Chapter CLXI. *authorizing limited Partnerships in the District of Columbia.* March 2, 1867. *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, * That limited partnerships for theLimited partnerships for, &c. may be formed in the District of Columbia.
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CHAP. CLXI.— An Act *authorizing limited Partnerships in the District of Columbia.* March 2, 1867. *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, * That limited partnerships for theLimited partnerships for, &c. may be formed in the District of Columbia. transaction of any mercantile, mechanical, or manufacturing business within the District of Columbia may be formed by two or more persons upon the terms, with the rights and powers, and subject to the conditions and liabilities herein prescribed.
Sec. 2. *And be it further enacted, *That such partnership may consistPartnership to consist of general and special partners. of one or more persons, who shall be called general partners, and who shall be jointly and severally responsible as general partners are by law, and of one or more persons, who shall contribute in actual cash payments a specific sum as capital to the common stock, who shall be called specialLiability of each.Number of special partners not to exceed six. partners, and who shall not be liable for the debts of the partnership beyond the fund so contributed by him or them to the capital; but the number of special partners shall in no partnership exceed six.
Sec. 3. *And be it further enacted, *That persons desirous of forming 436 THIRTY-NINTH CONGRESS. Sess. II. Ch. 161. 1867. Mode of forming limited partnerships; certificate to be signed and to state what;such partnerships shall make and severally sign a certificate, which shall contain the name or firm under which such partnership is to be conducted; the general nature of the business intended to be transacted; the names of all the general and special partners interested therein, distinguishing which are general and which are special partners, and their respective places of residence; the amount of capital which each special partner shall have contributed to the common stock; the period at which the partnership is to commence, and the period at which it is to terminate.
Sec. 4. how to be acknowledged and certified, and where to be filed and recorded. *And be it further enacted, *That the certificate shall be acknowledged by the several persons signing the same before a notary public or a judge of any court in the District of Columbia, and such acknowledgments shall be made and certified in the same manner as the acknowledgments of deeds of land, and when so acknowledged and certified shall be filed in the office of the clerk of the supreme court of the District of Columbia, and shall be recorded by him at large in a book kept for that purpose, open to public inspection.
Sec. 5. Affidavit of general partner to be filed with the certificate, and to state what. *And be it further enacted, *That at the time of filing the original certificate, with the evedence of the acknowledgment thereof, as before directed, an affidavit of one or more of the general partners shall also be filed therewith in the same office, stating that the sums specified in the certificate to have been contributed by each of the special partners to the common stock have been actually and in good faith paid in cash.
Sec. 6. Partnership not to be formed until certificate and affidavit are filed.All persons interested to be liable as general partners, if, &c. *And be it further enacted, *That no such partnership shall be deemed to have been formed until a certificate shall have been made, acknowledged, filed, and recorded, nor until an affidavit shall have been made and filed as above directed; and if any false statement (not the result of accident or mistake) shall be made in such certificate or affidavit, all the persons interested in such partnership shall be liable for all the engagements thereof as general partners.
Sec. 7. Terms of the partnership when registered to be published. *And be it further enacted, *That the partners shall publish the terms of the partnership, when registered, three times a week for at least four weeks, immediately after such registry, in two newspapers to be designated by the clerk of the court in which such registry shall be made, the first publication to appear within one week after the registry, and if such publication be not made, the partnership shall be deemed general.
The Affidavits of publication, how made, filed, and effect thereof.affidavits of the publication of such notice by the editors or publishers of the newspapers in which the same shall have been published shall be filed with the clerk directing the same, and shall be prima facie evidence of the facts therein contained; the affidavit of any one editor or publisher of each newspaper being sufficient. Sec. 8. Renewals or continuance of such partnerships. *And be it further enacted, *That every renewal or continuance of such partnership beyond the time originally fixed for its duration shall be certified, acknowledged, and recorded, and an affidavit of a general partner be made and filed, and notice be given in the manner herein required for its original formation; and every such partnership which shall be otherwise renewed and continued shall be deemed a general partnership.
Sec. 9. Certain alterations in the partnership to be deemed a dissolution. *And be it further enacted, *That every alteration which shall be made in the names of the partners, in the nature of the business, or in the capital or shares thereof, or in any other matter specified in the original certificate, shall be deemed a dissolution of the partnership; and every such partnership which shall in any manner be carried on after any such alteration shall have been made shall be deemed a general partnership, unless renewed as a special partnership, under the provisions of the last preceding section.
Sec. 10. Business maybe conducted under what name. *And be it further enacted, *That the business of the partnership may be conducted under the name of any one or more of the general partners, and with or without the addition of the word Co. or company, as the parties may determine; and in any action or suit to be brought on any 437 contract or engagement of the partnership, or to enforce any liability ofIn suits against the partnership the general partners only to be necessary defendants. the same, the general partner or partners whose name or names shall be used in said firm or business shall be the only necessary defendants; and any judgment or decree recovered against said defendant or defendants shall have the same legal effect and operation, and execution thereon shall be enforced and have like effect against the partnership assets as if theEffect of judgments. judgment or decree had been recovered against the general partners.
Sec. 11. *And be it further enacted, *That if the name of any specialGeneral partners to transact the business.Special partners to be liable, if, &c. partner shall be used in the firm with his privity, he shall be deemed a general partner, and the general partners only shall transact the business; and if a special partner shall interfere, contrary to this provision, he shall be deemed a general partner, but he may from time to time examine into the state and progress of the partnership concerns and advise as to their management.
Sec. 12. *And be it further enacted, *That no part of the sum whichSums contributed by special partners not to be withdrawn, &c. any special partner shall have contributed to the capital stock shall be withdrawn by him or paid or transferred to him in the shape of dividends, profits, or otherwise, during the continuance of the partnership, but any partner may annually receive lawful interest on the sum so contributedInterest and profits. by him if the payment of such interest shall not reduce the original amount of such capital; and if, after payment of such interest, any profits shall remain to be divided, he may also receive his portion of such profits.
Sec. 13. *And be it further enacted, *That if it shall appear that, by theIf capital is reduced by payment to special partner, he shall make good the same, &c. payment of interest or profits to any special partner, the original capital has been reduced, the partner receiving the same shall be bound to restore the amount necessary to make good his share of capital, with interest, on being notified thereof. Sec. 14. *And be it further enacted, *That every sale, assignment, orSales, transfers, &c. of partnership property, or, &c. because, or in view, of insolvency, or to give preference, to be void as against creditors. transfer of any property or effects of such partnership, or of any general partner, made by such partnership or general partner when insolvent or in contemplation of insolvency, or after or in contemplation of the insolvency of any general partner, with the intent of giving a preference to any creditor of such partnership or insolvent partner, and every judgment confessed, lien created, or security given by such partnership or general partner under the like circumstances and with the like intent, shall be void as against the creditors of such partnership.
Sec. 15. *And be it further enacted, *That every special partner whoSpecial partners to become liable as general partners if, &c. shall violate any of the provisions of the last two sections, or who shall concur in or assent to any such violation by the partnership or by any individual partner, shall be liable as a general partner. Sec. 16. *And be it further enacted, *That in case of the insolvency orIn case of Insolvency, special partners not to claim as creditors, until, &c. bankruptcy of the partnership no special partner shall, under any circumstances, be allowed to claim as a creditor until the claims of all the other creditors of the partnership shall be satisfied.
Sec. 17. *And be it further enacted, *That all suits respecting the businessSuits respecting partnership business to be brought by and against general partners, except, &c. of the partnership shall be brought by and against the general partners only, except in those cases in which provision is hereinbefore made that special partners shall be deemed general partners and special partnerships general partnerships, when all persons so becoming general partners may be joined with those originally general partners in any suit brought against such partnerships, and except, also, the case provided for in section number ten.
Sec. 18. *And be it further enacted, *That if, in any case or suit broughtProceedings in suits against general and special partners, when special partners appear not to be liable; against general and special partners, and at the trial of the cause, it shall appear that the special partners or any of them are not liable to the writ of the plaintiff, the court may proceed to judgment or decree against the partners who may appear to be liable, in the same manner as if such partners were the only parties defendant to the writ, excepting that the partners who may be deemed not liable shall recover their legal costs 438 THIRTY-NINTH CONGRESS.
Sess. II. Ch. 161, 162. 1867. Proceedings against general partners, when special partners afterwards appear to have become liable.Judgment to be prima facie evidence of, &c.against the plaintiffs; and if creditors shall have recovered a judgment or obtained a decree against general partners only, and shall afterwards discover that special partners or some one or more of them have become liable as general partners, he may bring a new suit against such special partner or partners; and in such suit the judgment recovered as aforesaid shall be prima facie evidence of the amount due by the partnership, and the partnership debt shall not be merged in any judgment or decree recovered or obtained against any partner or partners, as against any other partner or partners.
Sec. 19. Partnership not to be dissolved before the time stated in certificate, unless, &c. *And be it further enacted, *That no dissolution of such partnership by act of the partners shall take place previous to the time specified in the certificate of its formation, or in the certificate of its renewal, unless in consequence of the death of one of the partners, or insolvency of the partnership, or of one of the general partners, nor until a notice of such dissolution shall have been filed and recorded in the clerk’s office in which the original certificate was recorded, and published once a week for four weeks in two newspapers, to be designated by the clerk of the supreme court of the District of Columbia, which publication may be proved by affidavit and recorded as hereinbefore prescribed for the publication of the certificate for the formation of such partnership.
Sec. 20. General partners liable to account to each other and to special partners. *And be it further enacted, *That the general partners shall be liable to account to each other and to the special partners for the management of the concern, both in law and equity. Approved, March 2, 1867.