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2454. A change of the partnership name, which plainly indicates the withdrawal of a partner, is sufficient notice of the fact of such withdrawal to all persons to whom it is communicated; but a change in the name, which does not contain such an indication, is not notice of the withdrawal of any partner.
2458. Powers after dissolution.
2458. After the dissolution of a partnership, the powers and authority of the partners are such only as are prescribed by this article.
2459. Any member of a general partnership may act in liquidation of its affairs, except as provided by the next section.
2460. If the liquidation of a partnership is committed, by consent of all the partners, to one or more of them, the others have no right to act therein; but their acts are valid in favor of persons parting with value, in good faith, upon credit thereof.
2461. A partner authorized to act in liquidation may collect, compromise, or release any debts due to the partnership, pay or compromise' any claims against it, and dispose of the partnership property.
2462. A partner authorized to act in liquidation, may indorse, in the name of the firm, promissory notes, or other obligations held by the partnership, for the purpose of collecting the same, but he cannot create any new obligation in its name, or revive a debt against the firm, by an acknowledgment, when an action thereon is barred under the provisions of the Code of Civil Procedure. 1873–252.
Of the Use of Fictitious Names. Section
Section 2466. Fictitious names generally. 2470. Registration. 2467. Foreign partnerships.
2471. Certified copies. 2468. Certificates generally.
2472. Foreign co-partnership, 2469. New certificate, change of agent.
2466. Except as otherwise provided in the next section every person transacting business in this state under a fictitious name and every partnership transacting business in this state under a fictitious name, or a designation not showing the names of the persons interested as partners in such business, must file with the clerk of the county in which his or its principal place of business is situated, a certificate, stating the name in full and the place of residence of such person and stating the names in full of all the members of such
partnership and their places of residence. Such certificate must be published once a week for four successive weeks, in a newspaper published in the county, if there be one, and if there be none in such county, then in a newspaper in an adjoining county. An affidavit showing the publication of such certificate call be filed with the county clerk within thirty days after the completion of such publication. 1923.
2467. A commercial or banking partnership, established and transacting business in a place without the United States, may, without filing the certificate or making the publication prescribed in the last section, use in this state the partnership name used by it there, although it be fictitious, or do not show the names of the persons interested as partners in such business. 1873—253.
2468. The certificate filed with the clerk as provided in section twenty-four hundred and sixty-six must be signed by the person therein referred to, or by the partners, as the case may be, and acknowledged before some officer, authorized to take the acknowledgment of conveyance of real property. Where a business is hereafter commenced by a person under a fictitious name or a partnership is hereafter formed, the certificate must be filed and the publication designated in that section must be made within one month after the commencement of such business, or after the formation of the partnership, or within one month from the time designated in the agreement of its members for the commencement of the partnership. Where the business has been heretofore conducted under a fictitious name or where the partnership has been heretofore formed, the certificate must be filed and the publication made within six months after the passage of this act. No person doing business under a fictitious name, or his assignee or assignees, nor any persons doing business as partners contrary to the provisions of this article, or their assignee or assignees, shall maintain any action upon or on account of any contract or contracts made, or transactions had, under such fictitious name, or in their partnership name, in any court of this state until the certificate has been filed and the publication has been made as herein required. 1911—441.
2469. On every change in the members of a partnership transacting business in this state under a fictitious name, or a designation which does not show the names of the persons interested as partners in its business, except in the cases mentioned in section twenty-four hundred and sixty-seven, a new certificate must be filed with the county clerk, and a new publication made as required by this article on the formation of such partnership. 1873—254.
2470. Every county clerk must keep a register of the names of firms and persons mentioned in the certificates filed with him pursuant to this article, entering in alphabetical order the name of every such person who does business under a fictitious name, and the fictitious name, and the name of every such partnership, and of each partner therein. 1911–440.
2471. Copies of the entries of a county clerk, as herein directed, when certified by him, and affidavits of publication, as herein directed, made by the printer, publisher, or chief clerk of a newspaper, are presumptive evidence of the facts therein stated. .2472. Every co-partnership, other than those mentioned in section
two thousand four hundred and sixty-seven of this code, domiciled without this state, and having no regular place of business within this state, must, within forty days from the time it commences to do business therein, file in the office of the secretary of state a designation of some person residing within the state upon whom process issued by authority of or under any law of this state, may be served. A copy of such designation, duly certified by the secretary of state, is sufficient evidence of such appointment. Such process may be served on the person so designated, or, in the event that no such person is designated, then on the secretary of state, and the service is a valid service on such co-partnership. 1909—1065.
II. Powers, Rights, and Duties of the Partners.
Section 2477. Special partnership.
2481. Sums contributed. Affidavit. 2478. Described.
2482. Compliance necessary. 2479. Certified statement.
2483. Publication of certificate. 2480. Acknowledged and recorded. 2484. Filing affidavit. False statement.
2485. Renewal special partnership.
2477. A special partnership may be formed by two or more persons, in the manner and with the effect prescribed in this chapter, for the transaction of any business except banking or insurance.
2478. A special partnership may consist of one or more persons called general partners, and one or more persons called special partners.
2479. Persons desirous of forming a special partnership must severally sign a certificate, stating:
1. The name under which the partnership is to be conducted; 2. The general nature of the business intended to be transacted;
3. The names of all the partners, and their residences, specifying which are general and which are special partners;
4. The amount of capital which each special partner has contributed to the common stock; 5. The periods at which such partnership will begin and end.
2480. Certificates under the last section must be acknowledged by all the partners, before some officer authorized to take acknowledgment of deeds, one to be filed in the clerk's office, and the other recorded in the office of the recorder of the county in which the principal place of business of the partnership is situated, in a
book to be kept for that purpose, open to public inspection; and if the partnership has places of business situated in different counties, a copy of the certificate, certified by the recorder in whose office it is recorded, must be filed in the clerk's office, and recorded in like manner in the office of the recorder in every such county. If any false statement is made in any such certificate, all the persons interested in the partnership are liable, as general partners, for all the engagements thereof.
2481. An affidavit of each of the partners, stating that the sums specified in the certificate of the partnership as having been contributed by each of the special partners, have been actually and in good faith paid, in the lawful money of the United States, must be filed in the same office with the original certificate.
2482. No special partnership is formed until the provisions of the last five sections are complied with.
2483. The certificate mentioned in this article, or a statement of its substance, must be published in a newspaper printed in the county where the original certificate is filed, and if no newspaper is there printed, then in a newspaper in the state nearest thereto. Such publication must be made once a week for four successive weeks, beginning within one week from the time of filing the certificate. In case such publication is not so made, the partnership must be deemed general.
2484. An affidavit of the making of the publication mentioned in the preceding section, made by the printer, publisher, or chief clerk of the newspaper in which such publication is made, may be filed with the county recorder with whom the original certificate was filed, and is presumptive evidence of the facts therein stated.
2485. Every renewal or continuance of a special partnership must be certified, recorded, verified, and published in the same manner as upon its original formation.
Section 2489. Who to do business. 2493. Withdrawal capital. 2490. Special partners may advise. 2494. Interests and profits. 2491. May loan money. Insolv- 2495. Result of withdrawing capiency.
tal. 2492. General partners, sue and 2496. Preferential transfer void.
2489. The general partners only have authority to transact the business of a special partnership.
2490. A special partner may at all times investigate the partnership affairs, and advise his partners, or their agents, as to their management.
2491. A special partner may lend money to the partnership, or advance money for it, and take from it security therefor, and as to such loans or advances has the same rights as any other creditor;
but in case of the insolvency of the partnership, all other claims which he may have against it must be postponed until all other creditors are satisfied.
2492. In all matters relating to a special partnership, its general partners may sue and be sued alone, in the same manner as if there were no special partners.
2493. No special partner, under any pretense, may withdraw any part of the capital invested by him in the partnership, during its continuance.
2494. A special partner may receive such lawful interest and such proportion of profits as may be agreed upon if not
out of the capital invested in the partnership by him, or by some other special partner, and is not bound to refund the same to meet subsequent losses.
2495. If a special partner withdraws capital from the firm, contrary to the provisions of this article, he thereby becomes a general partner.
2496. Every transfer of the property of a special partnership, or of a partner therein, made after or in contemplation of the insolvency of such partnership or partner, with intent to give a preference to any creditor of such partnership or partner over any . other creditor of such partnership, is void against the creditors thereof; and every judgment confessed, lien created, or security given, in like manner and with the like intent, is in like manner void.
2500. Liability of partners.
may question existence.
2500. The general partners in a special partnership are liable to the same extent as partners in a general partnership.
2501. The contribution of a special partner to the capital of the firm, and the increase thereof, is liable for its debts, but he is not otherwise liable therefor, except as follows:
1. If he has willfully made or permitted a false or materially defective statement in the certificate of the partnership, the affidavit filed therewith, or the published announcement thereof, he is liable, as a general partner, to all creditors of the firm;
2. If he has willfully interfered with the business of the firm, except as permitted in article two of this chapter, he is liable in like manner; or,
3. If he has willfully joined in or assented to an act contrary to any of the provisions of article two of this chapter, he is liable in like manner.
2502. When a special partner has unintentionally done any of the acts mentioned in the last section, he is liable, as a general partner,