Imagens das páginas

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, ex

cept 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 effrom and after the first day of May next.

Approved January 15, 1838.

What county

No. 47.

AN ACT relative to limited partnerships.

Limited part

SECTION 1. Be it enacted by the council and house of mitted and for representatives of the territory of Wisconsin, That limited what purposes. partnerships, for the transaction of any agricultural,

mercantile, mechanical, mining, smelting or manufacturing 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. General part.

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

General part ners and their liabilities.

Special partners.

ners to act.

· partnership shall make, and severally sign, a certifi. Requisites in cate, which shall contain: First. The name or firm un- the formation of 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.

SECTION 5. The certificate shall be acknowledged Certificate how by the several persons signing the same, in the manner,

acknowledged 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 oflicial 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- Afidavit to be tificate, with the evidence of the acknowledgment

filed 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.

SECTION 8.' No such partnership shall be deemed consequences to bave 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


[ocr errors]

Publication how made

and proved.

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 register 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. Partnership SECTION 11. Every renewal, or continuance of bow inwegwed 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 forination; and every such partnership which shall be otherwise renewed or continued shall be deemed a general 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.

SECTION 13. The business of the partnership sball 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

What shall be a


In what name


nor to be


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

SECTION 15. * No part of the sum which any spe. Special partners cial partner shall have contributed to the capital stock property or not shall be liable for any detits 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.

SECTION 16. If it shall appear that by the payment Consequences of interest or profits, to any special partner, the origin- ital stock by

capal 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.

SECTION 17. A special partner may from time to pow far special time examine into the state and progress of the

partnership 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.

SECTION 19. Every partner who shall be guilty of Penalty for any fraud in the affairs of the partnership, shall be lia. fraud. 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

partners may interfere.

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 creditors of the partnership. Liability, there SECTION 22. Every special partner who shall vioby: incurred.

late 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. In case of in SECTION 23. In case of the insolvency, or banksolvency, creditors ta be first. ruptcy of the partnership, no special partner shall unpaida

der circumstances, be allowed to claim as a creditor until the claims of all the other creditors of the partnership shall be satisfied.

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.


How dissolution eflected.

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 between Lucinda Jones and her husband, Abraham

« AnteriorContinuar »