Gambar halaman
PDF
ePub

decrees for mistake, fraud or collusion, by petition in the cause: Provided further, that innocent purchasers for full value and without notice shall not be affected thereby.

Code, s. 1919; 1868-9, c. 122, s. 29.

2520. How sale advertised; terms. The sale shall be made after twenty days' notice, by advertisement in three or more public places in the county, and shall be on such terms as the court may direct.

Code, s. 1920; 1868-9, c. 122, s. 30.

NOTE. For compensation of commissioners under this chapter, see s. 2791-2793.

CHAPTER 60.

PARTNERSHIP.

I. Limited partnership,

II. Surviving partners,

I. LIMITED PARTNERSHIP.

Sections. 2521-2539 2540-2547

2521. For what purposes formed. Limited partnerships for the transaction of any mercantile, manufacturing or mechanical business within the state may be formed by two or more persons, upon the terms and with the rights and powers and subject to the conditions and liabilities in this chapter; but its provisions shall not be construed to authorize any such partnership for the conducting of a banking or insurance business, other than writing or soliciting insurance.

Code, s. 3088; 1860-1, c. 28.

2522. General and special partners joined; liability of special. Such partnerships may consist of one or more persons, who are general partners, and are jointly and severally responsible as partners are now by law, and of one or more persons, who contribute in actual cash payments a specific sum as capital to the common stock, who are called special partners, and who are not liable for the debts of the partnership beyond the funds so contributed to the capital.

Code, s. 3089; 1860-1, c. 28, s. 2.

2523. Must make certificate; what to contain. The persons desirous of forming such partnership must make and severally sign a certificate containing: First, the name or firm under which such partnership is to be conducted; second, the general nature of the business to be transacted; third, 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; fourth, the amount of capital which each special partner has contributed to the common stock; fifth, the period at which such partnership is to commence and terminate.

Code, s. 3090; 1860-1, c. 28, s. 3.

2524. Registration of certificate. The certificate must be acknowledged or proved before some one competent to take the probate of deeds and ordered registered in the same manner as provided for deeds, and must be registered in the county in which the principal place of business of such partnership is situated. If the partnership has places of business in different counties, a transcript of the certificate and acknowledgment certified by the register must be registered and filed in the register's office of each of such counties.

Code, ss. 3091, 3092; 1860-1, c. 28, ss. 4, 5.

2525. Affidavit of payment of cash. At the time the certificate is ordered to be registered an affidavit of one or more of the general partners shall be made before the officer taking such acknowledgment, 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 in good faith paid in cash, and the said affidavit so made shall be registered with the original certificate. Code, s. 3093; 1860-1, c. 28, s. 6.

2526. Registration essential. No such partnership shall be deemed to have been formed until such certificate and affidavit have been made, acknowledged or proven and registered as required in the preceding sections.

Code, s. 3094; 1860-1, c. 28, s. 7.

2527. False statement, all general partners. If any false statement is made in such certificate or affidavit, all the persons interested in such partnership shall be liable as general partners.

Code, s. 3095; 1860-1, c. 28, s. 8.

2528. Publication of terms of. The terms of the partnership must be published immediately after its formation for six successive weeks, in at least one newspaper in the same county or near the

place of said partnership business, and if such publication be not made, the partnership shall be deemed general.

Code, s. 3096; 1860-1, c. 28, s. 9.

2529. Affidavits of publication filed. Affidavits of such publication, made by the proprietor of such newspaper in which the same is published, may be filed with the clerk of the superior court of the county in which such business is conducted, and shall be evidence of the fact.

Code, s. 3097; 1860-1, c. 28, s. 10.

2530. Renewals and continuances. Every renewal or continuance of such partnership beyond the time originally fixed for its duration must be certified, acknowledged and registered, and an affidavit of a general partner made and filed, and notice given by publication as required for its original formation, and every such partnership which is otherwise continued must be deemed a general partnership: Provided, the affidavit herein required may state that the amount of cash therein specified had been orginally paid in good faith, and that it is represented by goods or merchandise then on hand, and has not been impaired in the course of trade.

Code, s. 3098; 1860-1, c. 28, s. 11.

2531. Alteration in names, etc., a dissolution. Every alteration which is made in the names of the partners, in the nature of the business, in the capital or shares thereof or in any other matter specified in the original certificate must be deemed a dissolution of the partnership; and any such partnership which is in any manner carried on after such alteration has been made must be deemed a general partnership, unless renewed as a special partnership, according to the preceding sections.

Code, s. 3099; 1860-1, c. 28, s. 12.

2532. Name of firm. The business of the partnership must be conducted under a firm, in which the names of the general partners only are inserted, without the addition of the word "company" or any other general term, except the word "limited"; and if the name of any special partner is used in the firm with his privity, he shall be deemed a general partner.

Code, s. 3100; 1899, c. 75; 1860-1, c. 28, s. 13.

2533. Actions as in general partnership. Suits in relation to the business of the partnership may be brought and conducted by and against the general partner in the same manner as if there was no special partner.

[blocks in formation]

2534. Special stock not withdrawn. No part of the sum which any special partner has contributed to the capital stock must be withdrawn by or paid 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 does not reduce the original amount of such capital; and if, after the payment of such interest, any profits remain to be divided, he may receive his portion of such profits.

Code, s. 3102; 1860-1, c. 28, s. 15.

2535. Depleted capital made good, when. If it appears by the payment of interest or profits to any special partner that the original capital has been reduced, the partner receiving the same is bound to restore the amount necessary to make good his share of the capital without interest.

Code, s. 3103; 1860-1, c. 28, s. 16.

2536. Rights of special partner. A special partner may from time to time examine into the state and progress of the partnership concern; may advise as to its management and act as attorney at law, but must not transact any other of the partnership business, nor be employed for that purpose as agent or otherwise; and if he interfere contrary to this section he is deemed a general partner.

Code, s. 3104; 1860-1, c. 28, s. 17.

2537. Accounting inter se. The general partners are liable to account to each other, and to the special partners for their management of the partnership, as other partners.

Code, s. 3105; 1860-1, c. 28, s. 18.

2538. Effect of insolvency. In case of the bankruptcy or insolvency of the partnership, no special partner, under any circumstances, is to be allowed to claim as a creditor until the claims. of all the other creditors of the partnership are satisfied. Code, s. 3107; 1860-1, c. 28, s. 20.

2539. Dissolution. No dissolution of such partnership by the acts of the parties must take place before the time specified in the certificate of its formation, or in the certificate of its renewal, until a notice of its dissolution has been registered in the register's office in which the original certificate was registered, and published once a week for four successive weeks in the nearest newspaper to each of the places where the partnership transacts its business.

Code, s. 3108; 1860-1, c. 28, s. 21.

Note. For improperly doing business under partnership name, see s. 2118.

II. SURVIVING PARTNERS.

2540. Inventory by, in sixty days; copy to personal representative. When a member of any partnership dies the surviving partner, within sixty days after the death of the deceased partner, together with the personal representative of the deceased partner, shall make out a full and complete inventory of the assets of the partnership, including real estate, if there be any, together with a schedule of the debts and liabilities thereof, a copy of which inventory and schedule shall be retained by the surviving partner, and a copy thereof shall be furnished to the personal representative of the deceased partner.

1901, c. 640.

2541. On refusal of, personal representative may take inventory; receiver appointed, when. If the surviving partner neglect or refuse to have said inventory made, the personal representative of the deceased partner may have the same made in accordance with the provisions of the preceding section. Should any surviving partner fail to take such an inventory or refuse to allow the personal representative of the deceased partner's estate to do so, such personal representative of the deceased partner's estate may forthwith apply to a court of competent jurisdiction for the appointment of a receiver for said partnership, who shall thereupon proceed to wind up the same and dispose of the assets thereof in accordance with law.

1901, c. 640, s. 2.

2542. Notice to creditors. Every surviving partner within thirty days after the death of the deceased partner, shall notify all persons having claims against the partnership which were in existence at the time of the death of the deceased partner, to exhibit the same to the surviving partner within twelve months from date of first publication of said notice. The notice shall be published once a week for four weeks in a newspaper (if there be any) published in the county where the partnership existed. If there should be no newspaper published in the county, then the said notice shall be posted at the courthouse and four other public places in the county.

1901, c. 640, s. 3.

2543. Debts without lien paid pro rata. All debts and demands against a copartnership, where one partner has died, shall be paid pro rata, except debts which are a specific lien on property belonging to the partnership.

1901, c. 640, s. 4.

« SebelumnyaLanjutkan »