§ 3083. Powers of partners in liquidation; restriction regarding obligations (a) A partner authorized to act in liquidation may: (1) collect, compromise, or release any debts due to the partnership; (2) pay or compromise any claims against the partnership; (3) dispose of the property of the partnership; and (4) indorse, in the name of the partnership, promissory notes or other obligations held by the partnership for the purpose of collecting them. (b) A partner authorized to act in liquidation may not create any new obligations in the name of the partnership or revive a debt against the firm, by an acknowledgment, when an action thereon is barred by Title 5. CHAPTER 83-SPECIAL PARTNERSHIP SUBCHAPTER I-GENERAL PROVISIONS Sec. 3121. Formation of special partnership. 3122. Composition of special partnership. 3123. Certified statement. 3124. Acknowledgment and recordation of certificates; false statements. 3125. Affidavit as to sums contributed. 3126. Compliance with sections 3121-3125. 3127. Renewal of special partnership. SUBCHAPTER II—POWERS, RIGHTS, AND DUTIES OF PARTNERS 3151. Transaction of business by general partners. 3152. Powers of special partners; claims. 3153. Actions by and against general partners. 3154. Withdrawal of capital. 3155. Interest and profits. 3156. Result of withdrawing capital. 3157. Preference transfers void. SUBCHAPTER III-LIABILITY OF PARTNERS 3181. Liability of general partners. 3182. Liability of special partners. 3183. Liability for unintentional act. 3184. Who may question existence of special partnership. SUBCHAPTER IV-ALTERATION AND DISSOLUTION 3201. When special partnership becomes general. Subchapter I-General Provisions § 3121. Formation of special partnership A special partnership may be formed by two or more persons, in the manner and with the effect prescribed in this chapter, for the transaction of any business except banking or insurance by an insurer. § 3122. Composition of special partnership A special partnership may consist of one or more persons called general partners, and one or more persons called special partners. § 3123. Certified statement Persons desirous of forming a special partnership shall severally sign a certificate, stating the: (1) name under which the partnership is to be conducted; (3) names of all the partners, and their residences, specifying which are general and which are special partners; (4) amount of capital which each special partner has contributed to the common stock; and (5) periods at which the partnership will begin and end. 3124. Acknowledgment and recordation of certificates; false statements Certificates pursuant to section 3123 of this title shall be acknowledged by all the partners, before the clerk of the district court and filed in his office, and shall be open to public inspection. If a false statement is made in a certificate, all the persons interested in the partnership are liable, as general partners, for all the engagements thereof. § 3125. Affidavit as to sums contributed An affidavit of each of the partners, stating that the sums specified in the certificate of the partnership as having been contributed by each of the special partners, have been actually and in good faith paid, in lawful money of the United States, shall be filed in the office of the clerk of the district court with the original certificate specified by sections 3123 and 3124 of this title. § 3126. Compliance with sections 3121-3125 A special partnership is not formed until sections 3121-3125 of this title are complied with. § 3127. Renewal of special partnership Every renewal or continuance of a special partnership shall be certified, filed, and verified in the same manner as upon its original formation. Subchapter II-Powers, Rights, and Duties of Partners 83151. Transaction of business by general partners The general partners only have authority to transact the business of a special partnership. § 3152. Powers of special partners; claims (a) A special partner may: (1) at all times investigate the affairs of the partnership, and advise his partners, or their agents, as to their management; and (2) lend money to the partnership, or advance money for it, and take from it security therefor. (b) As to loans or advances referred to in subsection (a) of this section, a special partner has the same rights as any other creditor; but in case of the insolvency of the partnership, all other claims which he may have against it shall be postponed until all other creditors are satisfied. § 3153. Actions by and against general partners In all matters relating to a special partnership, its general partners may sue and be sued alone, in the same manner as if there were no special partners. 83154. Withdrawal of capital A special partner, under any pretense, may not withdraw any part of the capital invested by him in the partnership, during its continuance. § 3155. Interest and profits A special partner may receive such lawful interest and such proportion of profits as may be agreed upon, if not paid out of the capital invested in the partnership by him, or by another special partner, and is not bound to refund the same to meet subsequent losses. § 3156. Result of withdrawing capital If a special partner withdraws capital from the firm, contrary to this subchapter, he thereby becomes a general partner. § 3157. Preference transfers void A transfer of the property of a special partnership, or of a partner therein, made after or in contemplation of the insolvency of the partnership or partner with intent to give a preference to any creditor of the partnership or partner over any other creditor of the partnership, is void against the creditors thereof. A judgment confessed, lien created, or security given, in like manner and with the like intent, is in like manner void. Subchapter III-Liability of Partners § 3181. Liability of general partners The general partners in a special partnership are liable to the same extent as partners in a general partnership. § 3182. Liability of special partners The contribution of a special partner to the capital of the firm, and the increase thereof, is liable for its debts, but he is not otherwise liable therefor, except as follows: (1) if he has willfully made or permitted a false or materially defective statement in the certificate of the partnership, the affidavit filed therewith, or the published announcement thereof, he is liable, as a general partner, to all creditors of the partnership; (2) if he has willfully interfered with the business of the partnership, except as permitted by sections 3151-3157 of this title, he is liable in like manner; or (3) if he has willfully joined in or assented to an act contrary to a provision of 3151-3157 of this title, he is liable in like manner. § 3183. Liability for unintentional act When a special partner has unintentionally done any of the acts specified by section 3182 of this title, he is liable, as a general partner, to any creditor of the firm who has been actually misled thereby to his prejudice. § 3184. Who may question existence of special partnership One who, upon making a contract with a partnership, accepts from or gives to it a written memorandum of the contract, stating that the partnership is special, and giving the names of the special partners, may not afterwards charge the persons thus named as general partners upon that contract, by reason of an error or defect in the proceedings for the creation of the special partnership, prior to the acceptance of the memorandum, if an effort has been made by the partners, in good faith, to form a special partnership in the manner required by sections 3121-3127 of this title. Subchapter IV-Alteration and Dissolution § 3201. When special partnership becomes general A special partnership becomes general if, within ten days after any partner withdraws from it, or any new partner is received into it, or a change is made in the nature of its business or in its name, a certificate of that fact, duly verified and signed by one or more of the partners, is not filed with the clerk of the district court. § 3202. Admission of new special partners New special partners may be admitted into a special partnership upon a certificate, stating the names, residences, and contributions to common stock of each of them, signed by each of them, and by the general partners, verified, acknowledged, and filed with the clerk of the district court. § 3203. Dissolution of special partnership; notice A special partnership is subject to dissolution in the same manner as a general partnership, except that a dissolution, by the act of the partners, is not complete until a notice thereof has been filed and recorded in the office of the clerk of the district court, and published once in each week, for four successive weeks, in a newspaper of general circulation in the Canal Zone. § 3204. Use of name of special partner The name of a special partner may not be used in the firm name of partnership, unless it be accompanied with the word "limited." CHAPTER 85-INSURANCE IN GENERAL SUBCHAPTER I-GENERAL PROVISIONS Sec. 3241. Scope of chapter. 3242. Definition of insurance. 3243. Insurer and insured. 3244. Time for exercising right of rescission. SUBCHAPTER II-EVENTS SUBJECT TO INSURANCE 3261. Events generally. 3262. Lottery. 3263. Gaming or wager. SUBCHAPTER III-PARTIES TO CONTRACT 3281. Capacity to insure. 3282. Capacity to be insured. 3283. Effect of loss payable clause or assignment to mortgagee. 3284. Same; acts of parties. 3285. Insurer's consent to transfer; effect of mortgagor's acts. SUBCHAPTER IV-INSURABLE INTEREST 3301. Definition of insurable interest. 3302. Property interests. 3303. Contingent or expectant interests. 3304. Measure of interest. 8305. Interest of carrier or depositary. 3306. Lack of insurable interest. 3307. When insurable interest must exist. 3308. Waiver of requirement void. 8309. Effect of transfer. 3310. Change of interest after loss. 3311. Change of interest in separate subject. 3312. Transfer of interest between partners. 3313. Transfer of subject matter. |