AFFIDAVIT OF PAYMENT IN CASH FOR SPECIAL CAPITAL.

We, A. B. & C. D., general partners in the within named copartnership of hereby certify that E. F. & G. H., special partners in said copartnership, have actually and in good faith paid in, in cash, the thousand dollars toward

the capital stock of said copartnership as set forth in the above certificate.

Then personally appeared the above named A. B. & C. D., and made oath to the truth of the foregoing statement by them subscribed.

Before me,

Justice of the Peace.

NOTE.-In most of the states, there are special statutes regulating limited or special partnerships. Such associations consist of one or more persons, liable as in a common partnership to the whole extent of their property, and of one or more persons as special partners, who contribute a specific sum in actual cash toward the capital stock. The statutes differ somewhat, and the local statutes should of course be referred to by any person, who is about to draw proper papers for the formation of such a partnership. The usual requirements are, that the persons forming such partnership shall make and severally sign a certificate, which shall contain,1. The name of the Firm,-2. Nature of business to be transacted,-3. Names of general and special partners, distinguishing which are general and which are special, and giving their residences,-4. Amount contributed by special partners,-5. When partnership is to commence and when to terminate,-6. The certificate should be acknowledged or proved, as to the several persons signing the same, before an officer qualified to take an acknowledgment of a conveyance of land, and in the same manner,-7. The certificate so ac

knowledged should be filed with the clerk of the county in which the principal place of business is situated, and by him be recorded in a book kept for that purpose. If there are places of business in different counties, the certificate should be filed in every such county.

At the time of filing of the certificate, it is usually required that an affidavit should be made by one or more of the general partners, that the sums set out in the certificate have been actually and in good faith paid in by the special partners in cash. Parties are usually required to publish the certificate a certain number of weeks in one or more newspapers. The business of such a partnership must be done under a firm name consisting of the names of the general partners only, without the addition of the word "company," or any other general term. The name of a special partner cannot be used in such firm with his consent or privity, nor can he, in any way, interfere actively in the business transactions or legal proceedings, without being deemed and treated as a general partner; but he may advise as to its management, and examine the condition of its affairs and the state of its accounts.

No. 7.

Articles of Special Copartnership.
D., E. F., & G. H., all of

We, A. B., C.

county of

ciate ourselves in a limited copartnership, according to the provisions of the statutes of said state, chapter purpose of carrying on the business of

for the

in said

and have adopted the following articles of

1. The style of said copartnership shall be the term of its continuance shall be for

in the year eighteen hundred

2. Said A. B. & C. D. are the general partners. The said E. F. & G. H, are the special partners, and have each contributed the sum of thousand dollars in cash, toward

the capital of said copartnership.

3. All profits which may accrue to the said copartnership prior to the

and

day of

in the year eighteen hundred shall be divided in the proportion of onefourth to each, and after that time in the proportion of threeeighths each to said A. B. & C. D., and one eighth each to said E. F. & G. H. All losses, whether from bad debts, depreciation of goods or any other cause or accident, and all expenses of the business, to be deducted before division of profits.

4. Each partner shall be credited with interest on the capital stock contributed by him, before the annual division of profits; and the said E. F. & G. H. may draw out the interest upon the capital stock contributed by them annually, subject to the liabilities set forth in said chapter

statutes.

of the

5. Said A. B. & C. D. shall devote their time and attention to the business, and for their services shall each be allowed dollars per annum, to be paid monthly and charged

to expense account.

6. Neither of the parties shall draw out of the current profits, except as above provided, at any time during the partnership, unless by unanimous consent.

7. All purchases, sales, accounts, and transactions of every nature of the said firm, shall be kept in regular books, which shall be open at all times to the inspection of said parties and their legal representatives respectively. An account of stock shall be taken, and accounts between the parties settled as often as once in every year.

8. Neither of the said parties shall subscribe any bond, sign or endorse any note of hand, accept, sign or endorse any draft or bill of exchange, or assume any other liability, verbal or written, in the name of the said firm, for the accommodation of any other person whatever, without the consent in writing of all the other parties hereto; nor shall either party lend any of the funds of the copartnership, except in special cases of sufficient importance for mutual consultation and when the interests of the firm require it, and then the dissent of either partner shall prevent the loan.

This article, however, shall not be construed to prevent advances on goods or other legitimate business transactions, when security is in hand, and where it relates to the business of the firm. Neither of said general partners shall individually make or endorse any promissory note or other mercantile paper, for the accommodation of any other person or persons, without the consent of all the parties hereto.

9. At the expiration of said term, or earlier termination of this partnership, an accurate account of profits shall be made up, and, (after payment of all debts due from the firm repayment to each partner of capital contributed with interest), shall be distributed to the partners in the proportions stated in Art. 3.

and

10. Losses, of sufficient amount to diminish the capital stock, shall be borne by the several parties in the proportions in which, at the time such losses occur, they would have been severally entitled to receive profits.

11. In case of violation of any of the foregoing agreements by either party hereto, any other party shall have right to dissolve this copartnership forthwith, on his becoming informed thereof.

In witness whereof, we the said A. B., C. D., E. F., & G. H. have hereto set our hands this

day of

A. D. 18

A. B.

C. D.

E. F.

G. H.

CHAPTER XIII.

OF CORPORATIONS.

SECTION 1. Of their Different Kinds.

A corporation is an artificial person, owing its existence in this country uniformly to legislative enactment.

Corporations sole rarely exist in this country; the examples given by Blackstone as existing in England are such as the king, a bishop, a dean, or a vicar. Those with which we have to do, as existing for commercial purposes, would be termed at common law civil, lay corporations aggregate. The term civil distinguishes them from "eleemosynary" corporations: the term lay, from ecclesiastical corporations. An eleemosynary corporation is one organized for the distribution of the alms or bounty of its founders, or which may be contributed for its uses; of this sort are hospitals, most colleges, and some other bodies, of which it is not important for us to speak. An ecclesiastical corporation at common law is one, whose members are composed entirely of spiritual persons.

Most of the religious societies, with which we are familiar in this country, are quite unlike the English ecclesiastical corporation. They are generally organized under statutes of the states in which they exist, by an association under prescribed regulations, and are composed of all such persons, spiritual or otherwise, as desire to unite in the support and control of religious worship, and the property, temporalities and business connected therewith. They are ordinarily known as the religious society, and are thereby distinguished from the church, with which they worship.

Corporations aggregate are so termed, because they must always consist of two or more persons.