Vermont watchman and State journal. [volume] (Montpelier, Vt.) 1836-1883, 1839-12-16

REVISED STATUTES.
CHAPTER rs.
LIMITED PARTNERSHIPS.

!. Limited partnerships for the transaction of
mercantile, mechanical or manufacturing business
within this state, may he formed by two or more
pei sons, upon the terms and subject to the con-
liilions and liabilities, prescribed in this chapter,
but nothing contained in this chapter shall author
ize such partnerships for The purpose of banking
or insurance.
9. Such partnerships may consist of one or
more persons, who shall he called general partners,
md shall be jointly aud severally responsible, as
general partners now are by law, and Of one or
more persons, wlu shall contribute to the COM
mon stock specific sum. in actual cash payment,
as capital, and who shall be called special part
ners, a,n shall not he personally liable for any
debts of the partnership except in the cuses here
matter specified.
3. Tie persons forming such partnerships,
shall make, and severally sign IA certiicatr, which
shall contain the name or firm under which such
partnership is to he conducted, the names and The
| respective places of residence of all the general
| and special partners distinguishing who gen.
eral and who special partners the amount of
capital which each special partner has contributed
10 the common stock, the general nature of The
business TO be transacted, and the time when the
| partnership is TO commence, and when il is 10
terminate.
a. No such partnerships shall be deemed to
have been formed, until certificate made as a.
foresad, shall be acknowledged by all the partners
before justice OF the peace aud recorded in the
town clerks office in the town in which the prin-
cipal place OF the business is situated, in book to
kept for that purpose, open to public Inspection 4;
AMI II the partnerships shall have places of bust
ness situated in different towns the certificate n
foresald shall he corded in each of such tow ms
and if any false statement shall he made in any
such certificate, all the persons Interested i'm the
partnership shall he liable rs general partners. for
all the engagements thereof
5. The partners shall, for SIX successive weeks
Immediately after such certificate shat be record
;lp.i "a al " , "A
| in the county where l,tii principal place of bsi.
, ness Is situated, and II no such paper lie there
printed, tllens III newspaper printed in ad
joining county in this stale; and in case such
publication he not so made, the partnership shall
, be deemed general.
6. Upon every renewal or continuation of q
limited partnership beyond the time original ,
agreed upon for its duration, certificate thereof
shall be made, acknowledged recorded and pub
llshed, in the like manner as is provided in thi.
chapter for the original formation of limited part
o nerships and every such partnership which shal
not he renewed IN conformity with the provision.
. of this section shall be deent general partner
u ship
: T. The business of the partnership shall b,
conducted under firm, in which the names o
the general partners only shall lie inserted, with
ont the addition OF the word company, or any 9th
y er gene al term: and tho general partners only
i shall transact the business; and il the name o
l. any special partner shall be used in such firm
q with his consent or prviy, or il he shall person
n ally make any contract respecting the concerns q
70 the partnership, with any erson except the gen
- era partners, he shall be deemed and treated as
genrral partner.
lie g. Daring tie continuance of any partnership
" under the provisions oi this chnpter, part of tn
- capital stock thereof shall he withdrawn nor an
division of interest or profits he made, az TO re
II, duce such capital stock below the sum stated i
nj ils certificate before mentioned and il at an
IL. -
nj of the partnerships tho property assets shall NJ
ly I've sufficient TO pay the partnership debis then III
nr special partners shall he severally held responsible
10 for NIL Sums by them in any why Withdrawn, c
NJ divided with interest thereon from the time the
or were so Withdrawn respectively
so 9. No general assignment by snch partnershi
nd in case of insolvency, or where their goods al
=, estate are insufficient for the payment of all the
n. debts, shall he valid unless il shall provide for
he distribution of the partnership properly among a
rs the creditors, in proportion 10 the amount OF the
us several claims, excepting taxes against the hrl
,s, and claims of the government ofrhe United State
a, arising from bonds for duties which first
,rd be paid or secured.
M. TO- In case Of nh assignment, as provided {
"a in The preceding section. the assent Of the cred
in toss shall, be presumed unless they shall with
M sky days after notice thereof dissent, either q
Inc pressy ar by same act clearly implying such d
,u sent and no such assignment shall he valid, u
,n s less notice thereof shall he given in some new
sir paper, printed in the county where the prime IL
for place OF business of The party making il IL stu
for ted and il no newspaper he printed IN such cou
h. ~, then ia some newspaper printed in the a
loo joining county, in this state within fourteen ds
mi after the making Of such assignment.
ke ii. All suits respecting the business Of SUI
wo partnership, shall be prosecuted 10y and agar
En-. the general partners only, excep, in those cas
Idv in which provision is made in this chapter, q
the special partners, shall be deemed gene