Year: 1867

C.


SCHUYLER CoLFAx, Speaker of the House


of Representatives.


|PUBLIC-No. 76.1


AN ACT to authorize limited partnerships in the


District OF Columbia.


Be 1T enacted by the Senate and House of ReDre-
Sentvtiges Of tie United Suites Of 4naeyca in Con-
gress, assembled, That limited partnerships for the
transaction of any mercantile, mechanical
manufacturing business within the District of
Columbia may be formed by two more persons
upon the terms, with the rights and powers, and
subject TO the conditions and liabilities herein
prescribed.


Sec. 2. And be it further enacted, That such
partnership may consist of one more persons,
who shall be called general partners, and who
shall be jointly and seyerally responsible gen.
eral partners are by law, and of one per-
sons, who shall contribute in actual cash pay
ments a specific sum as capital to the common
stock, who shall be called special partners and
who shall not be liable for the debts of the part
nershp beyond the fund contributed by him
or them to the capital; but the number of special
partners shall in no partnership exceed six.


SEC. ). 4nd be it further enacted That persons
desirouS of forming such partnerships shall make
and severaliy sign certificate which shall con-
tain the name firm under which such partner
ship is to be conducted; the general nature of the
business intended TO be transacted; the names of
all the general and special partners interested
therein, distinguishing which general and
which are special partners, and their respective
places of residence; the amount of capital which
each special partner shall have contributed to the
common stock; the period at which the partner
ship is to commence, and the period at which it
is to terminate


SEC 4. 4nd be Hfu,t tlter enacted That the GER
titicate shall be acknowledged by the several per
signing the same before Il notary public or
Judge OF any court in the District of Colum ba,
and such nowledgements shall be made and
certified in the same manner as the acknowledge
mcntS of deeds of land, and when so aeknOWl-
edged and certified shall be filed in the office of
the clerk of the supreme court OF the District of
Columbia, and shall be recorded by him at large
in book kept for that purpose, open to public
inspection.


SEC s. -1nd be it further enacted That at the
time of filing the original certificate, with the
evidence of the acknowledgment thereof, us be-
fore directed all affidavit of one or more OF the
general partners shall also be filed Herewith in
the same office, stating that the sums specified
in the certificate have been contributed by each
of the special partners to the common stock have
been actually and in good faith paid in cash.


SEC. +. And BE- it tuIfhef enacted, That no such
partnership shall be deemed to have been formed
untia certificate shall have been made, acknowl-
edged, filed, and recorded, nor until an affidavit
shall have been made and filed as above directed;
and if any false statement (not the result OF accI
dent or mistake) shall be made in such certificate
affidavit, all the persons interested in such
partnership shall be liable rail- the engagements
thereof as general partners.


SEC T. Ind be turther enacted That the part
ners shall publish the terms of the partnership,
when registered, three times week for at least
four weeks, Immediately after such registry, in
two newspapers to be designated by the clerk of
the court in which such registry shall be made,
the partnership shall be deemed general. The
afdayits of the publication OF such notice by the
editors or publishers of the newspapers in which
the same shall have been published shall be filed
with the clerk directing the same and shall be
prma flcc evidence of the facts therein contain
ed the affidavit of any one editor or publisher
OF each newspaper being sufficient.


SEC. s. 1nd be it further enacted, That every
renewal or continuance of such partnership be-
VOnd the time ORIGINALLY fixed for its duration
shall be certified, acknowledged, and recorded,
and an affidavit of general partner be made and
filed, and notice be given in the manner herein
required for its original formation and every
such partnership which shall be otherwise renew
ed and continued shall be deemed general part
nershp.


SEC. g. And be it further enacted, That every al
teration which shall be made in the names of the
partners in the nature of the business, or in the
capital or shares thereof, or in any other matter
specified in the original certificate, shall be deem
ed dissolution of the partnerships; and every
such partnership which shall in any manner be
carried on after such alteration shall have been
made shall be deemed general partnership, un-
less renewed us special partnership, under the
provisions of the last preceding section.


SEC. 10. And be it further enacted, That the bu-
siness of the partnership may be conducted un-
der the name of any one or more of the general
partners, and with or with the addition OF the
word Co. or company, as the parties may deter
mine; and in any action or suit to be brought on
any contract or engagement of the partnership,
to enforce any liability of the same, the general
partner partners whose name or names shall
be used in said firm business shall be the only
necessary defendants; and any judgment or de-
cree recovered against said defendant or defen-
dants shall have the same legal effect and opera
ton, and execution thereon shall be enforced and
have like effect against the partnership assets as
if the judgment decree had been recovered
against the general partners.


SEC. Ii. 4nd be 1t further enacted, That If the
name of any special partner shall be used in the
firm with his privity he shall be deemed general
partner and the general partners only shall trans
act the business ; and if a special partner shall
interfere, contrary to this provision he shall be
deemed general partner, but he may from time
10 lme examine into the state and progress OF the
partnership concerns and advise as to their man.
agement.


SEC. II. And be it further enacted, That no part
OF the sum which any special partner shall have
contributed to the capital stock shall be with
drawn by him paid or transferred to him in
the shape of dividends, profits, or otherwise du-
ring the continuance of the partnership, but any
Partner may annually receive lawful interest on
the sum so contributed by him if the payment of
such interest shall not reduce the original amount
of such capital; and if, after payment OF such in
terest any profits shall remain to to be divided
he may also receive his portion of such profits.


Sec. 13, And be it further enacted, That if it shall
appear that, by the payment of interest or profits
to any special partner, the original capital has
been reduced, the partner receiving the same shall
be bound to restore the amount necessary to make
good his share OF the capital, with interest, on
being notified thereof.


!
sale, assignment, or transfer of any property or
effects of such partnership, or of any general
partner, made by such partnership general
partner when insolvent in contemplation of
Insolvency, after or in contemplation of the
insolvency of any general partner, with the intent
of giving preference to any creditor of such
partnership or insolvent partner, and every judg
ment confessed lien created, security given
by such partnership or general partner under the
like circumstances and with like intent, shall
be void as against the creditors of such partner
ship.
Sec Is. And be 1t further enacted, That every
special partner who shall violate any of the pro-
visions of the last two sections, who shall con-
cur in or assent to any such violation by the part
nership or by any individual partner shall be liza
BILE general partner
SEC. 16 Aad be it further enacted, That in case
of the insolvency or bankruptcy of the partner
ship, no special partner shall, under any circum
Stances be allowed to claim creditor until the
claims of all the other creditors of the partner
ship shall be satisfied.
SEC. H. Aaad be IL further enacted That all suits
respecting the business of the partnership shall
be brought by and against the general partners |
only, except in those cases in which provision is |
hereinbefore made that special partners shall be |
deemed general partners and special partnerships
general partnerships, when all persons so becom-
ing general partners may be Joined with those |
originally general partners in any suit brought |
orcbi he