Limited partner ships may be formed, except SECTION 1. Limited partnerships for the transaction of mercantile, mechanical, or manufacturing business within this state may be formed for banking, &c. by two or more persons, upon the terms and subject to the conditions and liabilities prescribed in this chapter; but nothing herein contained shall authorize such partnerships for the purpose of banking or in R. S. 34, § 1. 5 Allen, 530. 101 Mass. 302. 1873 32/0 $6 1875-13 General and Repeat 1813.0320 103 Mass. 18. Certificates to be names, stock, R. S. 34, § 3. surance. SECT. 2. Such partnerships may consist of one or more persons, who shall be called general partners, and shall be jointly and severally responsible as general partners now are by law, and of one or more persons who shall contribute to the common stock a specific sum in actual cash payment as capital, and who shall be called special partners, and shall not be personally liable for any debts of the partnership except in the cases hereinafter mentioned. SECT. 3. The persons forming such partnerships shall make and ners, specifying severally sign a certificate, which shall contain the name or firm under which the partnership is to be conducted, the names and respective places of residence of all the general and special partners, distinguishing who are general and who are special partners, the amount of capital 1873 2.320 which each special partner has contributed to the common stock, the general nature of the business to be transacted, and the time when the partnership is to commence, and when it is to terminate. to be acknowledged and re corded; ble as general SECT. 4. No such partnership shall be deemed to have been formed, until a certificate so made shall be acknowledged by all the partners beif false, all lia- fore some justice of the peace, and recorded in the registry of deeds of the county or district in which the principal place of the business of the partnership is situated, in a book to be kept for that purpose, open to public inspection; and if the partnership shall have places of business in different counties or districts, a copy of the certificate certified by the register of deeds in whose office it is recorded, shall be filed and recorded in like manner in the office of the register of deeds in every such county or district. If a false statement is made in such certificate, all the persons interested in the partnership shall be liable, as general partners, for all the engagements thereof. to be published; Provision for re- SECT. 5. The partners shall, for six successive weeks immediately after such registry, publish a copy of the certificate above mentioned in a newspaper printed in the county where their principal place of business is situated; or if no such paper is there printed, then in a newspaper printed in the city of Boston; if such publication is not so made, the partnership shall be deemed general. SECT. 6. Upon every renewal or continuation of a limited partnership beyond the time originally agreed upon for its duration, a certificate thereof shall be made, acknowledged, recorded, and published, in like manner as is provided in this chapter for the original formation of limited partnerships; and every such partnership not renewed in con formity with the provisions of this section shall be deemed a general partnership. &c. Refoul SECT. 7. The business of the partnership shall be conducted under a Partnership style, firm in which the names of the general partners only shall be inserted, 1850, 91. without the addition of the word company or any other general term. 1858, 143. If the name of any special partner is used in such firm with his consent or privity, he shall be deemed and treated as a general partner, or if he personally makes any contract respecting the concerns of the partner- 1873 C 320 ship with any person except the general partners, he shall be deemed and treated as a general partner in relation to such contract, unless he makes it appear that in making such contract he acted as special partner only. If the firm consists of more than three general partners, all their names need not be inserted in the style of the firm. to be withdrawn, SECT. 8. During the continuance of any partnership under the pro- Capital stock not visions of this chapter, no part of the capital stock thereof shall be with- &c. drawn, nor any division of interest or profits be made, so as to reduce R. S. 34, § 8. such capital stock below the sum stated in the certificates before mentioned; and if at any time during the continuance or at the termination of the partnership, the property or assets are not sufficient to pay the partnership debts, then the special partners shall severally be held responsible for all sums by them in any way received, withdrawn, or divided, with interest thereon from the time when they were so withdrawn, respectively. SECT. 9. All suits respecting the business of such partnership shall be proscuted by and against the general partners only; except in those cases in which provision is made in this chapter that the special partners shall be deemed general partners, and that special partnerships shall be deemed general partnerships, in which cases all the partners deemed general partners may join or be joined in such suits; and excepting also those cases where special partners are held severally responsible on account of sums by them received or withdrawn from the common stock, as before provided. Suits to be by and against the R. S. 34, § 11. effected. SECT. 10. No dissolution of a limited partnership shall take place, Dissolution, how except by operation of law, before the time specified in the certificate R. S. 34, § 12. before mentioned, unless a notice of such dissolution is recorded in the registry in which the original certificate, or the certificate of renewal or continuation of the partnership, was recorded, and in every other regis. Repeat try where a copy of such certificates was recorded; nor unless such notice is also published for six successive weeks in some newspaper 1873 c 320 printed in the counties where the certificates of the formation of such partnership were published according to the provisions of this chapter; and if there is no such paper at the time of such dissolution, then in some newspaper printed in the city of Boston. SECT. 11. In all cases not otherwise provided for in this chapter, the Liability of partmembers of limited partnerships shall be subject to all the liabilities anders in other entitled to all the rights of general partners. cases. R. S. 34, § 13. CHAPTER 56. OF THE UNAUTHORIZED USE OF TRADE MARKS AND NAMES. 1. Trade marks of another not to be used without consent. 2. Penalty. SECTION 3. No person to use another's name in business 4. Supreme court may restrain such use. Trade marks of be used without consent, &c. See 1870, 340. Penalty. 1859, 234, § 2. No person to use out written con sent. SECTION 1. When a person uses any peculiar name, letters, marks, device, or figures, cut, stamped, cast, or engraved upon, or in any manner attached to or connected with any article manufactured or sold by him to designate it as an article of a peculiar kind, character, or quality, or as manufactured by him, no other person, without his consent, shall use the same or any similar names, letters, marks, devices, or figures, for the purpose of falsely representing any articles to have been manufac tured by, or to be of the same kind, character, or quality as that manufactured or sold by, the person rightfully using such name, letters, mark, device, or figure. SECT. 2. Whoever violates the provisions of the preceding section, or knowingly sells, or exposes for sale, any article having any name, letters, mark, device, or figure attached to or connected with it, in violation of the preceding section, shall be liable to any party aggrieved thereby for all damages actually incurred, to be recovered in an action of tort. SECT. 3. No person carrying on business in this state shall assume in business with- or continue to use in his business the name or names of any persons formerly connected with him in partnership, or of any other persons, either alone or in connection with his own or any other name or designation, without the consent in writing of such person or his legal 109 Mass. 40 representatives. 110m.2 M.29 111M.238 1853, 156, § 1. S. J. C. may re- 1853, 156, § 2. SECT. 4. The supreme judicial court may restrain by injunction. any use of trade marks or names in violation of the provisions of this chapter. TITLE XIV. OF CORPORATIONS AND PROPRIETORS OF COMMON LANDS. CHAPTER 57.- Of Banks and Banking. CHAPTER 58. Of Insurance Companies. CHAPTER 59. - - Of Loan and Fund Associations. CHAPTER 60. — Of Manufacturing and other Corporations organized under CHAPTER 61. Of Corporations organized under General Statutes. CHAPTER 62. Of Turnpike, Canal, and Bridge Corporations. CHAPTER 63. — Of Railroad Corporations. CHAPTER 64. - Of Telegraph Companies. CHAPTER 65. — Of Aqueduct Corporations. CHAPTER 66.—Of Agricultural and Horticultural Societies. CHAPTER 67. Of Proprietors of Wharves, General Fields, and Real Estate lying in common. CHAPTER 68. Of the Powers, Duties, and Liabilities, of Corporations. 49. President. 50. Cashier, &c. Cashier and Loans to Officers. 51. Cashier to give bond. 53. when to call special meetings. not to be director, &c. Penalty. 54. Amount of liability of officers on notes, &c., limited. Bills and Notes. 55. Banks to pay out no bills but their own. 57. Bills, how issued, and when corporation liable 58. Banks to pay altered bank-notes. 59. Penalty for delay in payment of notes. 60. Denominations of bank-notes that may be issued Penalty. 61. Banks may stamp, &c., counterfeit and worthless bills, &c. 62. Liability of banks, &c., for not stamping, &c. 63. Banks not to issue notes, &c., payable on a day certain, or with interest, except, &c. What deposits may bear interest. 64. Bills to be first redeemed. 65. Banks may replevy bills unlawfully detained. 66. Proceedings in such case. 82. Corporations owning bank-stock, to be under 114. Shall carry on business only at banking-house. same liabilities, &c., as individuals. Loans to Commonwealth. 83. Banks to loan to commonwealth. Forfeiture of privilege. 115. Auditor to obtain engraved bank-notes, &c. When delivered, to be countersigned, numbered, and registered. 84. When treasurer borrows, to give notice to 116. 85. Treasurer to apportion amount of loans re- to destroy bank notes, returned. 117. Public stock to be transferred to auditor. Exempt from taxation. 118. Stocks may be exchanged or surrendered. 86. Forfeiture, if banks refuse to loan to treas- 119. Securities to be stamped. urer. 87. Treasurer to institute suit for such refusal. Taxes. 120. Banks may circulate notes. 121. Proceedings when payment of bills refused. 122. Penalty on auditor countersigning too many notes. 88. Statement of capital to be furnished treas- 123. Plates, dies, &c., to be kept by auditor. Ex urer. 89. Bank tax. 90. Remedy when bank neglects to pay tax. Weights to be sealed. pense of, by whom paid. 124. What bills banks may pay out. 125. Banks to receive interest, &c., on public stock pledged. 126. Bank to return stocks deposited. 91. Weights of banks to be proved every five 127. Secretary to prepare separate abstracts. Time years. 92. No tender of gold valid, unless, &c. Weekly and Monthly Returns. 93. Weekly returns of banks in Boston. 94. Monthly returns of banks out of Boston, and of annual meeting. 128. Bank commissioners to examine stocks, &e. 129. When stock may be redeemed and returned to bank. 130. Bank may thereafter be discharged upon six years' notice. 131. Injunction may be had in certain cases. 95. Penalties for neglect under preceding sec- 132. When in hands of receivers, auditor to transfer tion. stocks, &c. 96. Secretary to publish abstract of returns. Bills 133. Preceding sections may be altered, and corporato be approved. 98. Cashiers to make returns annually to secretary. 135. Savings banks to be governed by following Form of return; how authenticated. sections. 99 Penalty for neglect. 136. officers of. 100. Secretary to provide forms. 137. 101. to prepare abstracts of the returns, &c. 102. Legislature may examine any bank by com- 103. Penalty on officers of banks refusing to ex- 104. One-eighth of the stockholders in number or Annulling and Expiration of Charters. 105. Stockholders may annul charter. Not to ex- 106. Banks exempt from further tax after commis- 107. S. J. C. may limit time of liability of banks 108. When charter of bank expires, directors to New Privileges. 109. New privileges extended to all banks. BANKS ORGANIZED UNDER GENERAL LAWS. 110. Ten or more persons may be a corporation for banking purposes. 111. Amount of capital stock, how paid in. to be sworn. Tenure of office. Treasurer to give bond. 138. choice and appointment of officers. with 141. Deposits may be received not exceeding, 142. how to be invested. 145. Same subject. 146. Investing officers, &c., not to borrow, &c. 148. Savings banks, &c., to make annual returns. 149. Secretary to furnish forms and make ab stracts. 150. Returns by savings institutions to assess ors. 151. to overseers of poor on request. 154. Money deposited in name of minors. BANKS AND SAVINGS BANKS. 156 Banks, &c., closing concerns, to make annual report. 157. Penalty. BANK COMMISSIONERS. [Commission abolished and duties transferred, 1865, 262; 1866, 192] SECTION 1. There shall be a board of bank commissioners consisting of three persons appointed and commissioned by the governor with |