Gambar halaman
PDF
ePub

dication, to appear in such cause as a defendant in

error.

SEC. 65. Judgment may be given by the court above Judgment by either for affirmance or reversal in part, or in whole, court above. or a new adjudication of the matter may be directed in the court below. The proceedings in other respects shall be the same as in personal actions. APPROVED, January 4, 1839.

PARTNERSHIPS.

AN ACT relative to limited Partnerships.

for what pur

SEC. 1. Be it enacted by the Council and House of Representatives of the Territory of Iowa, That limited Limited partnerships for the transaction of any agricultural, partnerships, mercantile, mechanical, mining, smelting, or manu- by whom, and facturing business, within this Territory, and for no other purpose, whatever, may be formed by two or more persons, upon the terms, with the rights, and powers, and subject to the conditions, liabilities herein prescribed.

poses, formed.

respective liabilities

SEC. 2. Such partnerships shall consist of one or General and more persons, who shall be called general partners, special partand who shall be jointly and severally responsible, ners, and their as general partners now are by law, and of one or more persons who shall contribute, in actual cash payment, 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. SEC. 3. The general partners only, shall be author-General partized to transact business and sign for the partnership, and to bind the same.

ners to transact business,

&c.

general and

ners, their re

SEC. 4. The persons desirous of forming such Certificate, to partnership, shall make and severally sign a certificate, contain name which shall contain: first, the name, or firm, under of firm, nature which such partnership is to be conducted: second, of business, the general nature of the business intended to be special parttransacted: third, the names of all the general and special partners interested therein, distinguishing sidence, the which are general and which are special partners, and their respective places of residence: fourth, the od of connecamount of capital which each special partner shall tion. have contributed to the common stock: fifth, the period at which the partnership is to commence, and the period that it will terminate.

amount of capital, and peri

Certificate, by,

and in what manner ac

SEC. 5. The certificate shall be acknowledged by before whom, the several persons signing the same, in the manner, and before the same persons, that deeds are now acknowledged, and the said acknowledgment shall be certified in the same manner as the acknowledgment of deeds is now certified.

knowledged.

Certificate, where, and by whom record

ed.

SEC. 6. The certificate, so acknowledged and certified, shall be recorded and filed in the office of the register of deeds of the proper county, in which the 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 register, in whose to be recorded, office it shall be filed, and under his official seal shall be filed and recorded in like manner in the office of the register of every such county.

How certifi

ed, and when

in different

counties.

Affidavit, as to moneys paid in.

Partnership, when formed and the effect

of false statements.

Publication,

under whose

direction, when made, and con

glect.

SEC. 7. At the time of filing the original certificate, with the 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 the sums specified in the certificate to have been contributed by each of the special partners, to the common stock, and to have been actually, and in good faith, paid in cash.

SEC. 8. No such partnership shall be deemed to have been formed, until a certificate shall have been made, acknowledged, filed and recorded, nor until an affidavit 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.

SEC. 9. The partners shall publish the terms of the partnership, when registered, for at least six weeks immediately after such registering, in a newspaper sequence of ne- published in the county where the principal business of the partnership shall be carried on, if there be one published in that county, if not, then in a newspaper in the Territory nearest to the said principal place of business, to be designated by the register of deeds of the county in which said registry shall be made, and if such publication be not made, the partnership shall be deemed general.

Affidavit of

SEC. 10. Affidavit of the publication of such notice, publication, by the printers of the newspaper in which the same

and its effect.

shall be published, may be filed with the register of deeds, in the county where the principal business of the partnership may be carried on, and shall be evidence of the facts therein contained.

quired herein.

SEC. 11. Every renewal, or continuance, of such Renewal, or partnership, beyond the time originally fixed for its continuance, duration, shall be certified, acknowledged and re- and what is 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.

ness, or capit

SEC. 12. Every alteration which shall be made in Alteration of the names of the partners, in the nature of the busi- names, business, or in the capital, or shares thereof, or in any al and the efother matter specified in the original certificate, shall fect thereof. 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; unless renewed as a special partnership according to the provisions of the last section.

tions.

SEC. 13. The business of the partnership shall be Names to be conducted under a firm in which the names of the used in busigeneral partners only shall be inserted, without the ness transacadditon 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.

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

their liabili

SEC. 15. No part of the sum, which any special Special partpartner shall have contributed to the capital stock, ners, extent of shall be liable for any debts previously contracted by ties,-and the general partners, nor shall any part of such sum their privilebe withdrawn by him, or paid, or transferred to him, ges. 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 profit shall remain to be divided, he may also Interest and receive his portion of such profits.

profits.

SEC. 16. If it shall appear, that by the payment of Reduction of interest, or profits, to any special partner, the original capital, pro

49

bibited.

Special part

and liabilities.

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.

SEC. 17. A special partner may, from time to time, ners, their spe- examine into the state and progress of the partnercial privileges ship concerns, and may advise, as to 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.

count to each

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

other.

Fraud and con

ges.

fer, in contemplation of in

SEC. 19. Every partner who shall be guilty of any sequent dama- fraud, in the affairs of the partnership, shall be liable, civilly to the party injured to the extent of his damage. SEC. 20. Every sale, assignment, or transfer, of any of the property, or effects of such partnership, when solvency, &c. insolvent, 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 enacted, 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.

Judg❜ts, liens. SEC. 21. Every such sale, assignment or transfer &c., when void. of any of the property, or effects of the general, or special partner, made by 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 the creditor of the partnership, and every judgment confessed, lien enacted, or security given, by any such partner under the like circumstances shall be void, as against the creditors of the partnership.

Preference of creditors, prohibited.

Liabilities

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

SEC. 23. In case of the insolvency, or bankruptcy, thus incurred. of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor,

until the claims of all the other creditors of the part- Creditors to be nership shall be satisfied.

first satisfied.

recorded, where

published.

SEC. 24. No dissolution of such partnership, by Notice of disthe acts of the parties, shall take place, previous to solution to be the time specified in the certificate of its formation, and how long, or in the certificate of its renewal, until a notice of such dissolution shall have been filed, and recorded, in the register's office, in which the original certificate was recorded, and published once in each week, for four weeks, in a newspaper published, as is provided for in the ninth section of this act.

APPROVED, January 25, 1839.

PENITENTIARY.

AN ACT to provide for the erection of a Penitentiary, and establishing and regulating Prison Discipline for the same.

SEC. 1. Be it enacted by the Council and House of Representatives of the Territory of Iowa, That a Pen- Capacity to itentiary, of sufficient capacity to receive, secure, and employ, &c.. employ one hundred and thirty-six convicts, to be 136 convicts. Separate cells. confined in separate cells at night, shall be erected, at or near the place hereinafter designated, for the confinement and employment of persons sentenced to imprisonment and hard labor in the Penitentiary of said Territory, or State: Provided, That said Pen- Scale and cost itentiary shall be constructed on such a scale that in of building, the estimation of the directors it can be fully com- plan and esti pleted for a sum not exceeding forty thousand dol- when and to lars, exclusive of the labor of the convicts: Provided, whom submitThat said directors shall lay a full and complete plan ted. of said buildings and estimate in detail of the cost of erecting said buildings, before the Legislative Assembly, in the first week of their next session.

mate thereof.

how elected.

SEC. 2. There shall be elected, by joint ballot of the Council and House of Representatives of the Directors, their Territory of Iowa, three directors of the Penitentiary number, and hereby authorized to be built, and under the direction of a majority of them, the erection of the Penitentiary shall be conducted and prosecuted. They shall sev- Directors' oath erally take an oath or affirmation faithfully to dis- and tenure of charge the duties required of them. Of the three office. directors, to be elected by this General Assembly, the first elected shall hold his office for the term of three years, the second for the term of two years, and the third for the term of one year, and after the

« SebelumnyaLanjutkan »