Herald of the times. [volume] (Newport, R.I.) 1830-1846, 1837-02-16

STATE OF RHODE-IsLAND AND PROVI
DENCE PLANTATIONS.
In General assembly, January Session, Il


AN ACT authorizing Limited Partnerships
and for other purposes.
BE IL enacted by The Gearrai assembly as
j6llo,cs:-Sec. !. Limited partnerships for
the transaction of mercantile, mechanical, or
manufacturing business within this State,
may be formed by two or more persons, upon
the terms, and subject to the conditions and
liabilities herein prescribed; but nothing con-
tanned in this act shall authorize any such
partnership for The purpose Of banking OF H.
surancc.
Sec. 9. Such partnerships may consist of
one or more persons, who shall be called gen.
eral partners; and shall be jointly and several
ly responsible, as general partne;s now are
by law; and of one or more persons, who
shall contribute TO the common stock spe-
Icitic sun, in actual cash payment, as capital,
and who shall be called special partners, and
shall not be personally liable for any debts OF
the partnership, except IN the cases hcreina'-
ter mentioned.
Sec. 3. The persons forming any such
partnership, shall make and scyerally sign a
certificate, which shall set forth
/. The name Of firm under which the part
nersllp is 10 be conducted.
2. The name and respective places OF resi-
dence Of all the general and special partners,
distinguishing who are general, and who are
special partners.
B. The amount Of capital which each spec
ial partner has contributed to the common
stock.
4. The general nature of the business TO
be transacted.
/ 5. The time when the partnership Is to
commence, and when it is 20 terminate.
/ Sec. a. No such partnership shall be
deemed to have been formed, until certI-
/ ficatc so made and signed, shall be acknowl-
edged by all the partners, before some Jus
tice Of the Peace or public notary, and filed
in the office Of the Clerk of the town OF city
in which the principal place of business Of
the partnership Is situated, and recorded by
such clerk in a book to be ktp for that pur-
pose, open to public inspection. II the part
ncrship shall have places Of business situa-
ted in different towns or cities, copy OF the
certificate. certified by the clerk in whose OIL
fee ii shall be recorded, shall be filed and re-
corded IN like manner in the office of the clerk
of every such town or city. And # any false
statement be made in any such certificate, all
the persons interested in the partnership shall
he liable as general partners, for all the en-
gagrmonts thereof.
| Sec. 5. The partners shall publish a copy
Of the certificate for six successive weeks,
immediately after the registry thereof, in AT
least two newspapers printed within the States
and in case such publication be not made, the
partnership shall be deemed general.
| Sec. e. Upon any renewal or continuation
Of a limited partnership beyond the time orr
| gina!ly fixed for its duration, a certificate
! thereof shall be made, acknow lodged, filed
! recorded and published in the like manner
! as is herein provided for its original formation
otherwise the renewal or continued partner
ship shall b. deemed general partnership
| Sec. Z. The business of the partnership
| shall be conducted under firm in which the
! names Df the general partners only shall be
inserted, without the addition Of the wort
company, or any other general term; and the
! general partners only shall transact the
business; aud if the name of any special part
ner shall be used in the firm with his consent
or pri'ity, or if he shall personally make any
! contract respecting the concerns of the part
Inership, with my person except the general
parlners he shall be deemed and treated as
a general partner.
Il Sec. B. During the continuance of any
partnership under the provisions of this act
no part OF the capital stock thereof shall be
Withdrawn, nor any division Of the interest OF
profits be made, SO as to reduce such capital
stock below the sum stated in the certificate
before 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 scveraly be
held responsible fer al sums by them in any
| way received, withdrawn or divided. with in
terest thereon fium the time when they were
! withdrawn respectively.
| Sec. y. No general assignment by any
limited partnership in case of insolvency, ol
where the goods and estate ofthe partnership
re insufficient for the payment Of ali the
debts thereof, shall be valid. unless it shall
provide for u Dist bution or the partnership
property among all the creditors in proportion
to the amount Of their several legal claims
excepting the claims of the government o
the United States, arising from bonds fo
duties, which are first to be paid or secured
4 Sec. 10. In case of the insolvency of an,
limited partnership, no spcca partner shall
under any circumstances, be allowed to CLAIM
as creditor, until the legal claims Of all ohe
creditors Of the partnership shall be satisfied
H Sec. IL. All suits respecting the busines
OF such partnership, shall be- prosecuted b.
and against the general partners only; cxccp
IN those cases in which provision il herei
made, that the special partners shall b
e deemed general partners, aud that specia
r partnerships shall be deemed general par,
E nershiPs; III which cases, all the partner
. deemed general partners may join or b
D joined IN such suits; and excepting also thos
cases where special partners shall be hel
F. severally responsible. on account of any sun,
, by them received or Withdrawn from the com
mon stock, es before provided.
Sec. l2. No dissolution of limited par
nrrsbip shall take place, except by operatio
Ioflaw, before the time specified in The certif
cate before mentioned, unless q notice
such dissolution shall be recorded in III