right to use the name of such person, for the purpose of continuing and carrying on such business, shall survive and pass and be disposed of and accounted for as part of the personal estate of such deceased person, and such business may be continued and carried on under such name by any person who comes into the legal possession thereof. 21. Certificate to be filed and recorded; clerk's fees.Whenever a partnership or business name continues to be used as provided by the last preceding section, the person or persons using such name shall sign and acknowledge a certificate, declaring the person or persons intending to deal under such name, with their respective places of residence, and file the same in the clerk's office of the county where the principal place of business is located, and cause a copy of such certificate to be published once in each week for four consecutive weeks in a newspaper of the city or town in which such principal place of business is located, or if none be published in such city or town, in the newspaper nearest thereto. A county clerk with whom any such certificate is filed, shall keep a book in which all such certificates shall be recorded, with their date of record, and also a register in which shall be entered in alphabetical order the name of every such partnership and of the partners thereof, and every such business name of a deceased person and the names of the persons filing certificates therefor. The clerk is entitled to a fee of one dollar for filing and recording such certificate and entering such names, and to an additional fee of ten cents for every name of a partner beyond two, and to a fee of fifty cents for a certified copy of such certificate. ARTICLE III. LIMITED PARTNERSHIPS. SECTION 30. Formation. 31. Affidavit to be filed. 32. Terms of partnership to be published. 33. Renewal or continuance of partnership. 34. Effect of false statements or failure to publish terms. 35. The firm name, list of members to be posted. 36. Liability of partners. 37. General powers of partners. 38. Actions by and against the partnership. 39. Capital of special partner not to be withdrawn; when he may receive interest. SECTION 40. Fraudulent transfers of property by partnership or partner. 41. Dissolution or alterations; by death of partner; when partnership may be continued by survivors. 42. Dissolution by acts of partners. § 30. Formation.--Two or more persons may form a limited partnership, which shall consist of one or more persons of full age, called general partners, and also of one or more persons of full age, who contribute in actual cash payments, a specified sum as capital, to the common stock, called special partners, for the transaction within this state of any lawful business, except banking and insurance, by making, severally signing and acknowledging, and causing to be filed and recorded in the clerk's office of the county where the principal place of business of such partnership is located, a certificate, in which is stated: 1. The name or firm under which such partnership is to be conducted, and the county wherein the principal place of business is to be located; 2. The general nature of the business intended to be transacted; 3. The names, and whether of full age, of all the general and special partners interested therein, distinguishing which are general and which are special partners, and their respective places of residence; 4. The amount of capital which each special partner has contributed to the common stock; 5. The times at which the partnership is to begin and end. If the partnership has places of business situated in different counties, a copy of the certificate, and of the acknowledgment thereof, certified by the clerk in whose office it is filed, under his official seal, shall be filed and recorded in like manner, in the office of the clerk of each such county. 31. Affidavit to be filed.-At the time of filing such original certificate, an affidavit of one or more of the general partners, stating that the sums specified in the certificate to have been contributed to the common stock by each of the special partners have been actually and in good faith paid in cash, shall also be filed in the same office, and a copy thereof certified by the county clerk, filed in each office in which a copy of the original certificate is filed. § 32. Terms of partnership to be published.-Immediately after the filing of the certificate, a copy of the same or a notice containing the substance thereof, shall be published once in each week for six successive weeks, in two newspapers of the county in which such original certificate is filed, to be designated by the county clerk, one of which newspapers shall be a newspaper published in the city or town in which the principal place of business is intended to be located, if a newspaper be published therein; or, if no newspaper is published therein, in the newspaper nearest thereto, and proof of such publication by affidavit of the printer or publisher of each of such newspapers must be filed with the original certificate. $33. Renewal or continuance of partnership.-Every such partnership may be renewed or continued, beyond the time fixed for its duration, in the manner required for its original formation; and no such partnership shall be deemed to have been originally formed, or so renewed or continued, until a certificate is made, acknowledged, filed and recorded, an affidavit filed, and certificate or notice published as required by law. § 34. Effect of false statements or failure to publish terms. -If any false statement be made in any such certificate or af fidavit, made either upon the formation or renewal or continuance or increase of capital of such partnership, or if any such certificate or notice is not so published, or if such partnership be renewed or continued in any other manner, the persons interested therein shall all be liable as general partners. § 35. The firm name; list of members to be posted. The business of the partnership must be conducted under a firm name, which must consist of the name of the general partner, or if there be two or more general partners, of the names of one or more of such partners, with or without the addition of the words "and company," or " and Co." If the name of any special partner be used in such firm name, with his privity, he shall be deemed and be liable as a general partner. The partnership must cause to be placed in a conspicuous place on the outside and in front of the building in which is its principal place of business, a sign on which is printed in legible English, the names in full, of all the members of such partnership, designating which are general and which are special partners. If such sign be not so placed, no action against the partnership shall abate or be dismissed by reason of the failure of the plaintiff to correctly allege in his pleadings, or prove as alleged the number and names of the members of the partnership; but his pleadings THE PARTNERSHIP LAW. Limited Partnerships. 4105 $$ 36-39 may be amended on the trial to conform to the proof in that respect, without costs. § 36. Liability of partners.-The general partners in such partnership shall be jointly and severally liable as general partners are by law. The special partners shall not be liable for the debts of the partnership beyond the fund contributed by them respectively to the capital of the partnership. 37. General powers of partners.-Except as provided in this section, the general partners only may transact the business of the partnership, and they shall be liable to account to each other and to the special partners, for their management of the business, as other partners are by law. Except as provided in this section, a special partner may not sign for the partnership nor bind the same, nor transact any business on account of the partnership, nor be employed for that purpose, as agent, attorney or otherwise. A special partner may, from time to time, examine into the state and progress of the partnership business, and advise as to its management; may loan money to, and advance and pay money for the partnership; and may take and hold the notes, drafts, acceptances and bonds of or belonging to the partnership, as security for the repayment of such money and interest, and may use and lend his name and credit as security for the partnership, in any business thereof, and has the same rights and remedies in these respects as other creditors might have; may lease to the general partner or partners any real or other property for the purposes of the partnership, at such rents and on such terms as may be agreed on; and may negotiate sales, purchases and other business for the partnership, but no business so negotiated is binding on the partnership until approved by a general partner. If a special partner interfere contrary to these provisions, he shall be deemed and be liable as a general partner. If such partnership become insolvent or bankrupt, a special partner shall not, except for claims contracted in pursuance of this section, be allowed to claim as creditor, until the claims of all the other creditors of the partnership are satisfied. 838. Actions by and against the partnership.-Actions and special proceedings in relation to the business of the partnership may be brought and conducted by and against the general partners in the same manner as if there were no special partners. § 39. Capital of special partner not to be withdrawn ; when he may receive interest.--No part of the sum which any special 150 4106 $$ 40-41 GENERAL LAWS. Article III. [CHAP. LI. partner contributes to the capital stock, shall 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 such partner may annually receive lawful interest on the sum so contributed by him, if the payment of such interest does not reduce the original amount of such capital; and if, after the payment of such interest, any profits remain to be divided, he may also receive his portion of such profit. But if by the payment of such interest or profits to any special partner, the original capital is reduced, the partner receiving the same must restore the amount necessary to make good his share of capital, with interest, and he becomes liable as a general partner for debts contracted until he returns such amount, to the extent of the amount so withdrawn. § 40. Fraudulent transfers of property by partnership or partner. Every sale, assignment or transfer of any of the property or effects of such limited partnership, made by such partnership when insolvent or in contemplation of insolvency or after or in contemplation of the insolvency of any partner, or of any of the property or effects of a general or special partner, made by any general or special partner, when insolvent or after or in contemplation of the insolvency of such partnership or such partner, with the intent of giving a preference to any creditor of such partnership or insolvent partner over other creditors of the partnership, and every judgement confessed, lien created, or security given, by such partnership or partner, under the like circumstances, and with like intent, is void as against the creditors of the partnership. Every special partner, who violates this section, or concurs in, or assents to, any such violation by the partnership, or by any individual partner, is liable as a general partner. 8 41. Dissolution by alteration; by death of partner; when partnership may be continued by survivors.—Except as provided in this section, every alteration made in the names of the general partners, in the nature of the business, or in the capital, or shares thereof contributed, held or owned, or to be contributed, held or owned, by any of the special partners, and the death of any partner, whether general or special, dissolves the limited partnership, or if such partnership be continued, constitutes such partnership, a general partnership, in respect to all business transacted after such alteration or death, unless the articles of partnership provide that in the event of the death of a partner, the partnership may |