The classic capitalist firm could be either a
sole-proprietorship or a corporation with one person having dominant control
and owning 100% of the stock. In economic analysis there is little or no
difference.
Most business partnerships are sort of in
between the classic capitalist firm and the publicly-traded corporation. The
partners share both control and ownership. It need not be on an equal basis but
it is preset. Call this a general partnership,
and the partners general partners, to
distinguish it from the following.
Some partnerships have both general partners
and limited partners. A limited partnership is similar to a general partnership,
except that where a general partnership has two or more general partners,
a limited partnership has at least one general partner and at least one
limited partner.
The general partners are much like partners in a conventional/general partnership. They have management
control, share the right to use partnership property, share the profits of the
firm in preset proportions, and have joint and several liability for any
debts of the partnership. They have authority, as agents of the firm, to bind
the partnership in contracts with third parties in the ordinary course
of the partnership's business.
Like shareholders in a corporation, the
limited partners have limited liability. They have no management authority, and (unless they obligate themselves by a
separate contract such as a guaranty) are not liable for the debts of the
partnership. The limited partnership provides the limited partners a return on
their investment (similar to a dividend), the nature and extent of which is
usually defined in the partnership agreement. General partners thus bear more
economic risk than do limited partners, and in cases of financial loss, the
general partners may become personally liable.
Although a corporate shareholder's liability for the
company's actions is limited, some shareholders may still be liable for their own
acts. For example, persons who are directors and major shareholders of small
companies are often required to give personal guarantees of the company's debts
to those lending to the company. They will become liable for those debts in
the event that the company cannot pay, although the other shareholders will not
be so liable. This is known as co-signing. The same goes for general partners
and sole-proprietors.
The idea of limited liability is widely accepted and generally
acknowledged but some people are critical of it on moral grounds. They ask why
shouldn’t somebody be able to sue a firm for damages and those with limited
liability be subject to pay damages from assets not invested with said firm? In
other words, responsibility should not be limited like that. Limited liability
is far more criticized than defended. One rare defense of it is in Robert
Hessen’s Defense of the Corporation.
Hessen argues that unlimited liability should only apply to those shareholders
who play an active role in managing an enterprise or in selecting and
supervising its employees and agents. The tort liability of inactive
shareholders, likewise limited partners, should be limited to the amount
invested because they do not participate in management and control. In other
words, responsibility is aligned with control.
I believe that without
limited liability, the benefits of large-scale economic cooperation would be
greatly limited. Also, pursuit of unlimited liability when there are many, many shareholders (changing more frequent than daily for large publicly-traded companies) would likely entail prohibitive discovery costs. The extra discovery cost might easily exceed the additional collections, resulting in a net loss to the litigants compared to limited liability.