Chap. 185.—An ACT to amend and re-enact section 2878 in chapter 135 of the
Code of Virginia, relating to partnership associations with limited liability, and
also to provide that such an association shall sue and be sued only in their
association name, and may take, hold, and convey real estate in like manner.

Approved March 14, 1902.

1. Be it enacted by the general assembly of Virginia, That section
twenty-eight hundred and seventy-eight in chapter one hundred and
thirty-five of the Code of Virginia be aménded and re-enacted so as to
read as follows:

§ 2878. When three or more persons desire to form a partnership asso-
ciation for the purpose of conducting any lawful business in or out of this
State, whose principal office or place of business shall be in this State, by
contributing capital thereto, which capital only shall be liable for the
debts of the association, they may sign and acknowledge, before any per-
son authorized to take acknowledgments of deeds in this State, a state-
ment in writing, in which shall be set forth the name of the association,
with the word “limited” added as a part thereof; the names of the officers
and members composing it, its contemplated duration not, however, to
exceed twenty years; the character and location of the business to be con-
ducted ; the total amount of capital of the association, when and how to
be paid, and the amount subscribed by each member. Contributions to
the capital of such an association may be made either in money or in real
or personal estate at a reasonable valuation to be approved by all the
members subscribing to the capital of such association; and in the said
statement subscriptions to the capital, whether in cash or in property,
shall be certified in this respect according to the fact; and when property
has been contributed as part of the capital, a schedule containing the
names of the parties so contributing, with a description and valuation of
the property so contributed, shall be inserted. And any amendment of
the said statement, made for the purpose of increasing the capital stock
or for other purpose, shall be made only in like manner. Such statement
and amendments shall also contain such a waiver as is mentioned in sec-
tion thirty-six hundred and forty-seven of the Code by each member as to
anv debt he may at any time owe the association. And the said statement
and amendments shall be recorded in the partnership book, as limited
partnerships are directed to be recorded in section twenty-eight hundred
and sixty-six of the Code, in the clerk’s office of the court of the countv
or corporation wherein the principal office of the association is estab-
lished ; and the said statement and amendments shall also be published
once a week for two successive weeks in a newspaper published in such
county or corporation, if one there be. The association shall also keep at
all times a subscription book, showing the names of its members and the
amount of capital remaining unpaid upon their respective subscriptions.
which book shall be open to the inspection of creditors and members of
the association at all reasonable times. A fee shall be paid to the clerk
in whose office the said statement is directed to be recorded by any part-
nership association that may hereafter be organized under this section,
which fee shall be equal to one-half the charter fee which such associa-
tion would have been required by law to pay if incorporated under section
eleven hundred and forty-five of the Code of Virginia. The clerk shall
not admit the said statement to record until the said fee shall have been
paid, and after recording said statement he shall pay into the State treas-
ury the said fee in the mode prescribed by law. But the validity of any
partnership association that may have been created under and by virtue
of this section, before this amendment comes into operation, shall not be
affected by any change that is hereby made in this section.

2. That every partnership association which has heretofore been
created under and by virtue of section twenty-eight hundred and seventy-
eight of the Code of Virginia, or which may hereafter be created under
the said section as amended by this act, shall sue and be sued in their
association name, and not in or by the individual names of the members
thereof. And service of process against, or notice to, any such association
in any suit or legal proceeding shall be made upon the president, secre-
tary, or treasurer thereof, which service shall be as complete and effective
as if made upon each and every member of such association.

3. That any such association may take, hold, encumber, lease, and con-
vey real estate or interest therein in their association name either in fee
simple or for any less estate. And such an association shall have the right
to adopt and use a common seal, and to acknowledge their deeds or other
writings by their president and secretary. But nothing contained in this
act shall be construed to have the effect of incorporating partnership asso-
ciations.