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general partners, and are generally and jointly liable as general partners; and of two or more persons who shall contribute to the common stock a specific sum in actual money as capital, and are known and called special partners, and are not personally liable for any debts of the partnership, except as hereafter stated. The persons forming such partnership shall make and severally subscribe in duplicate a certificate, and each partner shall acknowledge the same, and file one with the County Auditor, so subscribed and acknowledged. Such certificate must contain the name of the partnership, and under which its business is to be conducted, names and residences of all general and special partners, amount of capital which each special partner has contributed to the common stock, the general nature of the business to be transacted, time of commencement and termination thereof. Cannot commence before filing certificate; if false statement is made, all subscribing partners become liable as general partners. Partners must publish in weekly newspaper in county for four consecutive weeks, a copy of certificate of partnership, and until published for the full time, partnership considered general.

The business may be conducted in name of general partners, without the word company or any other general term. A special partner is liable as a general partner if his name is used, or if he personally makes any contract respecting the concerns of the partnership with persons except general partners; unless he acted and was recognized as a special partner only. No part of the capital stock shall be withdrawn, nor shall it be reduced below the sum mentioned in the certificate of partnership. If during the continuance, or at the termination, the assets are not sufficient to satisfy partnership debts, then the special partners are liable for all sums by them received or withdrawn from the capital stock.

Limited partnership shall not be dissolved before the time specified in the certificate of partnership, unless a notice of such dissolution subscribed by all the partners is filed, and a copy of such notice is published in the manner prescribed for the publication of the certificate of partnership.

CHAPTER XXII.

MARRIED PERSONS.

Married persons have the same right and liberty to acquire, hold, enjoy, and dispose of every species of property, and to sue and be sued, as if they were unmarried.

All laws which impose or recognize civil disabilities upon a wife, which are not imposed or recognized as existing against the husband, are abolished.

A wife may receive, maintain an action for, and hold in her own right, the wages of her personal labor. Neither husband or wife is liable for the debts or liabilities of the other incurred before marriage, nor for the separate debts of each other.

The expenses of the family and the education of children are chargeable upon the property of both husband and wife, and in relation thereto they may be sued jointly or separately.

Property acquired by a married person before his or her marriage, or afterward acquired by gift, devise or inheritance, is his or her separate property, and not subject to the debts of the other. Property not so acquired during marriage is community property. The husband shall have the management and control of community personal property, with like power of disposition as of his separate personal property. The wife must join in the disposition of community property. A husband may give, grant, sell or convey directly to his wife, and a wife give, grant, sell and convey directly to her husband, his or her estate in the community real property. But these conveyances shall not affect any existing equity in favor of a creditor of the grantor at the time of such transfer. Either may authorize the other by power of attorney to sell or otherwise dispose of his or her community property, or they may jointly empower third persons to sell.

Section 2410 of the Code provides: That the husband has the control and management of the community real property, but he has not the power to sell, encumber, lease, or in any

other way to dispose of the same, unless the wife join in the written instrument creating an incumbrance, lease, or join in the deed.

Community real property shall be held for community debts, and also for labor and materials furnished in erecting improvements thereon.

CHAPTER XXIII.

CORPORATIONS.

Corporations for manufacturing, mining, milling, wharfing and docking, mechanical, mercantile, banking, improvement and building purposes, or for the building, equipping and managing water flumes, for the transportation of wood and lumber, or for building, equipping and running railroads, or constructing canals, or engaging in any other trade or business, may be formed. No corporation shall commence business or institute proceedings to condemn land until the whole amount of its capital stock is subscribed. (Laws 1885-6.)

Any two or more persons desiring to form corporations, shall make, subscribe and acknowledge articles of incorporation in triplicate, and file one in the office of the Secretary of State, one in the office of the county Auditor where principal place of business is located, and retain the third. Said articles shall state the corporate name, the object for which it is formed, the amount of its capital stock, the time of its existence, not to exceed fifty years, the number of shares, the number of trustees and their names, and the principal place of business of the company. There shall be a board of not less than two trustees, stockholders of the company, and a majority of them citizens of the United States, and residents of the State. Stock shall be deemed personal estate, and no transfer shall be valid except between the parties thereto, unless the same has been in the books of the company.

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The amount of capital stock of any incorporated bank shall be less than twenty-five thousand dollars, to be divided in

shares of one hundred dollars each, all of which shall be subscribed, and three-fifths shall he paid in before the commencement of business.

No corporation shall issue or put in circulation as money anything but the lawful money of the United States. (Const. Art. XII, Sec. 11.)

Each stockholder of any banking or insurance corporation shall be individually and personally liable, equally and ratably, and not one for another, for all contracts, debts and engagements of such corporation accruing while they remain such stockholders, to the amount of the par value of their stock therein, in addition to the amount invested in such shares. (Const. Art. XII, Sec. 11.)

In all other incorporated companies, stockholders are liable for the debts of the company to the amount of their unpaid capital stock. (Const. Art. XII, Sec. 4.)

Foreign Corporations.

No corporation organized outside the limits of this State shall be allowed to transact business within the State on mure favorable conditions than are prescribed by law to similar corporations organized under the laws of this State. (Const. Art. XII, Sec. 7.)

Any foreign corporation may acquire, hold, use and dispose of, in the corporate name, all real estate necessary or convenient to carry into effect the objects of its incorporation, and the transaction of its business, not to exceed 5000 acres of land, and also any interest in real estate, by mortgage or otherwise, as security for moneys due to, or loans made by such foreign corporation in this State; provided, that no foreign corporation hereafter organized for the purpose of dealing in real estate, by buying and selling the same, as a part of its business, shall be permitted to transact business in this State; provided, further, such corporation shall file and record in the office of the Secretary of State, a certified copy of its charter or articles of incorporation. If such corporation should desire to carry on business in more than one place in

this State at one and the same time, then such corporation shall constitute and appoint an agent to reside at the principal place of business of such corporation, and shall duly authorize him to accept service of process in any suit or action pertaining to the property, business or transactions of such corporation in this State. Such appointments must be filed with the Secretary of State.

CHAPTER XXIV.

CHATTEL MORTGAGES.

Mortgages may be made upon all kinds of personal property, upon the rolling stock of a railroad company, upon all kinds of machinery, upon boats and vessels, on growing crops, and on portable mills and like property. Chattel mortgages are void against creditors and subsequent purchasers and incumbrancers for value and in good faith, unless it is accompanied by the affidavit of the mortgagor that it is made in good faith, without any design to hinder, delay or defraud creditors, and it is acknowledged and recorded in the same manner as real estate conveyances. It must be recorded in the office of the County Auditor in which the mortgaged property is situated.

If mortgaged property is removed from the county in which it is situated, it is, except as between the parties, exempt from the operation thereof, unless the mortgagee, within thirty days after such removal, causes the mortgage to be recorded in the county to which the property has been removed; or it is recorded in the custom house; or the mortgagee take possession within thirty days from such removal. A mortgage of a vessel over twenty tons burden shall be recorded in the office of the Collector of Customs where such vessel is registered, enrolled or licensed. A mortgagor removing mortgaged property from the county where it is situated at the date of mortgage before it is released, or without the written consent of the

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