TITLE XXI. Commercial Regulations. ARTICLE 33. LIMITED PARTNERSHIPS. ARTICLE 34. AGENTS AND FACTORS. ARTICLE 35. BILLS OF EXCHANGE AND PROMISSORY NOTES; BILLS Art. 72, s. 1. ARTICLE XXXIII. LIMITED PARTNERSHIPS. 1. Limited partnerships, how formed. 3. Persons forming such partnerships to sign 5. Affidavit to be filed with original certifi- 6. When partnership deemed formed; liabil- 7. Publication of terms of partnership. 9. How renewed or continued. 10. What deemed dissolution. 11. Under what title business to be conducted; 12. Use of name of special partner with his partner; general partners to transact businesss. 13. Contribution of special partners not to be withdrawn during partnership; may receive interest and profits. 14. When special partner bound to restore amount necessary to make good his share of capital. 15. Assignment of partnership effects, in view of and after insolvency, when void. 16. Assignment of profits of general or special partner, when void. 17. Special partner, violating the preceding sections, liable as general partner. 18. Special partner postpoued to creditors. 19. How suits brought. 20. Proceedings in suits against general and special partners. 1. Limited partnerships, for the transaction of any mercantile, 16. c. 97, s. 1. mechanical, or manufacturing business within this State, may be Limited part nerships, how formed. Id. s. 2. 1836, c. 97, s. 2. General partners. formed by two or more persons, upon the terms, with the rights and powers, and subject to the conditions and liabilities herein prescribed; but the provisions of this article shall not be construed to authorize any such partnership for the purpose of banking, or making insurance. 2. Such partnership may consist of one or more persons, who shall be called general partners, and who shall be jointly and severally responsible as general partners are by law, and of one or more persons who shall contribute in actual cash payments, a specific partners. sum as capital to the common stock, who shall be called special 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; Special partbut the number of special partners shall, in no partnership, ex- number. ceed six. gen ners limited in 1836, c. 97, s. 3. such partner certificate. to contain. 3. Persons desirous of forming such partnership, shall make and Id. s. 3. severally sign a certificate, which shall contain the name or firm Persons forming under which such partnership is to be conducted, the general nature ship to sign of the business intended to be transacted, the names of all the eral and special partners interested therein, distinguishing which What certificate are general and which are special partners, and their respective places of residence, the amount of capital which each special partner shall have contributed to the common stock, the period at which the partnership is to commence, and the period at which it is to terminate. 1836, c. 97, s. 4. ment of certif filed. 4. The certificate shall be acknowledged by the several persons Id. s. 4. signing the same, before a justice of the peace, or a judge of any Acknowledg court; and such acknowledgments shall be made and certified in the icate, etc. same manner as the acknowledgment of conveyances of land; and when so acknowledged and certified, shall be filed in the office of Where to be the clerk of the Circuit Court of the county in which the principal place of business of the partnership shall be (or if it be in the city of Baltimore, in the office of the clerk of the Superior Court of Baltimore City), and shall be recorded by him at large in a book kept for that purpose, open to public inspection; and if the partnership shall have places of business situated in different counties, or in a county and the city of Baltimore, a transcript of the certificate and of the acknowledgment thereof, duly certified by the clerk in whose office it shall be filed, under his official seal, shall be filed and recorded in like manner in the office of the clerk of every such county or city. 5. At the time of filing the original certificate, with the evidence of the acknowledgment thereof, as before directed, an affidavit of one or more of the general partners shall also be filed in the same office, stating that the sums specified in the certificate to have been contributed by each of the special partners to the common stock, have been actually and in good faith paid in cash. When places of business in dif ferent counties. Id. s. 5. Affidavit to be filed with origial certificate. what affidavit 1836, c. 97, s. 5. to state. Id. s. 6. 1836, c. 97, s. 6. formed. false statement 6. No such partnership shall be deemed to have been formed until a certificate shall have been made, acknowledged, filed, and recorded; nor until an affidavit shall have been filed, as above directed. And if any false statement shall be made in such cer- Liability, if tificate or affidavit, all the persons interested in such partnership made. shall be liable for all the engagements thereof, as general partners. 7. The partners shall publish the terms of the partnership when registered, for at least six weeks immediately after such registry, in two newspapers, to be designated by the clerk of the court in which such registry shall be made, and in one newspaper in each county in which the said partnership shall have a place of business; Id. s. 7. 1836, c. 97, s. 7. Publication of nership. terms of part Id. s. 8. of publication. and if there be no newspaper published in said county, then in such newspaper as the clerk of the Circuit Court for said county may designate, and by notices set up at the court-house door, and also at some public place in each election district of the county where such partnership, or any branch thereof, may be located; and if such publication be not made, the partnership shall be deemed general. 8. The affidavits of the publication of such notice, by the editors What evidence of the newspapers in which the same shall have been published, and the affidavit of some disinterested person in cases where publication by notices at public places may be necessary, that said notice or notices were put up agreeably to the provisions of the preceding section of this article, shall be filed with the clerk directing the same, and shall be evidence of the facts therein contained. Id. s. 9. 1836, c. 97, s. 9. continued. 9. Every renewal or continuance of such partnership beyond the How renewed or 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. Id. s 10. 1836, c. 97, s. 10. What deemed dissolution. Id. s. 11. 1849, c 347, s. 1. Under what title business to be conducted. brought. 10. Every alteration which shall be made in the names of the partners, in the nature of the business, 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 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, under the provisions of the last preceding section. 11. The business of the partnership may be conducted under the name of any one or more of the general partners, and with or without the addition of the word Co. or company, as the parties How suits to be may determine; and in any action or suit to be brought on any contract or engagement of the partnership, or to enforce any liability of the same, the general partner whose name is used in said firm or business, shall be the only necessary party defendant; and any Effect of judg- judgment or decree recovered against said defendant, shall have the same legal effect and operation, and execution thereon shall be enforced and have like effect as if the judgment or decree had been recovered against all the general partners. ment or decree. Id. s. 12. Use of 12. If the name of any special partner shall be used in the firm 1536, c. 97, s. 11. with his privity, he shall be deemed a general partner, and the name of special general partners only shall transact the business; and if a special with his privity, renders him partner shall interfere, contrary to this provision, he shall be deemed liable as general partner. a general partner; but he may from time to time examine into the ners to transact state and progress of the partnership concerns, and advise as to their General part business. management. 1836, c. 97, s. 12. special partner 13. No part of the sum which any special partner shall have Id. s. 13. contributed to the capital stock, shall be withdrawn by him, or paid Contribution of or transferred to him in the shape of dividends, profits, or other not to be withdrawn during wise, during the continuance of the partnership; but any partner partnership. may annually receive lawful interest on the sum so contributed by May receive inhim, if the payment of such interest shall not reduce the original fits. amount of such capital; and if, after payment of such interest, any profits shall remain to be divided, he may also receive his portion of such profits. terest and pro Id. s. 14. When special to restore partner bound amount neces good his share of capital. 1836, c. 97, s. 15. 14. If it shall appear that, by the payment of interest or profits to any special partner, the original capital has been reduced, the partner receiving the same shall be bound to restore the amount sary to make necessary to make good his share of capital, with interest. 15. Every sale, assignment, or transfer of any property or effects of such partnership made by such partnership when insolvent, or in contemplation of insolvency, or after or in contemplation of the insolvency of any partner, with the intent of giving a preference to any creditor of such partnership or insolvent partner; and every judgment confessed, lien created, or security given by such partnership, under the like circumstances, and with the like intent, shall be void as against the creditors of such partnership. a. s. 15. Assignment, ete, of partnerview of or after ship effects, in insolvency. When void. Id. s. 16. 1836, c. 97, s. 16. etc., of property 16. Every such sale, assignment, or transfer of any of the prop. erty of a general or special partner, made by such general or special partner when insolvent, or in contemplation of insolvency, or after of general or or in contemplation of the insolvency of the partnership, with intent special partner. of giving to any creditor of his own, or of the partnership, a preference over the creditors of the partnership; and every judgment confessed or lien created, or security given, by any such partner under like circumstances, and with the like intent, shall be void as When void. against the creditors of the partnership. 1836, c. 97, s. 17. violating two 17. Every special partner, who shall violate any of the provisions Id. s. 17. of the last two 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. 18. In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor, until the claims of all the other creditors of the partnership shall be satisfied. Special partner preceding sec tions, liable as general partner. Id. s. 18. Special partner postponed to 1836, c. 97, s. 18. creditors. 1836, c. 97, s. 19; How suits 19. All suits respecting the business of the partnership shall be 1a. s. 19. brought by and against the general partners only, except in those 1819, c. 347, s. 1. cases in which provision is herein before made, that special partners brought. shall be deemed general partners, and special partnerships general partnerships; when all persons so becoming general partners may be joined with those originally general partners in any suit brought against such partnership, and except also the case provided for in section eleven of this article. 20. If in any case a suit shall be brought against general and ra. s. 20. special partners, and at the trial of the cause it shall appear that the Proceeding in 1836, c. 97, s. 20. suits against general and special partners, or any of them, are not liable to the writ of the special partners. plaintiff, the court may proceed to judgment or decree against the Id. s. 21. 1836, c. 97, s. 21. Dissolution, how made. Id. s. 22. General partners liable to account. Fraud, how punished. partners who may appear to be liable, in the same manner as if such partners were the only parties defendants to the writ; excepting that the partners who may be deemed not liable, shall recover their legal costs against the plaintiff, and such additional costs as the court may deem reasonable; and if a creditor shall have recovered against the general partners only, and shall afterwards discover that the special partners have become liable as general partners, he may file a bill in equity against the general and special partners for further relief against them; and in such proceeding, the judgment recovered as aforesaid shall be primâ facie evidence of the amount due by the partnership as against the special partners. 21. No dissolution of such partnership by the acts of the partners, shall take place previous to the time specified in the certificate of its formation, or in the certificate of its renewal, unless by death of one of the partners, or insolvency of the partnership, or until a notice of such dissolution shall have been filed and recorded in the clerk's office in which the original certificate was recorded and published, once a week for four weeks, in a newspaper printed in each of the counties or city where the partnership may have places of business, or by notice set up at some public place in each election district, in the cases provided for in the seventh section of this article, which publication may be proved by affidavit, and recorded as herein before prescribed for the publication of the certificate for the formation of such partnership. 22. The general partners shall be liable to account to each other, and to the special partners, for the management of the concern both in law and equity; and fraud of any partner shall be punished as prescribed by the article of this code, entitled Crimes and Misdemeanors and the Punishment thereof. |