Limited partner. ships-no banking privileges 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 Act shall not be construed to authorize any such partnership for the purpose of banking or making insurance. SEC. 2. Such partnership may consist of one or more persons, who shall be called general partners, and who shall be jointly and severally responsible, as general partners, now General and spe- are by law; and if 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. cial partners-liability of SEC. 3. The general partners only shall be authorized to General partners transact business and sign for the partnership, and to bind to transact busi ness Copartnership certificate to be filed the same. SEC. 4. The persons desirous of forming such partnership, shall make and severally sign a certificate, which shall contain: First-The name or firm under which such partnership is to be conducted. Second-The general nature of the business to be trans acted. 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 shall have contributed to the common stock. Fifth-The period at which the partnership is to commence, and the period at which it is to terminate. SEC. 5. The certificate shall be acknowledged or proved, as to the several persons signing the same, before the same Acknowledgment persons before whom a conveyance of lands may be now or hereafter acknowledged or proved, and such acknowledgement or proof shall be made and certified in the same manner as the acknowledgment or proof of the conveyance of lands may be made or certified. of certificate cate SEC. 6. The certificate so acknowledged and certified shall be filed in the office of the Register of Deeds of the county Filing of certifi 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 situted in different counties, a transcript of the certificate and acknowledgment thereof, duly certified by the Register of Deeds in whose office it shall be filed under his official seal, shall be filed and recorded in like manner in the office of the Register of Deeds of every such county. 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 Affidavit of one of shall also be filed in the same office, stating the sums speci- the partners fied 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. Partnerships void 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 until foregoing have been filed as above directed; and if any false state- provisions are ment be made in such certificate or affidavit, all the persons complied with interested in such partnership shall be liable for all the engagements thereof, as general partners. SEC. 9. The partners shall publish the term of the part nership, when registered, for at least six weeks immediately Publication of after such registry, in a newspaper to be designated by the terms of partnerRegister of Deeds of the county where such registry shall ship be made, published in the county in which such registry shall be made, if there is one published therein, and if there is none published in said county, then in a newspaper published at the capital of the State; and if such publication be not made, the partnership shall be deemed general. SEC. 10. Affidavits of the publication of such notice, by the publishers, or their foreman of the newspaper in which Amdavit of publithe same shall be published, may be filed with the Register cation to be filed of Deeds directing the same, and shall be evidence of the facts therein contained. SEC 11. Every renewal or continuance of such partner ship beyond the time originally fixed for its duration, shall Renewal or conbe certified, acknowledged and recorded, and an affidavit of tinuance of term a general partner be made and filed, and notice given in the of partnership manner herein required for its original formation; and every such partnership which shall be [otherwise] renewed or continued, shall be deemed a general partnership. Dissolution of SEC. 12. Every alteration which shall be made in the names of the parties, in the nature of the business, or in the capital or shares thereof, or in any other matter specified in partnership how the original certificate, shall be deemed a dissolution of the caused 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. SEC. 13. The business of the partnership shall be con ducted under a firm in which the names of the general part- Business how com ners only shall be inserted, without the addition of the word ducted "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. brought SEC. 14. Suits in relation to the business of the partnership shall be brought and conducted by and against the Suits how general partners, in the same manner as if there were no special partners. Capital stock not to be reduced Deficit to be made good Special partners -rights of SEC. 15. No part of the sum which any special partner shall have contributed to the capital stock shall be withdrawn by him or paid, or transferred 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 payments of 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. SEC. 16. If it shall appear that by the payment of interest or profits to any special partner, the original 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 examine into the state and progress of the partnership 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 or Attorney, or otherwise. If he shall interfere contrary to these provisions, he shall be deemed a general partner. SEC. 18. The general partners shall be liable to account General partners to each other, and to the special partners for their management of the concern, both in law and equity, as other partners now are by law. -Hability of news-penalty SEC. 19. Every partner who shall be guilty of any fraud in Frands by part-2 the affairs of the partnership, shall be liable, civilly, to the party injured, to the extent of his damage; and shall also be liable to an indictment for a misdemeanor, punishable by fine or imprisonment, or both, in the discretion of the Court by which he shall be tried. when void SEC. 20. Every sale, assignment, or transfer of any of the Insolvency, sales property or effects of such partnership, made by such partor assignments-nership 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 oth r 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. Individual part SEC. 21. Every such sale, assignment or transfer of any of the property or affects of a general or special partner, ners-assignment made by such special or general partner, when insolvent or of when void 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 such partner under the like circumstances and with the like intent, shall be void as against the creditors of the partnership. SEC. 22. Every special partner who shall violate any provision of the two last preceding sections, or who shall special partners concur in or assent to, any such violation of the parnership, or by any individual partner, shall be liable as a general' partner. -how liable as general partners Rights of creditors over special SEC. 23. In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor, until the claims partners of all the other creditors of the partnership shall be satis fied. Dissolution of SEC. 24. No dissolution of such partnership by the act of, the parties, shall take place previous to the time specified in partnerships he the certificate of its formation, or in the certificate of its fore limitation renewal, until a notice of such dissolution shall have been filed and recorded in the office of the Register of Deeds 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 if there is no newspaper published in such county or counties, then by publishing the same as aforesaid in a newspaper published at the Capital of the State. SEC. 25. This Act shall take effect and be in force on and after the 1st day of April, A. D. 1858. GEORGE BRADLEY, Speaker pro tem. of the House of Representatives. RICHARD G. MURPHY, APPROVED-February twenty-sixth, one thousand eight hun dred and fifty-eight. CHAS. L. CHASE, Acting Governor. SECRETARY'S OFFICE, Minnesota,} February 26, 1858. I hereby certify the foregoing to be a true copy of the original on file in this office. CHAS. L. CHASE, Secretary. Railroad compaies-formation CHAPTER LXX. An Act to provide for the Incorporation and Regulation of Railroad Companies. SECTION 1. Formation of Railroad Companies; certificate to be filed; contents of ser tificate. 2. Corporate rights granted by this Act. 3. Right to construct Railroad and appurtenances. 4. Capital Stock; amount of shares. 5. Payment of instalments. 6. Forfeiture of payments and sale of stock on failure to pay instalments. 7. Provision for increase of Capital Stock. 8. Books of subscription when and where to be opened; election of Directors. Right of entry upon lands for construction of road, &c. 9. 10. Authority to change grades and locations; liable for damages to private property. 11. Occupation of streets, &c. for Railroad purposes; powers and duties of Town officers. 12. Rates of passage and of freight per mile of transportation. 13. Authority to borrow money and mortgage property of Company therefor 14. Purchase or gift of land for right of way, depot grounds, &c. 15. Authority to cross public roads and divert streams of water. 16. Location of an office for transaction of business. 17. Requirements in crossing public roads; erection of bridges; fencing of roads. 18. Annual reports of the condition of Company to be made to State Auditor. 19. Authority to construct bridges over navigable streams under certain conditions. 20. Restrictions in running trains of cars; Conductor liable for violations of provisions. 21. Proceeding to effect consolidation of Railroads. 22. Articles of consolidation to be filed with Secretary of State. 23. Transfer of rights, immunities and privileges of each Company to the consolidated Company, upon the election of Directors. 24. Authority to aid in the construction of other Railroads, forming a connection of roads; lease or purchase of line of road authorized, 25. Act to take effect immediately. Be it enacted by the Legislature of the State of Minnesota: SECTION. 1. That any number of persons not less than five associating for the purpose of constructing a railroad, shall subscribe a statement which shall specify as follows: First-The name assumed by such company and by which of-certificate to it shall be known. be filed Second-The name and place of residence of each of the persons forming the association. Third-The name of the place or places of the termini of said road, and the county or counties through which said road shall pass. Fourth-The amount of capital necessary to construct said road. Such statement verified by the affidavit of two or more of the persons therein, shall be acknowledged before some one authorised to take the acknowledgment of deeds, |