Who may

not act in liquidation.

Powers of

partners in

SEC. 2460. If the liquidation of a partnership is committed, by consent of all the partners, to one or more of them, the others have no right to act therein; but their acts are valid in favor of persons parting with value, in good faith, upon credit thereof.

N. Y. C. C., Sec. 1319.

SEC. 2461. A partner authorized to act in liquidation liquidation. may collect, compromise or release any debts due to the partnership, pay or compromise any claims against it, and dispose of the partnership property.

N. Y. C. C., Sec. 1320.

SEC. 2462. A partner authorized to act in liquidation may enter, in the name of the firm, into any obligation, by way of satisfaction of a partnership debt, or as a collateral security therefor; but he cannot make, draw or indorse any other obligation in its name, nor revive a debt against the firm, by any acknowledgment or part payment, within the provisions of the CODE OF CIVIL PROCEDURE concerning the times of commencing civil actions. N. Y. C. C., Sec. 1321.

ARTICLE VII.

Fictitious name.

Style of foreign

OF THE USE OF FICTITIOUS NAMES.

SECTION 2466. Fictitious name.

2467. Style of foreign partnership.

2468. Continuation of style of firm having foreign business rela

tions.

2469. Certificates stating names, etc., what to contain, and to be

filed and published.

2470. Register of such firms to be kept by County Clerk.
2471. Certified copies of register, and proof of publication, to be

evidence.

SEC. 2466. No partnership or person may transact business by a fictitious name, or in the name of a person not interested in such business, except as prescribed in this article.

N. Y. C. C., Sec. 1322.

SEC. 2467. A commercial partnership, established and partnership. transacting business in a place without the United States,

may use in this State the partnership name used by it there, although fictitious.

SEC. 2468.

N. Y. C. C., Sec. 1323.

The name of a partnership, which has had business relations with places without the United States, may be continued in use by the persons succeeding to its business, and by their successors, upon compliance with the provisions of this article, and with the consent of the persons, if living, whose names are used.

N. Y. C. C., Sec. 1324.

stating

names, etc., tain, and to

what to con

be filed and published.

SEC. 2469. On every change of the persons continu- Certificates, ing the use of a partnership name, under the last section, the person acquiring the right to use it must sign and acknowledge before a proper officer for that purpose, a certificate, stating the name of each person dealing under such name, and his place of residence, and must file the same with the Clerk of the county in which their principal place of business is situated, and must publish such certificate, or a statement containing the substance thereof, once in each week for four successive weeks, beginning within one week after his first using such name, in a newspaper printed in the county, or nearest the county (if none is printed in the county), in which such principal place of business is situated.

N. Y. C. C., Sec. 1325.

SEC. 2470. Every County Clerk must keep a register of the names of firms and persons mentioned in the certificates filed with him, pursuant to the last section, entering in alphabetical order the name of every such partnership and of each partner therein.

N. Y. C. C., Sec. 1326.

Register of to be kept Clerk.

such firms

by County

Certified register and

copies of

proof of pub

SEC. 2471. Copies of the entries of a County Clerk, as herein directed, when certified by him, and affidavits of publication, as herein directed, made by the printer, publication to be lisher or chief clerk of a newspaper, are presumptive evi dence of the facts therein stated.

N. Y. C. C., Sec. 1327.

evidence.

ARTICLE

CHAPTER III.

SPECIAL PARTNERSHIP.

I. FORMATION OF PARTNership.

II. POWERS, RIGHTS AND DUTIES OF THE PARTNERS.
III. LIABILITY OF PARTNERS.

IV. ALTERATION AND DISSOLUTION OF THE PARTNERSHIP.

ARTICLE I.

Formation

of special

FORMATION OF PARTNERSHIP.

SECTION 2477. Formation of special partnership.

2478. Of what to consist.

2479. Certified statement.

2480. Acknowledged and recorded. False statement.

2481. Affidavit as to sums contributed.

2482. No partnership until compliance.

2483. Certificate to be published.

2484. Affidavit of publication filed.

2485. Renewal of special partnership.

SEC. 2477. A special partnership may be formed by partnership. two or more persons, in the manner and with the effect prescribed in this chapter, for the transaction of any business except banking or insurance.

Of what to consist.

Certified statement.

Stats. 1870, 123, Sec. 1.

SEC. 2478. A special partnership may consist of one or more persons called general partners, and one or more persons called special partners.

Stats. 1870, 123, Sec. 2.

SEC. 2479. Persons desirous of forming a special partnership must severally sign a certificate, stating

1. The name under which the partnership is to be conducted.

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

3. The names of all the partners, and their residences, specifying which are general and which are special part

ners.

4. The amount of capital which each special partner has contributed to the common stock.

5. The periods at which such partnership will begin

and end.

Stats. 1870, 123, Sec. 3.

SEC. 2480. Certificates under the last section must Acknowledged and be acknowledged by all the partners, before some officer recorded. authorized to take acknowledgment of deeds, one to be filed in the Clerk's office and the other recorded in the office of the Recorder of the county in which the principal place of business of the partnership is situated, in a book to be kept for that purpose, open to public inspection; and if the partnership has places of business situated in different counties, a copy of the certificate, certified by the Recorder in whose office it is recorded, must be filed in the Clerk's office, and recorded, in like manner, in the office of the Recorder in every such county. If any false statement is made in any such certificate, ail False statethe persons interested in the partnership are liable, as general partners, for all the engagements thereof.

Stats. 1870, 123, Sec. 4.

ment.

to sums con

SEC. 2481. An affidavit of each of the partners, stating Affidavit as that the sums specified in the certificate of the partner. tributed. ship, as having been contributed by each of the special partners, have been actually and in good faith paid, in the lawful money of the United States, must be filed in the same office with the original certificate.

Stats. 1870, 123, Sec. 5.

SEC. 2182. No special partnership is formed until the No partnerprovisions of the last five sections are complied with.

Stats. 1870, 123, Sec. 6.

SEC. 2483. The certificate mentioned in this article, or a statement of its substance, must be published in a newspaper printed in the county where the original certificate is filed, and if no newspaper is there printed, then in a newspaper in the State, nearest thereto. Such publication must be made once a week for four successive weeks, beginning within one week from the time of filing the certificate. In case such publication is not so made, the partnership must be deemed general.

Stats. 1870, 123, Sec. 7.

SEC. 2484. An affidavit of the making of the publication mentioned in the preceding section, made by the

ship until compliance.

Certificate to be published

Affidavit of led.

publication

special

printer, publisher, or chief clerk of the newspaper in which such publication is made, may be filed with the County Recorder with whom the original certificate was filed, and is presumptive evidence of the facts therein stated.

Stats. 1870, 124, Sec. 8.

Renewal of SEC. 2485. Every renewal or continuance of a special partnership. partnership must be certified, recorded, verified and published in the same manner as upon its original formation.

Stats. 1870, 124, Sec. 9.

Who to do business.

Special part

ners may advise.

May loan money.

Insolvency.

General

partners

ARTICLE II.

POWERS, RIGHTS AND DUTIES OF THE PARTNERS.

SECTION 2489. Who to do business.

2490. Special partners may advise.

2491. May loan money. Insolvency.

2492. General partners may sue and be sued.

2493. Withdrawal of capital.

2494. Interest and profits.

2495. Result of withdrawing capital.

2496. Preferential transfer void.

SEC. 2189. The general partners only have authority to transact the business of a special partnership.

Stats. 1870, 124, Sec. 10.

SEC. 2490. A special partner may at all times investi gate the partnership affairs, and advise his partners, or their agents, as to their management.

Stats. 1870, 124, Sec. 11.

SEC. 2491. A special partner may lend money to the partnership, or advance money for it, and take from it security therefor, and as to such loans or advances has the same rights as any other creditor; but, in case of the insolvency of the partnership, all other claims which he may have against it must be postponed until all other creditors are satisfied.

Stats. 1870, 124, Sec. 12.

SEC. 2492. In all matters relating to a special partner. may sue and ship, its general partners may sue and be sued alone, in the same manner as if there were no special partners.

be sued.

Stats. 1870, 124, Sec. 13.