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The Annotated Code of the Public Civil Laws of Maryland, 1911
Volume 372, Page 1610   View pdf image (33K)
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1610 PARTNERSHIP——LIMITED. [ART. 73

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.

Object of sections 2 to 7. Purpose of the provision of this section with
reference to the special partner's contribution being In actual cash. This
condition must be strictly complied with—the contribution can not be partly
in cash and partly in goods, credits, etc. What amounts to a payment in
"actual cash"? If the law is not complied with, the good faith of the parties
is immaterial. Lineweaver v. Slagle, 64 Md. 482.

The liability of special partners distinguished from that of general part-
ners. The object of the provision ttat the special partner's contribution shall
be made in actual cash. The special partner's contribution stands in the
place of his personal liability. Safe Deposit Co. v. Cahn, 102 Md. 546.

1904, art. 73. sec. 3. 1888, art. 73, sec. 3. 1860, art. 72, sec. 3. 1836, ch. 97, sec. 3.

3. Persons desirous of forming such partnership shall make and
severally sign a certificate which 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 part-
ners 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.
See notes to sec 2.

Ibid. sec. 4. 1888, art 73, sec. 4. 1860, art. 72, sec. 4. 1836, ch. 97, sec 4.

1884, ch. 65.

4. The certificate shall be acknowledged by the several persons sign-
ing the same before any officer authorized to take the acknowledgments
of deeds conveying land in this State, and such acknowledgments shall
be made and certified to in the same manner as the acknowledgments of
such deeds; and when so acknowledged and certified shall be filed in
the office of the clerk of the circuit court for the county in which the
principal place of business of the partnership shall be, or, if it be in the
city of Baltimore, in the office of the clerk of the superior court of Balti-
more city, and shall be recorded by him at large in a book kept for that
purpose, open to public inspection; and if the partnership shall have
places of business situated in different counties, or in a county and the
city of Baltimore, a transcript of the certificate and of the acknowledg-
ment thereof duly certified by the clerk in whose office it shall be filed,
under his official seal, shall be filed and recorded in like manner in the
office of the clerk of every such county or city.

A limited partnership is not converted into a general one by the fact that
its principal office is out of the state, whereas the certificate declares that
Its principal place of business in Maryland is located in Baltimore city. Safe
Deposit Co. v. Cahn, 102 Md. 545.

See notes to sec 2.

Ibid. sec. 5. 1888, art. 73. sec. 5. 1860, art. 72, sec. 5.
1836, ch. 97, sec. 5.

5. At the time of filing the original certificate with the evidence of
the acknowledgment thereof, as before directed, an affidavit of one or

 

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The Annotated Code of the Public Civil Laws of Maryland, 1911
Volume 372, Page 1610   View pdf image (33K)
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