The Morning herald., 1876-03-06
WILMINGTON, MARCH 6. 1875.
PARTNERsHIPs;-LIMITED


We present to the attention and consid-
Grafton of our business men synopsis O!
the law creating and regulating limited
partnership in Pennsylvania. 1t is almost
a re-enactment..of the English law which
was found to work so we'll in Great Britain
and Ireland. Our general corporation
law passed March 26, 1875, was step in
the same direction; but it lacks the SIM
plicity, and clearness Of the English, and
Pennsylvania enactments.
The first section of the Limited Part
nership act provides: That three or more
persons may form partnership associa-
ton, the capital of the association shall
alone be liable for its debts. Also the
mode of incorporation which is plain and
inexpensive, limiting the partnership to
twenty years; and how amendments may
be added if required.
The second section reads as follows:
"The members of any such partnership
association shall not be liable under any
Judgment, decree or order which shall be
obtained against such association, or 1or
any debt or engagement OF such company,
further or otherwise, than Is hereinafter
provided that is to say, if any execution,
seuuestration or other process in the nature
of execution, either at law or in equity,
shall have been issued against the property
or effects Of the. accompany, andlf there connot
be found sufficient thereof, Whereon to levy
or enforce such execution, sequestratlon or
other process, then such execution, seques-
tration or other process,may be issued|against
any of the members to the extent OF the por-
tions of their subscriptions, respectively,
in the capital of the association not then
paid up"
The remainder of the section throws
safeguards over the capital of the partner
ship.
The third section makes it obligatory
upon the partnership to have the word
"limited" appear in every check, note,
draft, intact upon any bill head, advertise
ment, or paper, writing or schedule
issued by the partnershipin the transac-
ton of its business, and to have the same
word painted legibly upon any office, store
or place where their business may be
carried on.
Provided, That The omission of the word
'slimited" in the use of the name OF the
partnership association shall render each
and every person participant in such omis-
sion, or knowingly acquiescing therein,
liable for any Indebtedness, damage or liza
bility arising theretrom.
Section four we give in full.
Section 4. Interests in said association
shall be personal estate, and may be trans
ferred under such rules and regulations as
the association may prescribe, but no trans
fcrrce of any interest, or the representatives
of any decedent, or of any insolvent, shall
be entitled thereafter to any participation
in the subsequent business OF said associa-
ton, unless he or she be elected thereto by a
vote Of majority of the members in num-
ber and value Of their interests; and any
change of ownership, whether by sale,
death, bankruptcy or otherwise, which
shall not be followed by election to the asso-
citation, shall entitle the owner only to his
interest in the association at price and
upon terms to be mutually agreed upon
and in default of such agreement the price
and terms shall be fixed by an appraiser ap,
pointed by the Court of Common Pleas Of
the proper county, subject to the approva
ofSaid court.
Section five provides for meetings O.
the persons comprising the partnership
how managers are to be elected, and how
liabilities may be incurred.
Section seven:
Forbids the loan of the "credi
name, or capital to any member o
of the association; and for such loan to an,
other person or association, the consent il
writing of a majority in number and value
of interest must be first had"
The remaining section provides 70
amendments, dissolution, &c.
This law is step in advance, and on
which will open wide field for the pre-
ftable investment, of small as we'll a
large sums Of money, the assurance bein
ample, that no liability OF any kind wha
ever exists beyond the sum subscribed.
is emminently honest, as persons dealln
with such partnership have full notice
that there is no personal liability, unles
that visited upon an individual manage
who will do something contrary to the ac
itself. Under the law Of special partner
ship, the special partner could hardly 4
into the store or shop in which he had h
money invested, al he was afraid h.
presence would be 30 construed as to max
him a general partner; by the law v
oro writinp about all of this ia chanoed ar