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Section 46.-Such partnership shall consist of one or more general partners who shall be jointly and severally liable for all the debts of the partnership, and of one or more special partners who shall contribute to the common stock in actual cash payment a specified amount of capital and shall not be personally liable for the debts of the partnership except as hereinafter provided.
Section 47.-The business of such partnership shall be conducted under a firm name in which the names of the general partners only shall be inserted, without the addition of the word "company" or of any other general term; or, with the consent of the members of a former firm or their legal representatives to whose business such partnership lawfully succeeds, it may be conducted under the name of such former firm. The names of not more than three general partners shall be required to be inserted in such firm name. A special partner who consents or is privy to the use of his name in the firm name shall be liable as a general partner; but if his surname is the same as that of a general partner whose surname is used in the firm name, or if it appears in the name of a former firm adopted as aforesaid by such partnership, he shall not be so liable.
Section 48.-The members of such partnership shall make and severally sign a certificate, which shall contain the firm name under which the business of the partnership is to be conducted, the names and residences of all the partners, distinguishing who are general and who special partners, the amount of capital which each special partner has contributed to the common stock, the general nature of the business to be transacted, the time when the partnership is to begin and the time when it is to terminate. If a false statement is made in such certificate, all the partners shall be liable as general partners.
Section 49.-Such certificate shall be acknowledged by all the partners before a justice of the peace or, if a partner resides out of the state, before a United States consul, notary public or other magistrate authorized to take acknowledg
ments of deeds of land in this state, and shall be filed in the office of the secretary of the state and recorded in said office in a book to be kept for that purpose, which shall be open to public inspection. The fee for filing such certificate shall be one dollar.
Section 50.-A copy of such certificate shall, immediately after such filing, be published once in each of six successive weeks in a newspaper published in the place (or in each place if more than one) where the partnership business is to be carried on. Within sixty days after the filing of said certificate, an affidavit of one of said partners stating the newspaper in which and the dates upon which the copy of said certificate was published shall be filed in the office of the secretary of the state and recorded as provided in the preceding section.
Section 51.-Upon the renewal or extension of a limited partnership beyond the time originally limited for its termination, the capital contributed by the special partners shall equal or exceed the aggregate capital originally contributed by them, and a certificate of such renewal or extension stating the amount of capital contributed by each of the special partners at such renewal or extension and that the whole amount thereof equals or exceeds the amount originally contributed by them, shall be made, acknowledged, filed, recorded and published and an affidavit of publication filed and recorded in like manner as is herein provided for the certificate of its original formation.
Section 52.-During the continuance of such partnership no part of its capital shall be withdrawn, nor shall any division. of interest or profits be so made as to reduce such capital below the amount stated in said certificates; but a special partner may withdraw from the profits the interest on the capital contributed by him at any rate agreed on not exceeding six per cent. per annum, if such withdrawal does not impair the capital. If at any time during the continuance or at the termination of the partnership its assets are not sufficient to
pay its debts, the special partners shall severally be held liable for all money by them in any way withdrawn or received, except as above provided, with interest thereon from the time when it was so withdrawn or received.
Section 53.-All suits relating to the business of such partnerships shall be prosecuted by and against the firm. The equitable proceeding by a judgment creditor of the firm described in Section 12 of this act shall be used against the general partners only, except when the special partners are held liable as general partners and except when special partners are held severally liable on account of money by them withdrawn from the common stock as provided in the preceding section, in which case all partners so liable shall be subject to this equitable proceeding.
Section 54.-No such partnership shall be dissolved, except by operation of law, before the time specified in the certificate of its formation or renewal of extension, unless a notice of such dissolution is filed and recorded in the office of the secretary of the state, and is published and an affidavit of publication is made as provided in Section 50.
Section 55.-Except as provided in this act the members of limited partnerships shall be subject to all the liabilities and entitled to all the rights of general partners.
Section 56.-[Definitions of " Court" and "Business."] In this act, unless the contrary intention appears,—
The expression "court" includes every court and judge haying jurisdiction in the case:
The expression "business" includes every trade, occupation or profession.
Section 57.-[Saving for Rules of Equity and Common Law.] The rules of equity and of common law applicable to partnership shall continue in force except so far as they are inconsistent with the express provisions of this act.
Section 58.-[Inconsistent Legislation Repealed.] All acts or parts of acts inconsistent with this act are hereby repealed.
Section 59.-[Time when Act Takes Effect.] This act shall come into operation on the
sand nine hundred and
Section 60.-[Name of Act.] This act may be cited as
the Partnership Act, 190-.