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SUMMARY OF REPORT

OF THE

COMMITTEE ON UNIFORM STATE LAWS.

(For full Report see AMERICAN BAR ASSOCIATION JOURNAL for July, pp. 525-529.)

In its report to the American Bar Association, the Committee on Uniform State Laws emphasizes the need of co-operation by the members of the Association in order that the important work of unifying the state laws may be quickly accomplished. While the commissions are energetic in their applications to their respective legislatures to enact into law the uniform measures proposed by the Conference of Commissioners, nevertheless it is of the greatest importance that the members of the Association, through their local, state and city bar associations and as individuals, should exert themselves to give the backing necessary to this important movement.

During the last year, the uniform measures advocated by the committee have been enacted into law in the following states:

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Throughout the whole of each year the committees of the Conference of Commissioners are constantly considering new subjects for uniform codification. When a subject, chosen because of its greater relative importance, is selected, the work of preparing a draft of an act on that subject is pushed forward as rapidly as possible. Years have been spent in the collection of data, in the comparison of various enactments throughout this and other countries, and in the preparation of a measure which will conflict as little as possible with existing legislation and at the same time be capable of harmonious interpretation and effective enforcement.

Of course the construction by the courts of the uniform acts in different ways would destroy the efficacy of the system of uniformity, and so the Conference has adopted certain methods of procedure which will obviate this possibility.

The Conference also announces the preparation of a handbook showing the uniform acts so far adopted, the states in which they have been enacted, and the various decisions rendered upon their provisions. This compilation is to be published shortly, and is bound to be of the greatest value in promoting a wider knowledge of the uniformity of laws and a greater uniformity of judicial decisions than is now possible.

The report concludes with the recommendation of two new uniform measures for approval by the Association, viz.: the Uniform Limited Partnership Act and the Uniform Act for the Extradition of Persons of Unsound Mind.

These acts were approved by the American Bar Association at its meeting at Saratoga Springs, N. Y., September 4, 5 and 6, 1917, and were recommended by the Association for enactment by the legislatures of the various states, and are as follows:

CHARLES THADDEUS TERRY, Chairman.

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SEC. 4.

SEC. 5.

SEC. 6.

SEC. 7.

Limited Partner not Liable to Creditors.

SEC. 8.

Character of Limited Partner's Contribution.

Name not to Contain Surname of Limited Partner,
Exceptions.

Liability for False Statements in Certificate.

Admission of Additional Limited Partners.

SEC. 9.

SEC. 10.
SEC. 11.

Rights, Powers and Liabilities of a General Partner.
Rights of a Limited Partner.

SEC. 12.

SEC. 13.

SEC. 14.

SEC. 15.

SEC. 16.

SEC. 17.

Status of Person Erroneously Believing Himself a Limited
Partner.

One Person both General and Limited Partner.

Loans and other Business Transactions with Limited
Partner.

Relation of Limited Partners Inter se.

Compensation of Limited Partner.

Withdrawal or Reduction of Limited Partner's Contribution.
Liability of Limited Partner to Partnership.

SEC. 18.

Nature of Limited Partner's Interest in Partnership.
Assignment of Limited Partner's Interest.

SEC. 20.

SEC. 21.

SEC. 19.

Effect of Retirement, Death or Insanity of a General
Partner.

Death of Limited Partner.

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Requirements for Amendment and for Cancellation of Certificate.

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SEC. 29. Rules for Cases not Provided for in this Act.

SEC. 30.

Provisions for Existing Limited Partnerships.

SEC. 31. Act (Acts) Repealed.

AN ACT TO MAKE UNIFORM THE LAW RELATING TO LIMITED PARTNERSHIPS.

Be it enacted, etc., as follows:

SECTION 1. [Limited Partnership Defined.] A limited partnership is a partnership formed by two or more persons under the provisions of Section 2, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership. SEC. 2. [Formation.] (1) Two or more persons desiring to form a limited partnership shall

(a) Sign and swear to a certificate, which shall state
I. The name of the partnership,

II. The character of the business,

III. The location of the principal place of business, IV. The name and place of residence of each member; general and limited partners being respectively designated.

V. The term for which the partnership is to exist,

VI. The amount of cash and a description of and the agreed value of the other property contributed by each limited partner,

VII. The additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made,

VIII. The time, if agreed upon, when the contribution of each limited partner is to be returned.

IX. The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution,

X. The right, if given, of a limited partner to substitute an assignee as contributor in his place, and the terms and conditions of the substitution,

XI. The right, if given, of the partners to admit additional limited partners,

XII. The right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by way of income, and the nature of such priority,

XIII. The right, if given, of the remaining general partner or partners to continue the business on the death, retirement or insanity of a general partner, and

XIV. The right, if given, of a limited partner to demand and receive property other than cash in return for his contribution.

(b) File for record the certificate in the office of [here designate the proper office].

(2) A limited partnership is formed if there has been substantial compliance in good faith with the requirements of paragraph (1).

SEC. 3. [Business Which May be Carried On.] A limited partnership may carry on any business which a partnership without limited partners may carry on, except [here designate the business to be prohibited].

SEC. 4. [Character of Limited Partner's Contribution.] The contribution of a limited partner may be cash or other property, but not services.

SEC. 5. [A Name Not To Contain Surname of Limited Partner; Exceptions.] (1) The surname of a limited partner shall not appear in the partnership name, unless

(a) It is also the surname of a general partner, or

(b) Prior to the time when the limited partner became such the business had been carried on under a name in which his surname appeared.

(2) A limited partner whose name appears in a partnership name contrary to the provisions of paragraph (1) is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that he is not a general partner.

SEC. 6. [Liability for False Statements in Certificate.] If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false

(a) At the time he signed the certificate, or

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