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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

(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.

Partnership.

(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 composcarried 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

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 thercon 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 liabil this chapter, the members of limited partnerships shall be subject to all the liabilities, and entitled to all the rights of general partners.

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Persons may Associate for Mining

ing purposes.

An Act to Regulate Private Associations and Partnerships.

[Approved May 18, 1846. Laws of 1846, p. 265.]

(1289.) SECTION 1. Be it enacted by the Senate and House of and Manufactur Representatives of the State of Michigan, That any five or more persons who shall be desirous of uniting in a partnership or Association for the purpose of mining and manufacturing iron, copper, or other materials, in any form, within the limits of this State, or for the purpose of making from the ore any kind of metal, in any form, or mining for ores of any kind from which metal is, or may be extracted, may make, sign and acknowledge before a Judge of any Court of Record in this State, or a Master in Chancery, or Justice of the Peace, and Articles of As file in the office of the Secretary of this State, and in the office of the Register of the county where the operations of the Company are intended to be conducted, if organized, and

sociation.

if not, then in the office of the Register of the county to which
it may be attached for judicial purposes; and if it be not so
attached, then in the office of the Register of the nearest
organized county in this State, articles of agreement and
copartnership in writing, in which shall be stated the name
which they may agree upon for the said partnership or Asso
ciation, and the objects for which it is formed; the period of
its continuance; the amount of capital stock; the number of
shares of which the said stock shall consist; the number of
Trustees and their names, and who shall manage its concerns
the first year; and the names of the township and county in
which the operations of said Association or partnership are to
be carried on.

ations.

(1290.) SEC. 2. As soon as such certificate and articles shall Powers of Associ be filed as aforesaid, the persons who shall have signed and acknowledged the same, and their assigns for such time as they may agree upon, not exceeding twenty-five years next after the day of filing such articles of agreement and copartnership, and for the more convenient transaction of their business by the copartnership name, as stated in such agreement, shall in law be capable of buying, purchasing, holding, conveying, selling and transferring any lands, tenements, hereditaments, goods, wares and merchandise whatsoever, necessary to enable them to carry on their operations mentioned in said articles: Provided, That in all conveyances, assignments, deeds, or other How convey. transfers of property by said Association or Company, the executed by. instruments of conveyance shall be signed by the said Secretary and a majority of the Trustees thereof, and acknowledged before some officer qualified to take proof and acknowledgment of deeds and other conveyances.

age affairs of

(1291.) SEC. 3. The stock, property, affairs and concerns of Trustees to mansuch Company shall be managed and conducted by Trustees, Company. a majority of whom shall be permanent residents of this State; they shall be elected at such time and place, and in such manner as shall be directed by the by-laws of the same: said Trustees shall choose one of their number President, and appoint a Secretary, one of whom shall be a permanent resident of this State; and whenever any vacancy shall happen among the Trustees, by death, resignation, or removal out of the State, such vacancy shall be filled for the remainder of the year in such manner as shall be provided by the by-laws of the Association: Provided, always, That the number of

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