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AN ACT to authorize the formation of Limited Partnerships.—
The People of the State of California, represented in Senate and Assembly, do enact as follows:
SECTION 1. Limited partnerships for the transaction of mercantile, mechanical, mining, or manufacturing business within this state, may be formed by two or more persons, upon the terms, and subject to the conditions and liabilities prescribed in this act; but nothing contained in this act shall authorize such partnerships for the purpose of banking or insurance. SEC. 2. The said partnerships may consist of one or more persons, who shall be called general partners, and shall be jointly and severally responsible as general partners are by law; and of two 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. SEC. 3. The persons forming such partnerships shall make and severally sign a certificate, which shall contain the name or firm under which said 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 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. SEc. 4. No such partnership shall be deemed to have been formed, until a certificate, made as aforesaid, shall be acknowledged by all the partners, before some officer authorized to take acknowledgment of deeds, and 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 shall have places of business situated in different counties, a copy of the certificate, certified by the Recorder in whose office it shall be recorded, shall be filed and recorded in like manner
in the office of the Recorder in every such county. If any false False statement statement shall be made in any such certificate, all the persons inter- in certificate. ested in the partnership shall be liable as general partners for all the engagements thereof. SEc. 5. The partners shall, for three successive weeks immediately copy certificate 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, and if no such paper be there printed, then in a newspaper in the state nearest thereto; and in case such publication be not so made, the partnership shall be deemed general. SEc. 6. Upon every renewal or continuation of a limited partner- Renewal of such ship, beyond the time originally agreed upon for its duration, a cer." tificate thereof shall be made, acknowledged, recorded, and published, in like manner as is provided in this act for the original formation of limited partnerships; and every such partnership which shall not be renewed in conformity with the provisions of this section, shall be deemed a general partnership. Sec. 7. The business of the partnership shall be conducted under style of firm. a firm, in which the names of the general partners only shall be inserted, and the general partners only shall transact the business. If the name of any special partner shall be used in such firm, with his consent or privity, or if he shall personally make any contract respecting the concerns of the partnership, with any person except the general partners, he shall be deemed and treated as a general partner. * Sec. 8. During the continuance of any partnership under the pro- capital not to be visions of this act, no part of the capital stock thereof shall be with- withdrawn. drawn, nor any division of interests or profits be made so as to reduce such capital stock below the sum stated in the certificate before mentioned. If at any time during the continuance, or at the termination of the partnership, the property or assets shall not be sufficient to pay the partnership debts, the special partners shall severally be held Liability of responsible for all sums by them in any way received, withdrawn, or "ial partners. divided, with interest thereon, from the time when they were so withdrawn respectively. Sec. 9. No general assignment by said partnership, in case of in-out or solvency, or where their goods and estate are insufficient for the pay-creditors. ment of all their debts, shall be valid, unless it provide for a distribution of the partnership property among all the creditors, in proportion to the amount of their several claims.
- - - - Notice of assignSec. 10. In case of an assignment, as provided for in the preced. ...
ing section, the assent of the creditors shall be presumed, unless, within sixty days after notice thereof, they shall dissent; and no such assignment shall be valid, unless notice thereof shall be given in some newspaper printed in the county where the place of business of the party making it is situated; or if no newspaper be printed in such county, then in some newspaper printed in this state nearest thereto, within fourteen days after the making such assignment.
Suits—how SEC. 11. All suits respecting the business of such partnership shall
prosecuted. be prosecuted by and against the general partners only, except in those cases in which provision is made in this act, 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 shall be held severally responsible on account of any sum by them received or withdrawn from the common stock, as before provided.
oi SEC. 12. No dissolution of a limited partnership shall take place, except by operation of law, before the time specified in the certificate before mentioned, unless a notice of such dissolution shall be recorded in the Recorder's office in which the original certificate, or the certi. ficate of renewal or continuation of the partnership, was recorded, and unless such notice shall also be published for three successive weeks in some newspaper printed in the county where the certificates of the formation of such partnerships were published, according to the provisions of this act; and if no newspaper shall, at the time of such dissolution, be printed in such county, then the notice of such dissolution shall be published in some newspaper in this state nearest thereto.
oo: Sec. 13. In all other cases not otherwise provided for in this act, the members of limited partnerships shall be subject to all the lia: bilities, and entitled to all the rights of general partners.
AN ACT concerning Water Craft found adrift, and Lost Money"
The People of the State of California, represented in Senate *
The taker up of SECTION 1. That if any person or persons shall hereafter stop of take *** up any keel boat, flat or batteau, perogue, canoe, or other vessel or
water craft found adrift on any waters or water courses within the of the value of - - - - - $100 found adrift limits of, or on the borders of this state, and the same is of the value to repo to
of one hundred dollars, it shall be the duty of such person or per-too""" sons, within five days thereafter, provided the same is not proven and restored to the owner, to go before some Justice of the Peace of the county in which such property is taken up, and make affidavit in writing, setting forth the exact description of such vessel or water craft; when and where the same was found; whether any, and if so, what cargo, tackle, rigging, or other appendage was found on board or attached thereto; and that the same has not been altered or defaced within the whole or in part, since the taking up, either by him, her, or them, or by any other person or persons, to his, her, or their knowledge: and the said Justice of the Peace shall thereupon issue ou" his warrant, directed to some constable of his township, commanding appraisement of him forthwith to summon two respectable householders of the neighborhood, whose duty it shall be to proceed without delay to examine such boat or vessel, her cargo, tackle, rigging, and all appendages as aforesaid, and to make report thereof, under their hands and seals, to Appraisement to the Justice issuing such warrant as aforesaid, and value the same, *::::::* who shall enter the same, together with the affidavit of the taking up §..." in full in his estray book; and it shall be the further duty of said Justice, within ten days after the said proceedings shall have been entered on his estray book as aforesaid, to transmit a certified copy thereof to the office of the Recorder of his county, to be by him registered in his estray book, and file the same in his office. Sec. 2. In all cases where the appraisement of any such boat or where vessel, including her cargo, tackle, rigging, or other appendages as Mono" aforesaid, shall not exceed in value one hundred dollars, the taker up shall advertise the same on the door of the Court House, and also in three other of the most public places in his county, in ten days after the Justice's said certificate shall have been entered on the estray book; and if no person shall appear to claim and prove such boat or craft within six months from the taking up as aforesaid, the property shall be vested in the taker up; but if the value thereof shall exceed Appraisement one hundred dollars, it shall be the duty of the Recorder of the county, **** within ten days from the time of the reception of the Justice's certificate at his office, to cause an advertisement to be set up on the Court House door, and in three public places in his county, and also in a public newspaper in his county; and if the said craft and appendages be not claimed and proven within three months from the time of such notice, it shall be the duty of the person taking up to deliver the
Finder of lost goods to restore them to owner if known.
Where owner unknown, finder to report to a Justice of the Peace.
Description of property found to be entered in estray book.
Goods, etc., exceeding $25 value.
same to the Sheriff of the county wherein such boat or craft was