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lates, may be situated; and when so proved or acknowledged, and TITLE 1. the record thereof when recorded, or the transcript of such record, Effect of remay be read in evidence, in the same manner, and with the like ef- cord, &c. fect, as a conveyance recorded in such county.

corded how

$ 40. No letter or other instrument so recorded, shall be deemed Letters reto be revoked by any act of the party by whom it was executed, un- revoked. less the instrument containing such revocation, be also recorded in the same office, in which the instrument containing the power was recorded.

signment of

$ 41. The recording of an assignment of a mortgage, shall not be Record of asdeemed, in itself, notice of such assignment to a mortgagor, his heirs mortgage, or personal representatives, so as to invalidate any payment made by &c. them, or either of them, to the mortgagee.

rot notice,

es in counties

S 42. The provisions of this Chapter shall not extend to leases for Certain leas life or lives, or for years, in the counties of Albany, Ulster, Sullivan, named, not Herkimer, Dutchess, Columbia, Delaware and Schenectady.20

affected.

New-York.

$43. All the provisions of this Chapter, excepting the eighteenth Register in section, conferring any powers, or imposing any duties, obligations or penalty upon a county clerk, shall extend and apply to the register of the city and county of New-York, in the same manner as if he were county clerk of the said county.

CHAP. IV.

Of Title to Personal Property, in certain cases.

TITLE 1.-Of limited partnerships.

TITLE 2.--Of promissory notes, and bills of exchange.

TITLE 3.-Of the interest of money.

TITLE 4. Of accumulations of personal property, and of expectant estates in such property.

TITLE I.

OF LIMITED PARTNERSHIPS.

SEC. 1. For what purposes limited partnerships may be formed.

2. To consist of general and special partners; their respective liabilities.

3. General partners only, to transact business.

4. Certificate to be signed by all the partners; its contents.

5. Certificates before whom, and how to be acknowledged.

6. In what counties to be filed and recorded.

7., Affidavit also to be filed; its contents.

8. Partnership when deemed formed; effect of false certificate, &c.

9. Terms of partnership how to be published; effect of omission.
10. Affidavits of publication, where to be filed; effect as evidence.

11. Renewals, &c. of partnership, how to be made.

12. Alterations, deemed dissolution of partnership.

(20) Laws of 1823, p. 413, § 5.

TITLE 1. SEC. 13. In what firm and names, business to be carried on.

Purposes of limited partnerships.

Liabilites of general and

uers.

14. Suits to be in names of general partners.

15. Special partner not to withdraw his capital; may receive interest, &c.

16. When to refund interest received by him.

17. Rights of special partners; restrictions upon them.

18. Liability of general partners to account.

19. Liability and punishment of partners guilty of fraud.

20. Assignments, &c. in certain cases, to give preference to creditors, void.

21. Certain assignments, &c. of property of general partners, void.

22. Certain acts of special partner to render him liable.

23. Special partners not to claim as creditors on insolvency of firm.
24. Dissolution by acts of partners, how made and published.

SECTION 1. Limited partnerships for the transaction of any mercantile, mechanical, or manufacturing business, within this state, may be formed by two or more persons, upon the terms, with the rights and powers, and subject to the conditions and liabilities herein prescribed; but the provisions of this Title shall not be construed to authorise any such partnership for the purpose of banking, or making insurance.1

$2. Such partnerships may consist of one or more persons, who special part shall be called general partners, and who shall be jointly and severally responsible as general partners now are by law; and of one or more persons who shall contribute, in actual cash payments, a specific sum as capital, to the common stock, who shall be called special partners, and who shall not be liable for the debts of the partnership, beyond the fund, so contributed by him or them to the capital.

Business, by whom to be

$3. The general partners, only, shall be authorised to transact butransacted. siness and sign for the partnership, and to bind the same.

Certificate to

be signed by

S4. The persons desirous of forming such partnership, shall make

all the part and severally sign a certificate, which shall contain,

ners: its contents.

To be acknowledged

When to be

filed and recorded.

1. The name or firm under which such partnership is to be conducted:

2. The general nature of the business intended to be transacted: 3. The names of all the general and special partners interested therein, distinguishing which are general and which are special, partners, and their respective places of residence:

4. The amount of capital which each special partner shall have contributed to the common stock :

5. The period, at which the partnership is to commence, and the period, at which it will terminate.

$5. The certificate shall be acknowledged by the several persons signing the same, before the chancellor, a justice of the supreme court, a circuit judge, or a judge of the county courts; and such acknowledgment shall be made and certified in the same manner, as the acknowledgment of conveyances of land.

$6. The certificate so acknowledged and certified, shall be filed in the office of the clerk of the county in which the principal place of

(1) The different sections of this Title, except the tenth, and where otherwise noted, are taken, with variations, from the act of 1822, p. 259.

business of the partnership shall be situated, and shall also be record- TITLE 1. ed by him at large, in a book to be kept for that purpose, open to public inspection. If the partnership shall have places of business situated in different counties, a transcript of the certificate, and of the acknowledgment 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. $7. At the time of filing the original certificate, with the evidence Affidavit to of the acknowledgment thereof, as before directed, an affidavit of one or more of the general partners shall also be filed in the same office, stating that the sums, specified in the certificate, to have been contributed by each of the special partners to the common stock, have been actually and in good faith paid in cash.

be filed.

nership deem

$8. No such partnership shall be deemed to have been formed, When partuntil a certificate shall have been made, acknowledged, filed and re-ed formed. corded, nor until an affidavit shall have been filed, as above directed; and if any false statement be made in such certificate or affidavit, all Consequence the persons interested in such partnership, shall be liable for all the ficate, &c. engagements thereof, as general partners.

of false certi

be published.

$9. The partners shall publish the terms of the partnership when Terms of registered, for at least six weeks immediately after such registry, in partnership to two newspapers, to be designated by the clerk of the county in which such registry shall be made, and to be published in the senate district in which their business shall be carried on; and if such publication be Effect of not made, the partnership shall be deemed general.

omission.

lication.

$10. Affidavits of the publication of such notice, by the printers Proof of pubof the newspapers, in which the same shall be published, may be filed with the clerk directing the same, and shall be evidence of the facts therein contained.

&c. of part

$11. Every renewal or continuance of such partnership, beyond Renewals, the time originally fixed for its duration, shall be certified, acknow- nership. ledged and recorded, and an affidavit of a general partner be made and filed, and notice be given, in the manner herein required for its original formation; and every such partnership which shall be otherwise renewed or continued, shall be deemed a general partnership.

alterations.

S 12. Every alteration which shall be made in the names of the Dissolved by partners, in the nature of the business, or in the capital or shares thereof, or in any other matter specified in the original certificate, shall be deemed a dissolution of the partnership; and every such partnership, which shall in any manner be carried on after any such alteration shall have been made, shall be deemed a general partnership, un- partnership. less renewed as a special partnership, according to the provisions of the last section.

When deemed general

$13. The business of the partnership shall be conducted under a Names comfirm, in which the names of the general partners, only, shall be insert

posing firm.

TITLE 1. ed, without the addition of the word "company," or any other general term; and if the name of any special partner shall be used in such firm, with his privity, he shall be deemed a general partner.

Suits, in whose names

Capital of special part

withdrawn.

When he may receive interest.

$14. Suits in relation to the business of the partnership, may be brought and conducted, by and against the general partners, in the same manner as if there were no special partners.

$15. No part of the sum, which any special partner shall have ner not to be contributed to the capital stock, shall be withdrawn by him, or paid or transferred to him, in the shape of dividends, profits or otherwise, at any time during the continuance of the partnership; but any partner may annually receive lawful interest on the sum so contributed by him, if the payment of such interest shall not reduce the original amount of such capital; and if, after the payment of such interest, any profits shall remain to be divided, he may also receive his portion of such profits.2

When to refund interest.

Rights of spe

$ 16. If it shall appear, that by the payment of interest or profits to any special partner, the original capital has been reduced, the partner receiving the same, shall be bound to restore the amount necessary to make good, his share of capital, with interest.

$17. A special partner may, from time to time, examine into the cial partners. state and progress of the partnership concerns, and may advise as to Restrictions. their management; but he shall not transact any business on account of the partnership, nor be employed for that purpose as agent, attorney, or otherwise. If he shall interfere, contrary to these provisions, he shall be deemed a general partner

General part

ners to account.

Punishment

$18. The general partners shall be liable to account to each other, and to the special partners, for their management of the concern, both in law and equity, as other partners now are, by law.

$ 19. Every partner who shall be guilty of any fraud in the affairs of part of the partnership, shall be liable civilly to the party injured, to the

partners fraud.

Certain transfers void.

extent of his damage; and shall also be liable to an indictment for a misdemeanor, punishable by fine or imprisonment, or both, in the discretion of the court by which he shall be tried.

S20. Every sale, assignment, or transfer of any of the property or effects of such partnership, made by such partnership when insolvent, or in contemplation of insolvency, or after, or in contemplation of, the insolvency of any partner, with the intent of giving a preference to any creditor of such partnership or insolvent partner, over other creCertain judg-ditors of such partnership; and every judgment confessed, lien creat curities void. ed, or security given, by such partnership, under the like circumstances, and with the like intent, shall be void, as against the creditors of such partnership.

ments and se

(2) Laws of 1827, p. 249; of 1822, p. 259, § 11.

pro

TITLE 2.

Certain trans.

their property

paituers, void

S21. Every such sale, assignment, or transfer of any of the perty or effects of a general or special partner, made by such general or special partner, when insolvent, or in contemplation of insolvency, fers, &c. of or after or in contemplation of the insolvency of the partnership, with by general the intent of giving to any creditor of his own, or of the partnership, a preference over creditors of the partnership; and every judgment confessed, lien created, or security given, by any such partner, under the like circumstances, and with the like intent, shall be void, as against the creditors of the partnership.

partner to be

$ 22. Every special partner, who shall violate any provision of When special the two last preceding sections, or who shall concur in, or assent to, come liable. any such violation by the partnership or by any individual partner, shall be liable as a general partner.

$ 23. In case of the insolvency or bankruptcy of the partnership, When not to no special partner shall, under any circumstances, be allowed to claim ditor. as a creditor, until the claims of all the other creditors of the partnership shall be satisfied.

by acts of

$ 24. No dissolution of such partnership by the acts of the parties, Dissolution shall take place previous to the time specified in the certificate of its partners. formation, or in the certificate of its renewal, until a notice of such dissolution shall have been filed and recorded in the clerk's office in which the original certificate was recorded, and published once in each week for four weeks, in a newspaper printed in each of the counties where the partnership may have places of business, and in the state paper.

TITLE II.

OF PROMISSORY NOTES, AND BILLS OF EXCHANGE.

SEC. 1. Effect of promissory notes payable to order or bearer.

2. Same effect given to notes signed by an agent.

3. Word "person" in two last sections, to extend to corporations. 4. When actions by payees, endorsees and holders to be maintained. 5. Effect of notes payable to order of maker or of fictitious, person. 6. Acceptances of bills of exchange to be in writing and signed. 7. If acceptance on separate paper, when, &c. to bind acceptor. S. When unconditional promise to accept, to be deemed acceptance. 9. Refusal to accept on bill when required, deemed refusal to accept. 10. Rights of drawers of bills on previous promise to accept, not affected. 11. When destruction of bill or refusal to return it, deemed acceptance. 12. When registry of inhabitants of New-York to be kept by clerk. 13. Inhabitants to register names and places to which notices, &c. to be sent. 14. Drafts, &c. may be presented, and notices, &c. served, at place designated. 15. If registry not made, drafts, &c. may be presented to clerk.

16. And notices, &c. may be served by leaving at post-office.

17. When preceding provisions not to operate.

18. Rates of damages on protest for non-payment of bills of exchange.

19. Damages in lieu of interest, &c. to time of notice of non-payment.

20. If bill payable in money of United States, rate of exchange not to be regarded. 21. If payable in foreign currency, amount due to depend on rate of exchange.

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