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What county

ment.

otherwise appropriated. And should there not be money in the treasury of any county, sufficient for that purpose, the board of said county are hereby authorized to levy, and cause to be collected, a tax or series of taxes, for that purpose, with the interest thereon: provided that the interest shall be annually paid.

It is further provided, That there shall be no liability, liable for pay for the payment of the principal sum so borrowed, except upon the proper county for whose use it was borrowed, and upon such other county as may be attached to the same, at the time the debt becomes due. SECTION 3. This act to be in full force, and take ef from and after the first day of May next. Approved January 15, 1838.

Limited partnerships per

mitted, and for what purposes.

General part

ners and their liabilities.

Special part

ners.

General partners to act.

No. 47.

AN ACT relative to limited partnerships.

SECTION 1. Be it enacted by the council and house of representatives of the territory of Wisconsin, That limited partnerships, for the transaction of any agricultural, mercantile, mechanical, mining, smelting or manufac turing business within this territory--and for no other purpose whatever-may be formed by two or more persons, upon the terms, with the rights and powers, and subject to the conditions and liabilities herein prescribed.

SECTION 2. Such partnerships shall consist of one or more persons, who shall be called general partners, and who shall be, jointly and severally, responsible as general partners now are by law, and of one or more persons, who shall contribute, in actual cash payment, a specific sum as capital, to the common stock, who shall be called special partners, and who shall not be liable for the debts of the partnership, beyond the fund so contributed by him or them to the capital.

SECTION 3. The general partners only, shall be authorized to transact business, and sign for the partnership, and to bind the same.

SECTION 4. The persons desirous of forming such

the formation of

partnership shall make, and severally sign, a certifi- Requisites in cate, which shall contain: First. The name or firm un- the partnership. der which such partnership is to be conducted. Second. The general nature of the business intended to be transacted. Third. The names of all the general and special partners interested therein, distinguishing which are general, and which are special partners, and their respective places of residence. Fourth. The amount of capital which each special partner shall have contributed to the common stock. Fifth. The period at which the partnership is to commence, and the period that it will terminate.

acknowledged

SECTION 5. The certificate shall be acknowledged Certificate how by the several persons signing the same, in the manner, and before the same persons that deeds are now acknowledged; and the said ackowledgment shall be certified, in the same manner as the acknowledgment of deeds is now certified.

SECTION 6. The certificate so acknowledged and and recorded. certified shall be recorded and filed in the office of the register of deeds of the proper county, in which the principal place of business of the partnership shall be situated; and shall also be recorded by him at large, in a book to be kept for that purpose, open to public inspection. If the partnership shall have places of business situated in different counties, a transcript of the certificate, and of the acknowledgment thereof, duly certified by the register, in whose office it shall be filed, and under his official seal, shall be filed and recorded in like manner, in the office of the register of every such county.

SECTION 7. At the time of filing the original cer- Affidavit to be tificate, with the evidence of the acknowledgment led also. thereof, as before directed, an affidavit of one or more of the general partners shall also be filed in the same office, stating the sums specified in the certificate to have been contributed, by each of the special partners, to the common stock, and to have been actually and in good faith paid in cash.

ment.

SECTION 8. No such partnership shall be deemed Consequences to have been formed, until a certificate shall have been of false statemade, acknowledged, filed and recorded, nor until an affidavit shall have been filed as above directed. And if any false statement be made in such certificate, or affidavit, all the persons interested in such partner

Publication

how made

and proved.

Partnership

continued.

ship shall be liable for all the engagements thereof as general partners.

SECTION 9. The partners shall publish the terms of the partnership, when registered, for at least six weeks immediately after such registry, in a newspaper published in the county where the principal business of the partnership shall be carried on, if there be one published in that county; if not then in a newspaper in the territory, nearest to the said principal place of business, to be designated by the register of deeds of the county in which said registry shall be made; and if such publication be not made the partnership shall be deemed general.

SECTION 10. Affidavits of the publication of such notice, by the printers of the newspaper in which the same shall be published, may be filed with the regis ter of deeds in the county where the principal business of the partnership may be carried on, and shall be evidence of the facts therein contained.

SECTION 11. Every renewal, or continuance of how renewed or such partnership, beyond the time originally fixed for its duration, shall be certified, acknowledged and recorded, and an affidavit of a general partner be made and filed, and notice be given in the manner herein required for its original formation; and every such partnership which shall be otherwise renewed or continued shall be deemed a general partnership.

What shall be a

the partnership.

SECTION 12. Every alteration which shall be made dissolution of in the names of the partners, in the nature of the bu siness, or in the capital or shares thereof, or in any other matter specified in the original certificate, shall be deemed a dissolution of the partnership; and every Consequences such partnership which shall in any manner be carried on after any such alteration shall have been made, shall be deemed a general partnership, unless renewed as a special partnership according to the provisions of the last section.

thereof.

In what name

conducted.

SECTION 13. The business of the partnership shall business to be be conducted under a 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 if the name of any special partner shall be used in such firm, with his privity, he shall be deemed a general partner.

SECTION 14. Suits in relation to the business of

whom suits to be brought.

partnership may be brought and conducted by and By and against against the general partners, in the same manner as if there were no special partners.

property not

SECTION 15. No part of the sum which any spe- Special partners cial partner shall have contributed to the capital stock liable, nor to be shall be liable for any debts previously contracted by withdrawn. the general partners, nor shall any part of such sum be withdrawn by him or paid or transferred to him, in the shape of dividends, profits, or otherwise, at any time during the continuance of the partnership. But any partner may annually receive lawful interest on the sum so contributed by him, if the payment of such Except as a interest shall not reduce the original amount of such capital; and if after the payment of such interest any profits shall remain to be divided, he may also receive his portion of such profits.

dividend.

of reducing cap

SECTION 16. If it shall appear that by the payment Consequences of interest or profits, to any special partner, the origin- ital stock by al capital has been reduced, the partner receiving the dividends. same shall be bound so restore the amount necessary to make good his share of capital with interest.

partners may

SECTION 17. A special partner may from time to How far special time examine into the state and progress of the part- interfere. nership concerns, and may advise as to their management; but he shall not transact any business on account of the partnership, nor be employed for that purpose as agent, attorney or otherwise. If he shall interfere contrary to these provisions, he shall be deemed a general partner.

SECTION 18. The general partners shall be liable to Liability of genaccount to each other, and to the special partners for eral partners. the management of their concerns, both in law and

in equity, as other partners now are by law.

fraud.

SECTION 19. Every partner who shall be guilty of Penalty for any fraud in the affairs of the partnership, shall be lia ble civilly, to the party injured, to the extent of his damage.

SECTION 20. Every sale, assignment, or transfer of Assignment any of the property or effects of such partnership, when void. when insolvent, or in contemplation of the insolvency of any partner, with the intent of giving a preference to any ereditor of such partnership, or insolvent partner over other creditors of such partnership, and every judgment confessed, lien enacted, or security given by any such partner under the like circumstances, and

Liability thereby incurred.

In ease of insolvency, credi

paid.

with the like intent, shall be void as against the creditors of the partnership.

SECTION 21. Every such sale, assignment or transfer of any of the property or effects of the general or special partner, made by such general or special partner when insolvent, or in contemplation of insolvency, or after, or in contemplation of the insolvency of the partnership, with the intent of giving to any creditor of his own, or of the partnership, a preference over the creditors of the partnership; and every judgment confessed, lien enacted, or security given by any such partner, under the like circumstances, shall be void as against the credit rs of the partnership.

SECTION 22. Every special partner who shall violate any provision of the two last preceding sections, or who shall concur in or assent to any such violation by the partnership, or by any individual partner, shall be liable as a general partner.

SECTION 23. In case of the insolvency, or banktors to be first ruptcy of the partnership, no special partner shall under any circumstances, be allowed to claim as a credit.or until the claims of all the other creditors of the partnership shall be satisfied.

How dissolution effected.

SECTION 24. No dissolution of such partnership, by the acts of the parties, shall take place previous to the time specified in the certificate of its formation, or in the certificate of its renewal, until a notice of such dissolution shall have been filed and recorded in the register's office, in which the original certificate was recorded, and published once in each week for four weeks in a newspaper published as is provided for in the ninth section of this act. Approved January 15, 1838.

No. 48.

AN ACT to divorce Abraham Jones and Lucinda Jones from the bonds of matrimony and for other purposes..

SECTION 1. Be it enacted by the council and house of representatives of the territory of Wisconsin, That the bonds of matrimony, heretofore and now existing be tween Lucinda Jones and her husband, Abraham

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