Rutland herald. [volume] (Rutland, Vt.) 1823-1847, 1840-01-14
Revised Statutes
CHAPTER LXxv.
Of Limlfed Partnersi,ps.

business within this state, NAV be formed by
two or more persons, upon the terms, and sub
Ject 10 the conditions and liabilities prescribed
in this chapter, but nothing contained in this
chapter shall authorize such partnerships for
the purpose OF banking OF insurance.
2. Such partnerships may consist Of one
or more persons, who shall be called general
partners, and shall be jointly and sovcrallyre.
sponsibe, as general partners now arc
and OF one or more persons who shall
ute 10 tho common stock a specific sun
iual cash payment, capital, and wi
be called special partners and shall
: r..s-s.s.-sii ia.i.ia Gas any asiiis nf thu
ship, except in the cases hereinafter
/ 8. The persons forming such part
shall make, and sevcrally sign
which shall contain the name or finn unu-I
which such partnership is to be conducted tho
names and the respective places of residence
OF all the general and special partners, distin-
gushing who arc general, and who are spe-
cial partners, the amount of capital which each
special partner has contributed to the common
stock, the general nature of the business TO DO
transacted, and the time when the partnership
is to commence, and when il is to terminate.
4. No such partnership shall DO deemed to
have been formed, until certificate, madc az
aforesaid, shall be acknowledged by the part
ners, before a justice OF the peace and record
which the principal place of the business is
situated, in book TO he kept for tina, purpose,
open TO public inspection and If the partner
ships shall have places of business situated in
different towns, the certificate aforesaid shall
be recorded in each ofsuch towns and ifsny
false statement shall be made in any such
certificate, all the persons interested in tho
partnership shall be liable as general partners
for all the engagements thereof.
8. The partners SHALL for six successive
weeks Immediately after such certificate shall
be recorded publish a copy thereofin news
paper printed in the county where their prn-
cipal place Of business is situated, and if no
such paper be there printed, then newspaper
printed in an adjoining county in this state
and in case such publication be not SO made,
the partnership shall be deemed general.
9. Upon every renewal or continuation OF a
limited partnership, beyond the time originally
agreed upon for its duration, certificate there
OF shall be made, acknowledged, recorded and
published, in the like manner as is provided in
this chapter for the original formation Of limit
cd partnerships, and every such partnership
which shall not be renewed in conformity with
the provisions Of this section shall be deemed
a general partnership
7. Inc business OF the partnership shall be
conducted under firm, in which the names Of
the general partners only shall be inserted,
without the addition of the word company, or
any other general term and the general part
ners only shall transact the business and the
name of any special partner shall be used in
such firm, with his consent or privily, or if he
shall personally make any contract respecting
the concerns Of the partnership, with any per-
son except the general partners, he shall be
deemed and treated as a general partner.
=. During the continuance of any partner
ship, under the provisions of this chapter,
no part OF the capital stock thereof shall DO
Withdrawn, nor any division ofinterest or prof
its 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 con-
tinuance, or a, the termination OF the partner
ship, the property or assets shall not be sufli-
cient to pay the partnership debts then the
special partners shall be sevcrally held respon-
siblc for all sums by them ia any way with
drawn, or divided, with interest thereon from
the time they were SO withdrawn respectively.
6. No general assignment 10y such partner
| ship IN case OF insolvency oI where their goods
| and estate are insufficient for the payment OF
! all their debts shall be valid, unless II shah
! provide for distribution Of the Partnership
property among all the creditors. 10 proportion
| to the amount Of their several claims, except
| ing taxes against the firm, and claims OF tho
! government OF the United Sto'es arising from
| bonds for duties, which are first 10 be paid Or
| secured.
10. In case OF an assignment, as provided
| Tor IN the preceding section, the assent oil tho
| creditors shall, be presumed, unless they shall
within sixty days after notice thereof dissent,
/ either expressly o. by some act clearly imply
ing such dissent ana no such assignment
| shall be valid, unless notice thereof shall DO
! given in some newspaper printed IN the coun-
y whore the principal place of business is sit
uaieh, and II no newspaper bcpnnied in such
county, then IN some newspaper printed in
/, the adjoining county IN This state, within
| fourteen days after the making Oisuch assign
ment.
/ a. All suits respecting the business Of such
partnership shall be prosecuted by and against
/ the general partners only except tn those cas-.
I es, in which provision is made in this chap
ter, that the special partners she'll be denmed
! general partners, ard that speci1l partnership.
} shall be deemed general partnerships IA which
I ctse AL the partners deemed general partners
may JOIN or be joined IN such suits, and e1-
Z cepiing also those cases where special a,y,.
ners shall be held Severaiiy responsible "a AZ.
count Of any laHds by them received or nnh.
drawn from the common stock before proyld.
ed.
I2. No dissolution ola limited panner.hio
shall take place, eXcep, by operation Of law.
! beioIe the time specified IN The certificate be.
fore mentioned, unless notice Of such disso
luton. shall he recorded and published, in lika
manner az the original certificate as herein
before directed 70 be recorded and polished
- In all cases not otherwise provided for
m tbs chapter. the members Of limited part
neTships shall he subject 10 all the labilitie.