Territory. Also to make any advances of money to the proprietors of any sugar mill or sugar or rice plantation on condition of receiving in payment as security only for such money the crops of sugar and other produce of such proprietor. And also to accept and take such real estate as shall be mortgaged to it in good faith by way of security, such as shall be conveyed to it in satisfaction of debts previously contracted, such as it shall purchase at sales under judgments, decrees, or mortgages held by the corporation, or shall purchase to secure debts due to it; but no such corporation shall hold the possession of any real estate under mortgage or the title and possession of any real estate purchased to secure any debts due to it for a longer period than five years. It may hold and dispose of every kind of personal property, chattels, wares, and merchandise, franchises or incorporeal rights and easements which it may have taken in good faith as security in the ordinary course of its business, as the interest of the corporation may require. The corporation shall not undertake or be employed in any commercial, agricultural, manufacturing, or common carrier business; and its right to hold and dispose of property acquired from securities or in payment of debts shall not be construed to authorize the bank to undertake, engage in, or carry on any such business as last above mentioned. § 2071. If for any reason any corporation formed under this chapter desires to disincorporate and wind up its affairs, it shall present a petition to the treasurer, together with a certificate setting forth that at a meeting of its stockholders, called for that purpose, it was decided by a vote of three-fourths or more of the stockholders to dissolve the corporation, which certificate shall be signed by the presiding officer and secretary of such meeting. The treasurer shall enter such petition and certificate of record in his office, and after thirty days' notice by publication in Hawaiian and English, in two newspapers published in Honolulu, shall proceed to consider the same, and if satisfied that the vote certified has been duly taken and that all debts due by the said corporation have been paid and discharged, he shall declare the corporation dissolved.

§ 2072. Unless other persons are appointed by some court of competent jurisdiction in pursuance of due process of law, the directors of the corporation, at the time of the dissolution, shall continue to act as trustees of the stockholders and shall have full power to settle and wind up the affairs of the corporation and distribute the proceeds among the stockholders pro rata.

§ 2073. So much of chapter 127 as relates to banking corporations, and all acts and parts of acts of the legislature in so far as they may conflict with the provisions of this chapter, are hereby repealed.

§ 2074. This chapter may be cited in all proceedings and for all purposes as the banking act of 1884.

§ 2075. THE SCHEDULE HEREINBEFORE REFERRED TO:

The liabilities of the company on the first day of January (or July)

were

§ 2084. A partnership may be formed between two or more persons for the transaction of any lawful business. A special partnership may be formed between one or more persons, called general partners, and one or more persons called special partners, for the transaction of any business.

§ 2085. Persons desirous of forming a special partnership must severally sign a certificate stating:

First-The name under which the partnership is to be conducted. Second-The general nature of the business intended to be transacted, and the place or places where such business is to be transacted; giving, if possible, the street and number on the street.

Third-The names of all the partners and the residence of each; specifying which are general and which are special partners.

Fourth-The amount of capital which each special partner has contributed to the common stock.

Fifth-The periods at which such partnership will begin and end. § 2086. Certificates under the last section must be acknowledged by all the partners before some officer authorized to take acknowledg ments of deeds, and filed in the office of the Treasurer, who shall preserve the same and keep a record of the same, which shall be duly indexed. Such certificate, record, and index shall, during all business hours, be open to the inspection of the public free of charge. A fee of fifty cents shall be charged for each name signed to any such certificate. If any false statement is made in any such certificate, all the persons interested in the partnership shall be liable, as general partners, for all the liabilities thereof.

§ 2087. An affidavit of each of the partners, stating that the sums specified on the certificate of the partnership as having been contributed by each of the special partners, have been actually paid in the lawful money of the Territory, must be filed with the certificate above mentioned.

§ 2088. No special partnership is formed until the provisions of the last four sections are complied with.

§ 2089. The certificate mentioned in this article, or a statement of its substance, except the amount of capital contributed by any special partner, must be published in at least two newspapers printed in the English language in Honolulu, once a week for four successive weeks, beginning with one week from the time of filing the certificate. case such publication is not so made, the partnership must be deemed general.

§ 2090. An affidavit of the making of the publication mentioned in the preceding section, made by the printer or publisher of the newspaper in which such publication is made, may be filed with the original certificate above mentioned, and shall be prima facie evidence of the facts therein stated.

PART II.-POWERS, RIGHTS, AND DUTIES OF THE PARTNERS.

§ 2091. The general partners only shall have authority to transact the business of a special partnership.

§ 2092. A special partner may at all times investigate the partnership affairs and advise his partners or their agents as to their management. § 2093. A special partner may lend money to the partnership or advance money for it, or to it, and take from it security therefor, and as to such secured loans or advances has the same rights as any other creditor, but in case of the insolvency of the partnership all other claim which he may have against it must be postponed until all other creditors are satisfied.

§ 2094. 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.

§ 2095. No special partner, under any pretense, may withdraw any part of the capital invested by him in the partnership during its continuance.

§ 2096. A special partner may receive such lawful interest and such proportion of profits as may be agreed upon, if not paid out of the capital invested in the partnership by him or some other special partner, and is not bound to refund the same to meet subsequent losses.

§ 2097. If a special partner withdraws capital from the firm, contrary to the provisions of this part, he thereby becomes a general partner.

PART III.-LIABILITY OF PARTNERS.

§ 2098. The general partners in a special partnership are liable to the same extent as partners in a general partnership.

§ 2099. 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; or

(2) If he has willfully interfered with the business of the firm, except as permitted hereinabove, 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 Part II of this chapter he is liable in like manner. § 2100. When a special partner has, unintentionally, done any of the acts mentioned in the last section, he is liable as a general partner to

any creditor of the firm who has been actually misled thereby to his prejudice.

PART IV.-ALTERATION AND DISSOLUTION.

§ 2101. A special partnership becomes general if, within ten days after any partner withdraws from it, or any partner is received into it, or a change is made in the nature of its business or in its name, a certificate of such fact, duly verified and signed by one or more of the partners, is not filed with the treasurer and notice thereof published, as is provided in Part I of this chapter for the publication of the certificate.

§ 2102. New special partners may be admitted into a special partnership upon a certificate and affidavit being filed and recorded according to the provisions of Part I of this chapter.

§ 2103. A special partnership is subject to dissolution in the same manner as a general partnership, except that no dissolution by the act of the partners is complete until a notice thereof has been filed and recorded in the office of the treasurer and published at least once in each week for four successive weeks in at least two newspapers printed in Honolulu in the English language.

§ 2104. The name of a special partner must not be used in the firm name of the partnership, unless it be accompanied with the word "Limited."

NOTE TO CHAPTER 131.

§§ 2084-2104 are S. L. 1886, ch. 70.

CHAPTER 132.

DESCENT OF PROPERTY.

§ 2105. Whenever any person shall die intestate within this Territory, his property, both real and personal, of every kind and description, shall descend to and be divided among his heirs, as hereinafter prescribed.

§ 2106. The property shall be divided equally among the intestate's children, and the issue of any deceased child by right of representation, and if there is no child of the intestate living at his death, his estate shall descend to all his other lineal descendants; and if all the said descendants are in the same degree of kindred to the intestate, they shall share the estate per capita, that is, equally; otherwise they shall inherit per stirpes, that is, by each of the children taking a share, and the grandchildren, the children of a deceased child, taking a share, to be afterwards divided among themselves.

If the intestate shall leave no issue, his estate shall descend one-half to his widow and the other half to his father and mother as tenants in common; and if he leave no widow nor issue, the whole shall descend to his father and mother, or to either of them if only one be alive.

If he shall leave no issue, nor father, nor mother, his estate shall descend one-half to his widow, and the other half to his brothers and sisters, and to the children of any deceased brother or sister by right of representation.

If the intestate be a woman, and leave no issue, her estate shall descend one-half to her husband and the other half to her father and mother as tenants in common, and if she leave no husband nor issue the whole shall descend to her father and mother, or to either of them if only one be alive; if she shall leave no issue, nor father, nor mother, her estate shall descend one-half to her husband and the other half to

her brothers and sisters and to the children of any brother or sister by right of representation.

If the intestate shall leave no issue, nor father, mother, brother, or sister, nor descendants of any deceased brother or sister, the estate shall descend to the intestate's widow, if any; or in case the intestate be a woman, to her husband, if any.

If the intestate shall leave none of the said relatives surviving, nor widow, nor husband, the estate shall descend in equal shares to the next of kin in equal degree, but no person shall be entitled by right of representation to the shares of such next of kin who shall have died. Provided, however, That if the estate come through either parent of the deceased intestate, the brothers and sisters of that parent and their respective heirs shall be preferred to those of the other parent.

§ 2107. If the intestate shall die leaving several children, or leaving one child and the issue of one or more others, and any such surviving child shall die under age, and not have been married, all the estate that came to the deceased child by inheritance from such deceased parent shall descend in equal shares to the other children of the same parent and to the issue of any such other deceased children who shall have died by right of representation.

§ 2108. If at the death of such child who shall die under age, and not having been married, all the other children of his said parent shall be also dead and any of them shall have left issue, the estate that came to such child by inheritance from his said parent shall descend to all the issue of the other children of the same parent; and if all the said issue are in the same degree of kindred to the said child they shall share the said estate equally; otherwise they shall take according to the right of representation.

§ 2109. If the intestate leave no kindred, his estate shall escheat to the government of Hawaii.

§ 2110. Upon the decease of any person owning, possessed of, or enti tled to any estate of inheritance or kuleana in any land or lands in this Territory, leaving no kindred surviving, all such land and lands shall thereupon escheat and revert to the owner of the Ahupuaa, Ili, or other denomination of land of which such escheated kuleana had originally formed a part.

§ 2111. Every illegitimate child shall be considered as an heir to his mother and shall inherit her estate, in whole or in part, as the case may be, in like manner as if he had been born in lawful wedlock.

§ 2112. If any illegitimate person shall die intestate, without leaving lawful issue or a widow, his estate shall descend to his mother; but if he leave a widow she shall inherit one-half and his mother the other half, and if his mother be not living, but his widow is, then the widow shall take the whole; otherwise his estate shall escheat to the government of Hawaii.

§ 2113. The kindred of the half blood shall inherit equally with those of the whole blood in the same degree: Provided, however, That where the inheritance came to the intestate by descent, devise, or gift of some one of his ancestors, all those who are not of the blood of such ancestor shall be excluded from such inheritance.

§ 2114. When any part of the property left by the intestate consists of real estate, and the same is to be divided among several children, and in the opinion of the probate court it is desirable that such real estate, or any particular piece thereof, be not divided, then the eldest son, and in succession of age after him the other sons, or if he or they shall renounce or decline the privilege, then the daughters in like suc