Alexandria gazette. [volume] (Alexandria, D.C.) 1834-1974, 1875-03-16
Partu ershiD Associations.


The new law ITO authorize the formation OF
partnership associations, In which the capital
subscribed shall alone be responsible tor the
debts of such association, except under certain
circumstances, being Of importance to the
business men of the State We give its tuIl text:
|. Be it enacted by the General Assembly Of
Virginia, That when any three or more persons
may desire TO form partnership associstlon LOT
the purpose of conducting any lawful business
or occupation within this State or elsewhere,
whose principal office or place of business shall
be Established and maintained within this State
ty subscribing and contributing capital thereto,
which capital only shall be liable for the debts
of such ASSOCIATION, it shall be lawful for such
persons to sign and acknowledge before some
officer competent to take acknowledgements OF OF
deeds u statement in writing III which shall
be set forth the proper names Of such persons,
and the amount of capital of such assoclaton
subscribed by each the total amount OF capital,
and when and how to be paid; the character OF
the business to be conducted, and the Location or
the same; the name OF the association, with the
word ''linlited added thereto as part OF the
same the contemplated duration OF said asso,,
citation, which shall not in any case exceed
twenty wears and the names OF the othcers OF
said association, selected in conformity with the
provisions OF this act and any amendment OF
said statement shall be made only IN llKe mai
ner: which said statement and amendments
shall be recorded in the deed book Of the county
or corporation where said principal office is es-
| tsblshed and in such statement each partner
shall agree to waive the benefit OF the homestead
| exemption as to any debt ne may at any tilne 9
| owe said association. And said stntement shall
1 be published cnce week for two weeks In some
| news paper published in the county, city or town
| in which the principal office of said association
| is established.
> The members of any such partnership asso-
! citation shall not be liable under any judgment,
| ord AGAINST suph AssOrlatlUl. turtDor
or otherwise than is hereinafter PROVIDED IhaI
| is to say if any execution other process In
! the nature of an execution, either at law or IN
| equity, shall have been issued against the prop
| erty or effects of the association, and Ii there
cannot be found sufficient thereof wherein to
| enforce such execution or process, then sucn
| execution or process may be issued against any
of the members to thu extent OF his or their por-
! ton OF The subscription TO the capital OF such
association not then paid up; provided, howev-
er, tina. no such execution or process shall issue
against any member except upon an order OF
| the court in which the action was pending; ana
the said court msy compel the production OF Inc
books of such association showing the names OF
| its mem bers and the amount of capital remain
| ing unpaid upon the respective subscriptions or
| its memb and from them or other sources of
! information ascer ain the truth in RECORD there
TO- and may order execution to issue according
! IT, And the said association shall be required
| to keep ut all times subscription book tor that
purpose and the same shall be open to inspec-
| ton by the creditors and members OF such asso"
| citation ut all reasonable times.
| g. The word 'limted" shall be the last word
| of the name of every association formed under
the provisions of this act; and every such 1850
citation shall keep painted or sttxed Its name on
the outside of every ctiice or place in which its
| business is carried on, in conspicuous position,
in letters easily legibe; and shall have its full
name, in lcgible Characters in all notices. ad-
vertisements, and other official publications of
| such association, and in all bills OF exchange,
promissory notes, checks, orders for money,
| bills of lading, invoices receipts, letters and
other writings used in the transaction of the
| business Of such association: Provided, That the
| omission Of the word Limited" in the use of the
name of the partnership shall render each and
| every person participant IN such omission, or
knowingly acquescing therein, Liable tor any
| Indebtedness, damage or liability arising there
| from
a. Interests in every such association shall be
personal estate, and may be transferred under
such rules and regulations rs the association may
prescribe; but no transferee or representative OF
| any decedent or of any insoly ent or bankrupt,
shall be entitled thereafter to participate IN the
| subsequent business of said association unless he
| be elected thereto by vote OF majority OF the
mem bers, in number and value of their inter-
ests and any change OF ownership, whether by
sale, gift death, bankruptcy, or otherwise,
which shall not be followed by election to the
association, shall entitle the owner only to his
| interest in the association 1T y price and upon
terms to be mutually agreed; and in default of
such agreement the price and terms shall be
| fixed by an appraiser or appraisers agreed on by
the parties, or appointed IN term or vacation by
the judge of tho circuit or corporation court of
the county, city, or town IN which the principal
office OF such association is located Provided,
That notice be given of the application for such
appointment TO the association or party interest,"
ed at least five days before the same is heard.
5. There shall be at least one meeting OF the
member of the association in each year, at one
Of which there shall be elected not less than
three nor more Il al five managers of said asso-
cstion, one of whom shall be the president, one
the treasurer, and one the secretary, or on may
be both treasurer and secretary, who shall hold
heir respective offices for one year, and until
their successors are duly installed; and no debt
shall be contracted liability incurred for said
association except by one or more OF said manS-
gers, and no liability for an amount exceeding
two hundred dollars, Ok cept against the person
incurring it, shall bind SAID association, unless
reduced to writing and signed by ut least two
managers.
s. The association may from time to time d.
vide the profits of its business in such manner
and to such an amount, as Il majority of its
mans gers may determine, which dividends shall
not al any time diminish or impair the capital of
said association; and any one consenting to
dividend which shall diminish or impair the
capital. shall be liable to any person injured
thereby for The amount OF such dlminutlon or
impairment.
I. Il shall not be lawful for such association
to lend its credit. it's name, or its capital to any
member thereof; and any loan thereof to any
other person or association shall be void, unless
the same is made by the consent in writing of Il
majority in number and value of interest of it's
members.
s. Such association may be dissolved
First Whenever the period fixed for its dura
ton expires.
Second. Whenever, by vote of a majority
in number and value Of interest it shall be SO
determined, and notice of such winding up shall
be published in at least two newspapers, if so
many be published in the county, city, or town
where its principal office is located at least six
consecutive times, and immediately upon the
commencement of said advertising, said sssocia-
ton shall cease to carry on its business, except
so far as may be required tor the beneficial
winding up thereof.
g. When any such partnership association
L..11 ia