Section 1095.- The creditors of a limited partnership have no action against the partners with limited liability as long as the partnership is not dissolved.

After the dissolution of the partnership, they can enter actions against every partner with limited liability up to the following amounts :

                  (1) The part of the contribution of such partner which has not been delivered to the partnership ;

                  (2) Such part of the contribution as the partner may have withdrawn from the assets of the partnership ;

                  (3) Dividends and interest which the partner may have received in bad faith and contrary to the provisions of Section 1084.

 

CHAPTER IV

LIMITED COMPANIES

PART I

NATURE AND FORMATION OF LIMITED COMPANIES

 

Section 1096.- A limited company is that kind of which is formed with a capital divided into equal shares, and the liability of the shareholders is limited to the amount, if any, unpaid on the shares respectively held by them.

 

Section 1096 bis.- (Repealed)

 

Section 1097.- Any seven or more persons may, by subscribing their names to a memorandum and otherwise complying with the provisions of this Code, promote and form a limited company.

 

Section 1098.- The memorandum must contain the following particulars :

                  (1) The name of the proposed company, which must always end with the word “limited” ;

                  (2) The part of the Kingdom in which the registered office of the company shall be situated ;

                  (3) The objects of the company ;

                  (4) A declaration that the liability of the shareholders shall be limited ;

                  (5) The amount of share capital with which the company proposes to be registered, and the divisions thereof into shares of a fixed amount ;

                  (6) The names, addresses, occupations and signatures of the promoters, and the number of shares subscribed by each of them.

 

Section 1099.- The memorandum must be made in two original copies at least and signed by the promoters, and the signatures shall be certified by two witnesses.

One of the copies of the memorandum must be deposited and registered at the Registration Office of that part of the Kingdom in which the registered office of the company is declared to be situated.

 

Section 1100.- Every promoter must subscribe at least one share.