Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/57

CHAP. IV.] individuals, the other from the sovereignty of the state. The two are alike, but not the same. More or less, they crowd upon and overlap each other, but without losing their identity, and so, while we cannot say that the joint-stock company is a corporation, we can say, as we did say in Van Aernam v. Bleistein, (102 N". Y. 360), that a joint-stock company is a partnership with some of the powers of a corporation.'

§ 58. Limited partnerships afford another illustration of the difficulty of saying what constitutes a corporation. Such a partnership exists where one or more of the partners are liable individually for the firm debts, and one or more, provided the requirements of the statute are complied with, incur no personal liability for such debts beyond the amount contributed by them to the capital of the firm. Thus in limited partnerships exists a liability restricted to certain funds, as is the case with most corporations. There are, moreover, corporations in which there is no restricted liability; and so a limited partnership, which is not called a corporation, possesses an ordinary corporate attribute which some corporations lack.