1. The standard critique of the Qing Code as a body of penal law may be found in Bodde, Derk and Morris, Clarence, Law in Imperial China: Exemplified by 190 Ch'ing Dynasty Cases (Harvard Studies in East Asian Law) (Cambridge, MA: Harvard University Press, 1967)CrossRefGoogle Scholar. For a discussion of those aspects of the Qing Code that did deal with economic issues see Jing, Junjian, “Legislation Related to the Civil Economy of the Qing Dynasty,” in Civil Law in Qing and Republican China, ed. Huang, Philip and Bernhardt, Kathryn (Stanford, CA: Stanford University Press, 1994), 42–84Google Scholar. Jones, William (trans.) with the assistance of Cheng, Tianquan and Jiang, Yongling, The Great Qing Code (Oxford: Clarendon Press, 1994)Google Scholar, provides a translation of the statutes of earlier codes as adopted and adapted by the Qing dyansty, but as yet, no translation includes all of the modifying substatutes adopted during the course of the dynasty.

2. For a discussion of the late nineteenth-century Self-Strengthening Movement during which provincial official leadership dominated the move toward greater investment in mining, manufacturing, and mechanized transportation, see Faure, David, China and Capitalism, a History of Business Enterprise in Modern China (Hong Kong: Hong Kong University Press, 2006), 45–64CrossRefGoogle Scholar. Feuerwerker, Albert, China's Early Industrialization; Sheng Hsuan-Huai (1844–1916) and Mandarin Enterprise (Harvard East Asian Studies) (Cambridge, MA: Harvard University Press, 1958)CrossRefGoogle Scholar remains the classic study of this movement.

3. On the dominance of the partnership form in the United States case, see Lamoreaux, Naomi R., “Constructing Firms: Partnerships and Alternative Contractual Arrangements in Early Nineteenth-Century American Business,” Business and Economic History 24 (1995): 43–71Google Scholar; and “Partnerships, Corporations, and the Theory of the Firm,” The American Economic Review 88 (1998): 66–71. More recent studies have challenged the superiority of the corporation as a globally superior form of business organization, focusing on intermediate forms available under the civil law regimes of Europe.  See, for example, Guinnane, Timothy, Harris, Ron, Lamoreaux, Naomi R., and Rosenthal, Jean-Laurent, “Putting the Corporation in Its Place” Enterprise & Society 8 (2007): 687–729CrossRefGoogle Scholar.

4. Among the studies that trace the background to the implementation of the law, its deficiencies as a legal transplant, and the low rate of legal incorporation among early twentieth-century Chinese firms, see Kirby, William C., “China Unincorporated: Company Law and Business Enterprise in Twentieth-Century China,” The Journal of Asian Studies 54 (1995): 43–63CrossRefGoogle Scholar; and So, Billy K. L. and Lee, Albert S., “Legalization of Chinese Corporation, 1904–1929: Innovation and Continuity in Rules and Legislation,” in The Treaty Port Economy in Modern China: Empirical Studies of Institutional Change and Economic Performance, ed. So, Billy K. L. and Lee, Albert S. (Berkeley, CA: Institute of East Asian Studies, 2011), 186–210Google Scholar. William Kirby, citing Albert Feurwerker, puts the number of registered companies in 1908 at only 227.

5. See, for example, the papers produced for the workshop “Funding Business in the Pre-Industrial World” held at Yale University in May 2015 and the continuing project and web site on “Funding of Business” hosted by the University of Utrecht.

6. Maura Dominique Dykstra, in “Complicated Matters: Commercial Dispute Resolution in Qing Chongqing from 1750 to 1911” (PhD Diss., University of California, Los Angeles, 2014), 333, rightly notes that when magistrates referred cases back to merchant guilds for mediation this was not because they deemed business cases too unimportant to merit their time, but rather because they considered guilds to be equally capable forums for dispute resolution. I would go one step further and argue that they considered the associations that represented merchants to be the source of expertise in matters that were not located in the code. The continued authority of customary shareholding practices is reflected in the frequent reliance of Republican period courts on advice from Chambers of Commerce in interpreting the expectations of parties to partnership agreements and the recognition of Chamber Adjudication Offices as alternative venues for resolving business disputes. Zelin, Madeleine, “Merchant Dispute Mediation in Twentieth Century Zigong, Sichuan,” in Civil Law in Qing and Republican China, ed. Bernhardt, Kathryn and Huang, Philip C. C. (Stanford, CA: Stanford University Press, 1994), 276–77Google Scholar.

7. Trade and investment based on native place ties has received considerable attention from scholars of China, emphasizing their domination of particular trades and the provision of communal social services through native place associations in major trading cities. See, for example, Rowe, William T., Hankow, Commerce and Society in a Chinese City, 1796–1889 (Stanford, CA: Stanford University Press, 1984)Google Scholar; and Zelin, Madeleine, “Chinese Business Practice in the Late Imperial Period,” Enterprise & Society 14 (2013): 769–93CrossRefGoogle Scholar.

8. Hansen, Valerie, Negotiating Daily Life in Traditional China: How Ordinary People Used Contracts, 600–1400 (New Haven, CT: Yale University Press, 1995), 7Google Scholar. Hansen's contractual evidence relates to debt and property relations and not pooling of resources for business purposes.

9. The importance of contracts as evidence in land disputes dates at least to the middle ages and is memorialized in the Great Qing Code's Article 93 directives on how to determine the existence of a conditional sale.  The role of contract in the structuring of business relationships and as the foundation for establishing claims in business and property litigation is a central theme of many of the articles in Zelin, Madeleine, Ocko, Jonathan K., and Gardella, Robert, Contract and Property in Early Modern China (Stanford, CA: Stanford University Press, 2004)Google Scholar.

10. These traditions may date back to the ritual offerings made to the God of Wealth by merchants at the beginning of the year. See Glahn, Richard Von, “The Enchantment of Wealth: The God Wutong in the Social History of Jiangnan,” Harvard Journal of Asiatic Studies 51 (1991): 651–714CrossRefGoogle Scholar.

11. Even today, despite the toll that wars and revolution took on family documents, scholars and more commercially minded collectors of family documents continue to turn up troves hidden away in what we might think of as private archives.  Cao Shuji of Jiaotong University in Shanghai heads a large-scale project to preserve such materials.  Noting in conversation that almost every farm household in China had a wooden box for contracts and other documents, Cao likened his database to several thousands of these boxes.  Not surprisingly, most of these documents reflect the day-to-day world of agriculture and not business.

12. Zhang, Chuanxi, ed. Zhongguo lidai qiyue huibian kaoshi [Annotated Compilation of Historic Chinese Contracts] (Beijing: Beijing daxue chuban she, 1995)Google Scholar. The editor's introduction provides an excellent synopsis of the content and provenance of early contract materials.  Although many new discoveries have been made since the publication of this two volume collection, most recent finds date from no earlier than the sixteenth century.

13. Song huiyao jigao [Collected records of the Song dynasty], crime law part 2.107 cited in Jiang, Xidong, “Songdai Guansi Shangye De Jingying Fangshi [Song Dynasty Official and Private Commercial Methods of Business Operations],” Hubei daxue xuebao 3 (1992): 156Google Scholar.

14. Shiba, Yoshinobu, “Commerce and Society in Sung China,” trans. Elvin, Mark, in Michigan Abstracts of Chinese and Japanese Works on Chinese History (Ann Arbor, MI: University of Michigan, Center for Chinese Studies, 1970), 27Google Scholar.

15. Jiang, “Song Dynasty Official and Private Commercial Methods of Business Operations,” 156.

16. Ibid., 159. Examples from later periods are far more commonplace. For example, the Qingbai leichao, a collection of snippets from Qing and early Republican period miscellaneous writings, refers to merchants from a common native place traveling together to engage in long distance trade. Cited in Zhang, Zhongmin, Jiannan De Bianqian, Jindai Zhongguo Gongsi Zhidu Yanjiu [Difficult Transformations, a Study of Modern China's Company System] (Shanghai: Shanghai Academy of Social Sciences Press, 2001), 4Google Scholar. Long-distance merchants were often referred to as guest merchants and these groups were described as guest groups (kebang).  The term for merchant groups (bang) was often used to refer to more lasting associations of merchants from a common native place, but without indicating whether or not they participated in joint investment. See, for example, Qiu, Pengsheng, Dang falü yu shangjiji: MingQing Zhongguo de shangye falü [When Law Met the Commercial Economy, Mingqing Chinese Commercial Law] (Taibei: Wunan tushu chuban gongsi, 2008)Google Scholar. Qiu suggests that the reason some shippers formed bang was to cushion the impact of government exactions and corvée levies.

17. Zhang, Qiujian, Suanjing [Classic of Calculation] (Beijing: Erudition Digital Technology Research Center, 2009Google Scholar [original c. fifth century]) http://www.columbia.edu/cgi-bin/cul/resolve?clio10436923 (accessed March 20, 2015).

18. Shiba, Commerce and Society, 32–33. The translation is that of Mark Elvin with small changes by the author.

19. For a more detailed examination of the process and implications of household division, see Wakefield, David, Fenjia, Household Division and Inheritance in Qing and Republican China (Honolulu: University of Hawaii Press, 1998)Google Scholar. The distribution to adopted sons and sons of concubines changed in different periods, as did portions for unmarried daughters. Somewhat increased portions to cover the ritual responsibilities of eldest sons were also common.

20. Zhang, Annotated Compilation, 1078–79.

21. Ibid., 1089–90.

22. Daoguang 9 (1829) “An agreement signed by Fang Guhuai, et al regarding the joint management of lineage property” [Xiuning County, Anui]. Although structured as a shareholding venture, the lineage character of this arrangement is clear in the prohibition on sale of shares to outsiders, a stipulation not found in most Qing period partnership arrangements. A similar document in the collection deals with the exploitation of forest land for firewood and also resulted in the division of a jointly held mountain into shares. Wang Hongqing et al., Ming Wanli 34 (1606) Contract (She county, Anhui).

23. Zelin, Ocko, and Gardella, Contract and Property, 82.

24. Ibid., 162–63.  Allee notes that our knowledge of this transaction arose from a suit levied by nearby residents who claimed to have purchased the previously undeveloped land from the same aborigines a century before.

25. Li, Li, “Qingdai minjian qiyuezhong guanyu ‘huo’ de guannian he xiguan [Qing Partnership Concepts and Customs as Seen in Popular Contracts of the Qing Period],” Faxue jia 6 (2003): 40Google Scholar. For the originals see Zhang, Annotated Compilation, 1136, 1143, 1147–48. A fourth such contract appears on 1129.

26. Zhang, Meng, “Financing Plantation Forestry in Southwest China: Securitization of Timberlands and Shareholding Practices, 1700–1900,” paper presented at the Association for Asian Studies Workshop on New Frontiers in Asian Economic History (East Lansing, MI, May 11-15, 2017)Google Scholar.

27. Zhang, Annotated Compilation, 1332, 1342, 1352–54, 1358, 1360, 1374. Lest we wonder whether these are simply a variation of lineage estates, it is worth noting that contract 1101 (at 1142) memorializes the sale by Jiang Tianqiu of shares in a God of the Land and Grain association (tugu shenhui) to buyers named Wang.

28. The meaning of conditional sale (dian) has been highly contested in the literature on Chinese property rights. For a description of its legal formulation in the Qing period, see Jing, “Legislation Related to the Civil Economy of the Qing Dynasty,” 67–71. A recent study by Taisu Zhang focuses on dian as a challenge to stable property rights in early modern China. Zhang, Taisu, The Laws and Economics of Confucianism: Kinship and Property in Pre-Industrial China and England (Cambridge Studies in Economics, Choice, and Society) (Cambridge: Cambridge University Press, 2017)CrossRefGoogle Scholar.

29. Xie, Guozhen, Mingdai shehui jingji shiliao xuanbian [Selected Materials on Ming Period Social and Economic History], vol. 3 (Fuzhou: Fujian renmin chuban she, 2004), 275Google Scholar.

30. Zhang, Difficult Transformations, 10.

31. Although this statement contains echoes of the kind of reputation capital we see within close-knit merchant communities such as the early modern Maghribi and Genoese traders and modern-day diamond merchants in New York, it must be understood within the context of the Chinese joint household property regime in which the debts of the father were legally passed on to the son. See Bernstein, Lisa, “Opting out of the Legal System: Extralegal Contractual Relations in the Diamond Industry,” The Journal of Legal Studies 21 (1992): 115–57CrossRefGoogle Scholar; and Greif, Avner, “Contract Enforceability and Economic Institutions in Early Trade: The Maghribi Traders' Coalition,” The American Economic Review 83 (1993): 525–48Google Scholar. For a discussion of the Chinese judicial enforcement of joint familial responsibility for debt, see Ng, Michael, “Dirt of Whitewashing: Re-Conceptualising Debtors’ Obligations in Chinese Business by Transplanting Bankruptcy Law to Early British Hong Kong (1860s–1880s),” Business History 57 (2015): 1219–47CrossRefGoogle Scholar.

32. Brook, Timothy, “The Merchant Network in 16th Century China: A Discussion and Translation of Zhang Han's ‘On Merchants,’” Journal of the Economic and Social History of the Orient 24 (1981): 165–214Google Scholar; Brook, Timothy, Geographical Sources of Ming-Qing History (Michigan Monographs in Chinese Studies) (Ann Arbor, MI: Center for Chinese Studies, University of Michigan, 1988)Google Scholar; and Lufrano, Richard John, Honorable Merchants: Commerce and Self-Cultivation in Late Imperial China, a Study of the East Asian Institute (Honolulu: University of Hawai'i Press, 1997)Google Scholar.

33. For example, an 1835 letter from a Foshan man informed his family of a reallocation of shares in a multi-surname partnership. His family would now take three of the eleven shares, the Liao family would take an additional two shares for a total of seven, and a new partner, the Lüs, would take one share. MingQing Foshan beikei jingji ziliao [Economic Material from Ming and Qing Dynasty Foshan Inscriptions], 369, cited in Zhang, Zhengming, “Qingdai shangye ziben de gufenzhi [The Shareholding System of Qing Dynasty Merchant Capital],” Shanxi daxue shifanxueyuan xuebao 2 (1989): 41Google Scholar. Zhijian Qiao, “The Rise of Shanxi Merchants: Empire, Institutions, and Social Change in Qing China, 1688–1850” (PhD diss., Stanford University, 2017), provides the most detailed discussion to date of the development of Shanxi merchant partnership in the context of the Mongolian border trade.

34. The author of an eighteenth-century Ba county gazetteer was particularly exercised by the impact of local farmers following the example of extraprovincial merchants in this Western commercial hub, selling their land in exchange for capital to go into business. Erjian Wang and Kaifeng Zhou, Baxian zhi [Gazetteer of Ba county] ([Ba Xian: s.n.], 1761). juan 10, xiguan [customs], shang [merchants].

35. For example, because he brought a case against his assistant for embezzlement, we know that Shi Hengshun put together capital from an unknown number of investors, went to Sichuan, and opened shops selling raw cotton from his native Shaanxi province. Baxian Archives, 6.4.5876 HF 5.

36. Manuscript copy reprinted in Yang, Guozhen, “MingQing yilai shangren ‘heben’ jingying de qiyue xingshi [Contractual Forms of merchant Co-investmjent in the Ming and Qing Periods],” Zhongguo shehui jingjishi yanjiu 3 (1987): 4Google Scholar.

37. For example, in a 1904 commentary in Shangwu Bao (Business), the year the first Chinese company law was promulgated, an author decried Chinese merchant individualism, proclaiming “A thousand dollar fur cannot be made from the pelt of a single fox, a building of 10,000 rooms cannot be built with a single timber.” “Promoting Business is the Way to Strengthen the Country,” Shangwubao, 1904, 8, 11–17.

38. The use of stele to memorialize trust commitments is elaborated by Weiwei Luo in her Columbia University History PhD dissertation defended in August 2018.

39. Chen, Zhiping and Lu, Zengrong, “Cong Qiyue Wenshu Kan Qingdai Gonshangye Hegu Weituo Jingying Fangshi De Zhuanbian [Using Contractual Documents to Examine the Transformation of the Industrial and Commercial Joint-Stock Proxy Management Form in the Qing Period],” Zhongguo shehui jingjishi yanjiu 2 (2000): 29–30Google Scholar.

40. Signators to the agreement include the original developers of the mine, Wang Conglian and the Zhang family, those who were now putting up capital, Ma Chaolong and Sun Guodong, the owners of the land on which the mine was excavated, and two middlemen, Zhang Yingli and Yang Xi.

41. These final affirmations build on similar language in contacts for lease or sale of land.

42. The Qing Code (Article 149) prohibited interest rates exceeding 3% per month, suggesting that actual rates were even higher. Jean-Laurent Rosenthal and Roy Bin Wong argue that Chinese interest rates were not dramatically higher than those of European capital markets, but they rely on a single source that assumes lower rates than do most Chinese commentators on interest rates. Rosenthal, Jean-Laurent and Wong, Roy Bin, Before and Beyond Divergence: The Politics of Economic Change in China and Europe (Cambridge, MA: Harvard University Press, 2011), 134–40CrossRefGoogle Scholar.

43. Zhang, Difficult Transformations, 29.

44. Isett, Christopher M., “Sugar Manufacture and the Agrarian Economy of Nineteenth-Century Taiwan,” Modern China 21 (1995): 244CrossRefGoogle Scholar.

45. By the nineteenth century, the detailed rights and obligations of partners were often recorded in ledgers or in separate regulations (zhangcheng). Zhangzheng easily morphed into “articles of association” in share offerings in the late nineteenth and early twentieth centuries, even when firms did not formally take advantage of new laws that permitted registration as a joint-stock company. Li, “Qing Partnership Concepts,” 42. Li cites a report on business customs reprinted in the compilation Minshi xiguan baogao lu [Report on a S urvey of Popular Customs], vol. 2, 681.

46. Reprinted in Zhang, “The Shareholding System of Qing Dynasty Merchant Capital,” 41.

47. Zelin, Madeleine, The Merchants of Zigong: Industrial Entrepreneurship in Early Modern China (New York: Columbia University Press, 2005), 42–48Google Scholar.

48. Shortages of working capital were also addressed in other ways. Robert Eng describes late nineteenth- and early twentieth-century silk manufacturers who formed partnerships to build filatures, and lacking working capital, leased them to partnerships that produced thread. Eng attributes this practice to weaknesses in capital markets, but acknowledges that particular characteristics of the silk market also contributed to partnerships treating filatures more as real estate than as integrated manufacturing firms. Eng, Robert Y., “Chinese Entrepreneurs, the Government, and the Foreign Sector: The Canton and Shanghai Silk-Reeling Enterprises, 1861–1932,” Modern Asian Studies 18 (1984): 360–61CrossRefGoogle Scholar.

49. Li, “Qing Partnership Concepts,” 42. The traditional God of Wealth was a far from savory figure in the Chinese spirit pantheon. However, the growth of the merchant economy saw a new, unauthorized pantheon to which this god and the Zigong God of Fire, belonged. See Von Glahn, “The Enchantment of Wealth”; and Zelin, The Merchants of Zigong, 55.

50. Xu Ke, Qingbai leichao, v. 17, nongsheng lei, 70–71, cited in Huang, Jianhui and yinhang, Zhongguo renmin, Shanxi piaohao shiliao [Materials on the Shanxi Remittance Banks] (Taiyuan Shi: Shanxi jingji chuban she, 2002), 582Google Scholar. Chinese scholars have noted that over time the number of body shares could exceed the number of investor or silver shares. However, there are no studies on the impact this may have had on the viability of the firm. The practice of issuing body shares continued into the mid-twentieth century, as noted in this account of Shanxi merchants in Manchuria written in the 1940s. Xiyong, Wu, “Jindai dongbei yimin shilue (A Brief History of Migration to the Northeast in the Modern Period),” Dongbei jikan 38 (June 1941): 219–342Google Scholar.

51. Morck, Randall and Yang, Fan, “The Rise and Fall of the Rishengchang Bank Model: Limiting Shareholder Influence to Attract Capital,” in The Origins of Shareholder Advocacy, ed. Koppell, Jonathan G. S. (New York: Palgrave Macmillan, 2011), 195–98Google Scholar. Unfortunately, the one example they provide is from the 1940s, so we do not know whether the practice of issuing death shares was the result of foreign influences.

52. Anonymous, “Hubei Zhi Zhaiquan Xiguan [Hubei Customs of Creditors’ Right],” Falü pinglun 4 (1926): 19–20Google Scholar. In some parts of Hubei these shares were called gangu and did not get an equal share of the profits but did partake of some form of bonus distribution. “Hubeisheng zhi shangshi xiguan: hehuo yingye zhi hetong (Yichang xian xiguan) [Hubei Merchant Customs: Partnership Operations Agreements, Yichang County Customs],” Fal ü pinglun Beijing 5 (1927): 25.

53. Baxian Archives 6-6-38968, cited in Jing Xie, “Meiyou falü de zhixu: wanQing Baxian gongshangyehehuo yanbjiu [Order without Law: A Study of Late Qing Baxian Industry and Commercial Partnerships]” (Wuhan, China: Central Nationalities University, 2012), 17. See also Baxian Archives 6-6-38996. Xie located sixty-six legal cases involving partnership in Baxian, one of the counties comprising modern-day Chongqing. Several revealed investment of assets other than money, including equipment, shops, land, and labor.

54. For a fuller discussion of the evolution of shareholding practices at Zigong see Zelin, The Merchants of Zigong, 24–49. These specialized middlemen were known as chengshouren.

55. Baxian Archives 6-6-27643-11 cited in Xie, “Order without Law,” 22. See also Baxian 6-7-2622-9 and 6-6-27908. Xie found only one partnership agreement that stipulated that a partner who withdrew could not recover his initial investment, Baxian Archives 6-6-38968.

56. Suzhou Chamber of Commerce Archives乙14-002-0059-020. Suzhou Chamber of Commerce Archives乙14-002-0085-054, in reference to a different case, provides clear evidence that at least by the end of the Qing period the original partnership contract and the share certificates issued by a firm provided the main evidence in such cases.

57. Note that there is no implication that Ying Huanwen was required to consult the other shareholders in the firm. His only obligation was to his lineage branch, which owned the shares as joint property.

58. Li, Qing Partnership Concepts, 42–43.

59. Baxian Archives 6-6-27831, cited in Xie, “Order without Law,” 21.

60. Cochran, Sherman, Encountering Chinese Networks : Western, Japanese, and Chinese Corporations in China, 1880–1937 (Berkeley, CA: University of California Press, 2000), 120–22Google Scholar.

61. See, for example, the 1834 Tianshun well drilling contract, Zigonggongshi dang'an guan, Beijing jingji xueyuan, and daxue, Sichuan, Zigong yanye qiyue dang'an xuanji [Selected Contracts and Documents from the Zigong Salt Industry] (Beijing: Zhongguo shehui kexueyuan chuban she, 1985), 336Google Scholar.

62. “Partnership in China,” China Mail, October 17, 1889, 8, citing an earlier report published in 1882.

63. See, for example, Chan, Kai Yiu, “Making Sense of the ‘Business Group’ in Modern China: The Rong Brothers Businesses, 1901–37,” Australian Economic History Review 51 (2011): 219–44CrossRefGoogle Scholar; Köll, Elisabeth, From Cotton Mill to Business Empire: The Emergence of Regional Enterprises in Modern China (Harvard East Asian Monographs) (Cambridge, MA: Harvard University Asia Center, 2003), 64–68CrossRefGoogle Scholar, on the role of lineage trusts in the organization of Chinese conglomerates.