Chap. 69.—An ACT to amend sections 2864, 2805. 287]. as amended. and seetion
Ysvooof the Code of Virginia in relation to Hmited partnerships,

Approved February 21, 7903,

Be it enacted by the general assembly of Virgima., That section
twenty-eight hundred and sixty-four, section twenty-cight hundred) and
SIXNEV-H Ve, section twoniv- ara hundred and seventy-one (as that section
Ix Amended dy the act of February twenty-ninth, eighteen hundred ane
@ehtveerehty. and scetion twentyeecicht hundred and seventy-five of the
Code of Virginia. concerning limited nartherships., be, and the same are
hereby, amended so as to read as follows:

$2864. Of whem to consist: lability of general and special partners.—
Any such partnership may consist of one or more persons as general part-
ners, Who shall be responsible es general partners Gow are, and of one or
more persons az special partners, who, contributing to the common: stock
as capital a sim im cash er other property at eash value, shall met he
personally hable for any debts of the partnership except as herema'ter
Inentioned,

S205, What paper to be mado and signed: what oath to be made lw
general partners. —The persons forming any such partne rehip shall make
and sever: ally stun a papers whieh shall state the name and place of r<i-
donee of cach partner, the nate or irm mane under which the partnersiir
Ix to be conducted. who are venern| and who are special partners, the sium
Which each special partner contr bats. am whet such contribution is

Inade in-cash or in other yp ror erty at ensh value. or to what extent mn each.
the eeneral nature of the business to he transacte dl, the place or places a?
said business, the duratien of the partnerships and if the partnership ts
to be dissolved Inv the death of the special partners or any One Of Tere
oi them before the expiration of the period named for its duration, :
must be expressly so stated in said paper. One or more of the genera!
partners shall also make oath that cach sum so stated to be contributed
has been actually contributed in the form: set forth mm said paper,

S2S7T1. Plow the busines< to he eonducted, et cetera.—The names of the
partners, with a designation ef 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
eondueted under such name, style or firm name as the partners may choos:
to adopt. which. however, shall net contain therem the names of the
special partners or of any one of them. Tf, however, the partnership is a
successor to an old) business, it may advertise itself as such successor,
although the stvle or name under which such old business was conducted
eentains in it the names of the special partners or of some one or more
of them. Phe general partners only shall he authorized to make a con-
tract (with others than the partners) respecting the concerns of the part-
nership or to transact ifs business. Tf such partnership fail to comply
with the preceding provisions of this section, or if the name of anv special
partner be used with his privity in connection with any firm contract, or
if he transact business for the partnership as agent or otherwise, he shall
he Hable as a general partner: provided, however, that any special partner
or any other firm or asseciation of which he js a member may, without
thereby making the partnership general or such special partner lable 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 fer the payment of such
ecods 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 remedics 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 tots Tainagement,

$2875. Dissolution of partnership: how effected by act of the parties ;
when ‘leat h of special partner operates as.—A limited partnership shall
he subject to dissolution in the same manner and for lke causes ag a
general partnership, except that the death of the special partners or anv
one or more of them hefore the expiration of the period fixed for the dura-
tien of the partnership shall not work a dissolution of the partnership
unless it is expressly so stated in the paper required by section twenty-
eeht hundred and sixty-five. Nor shall anv dissolution of the partner-
ship take place by the act of the partics hefore 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 Ina newspaper (if such there be) printed in each of the counties
and corporations im which the place or places of business of the partner-
ship mav have heen: or aif no newspaper be published in any such county
or corporation, the notiee shall he posted for four successive weeks at the
front decor of the courthouse of each of said counties and corporations
nor unless and until such netice or a copy thereof be admitted to record
in the counties and corporations mn whieh the paper mentioned in sections
twenty-crght hundred and sixty-five and twentyv-aight hundred and sixtyv-
six is directed to be recorded. Sueh recordation shall be in the hook
provided for by said section twenty-eight hundred and sixty-six, and shall
he mdexed in the name of the partnership.

This act shall be im force from its passage.