Purposes partner ships. 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. 10. Affidavits of publication, where to be filed. 11. Renewals, &c., of partnership, how to be made. 13. In what firm and names, business to be carried on. 15. Special partner not to withdraw capital. 17. Rights of special partners; restrictions upon them. 19. Liability of partners guilty of fraud. 20. Assignments, &c., in certain cases, void. 21. Certain assignments, &c., 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. S1. Limited partnerships for the transaction of any merof limited cantile, 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. Liabilities of general partners. The different sections of this Title, except the tenth, and where otherwise noted, are taken, with variations, from the act of 1822, 259; 11 How. P. R., 392; 7 Pai., 585. 2. Such partnerships may consist of one or more persons, and special who 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. whom to be Business by $ 3. The general partners, only, shall be authorised to transacted. transact business for the partnership except as provided in section seventeen, and no special partner shall be authorized to sign for the partnership or to bind the same. Certificate to be signed by all the partners; its contents Laws of 1857, ch. 414. S4. The persons desirous of forming such partnership, shall make and severally sign a certificate, which shall contain, 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. 10 Pai., 262; 5 H., 309. TITLE 1. knowledged S5. The certificate shall be acknowledged by the several To be acpersons 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. See Laws of 1837, ch. 129. When to be filed and re (765) S6. The certificate so acknowledged and certified, shall be filed in the office of the clerk of the county in which the corded. principal place of business of the partnership shall be situated, and shall also be recorded 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 Affidavit to evidence 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. 5 H., 313; 2 Ab., 293. be filed. nership formed. S8. No such partnership shall be deemed to have been When partformed, until a certificate shall have been made, acknowledged, deemed filed and recorded, nor until an affidavit shall have been filed, as above directed; and if any false statement be made in such Consecertificate or affidavit, all the persons interested in such part- false certifi nership, shall be liable for all the engagements thereof, as general partners. 6 H., 481; 5 H., 315. quence of Terms of partner ship to be published. $ 9. The partners shall publish the terms of the partnership when registered, for at least six weeks immediately after such registry, in 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 not made, the part- Effect of nership shall be deemed general. 6 H., 481; 3 D., 436; 24 W., 496. omission. publication. 10. Affidavits of the publication of such notice, by the Proof of printers of 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. $ 11. Every renewal or continuance of such partnership, Renewals beyond the time originally fixed for its duration, shall be nership. TITLE 1. dissolved by alterations. When deemed general partner ship. Names com certified, acknowledged 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. $12. Every alteration which shall be made in the names of the general partners, in the nature of the business, or in the capital or shares thereof contributed, held or owned, or to be contributed, held or owned, by any of the special partners, and the death of any partners, whether general or special, shall be deemed a dissolution of the partnership, unless the articles of partnership shall specify that in such events the partnership shall be continued by the survivors, in which case it may be so continued, with the assent of the heirs or legal representatives of the deceased partner. And every such partnership which shall be carried on after such alteration shall have been made, or such death shall have occurred, shall be deemed a general partnership in respect to all business transacted after such alteration or death, except in case of a provision in the articles of partnership for the continuance of the business by the survivors as aforesaid, in which case the heirs or legal representatives of the deceased partner may succeed to the partnership rights of such deceased partner, and continue the business the same as if such partner had remained alive: provided, however, that one or more special partner or partners may be added to the partnership upon actually paying in an additional amount of capital, to be agreed upon by the general and special partners, and the alteration of the partnership by such additional special partners shall not make the partnership general, nor alter its name, nor work a dissolution, provided the general partners in the partnership name shall file an additional certificate with the clerk with whom the original certificate may have been filed, verified on oath by one of them, stating the names and residences of such additional special partners, and the amounts respectfully contributed to the common stock by them. And any special partner, or the heirs and legal representatives of any such special partner deceased, may sell his interest in the partnership without working a dissolution thereof, or rendering the partnership general, provided a notice of such sale be filed within ten days thereafter with the clerk with whom such original certificate of partnership may have been filed, and the purchaser of such interest may thereupon become a special partner, with the same rights as an original special partner. Laws of 1858, ch. 289; 11 N. Y., 100. S 13. The business of the partnership shall be conducted posing firm. 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 of [766] *So in the original engrossed bill. any special partner shall be used in such firm, with his privity, he shall be deemed a general partner. 5 H., 309. TITLE 1. whose $ 14. Suits in relation to the business of the partnership, Suits, in may be brought and conducted, by and against the general names. partners, in the same manner as if there were no special partners. 4 E. D. S., 208. special to be with may receive S 15. No part of the sum, which any special partner shall Capital of have contributed to the capital stock, shall be withdrawn by partner not him, or paid or transferred to him, in the shape of dividends, drawn. profits or otherwise, at any time during the continuance of the partnership; but any partner may annually receive lawful When he interest on the sum so contributed by him, if the payment of interest. 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. fund inte $ 16. If it shall appear, that by the payment of interest or when to reprofits to any special partner, the original capital has been rest. reduced, the partner receiving the same, shall be bound to restore the amount necessary to make good, his share of capital, with interest. Laws of 1827, 249; 1822, 259, § 11; 5 H., 313. special S 17. A special partner may, from time to time, examine Rights of into the state and progress of the partnership concerns, and partners. may advise as to their management. He may also loan money to, and advance, and pay money for the partnership, and may take and hold the notes, drafts, acceptances and bonds of, and belonging to the partnership, as security for the repayment of such moneys and interest, and may use and lend his name and credit, as security for the partnership in any business, and shall have the same rights and remedies in these respects as any other creditor might have. He may also negotiate sales, purchases, and other business for the partnership, but no business so negotiated shall be binding upon the partnership until approved by a general partner, excepting as herein mentioned; but he shall not transact any business on account Restric 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. Laws of 1857, ch. 414; 5 H., 313; 4 Ab., 113. tions. partners to $ 18. The general partners shall be liable to account to each General other, and to the special partners, for their management of account. the concern, both in law and equity, as other partners now are, by law. ment of $ 19. Every partner who shall be guilty of any fraud in the Punishaffairs of the partnership, shall be liable civilly to the party partners injured, to the extent of his damage; and shall also be liable for fraud. to an indictment for a misdemeanor, punishable by fine or TITLE 1. Certain transfers void. Certain judgments And securities void. [767] Certain transfers, property by general partners void. imprisonment, or both, in the discretion of the court by which he shall be tried. $ 20. 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 creditors of such partnership; and every judgment confessed, lien created, 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. 9 Ab., 132. S21. Every such sale, assignment, or transfer of any of the property or effects of a general or special partner, made by &c., of their such general or special partner, when insolvent, or in contemplation of insolvency, or after or in contemplation of the insolvency of the partnership, with 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. When special part ner to be 6 Pai., 581. S22. Every special partner, who shall violate any provision of the two last preceding sections, or who shall concur in, or come liable. assent to, any such violation by the partnership or by any individual partner, shall be liable as a general partner. When not to claim as creditor. Dissolution by acts $23. In case of the insolvency or bankruptcy of the partnership, no special partner shall, except for claims contracted pursuant to section seventeen, under any circumstances, be allowed to claim as a creditor, until the claims of all the other creditors of the partnership shall be satisfied. Laws of 1857, ch. 414; 20 N. Y., 180, 6 Pai., 582; 24 B., 290. $ 24. No dissolution of such partnership by the acts of the of partners. parties, shall take place previous to the time specified in the certificate of its 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. 11 N. Y., 100; 12 B., 291; 6 Pai., 577. See Laws of 1837, ch. 129; 1857, ch. 414; 1858, ch. 289. |