Hill, Keiser & Co. v. Stetler

Citations

• 127 Pa. 145
• 10 Sadler 90
• 13 A. 306
• 1888 Pa. LEXIS 707

Syllabus

<p>[To be reported.]</p> <p>1. Where the recorded statement oía limited partnership organized under the act oí June 2,1874, P. L. 271, set out that the total amount of capital was $25,000 “ payable in lawful money on the execution hereof,” but the association began business with no part of its capital paid in, and opened and kept no subscription list book, its organization was not in compliance with the requirements of the act and the members were liable as general partners.</p> <p>2. Persons who subscribe but do not contribute, and who by failing to keep a “ subscription list book,” as required by the act, withhold from the public the means of knowing the amount of capital within reach, are not within the protection of the act, but are liable individually as general partners, including a member subsequently coming in affeeted with notice of the defective organization.</p> <p>3. While it is not necessary that the entire capital should be paid in, before a limited partnership may begin business, yet it has no right to begin until some part of its capital subscribed has been actually paid; its statement should show when and in what amounts the subscriptions are to be paid, and the subscription list book required should thereafter show the payment or non-payment of the instalments as they fall due.</p>