Year: 1875

Law ON the Subject.


The new law "to authorize the formation
of partnership associations, in which the
capital subscribed shall alone be responsible
for the debts of such association, except un'
der certain circumstances" being Of much
importance to the businessmen q the State
we give herewith its full text, notwithstand.
ing we yesterday gave very fair and full
synopsis of it: :.


l. Be it enacted By the General Assembly
of Virginia, That when any three or more


persons may desire to form partnership
association for the purpose Of conducting
any lawful business or occupation within


this State or elsewhere, whose principal


office or place of business shall be estab ablished


and maintained within this State by sub.


scrbing 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


aud acknowledge before some officer COM


petent to take Acknowledgements of deeds, a


statement in writing, in which shall be set


forth the proper names of such persons, and


the amount of capital Of such association sub


scribed by each; the total amount of capital,
and when and how to be paid; the character


of the business to be conducted, and the To-


cation of the same; the name of the assoca-
tion, with the word limited" added there


to as part of the same; the contemplated


duration of said association, which shall not
in any case exceed twenty years; and the
names of the officers of said association, Sc


lected in conformity with the provisions of
this act, and any amendment Of said state
ment shall be made only in like manner;
which said statement and amendments shall
be recorded in the deed.book of the county
or corporation where said principal office is
established and in such statement each part
ner shall agree to waive the benefit of the
homestead exemption as to any debt he may
at any time owe said association. And said
statement shall be published once week for
two weeks in some newspaper published in
the county, city, or town in which the prin-
cipal Office Of said association is esta blished.
2. The members of any such partnership
association shall not be liable under any judg-
ment, decree, or order against such assoca-
ton, or for any debt or engagement Of such
association, further or otherwise than is here
matter provided. That is to say, if any exc
cution or other process in the nature of an
execution, either at law or in equity, shall
have been issued against the property or ef-
| fects of the association. and If there cannot
be found sufficient thereof whcreop TO en-
| force such execution or process. then such
execution or process may be issued against
any of the members to the extent Of his or
| heir portion Of the subscription to the capi-
| tai of such association not then paid up;
provided, however, that no such execution
or process shall issue against any member
except upon an order Of the court in which
the action was pending; and the said court
| NAV compel the production of the books of
| such association, showing the names of its
members and the amount of capital remain


ing unpaid upon the respective subscriptions
| of its members, and from them or other


sources of information ascertain the truth in


regard thereto, and may order execution to
issue accordingly. And the said association
shall be required to keep at all times sub.
scrption book for that purpose, and the same
shall be open to inspection by the creditors
and members of such association at all rea-
sonable times.


3. The word "lmited" shall be the last
| word of the name of every association form
ed under the provisions of this act; and eve.
| ry such association shall keep painted or
| affixed its name on the outside of every Office
or place in which its business is carried on,
| in a conspicuous position, in letters easily
| legible; and shall have its full name, in lcgi-
| bic characters, in all notices, advertisements,
| and other official publications Of such asso-
citation, and in all bills Of exchange, promis-
sory notes, checks, orders for money, bills Of
| lading, invoices, receipts, letters and other
writings used in the transaction of the busi-
ness of such association: Pr0u1ded, 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 acquiescing therein,
liable for any Indebtedness, damage, or liza
biity arising tberefrom.


4. Interests in every such association shall
be personal estate, and may be transferred
under such rules and regulations as the asso-
citation may prescribe; but no transferee or
solvent or bankrupt, shall be entitled there.
after to participate in the subsequent business
of said association unless he be elected there
to by vote of majority of the members,
in number and value of their interests;
and any change of ownership, whether
| by sale, gift, death, bankruptcy, or other
wise, which shall not be followed by elec-
| ton to the association, shall entite the
owner only to bis interest in the association
| at price and upon terms to be mutually


agreed and in default of such agreement
| the price and terms shall be fixed by an ap-
praiser or appraisers agreed on by the par
| ties, or appointed In term or vacation by the
Judge of the circuit or corporation court OF


the county, city, or town in which the prin.
cipal office of such association is located:
| Provided, That notice be given of the appIi.


cation for such appointment to the associa.
| ton or party interested at least five days be.
| fore the same is heard.


| 5. There shall be at least one meeting of
the members of the association in each year,


at one Of which there shall be elected not


less than three nor more than five managers


of said association, one Of whom shall be the


president, one the treasurer, and one the
secretary, or one may be both treasurer and
secretary, who shall hold their respective
offices for one year, and until their Success


sors are duly installed; and no debt shall be


contracted or liability incurred for, said asso-


citation except by one or more of said mana


gers, and no liability for an amount exceed


ing two hundred dollars, except against the


person incurring it, shall bind said associa-
ton, unless reduced to writing and signed
| by at least two managers.


| 6. The association may from time to time
divide the profits of its business in such man.


ner, and to such an amount, as majority of
! its managers may determine, which divi.
dends shall at any time diminish or impair
| lue VI Sllu dSSOCiatlOu, Uuu ouc
consenting to dividend which shall diminish
or impair the capital, shall be liable to any
| person injured thereby for the amount of
such diminution or impairment


Z. 1t shall not be lawful for such associa-
tioa 10 lend its credit, its name, or its capi-


tai to any member thereof; and any loan


thereof to any other person or association
shalt be void. unless the same is made by the
consent in writing Of a majority in number
and value of interest of its members.


&. Such association NAV be dissolved