The Association en Participation, like the Association Momentanee, does not constitute a legal entity. It is not subject to formalities, nor to the legally required publicity of other organizations. Usually operations are carried on by one or more persons, acting in their own name, to whom other individuals have afforded financial support. Those who do not participate in the management intervene for the sole purpose of sharing profits or supporting their proportion of losses.

GENERAL OBSERVATIONS

Companies Established in Foreign Countries. Commercial, industrial and financial companies established abroad can conduct operations and appear before the courts in Belgium. As soon as such concerns establish in Belgium a branch or seat of operations of any kind, the certificate of incorporation, balance sheets, and similar information called for in case of a branch of a foreign company operating in Belgium, must be appropriately registered and published.

Persons entrusted to manage an establishment in Belgium are subject to the same responsibility toward third parties as though they headed a Belgian company.

Banking Activities. It is forbidden to those exercising the function of bank of deposit, that is, those who regularly accept moneys at interest reimbursable within two years, to participage in companies of whatever nature, having for object, industrial, agricultural, or commercial operations, or to hold obligations of such companies.

Companies exercising the functions of banks or deposit must publish every month in the annexes of the official gazette, a statement of their situation in a manner laid down by official regulations.

Register of Commerce. All traders and commercial companies operating in Belgium, whether native or foreign, must be inscribed in the register of commerce at the Record Office of the Tribunal of Commerce of the residence of the party or company concerned, as soon as they have established themselves. Data to be furnished deals with nationality, main office and branches, object, date of starting operations, names of active and non-active associates, administrators, directors, managers, and similar information pertaining to operations and status.

Double Taxation. It is an established principle under Belgian fiscal procedure that there be no double taxation. Thus any revenues once assessed may be deducted for the determination of any other tax which is imposed at a given time.

In the international sphere, the Belgian Government has concluded several agreements to avoid double taxation as between different countries.

SUGGESTIONS FOR THE IMPROVEMENT

OF COMPARATIVE LAW SERIES ARE ALWAYS WELCOME

COMMERCIAL LAWS FORUM

INTER ARMAS SILENT LEGES, like most generalities, is an axiom which admits of qualifications, exceptions, and explanation. It would perhaps be more nearly correct to say not that the laws become silent, but that the application of them is sometimes suspended, in the stress of conflict. The laws themselves remain. Indeed, it is a curious phenomenon that in darkling times efforts to settle the law are redoubled, led by juridical specialists supported by the active interest of industry and agriculture.

VISIT, SEARCH, AND SEIZURE ON THE HIGH SEAS, for example, is the title of a book privately published by Joseph Lohengrin Frascona to project "a proposed convention of international law on the regulation of this belligerent right." Other instances of this phenomenon are the activities of the many committees, such as those listed in this issue, which have been intensified and highly productive in recent months. These committees welcome the written views of informed people, since their resolutions, projects and restatements, if they are to bear any relation to reality, must carry the imprint of public opinion.

IT IS WITH THIS IN MIND that the addresses of the committees are listed, in order that interested persons may communicate their thoughts or contribute factual data. The Division of Commercial Laws will be glad to receive such data on any question of comparative law, particularly such as may affect commerce and industry immediately.

THE CIVIL LAW RECEPTION OF TRUSTS, the article by Dr. Ricardo Alfaro in the January number of COMPARATIVE LAW SERIES, aroused widespread interest. Those who are inclined to go further into the subject should see in the December 1938 Tulane Law Review the study by John Minor Wisdom on A Trust Code In The Civil Law, Based On The Restatement And Uniform Acts: The Louisiana Trust Estate Act.

BRAZIL

FOREIGN LAW COMMENT

Business Regulation, Crimes Against Social Economy.

According to the Office of the American Commercial Attache, Rio de Janeiro, Decree-Law No. 869, promulgated in the Diario Official of November 21, 1938, defines crimes resulting from abuses of popular economy, price agreements, monopolies and similar business practices. Brazilian and foreign business interests are vitally concerned with the administration of the new legislation in that they fear it will restrict the expansion of commerce, especially the sale of merchandise on the installment plan. A translation of the law follows:

The President of the Republic in virtue of the powers conferred on him by Article 180 of the Constitution, decrees:

Article 1. Crimes committed against the public will be punished

in the form of this law.

Article 2. The following are considered crimes against social

economy:

1. Destroy or utilize intentionally and without legal authorization, for the purpose of causing an increase in prices in one's own interests or in the interests of third parties, raw material or products necessary for the consumption of the people.

2. Abandon or to have abandoned tilled ground or plantations; suspend or to have suspended the activity of factories or any other productive or transportation organization in return for indemnification paid to abstain from competing in these particular lines.

3. Promote or participate in combines, accords, agreements, alliances or mergers for the purpose of impeding the activities of, or creating difficulties to, competitors in material used in production, transport or commerce, in order to increase profits arbitrarily.

4. Retain or monopolize raw material, means or production, or products necessary for the consumption of the people, for the purpose of dominating the market in any part of the country and cause increases in prices.

5. Sell merchandise below cost price for the purpose of impeding the activities of competitors.

6. Provoke an increase or decrease in prices, in the value of public bonds, articles of value or salaries, by means of false news, fictitious operations, or by any other fraudulent stratagem.

7. Give false indications or make false affirmations in prospectuses or advertisements for the purpose of subscriptions, purchase or sale of bonds, shares or quotas.

8. Exercise functions on the directorate, administration or management of more than one company in the same line of business, for the purpose of impeding the activities of competitors.

9. Operate fraudulently or rashly: Banks, banking and capitalization societies; insurance companies; life insurance companies; building or real estate societies; savings banks; mutual benefit societies; aid, pension and retirement societies; cooperative societies, et cetera; causing their bankruptcy or insolvency, or failure to comply with any of the contractual clauses with loss to the interested parties.

10. Fraudulently make and compile entries, registration, reports and other documents issued for the benefit of shareholders of companies in which the capital is divided into shares or quotas of nominal value, equal to or less than one conto of reis, for the purpose of concealing profits, dividends, percentages, or to defalcate or misemploy reserve funds.

PUNISHMENT: 2 to 10 years imprisonment and fine of 10 to 50 contos.

Article 3. people:

The following are also considered crimes against the

1. Enter into agreements to impose a determined reselling price or demand that a buyer abstains from purchasing from another vendor. 2. To depart from official prices of merchandise.

3. Obtain or endeavor to obtain illicit gain to the detriment of the people or an undetermined number of persons, by fraudulent processes, such as "chains," et cetera.

4. Violate contracts of sales or installments, cheating in the drawing of lots, or failing to deliver the article sold, without the return of the installments paid, or deduct from these installments on sales made with contractual retention clauses when the contract is rescinded through fault of the buyer, an amount in excess of that corresponding to the depreciation of the object.

5. Fraudulently tamper with weights or measures standardized by law; possess such tampered weights and measures, or retain them for use with the knowledge that they have been tampered with. PUNISHMENT: 6 months to 2 years imprisonment and fine of 2 contos to 10 contos.

Article 4.

Usury constitutes a crime of the same nature. It is considered usury to: (a) charge interest in excess of that permitted by law. (b) obtain or stipulate in any contract

taking advantage of pressing necessity, inexperience or inconstancy of the other party - a profit exceeding a fifth part of the current or fair value of the installment made or promised.

PUNISHMENT: 6 months to 2 years imprisonment and a fine of 2 contos to 10 contos.

Paragraph 1. The same punishment will be meted out to proxies, mandatories or mediators who take part in the usury operations, as well as endorsees of usury credits, who, aware of the illicit nature of such credits, take advantage of the same in successive transmission or judicial execution.

Paragraph 2. The crime of usury is aggravated, when: (1) perpetrated in time of grave economical crisis; (2) it occasions serious individual loss; (3) the usury nature of the contract is disguised; (4) perpetrated by (a) Army or Navy service men, Government employees, Ministers of religious cults, by persons whose financial and social position is manifestly superior to that of their victims; (b) when perpetrated to the detriment of workmen or farm hand, against minors less than 10 years of age or mentally deficient, (5) a recurrence of the crime takes place.

Paragraph 3. The stipulation of usury interest or profit will be considered null and void. The amount will be adjusted by the judge to the legal amount allowed, or, in case such illegal interest has already been paid, restitution of the amount paid in excess will be made.

Article 5. When any of the crimes defined in this law are practiced in the name of persons of judicial standing, the Minister of

Justice and Home Affairs may interdict such persons, once the sentence has been passed without prejudice to the punishments imposed on those responsible.

Article 6. No bail will be allowed on crimes defined in this law. The crimes will be tried by the Tribunal of National Safety, and no pardon will be granted nor conditional freedom.

Article 7. This law enters into effect on the date of its publication, all dispositions to the contrary being hereby revoked.

*

Of considerable significance to the Czechoslovak labor market, especially as concerns the migration of workers from occupied areas into the new territorial confines of the Republic, and affecting the employers' choice of employees, is a Governmental decree of October 19, 1938, published as No. 244 of the Collection of Czechoslovak Laws and Decrees of October 22, 1938, and effective on the latter date, which makes it obligatory for all employers to report to the competent district authorities within eight days all pertinent data on employees, unpaid apprentices and others, who entered into service after May 1, 1938, and who, on that date, had their permanent residence in areas now occupied by foreign powers or possessed so-called "municipal citizenship" in a community situated in such areas.

According to the Office of the American Commercial Attache, Prague, employers who have in their employ the persons indicated above, must within eight days, file an application with the competent authorities requesting permission to continue to employ such persons. Applications, the Decree states, will be reviewed from the standpoint of "public interest."

The decree which became effective on November 8, 1938, designated Czechoslovak Government Decree No. 265 sets up licensing requirements of trades, professions and industrial enterprises. According to the American Consulate General, Prague, it applies equally to all persons or firms desiring to operate in Czechoslovakia, whether they be local or foreign. It is stated that the validity of the decree is one year and that it is designated as "temporary." It is generally understood that the object of the decree is to facilitate the business reorganization of the state with a view to the revised domestic need, and to a careful planning of export production capacity. It is also intended to avoid a too hasty removal of industries into the present territory of Czechoslovakia from the Sudeten region, as well as from former Austria. A translation of the decree is on file in the DIVISION OF COMMERCIAL LAWS and may be obtained for loan upon request.

In an endeavor to encourage the development of mineral assets in Czechoslovakia, certain tax deductions on prospecting phases are to be made. A ruling of the Permanent Committee of the Czechoslovak