The Massachusetts spy. [volume] (Worcester [Mass.]) 1821-1823, 1822-06-19
WORCESTER,
WEDNESDAY, JUNE 10, 1929.

- y eSO S~.--~~--
Limited Pdrtnerships.--A bill for authorize
ing limited partnerships has been before the
Legislature Of this State, and is postponed to-
the next session. We are glad that so import
ant change as Il proposes in The existing law
Of partnerships, is not to be made without OPP
portunity to have the new system well MAJ
tured before it shall be- carried into effect.
There are, already upon our statute-bcoi;,
sufficient marks Of hasty legislation.
The system proposed promises some adyan-
tages, if the necessary guards can be interPos-
ed to prevent lis abuse. 1t has recently bteiA
adopted in New-IorlS and Connecticut. The
statute Of the latter State provides that limit
cd copartnerships may be formed, consisting OF
one or more individuals, liable as heretofore,
and to be called general partners, and of one
OF more, TO be called s9eeidl partners, whose,
liability shall extend no farther than the a.,
mount of the capital furnished by them to the
isaads Of the partnership. The company name,
OR firm is to consist of all the names Of the gem
eTai partners only; and if the name of any
special partner is inserted in it, he is 10 be.
held liable generally. A registry is 10 be
made IN book kept by the clerk of the town
III which the copariners have their principal
establishment, or places of'husiness, Of the
company name, tilc La;nes Of sAll the general
and special partners aud their places OF resi-
dence, the names of such of the general part.
ners as are authorised g to transact, manage
and sisl'' for the partnership, and for which
alcne the partnership shall be responsible
and also the amount of the capital furnish.
ed by every special partner, and the period
at which the partnership is TO commence and
10 terminate. Every alteration OF renewal OF
the partnership or dissolution of il before the
period at FIRST contemplated, is also 70 be reg
istered in the same manner. The registry is
not TO be made until there is filed with the
Town-Cicrk declaration, signed by all the
OF Record, containing all the particulars re-
quiEed to he registered; nor until the partners
wlio are authorised TO manage the concerns OF
the partnership, have made oath that the.
special partners have actually and bona .fdc''
advanced, in cash, the amount Of capital set
forth in the declaration. The capital so adj
vanced is not 10 be withdrawn, at any time.
in the shape Of dividends, profits, OF other.
wise" In case Of failure to comply with any
OF these requirements, all the partners are 70
be held liable as general partners.-The COM
ditions of the partnership are also to be pub
hshed: Suits are to lie brought either by or
against the general partners only except when
the special partners lave rendered themselves
liable, as general partners.
Such are the most prominent features of the
Connecticut statute. We cannot at present
see what objection can lie against such sys-
tea. II seem TO us TO alTvd additional secu-
rity to the creditors Of general partners, mas
much as the capital advanced ty the special
partners is in fact loan to the former, hot 10
be Yefunded until all other debts are paid. Ii
will, also, enable individu 10 engage in en-
terprizes Of trade or manufactures, without
risquing more of their fortunes than they
choose to hazardous putting into benefciat
operation much capital which is now locked
up by the caution Of its rossessors, and is little
better than lost to the community.