Second Tentative Draft of an Act to Make Uniform the Law Relating to Partnerships with Contributing Members1916 - 18 sider |
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Additional Contributors assignee as contributor Assignment of Contributor's assignor asso become a partner become a substituted cancellation or amendment capital Character of Contributor's Commercial Law Commissioners on Uniform Conference of Commissioners CONTRIBUTING MEMBERS SUBMITTED Contributor and Partner Contributor's Contribution Contributor's Interest Contributor's Return contributors on account Contributors to Partnership Creditors of Contributor Death of Contributor Death or Insanity debtor contributor dissolution False Statements income Inter Se Liability of Contributors limited partner loan ment National Conference Nature of Contributor's owing to contributors owing to partners Partnership Name partnership property Partnership with Contributing partnership without contributing Person Both Contributor Powers and Liabilities preferred creditor principal place profits provisions of paragraph quent agreement Reduction of Contributor's Relating to Partnerships retirement or insanity Rules of Construction second tentative draft Section 24 sense a partner SHIPS WITH CONTRIBUTING statutes substituted contributor take a share tributing Members tributor Uniform State Laws uniform the law Withdrawal or Reduction
Populære avsnitt
Side 4 - ... policy requires a person who contributes to the capital of a business, acquires an interest in the profits, and some degree of control over the conduct of the business, to become bound for the obligations of the business; provided creditors have no reason to believe at the times their credits were extended that such person was so bound. Second: That persons in business should be able, while remaining themselves liable without limit for the obligations contracted in its conduct, to associate with...
Side 3 - 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 filed, as above directed; and if any false statement be made in such certificate or affidavit, all the persons interested in such partnership, shall be liable for all the engagements thereof, as general partner?.
Side 5 - ... 2 (2)). This provision eliminates the difficulties which arise from the recognition of de facto associations, made necessary by the assumption that the association is not formed unless a strict compliance with the requirements of the act is had. Third: The limited partner, not being in any sense a...
Side 14 - In those states where a creditor on beginning an action can attach debts due the defendant before he has obtained a judgment against the defendant It is recommended that paragraph (1) of this section read as follows: On due application to a court of competent jurisdiction by any creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of such...
Side 2 - The business reason for the adoption of acts making provisions for limited or special partners is that men in business often desire to secure capital from others. There are at least three classes of contracts which can be made with those from whom the capital is secured : One, the ordinary loan on interest ; another, the loan where the lender, in lieu of interest, takes a share in the profits of the business ; third, those cases in which the person advancing the capital secures, besides a share in...
Side 2 - ... obligations of those actually conducting the business. Later decisions have much modified the earlier cases. The lender who takes a share in the profits, except possibly in one or two of our jurisdictions, does not by reason of that fact run a risk of being held as a partner. If, however, his contract falls within the third class mentioned, and he has any measure of control over the business, he at once runs serious risk of being held liable for the debts of the business as a partner ; the risk...
Side 4 - Third: The limited partner not being in any sense a principal in the business, failure to comply with the requirements of the act in respect to the certificate, while it may result in the nonformation of the association, does not make him a partner or liable as such. The exact nature of his ability in such cases is set forth in Sec. 11.
Side 2 - ... business, he at once runs serious risk of being held liable for the debts of the business as a partner; the risk increasing as he increases the amount of his control. The first Limited Partnership Act was adopted by New York in 1822 ; the other commercial states, during the ensuing 30 years, following her example. Most of the statutes follow the language of the New York statute with little material alteration. These statutes were adopted, and to a considerable degree interpreted by the courts,...
Side 18 - This Act. In any case not provided for in this act, the rules of law and equity, including the law merchant, and in particular the rules relating to the law of principal and agent and to the effect of fraud, misrepresentation, duress or coercion, mistake, bankruptcy, or other invalidating cause, shall continue to apply to contracts to sell and to sales of goods.
Side 3 - ... liability and becomes, as far as those dealing with the business are concerned, in all respects a partner. The courts in thus interpreting the statutes, although they made an American partnership with limited members something very different from the French Societe en Commandite from which the idea of the original statutes was derived, unquestionably carried out the intent of those responsible for their adoption. This is shown by the very wording of the statutes themselves. For instance, all...