poses Limited be formed.

General and Spe

(1269.) SECTION 1. Limited partnerships for the transaction For what pur of any mercantile, mechanical, or manufacturing business, Partnerships may 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 hereinafter provided; but nothing in this chapter contained shall be construed to authorize any such partnership for the purposes of banking or insurances. (1270.) SEC. 2. Limited partnerships may consist of one or Liabilities of more persons, who shall be called general partners, and who cial Partners. shall be jointly and severally responsible as general partners now are by law, and of one or more persons who shall contribute a specific amount of capital, in cash or other property, at cash value, to the common stock, who shall be called special partners, and who shall not be liable for the debts of the partnership, beyond the amount of the fund so contributed by them respectively to the capital, except as hereinafter provided.

ness to be trans

acted.

By whom Busi- (1271.) SEC. 3. The general partners only shall be authorized to transact business, to sign for the partnership, and to bind the same.

Certificate, its contents.

How Certificate to be acknowledged.

Certificate to be filed and recorded.

When Certificate to be filed and

ferent Counties.

(1272.) SEC. 4. The persons desirous of forming such partnership, shall make and severally sign a certificate, which shall contain:

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

2. The general nature of the business to be transacted;

3. The names of all the general and special partners interested therein, distinguishing which are general partners, and which are special partners, and their respective places of residence;

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

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

(1273.) SEC. 5. Such certificate shall be acknowledged by the several persons signing the same, before some officer authorized by law to take the acknowledgment of deeds, and such acknowledgment shall be made and certified in the manner provided by law for the acknowledgment of deeds for the conveyance of land.

(1274.) SEC. 6. The certificate so acknowledged and certified shall be filed in the office of the County Clerk of the county in which the principal place of business of the partnership shall be situated, and shall be recorded at length by the clerk in a book to be kept by him; and such book shall be subject, at all reasonable hours, to the inspection of all persons.

(1275.) SEC. 7. If the partnership shall have places of busirecorded in dif- ness situated in different counties, a transcript of such certificate, and of the acknowldgement thereof, duly signed by the clerk in whose office it shall have been filed, under his official seal, shall be filed and recorded in like manner, in the office of the clerk of every such county, and the books containing such records shall be subject to inspection, in the manner above directed.

Affidavit to be filed with Certificate.

(1276.) SEC. 8. At the time of filing the original certificate and 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 amount in money, or other property at cash value, specified in the certificate to have. been contributed by each of the special partners to the com

mon stock, has been actually, and in good faith, contributed and applied to the same.

False Certificate,

(1277.) SEC. 9. No such partnership shall be deemed to have Consequences of been formed, until such certificate, acknowledgment and affi- etc. davit shall have been filed as above directed; and if any false statement be made in such certificate or affidavit, all the persons interested in such partnership shall be liable for all the engagements thereof, as general partners.

nership to be

(1278.) SEC. 10. The partners shall publish the terms of the Terms of Partpartnership, when recorded, for at least six weeks immediate- published. ly after the recording thereof, in two newspapers to be designated by the clerk of the county in which such record shall be made, and to be published in a Senatorial district in which their business shall be carried on; and if such publication be not made, the partnership shall be deemed general.

publication may

Partnership.

(1279.) SEC. 11. Affidavits of the publication of such notices Amdavit of by the printers of the newspapers in which the same have be filed, etc. been published, or some one in their employ knowing of such publication, may be filed with the clerk directing the same, and shall be evidence of the facts therein contained. (1280.) SEC. 12. Upon the renewal or continuance of a lim- Renewal, etc., of ited partnership, beyond the time originally agreed upon for its duration, a certificate shall be made, acknowledged, recorded and published, in the like manner as is provided in this chapter for the formation of limited partnerships; and the affidavit of one or more of the general partners as ahove provided, shall also be filed with the proper County Clerk as aforesaid; and every such partnership, so continued, which shall not be renewed or continued in conformity with the provisions of this section, shall be deemed a general partnership.

deemed a Disso

(1281.) SEC. 13. Every alteration which shall be made in the Alteration to be names of the partners, the nature of the business, in the capi-lution, etc. tal, or in the shares thereof, or in any other matter specified in the original certificate, shall be deemed a dissolution of such limited partnership, and every such partnership which shall in any way be carried on after such alteration shall have been made, shall be deemed a general partnership, unless renewed as a special partnership, according to the provisions of the last preceding section.

ing Firm.

(1282.) SEC. 14. The business of the partnership shall be Names carried on under a firm, in which the names of the general partners only shall be inserted, without the addition of the word "Company," or any other general term; and if the name

compos

Capital Stock not to be withdrawn,

etc.

When Assignment invalid.

Provisions relative to Assignment, etc.

Suits, how Prosecuted.

of any special partner shall be used in said firm, with his consent or privity, or if he shall personally make any contract respecting the concerns of the partnership, with any person except the general partners, he shall be deemed and treated as a general partner.

(1283.) SEC. 15. During the continuance of the partnership under the provisions of this chapter, no part of the capital stock thereof shall be withdrawn, nor any division of interest or profits be made, so as to reduce said capital stock below the sum stated in the certificate above mentioned; and if, at any time during the continuance, or at the termination of the partnership, the property or assets shall not be sufficient to pay the partnership debts, then the special partners shall severally be held responsible for all sums by them received, withdrawn or divided, with interest thereon from the time when they were so withdrawn or divided respectively.

(1284.) SEC. 16. No general assignment by such partnership, of its property or effects, in case of insolvency, or where their goods and estates are insufficient for the payment of all their debts, shall be valid, unless it shall provide for the distribution of all the partnership property and effects among all the creditors, in proportion to the amount of their several claims; excepting claims of the United States, arising from bonds on duties which are first to be paid or secured.

(1285.) SEC. 17. In case of an assignment, as provided for in the last preceding section, the assent of the creditors shall be presumed, unless they shall, within sixty days after notice thereof, dissent, either expressly, or by some act clearly implying such dissent; and no such assignment shall be valid, unless notice thereof shall be published in some newspaper printed in the county where the place of business of the parties making it is situated, or if no newspaper be printed in such county, then in some newspaper printed in an adjoining county, or at the Seat of Government, within fourteen days after making such assignment.

(1286.) SEC. 18. All suits respecting the business of such partnership shall be prosecuted by, and against the general partners only, except in those cases in which provision is made in this chapter that the special partners shall be deemed general partners, and that special partnerships shall be deemed general partnerships, in which cases all the partners, deemed general partners, may join, or be joined in such suits; and excepting also those cases where special partners shall be held

severally responsible on account of any sums by them received, or withdrawn from the common stock, as above provided.

Limited Partner

(1287.) SEC. 19. No dissolution of a limited partnership Dissolution of shall take place, except by operation of law, before the time ships. specified in the certificate before mentioned, unless a notice of such dissolution shall be recorded in the Registry in which such certificate, or the certificate of renewal, or continuance of the partnership, was recorded, and in every other Registry where a copy of such certificate was recorded; and unless such notice shall also be published six weeks successively in some newspaper printed in the county where the certificate of the formation of such partnership was recorded; or if no newspaper shall, at the time of such dissolution, be printed in such county, then in some newspaper printed at the Seat of Government.

ties of Partners.

(1288.) SEC. 20. In all cases not otherwise provided for in Rights and liabilithis chapter, the members of limited partnerships shall be subject to all the liabilities, and entitled to all the rights of general partners.