Burlington free press. [volume] (Burlington, Vt.) 1827-1865, 1839-12-20
REFUSED sra TUTES.
CHAPTER Is.
OF Limited Partnerships.

I, Limred partnerships for the transac'
ton of mercantile. mechanical or manufac
turing business within this slate, may b.
formed by two or more persons. upon the
terms, and subjec, to the conditions and IT,
abilities, prescribed in this chapter, bu
nothing Contained IN thls chapter shat au'
,hotize such partnerships for the purpose
of banking or Insurance..
g Such partnerships may consist OF one
OF more persons. VIII" shall be called gen
e:al partners. and shall be jointly and sew
orally responsible. as genera partners now
are BY law. and of one or more persons,
who shall contribute 10 The common stock
a specific sum. IN actual cash payment, a.
cap,lal, and who shall De called speclal
pa,,ners, and sha not be personally lIaule
for any debts Of partnership, except IN the
cases hereinafter specified.
3. The persons forming such partner
ships. Shall make, and severally sign GER
tifca,e, which shall! contain the name or
firm under which such partnership is t. be
conducted, he names and the respective
places Of residence If all the genera! aud
special partners, distinguishing who are
general and who are SPECIAL partners, the
amount Of capital which each special par
the, has contributed to the common stock
the general nature of the business TO be
transacted aud The time when the partner
ship is TO commence, and when 1t is to
terminate.
4. No such partnerships sha' be deemed
to have been formed, unIll n certificate
made as aforesaid, shall be acknowledged
a. l,,,f { ! l,,,
peace and recorded in the town clerk 5
Office in the town IN which the prime pal
place Of the business is situated, IN a book
to kept for that purpose. open to pubic
inspection aad if the partnerships shall
have places Of business situated IN different
towns, the certificate aforesaid shall be re-
corded in each of such towns; and # any
false statement shall be made in any such
certificate, all the persons interested IN
the partnership sha II be liable as general
partner fer all the engagements thereof.
S, The partners shat for six success We
weeks immediately after such certificate
shall be recorded, publish copy thereof III
newspaper printed in the county where
their principal place of business is situated
and if no such paper be there printed, then
10 newspaper p;Inled IN au adjoining
county in this state; and in case such pub
lco'ion be not so made, the partnership
shall be deemed general.
G. Upon every renewal or continual ion
ofa limited partnership, beyond the tune
originally agreed upon for its duration, a
certificate thereof shall be made, acknowl,
edged, recorded and published, in the like
manner as is provided in tins chapter for
the original formation Of limited partner
ships, and every such partnership which
shall no. be renewed in conformity with
;he provisions OF this section shall be
deemed general partnership.
I. The business of the partnership sha 1
be sonducted under a firm, in which the
names ofthe general partners only shal
be inserted. without the addition of the
word company or any other general term
and The general partners only shall tran
sact the business and if the name Of any
special partner sha be used in such firm
with his consent or prlviy, or It he shall
personally make any contract respecting
the concerns of the partnership, with an,
person except the general partners. b,
shall be deemed and treated as genera
partner.
8. During the continuance of any part
nershp,under The provisions of this chapre
no part Of the capital stock thereof shall
be Withdrawn, nor any division of nleres
or profits be made, 50 as to reduce suci
capital stock below the sum stated IN III,
certificate before mentioned, and If at an,
time during the continuance, or at the ter
or assets shall not be sufficient to pay tn