Chap. 69.—An ACT to amend sections 2864, 2865, 2871, as amended, and section
2875 of the Code of Virginia in relation to limited partnerships.

Approved February 21, 1903.

1. Be it enacted by the general assembly of Virginia, That section
twenty-eight hundred and sixty-four, seetion twenty-eight hundred and
sixty-five, section twenty-cight hundred and seventy-one (as that section
is amended by the act of February twenty-ninth, cighteen hundred and
eighty-cight), and section twenty-cight hundred and seventy-five of the
Code of Virginia, concerning limited partnerships, be, and the same are
hereby, amended so as to read as follows:

$ 2864. Of whom to consist: liability of general and special partners.—
Any such partnership may consist of one or more persons as general part-
ners, who shall be responsible as general partners now are, and of one or
more persons as special partners, who, contributing to the common stock
as capital a sum in cash or other property at cash value, shall not be
personally liable for any debts of the partnership except as hereinafter
mentioned.

$2865. What paper to be made and signed: what oath to be made hy
general partners.—The persons forming any such partnership shall make
and severally sign a paper, which shall state the name and place of resi-
dence of each partner, the name or firm name under which the partnership
is to be conducted, who are gencral and who are special partners, the sum
which cach special partner contributcs, and whether such contribution is
made in cash or in other property at cash value, or to what extent in each,
the general nature of the business to he transacted, the place or places of
said business, the duration of the partnership: and if the partnership is
to be dissolved by the death of the special partners or anv one or more
of them before the expiration of the period named for its duration, it
must be expressly so stated in said paper. One or more of the general
partners shall also make oath that each sum so stated to be zontuitoatadl
has been actually contributed in the form set forth in said paper.

s How the business to be conducted, et cetera.—The names of the
partners, with a designation of which are general and which are special
partners, shall appear conspicuously upon the front. of the place or places
of business of the partnership; but the business of the partnership may be
conducted under such name, style or firm name as the partners may choose
to adopt, which, however, shall not contain therein the names of the
special partners or of any one of them. If, however, the partnership is a
successor to an old business, it may advertise itself as such successor,
although the style or name under which such old business was conducted
contains in it the names of the special partners or of some one or more
of them. The general partners only shall be authorized to make a con-
tract (with others than the partners) respecting the concerns of the part-
nership or to transact its business. If such partnership fail to comply
with the preceding provisions of this section, or if the name of any special
partner be used with this privity in connection with any firm contract, or
if he transact business for the partnership as agent or otherwise, he shall
be liable as a general partner: provided, however, that any special partner
or any other firm or association of which he is a member may, without
thereby making the partnership general or such special partner liable as
a general partner, sell goods or other property to, lend money to, and
advance and pay money for the partnership in which he is a special
partner, and may take and hold the notes, drafts, acceptances and bonds
of, or belonging to, the partnership as security for the payment of such
goods or other property, moneys and interest, and may endorse or other-
wise become security for the partnership in any business thereof, and
shall have the same rights and remedies in these respects as any other
creditor of the partnership might have; nor shall this section prevent any
special partner from examining into the state of the business and advising
as to its management.

§ 2875. Dissolution of partnership ; how effected by act of the parties;
when death of special partner operates as.—A limited partnership shall
be subject to dissolution in the same manner and for like causes as A
general partnership, except that the death of the special partners or any
one or more of them before the expiration of the period fixed for the dura-
tion of the partnership shall not work a dissolution of the partnership
unless it is expressly so stated in the paper required by section twenty-
eight hundred and sixty-five. Nor shall any dissolution of the partner-
ship take place by the act of the parties before the time specified in the
paper stating its formation, renewal, or continuance, unless and until a
notice of such dissolution be published once a week for four successive
weeks in a newspaper (if such there be) printed in each of the counties
and corporations in which the place or places of business of the partner-
ship may have been; or if no newspaper be published in any such county
or corporation, the notice shall be posted for four successive weeks at the
front. door of the courthouse of each of said counties and corporations:
nor unless and until such notice or a copy thereof be admitted to record
in the counties and corporations in which the paper mentioned in sections
twenty-eight hundred and sixty-five and twenty-eight hundred and ‘sixty-
six is directed to be recorded. Such recordation shall be in the book
provided for by said section twenty-eight hundred and sixty-six. and shall
he indexed in the name of the partnership.

2. This act shall be in force from its passage.