, not a Partnership - and does NOT have the individual "several" responsibility of one partner acting as an agent for another.
That is the crucial point which makes the UK LLP a unique synthesis of the collective and the individual.
The first ever "Open" Corporate, and as we see above, a participative and consensual beastie in its partnership/ contrat de societe origins.
The fact that we may agree with our fellows a collective responsibility but WITHOUT necessarily taking an individual responsibility is both revolutionary and evolutionary.
Anarcho-Capitalism is here!
