Chap. 140.—An ACT to authorize the Formation of Partgership Asso-
ciations in which the Capital subscribed shall alone be responsible for
the Debts of such Association, except under certain circumstances.

Approved March 2, 1875.

1. Be it enacted by the general assembly of Virginia,
That when any three or more persons may desire to form a
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-
lished and maintained within this state, by 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 acknowledgment of deeds, a statement in
writing, in which sball 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 businesa to be con-
ducted, and the location of the same; the name of the asso-
Ciation, with the word “limited” added thereto as a 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, selected in con-
formity with the provisions of this act, and any amendment
of said statement shall be made only in like manner; which
said statement and amendments rhall be recorded in the deed
book of the county or corporation where said principal office
is established; and in such statement each partner shall
agree to waive the behefit of the homestead exemption as to
any debt which he may at any time owe said association.
And said statemer§ shall be published once a week for two
weeks in some newspaper published in the county, city or
town in which the principal office of said association is estab-
ished.

2. The members of any such partnership association shall
not be liable under any judgment, decree or order against
such association, or for any debt or engagement of such asso-
ciation, further or otherwise than is hereinafter provided;
that is to say, if any execution or other process in the nature
of an execution, either at law or in equity, shall have been
issued against the property or effects of the association, and
if there cannot be found sufficient thereof whereon to en-
force such execution or process, then such execution or pro-
cess may be issued against any of the members, to the ex-
tent of his or their portion of the subscription to the capital
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 ac-
tion was pending; and the said court may compel the pro-
duction of the books of such association, showing the names
of its members and the ampunt of capital remaining unpaid
upon the respective subscriptions of its members, and from
them or othgr 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 a subscription book for that purpose, and the same
shall be open to inspection by the creditors and members of
such association at all reasonable times.

3. The word “limited” shall be the last word of the name
of every association formed under the provisions of this act;
and every 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 legible char-
acters, in all notices, advertisements, and other official publi-
cations 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 acquiescing
therein, liable for any indebtedness, damage or liability aris-
ing therefrom. |

4, Interests in every such association shall be personal
estate, and may be transferred under such rules and regula-
tions as the association may prescribe; but no transferee or
representative of any decedent, or of any insolvent or bank-
rupt, shall be entitled thereafter to participate in the subse-
quent business of said association, unless he be elected thereto
by a vote of a majority of the members, in number and
value of their interests; and any change of ownership,
whether by sale, gift, death, bankruptcy ay otherwise, which
shall not be followed by election to the asSociation, shall en-
title the owner only to his interest in the association at a
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 ap-
pointed in term or vacation by the judge of the 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 interested, at least five days before
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 treasu-
rer and secretary, who shall hold their respective offices for
one year, and until their successors are duly installed; and
no debt shall be contracted, or liability incurred for said as-
sociation except by one or more of said managers, and no
liability for an amount exceeding* two hundred dollars, ex-
cept against the person incurring it, shall bind said associa~
tion, unless reduced to writing, and signed by a® least two
managers. )

6. The association may, from time to time, divide the
profits of its business in such manner, and to such an amount,
asa majority of its managers may determine, which divi-
dends shall, at any time, diminish or impair the capital of
said association; and any one consenting to adividend which
shall diminish or impair the capital, shall be liable to any
person injured thereby for the amount of such diminution or
impairment.

7. It shall not be lawful for such association to lend its
credit, its 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
& majority in number and value of interest of its members.

8. Such association may be dissolved—first, whenever the
period fixed for its duration expires; second, whenever, by a
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 loca-
ted, ut least six consecutive times; and immediately upon
the commencement of said advertising, said association shall
cease to carry on its business, except so far as may be re-
quired for the beneficial winding up thereof.

9. When any such partnership association shall be dis-
solved, its effects shall be applied and distributed as follows:
First, to the payment of all debts for wages of labor; second,
to the satisfaction of all its other liabilities and indebtedness
pro rata; third, after payment thereof, the same shall be dis-
tributed to and among the members, in proportion to their
respective interest, in the following manner, namely: Three
liquidating trustees shall be elected by the members of the
association, who shall have full power and authority to wihd
up said concern and distribute the net assets thereof among
the members; said trustees to state and settle their accounts,
from time to time, as is now required by law of other trustees.

10. No amendment, modification or repeal of this act shall
affect anything duly done, right acquired, liability incurred,
or penalty, forfeiture or other punishment incurred, or to be
incurred, in respect of any offence against the provisions of
this act, before such amendment, modification’ or repeal
comes into operation.

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