capital or shares thereof, is deemed a dissolution of partnership, and must be renewed as a special partnership by certificate and affidavit, in the manner as required for its original formation. The business of the partnership must be conducted under a firm in which the names of the general partners only shall be inserted, without the addition of the word "company," or any other general term; and if the name of any special partner be used in such firm with his privity, he is deemed a general partSuits in relation to the business of the partnership may be brought and conducted by and against the general partners in the same manner as if there were no special partners. ner. No part of the sum which any special partner shall have contributed to the capital stock can be withdrawn by him, or paid or transferred to him, in the shape of dividends, profits, or otherwise, at any time during the continuance of the partnership; but any partner may annually receive lawful interest on the sum so contributed by him, if the payment of such interest do not reduce the original amount of such capital; and if after the payment of such interest any profits remain to be divided, he may receive also his portion of such profits. 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 is bound to restore the amount necessary to make good his share of capital, with interest. A special partner may from time to time examine into the state and progress of the partnership concerns, and may advise as to their management, but he cannot transact any business on account of the partnership, nor be employed for that purpose as agent, attorney, or otherwise. If he interfere contrary to these provisions he is deemed a general partner. The general partners are liable to account to each other and to the special partners for their management of the concern, both in law and equity, as other partners now are by law. Every partner guilty of any fraud in the affairs of the partnership would be liable civilly to the party injured, to the extent of the damage, and also liable to an indictment for a misdemeanor. Every sale, assignment, or transfer of partnership property made by such partnership when insolvent, or in contemplation The capital reduced. cannot be General partner may transfer his interest. Registration of commandite partnerships. of insolvency, with the intent of giving a preference to any creditor of such partnership or insolvent partners over other creditors of such partnership, and every judgment conferred, lien created, or security given by such partnership, under the like circumstances and with the like intent, must be void as against the creditors of such partnerships. Every special partner who violates any provisions of the two last sections, and who concurs in and assents to any such violation by the partnership, or by any individual partner, becomes liable as a general partner. In case of the insolvency or bankruptcy of the partnership no special partner can, under any circumstances, be allowed to claim as a creditor until the claims of all the other creditors of the partnership are satisfied. No dissolution of such partnership by the acts of the parties can take place previous to the time specified in the certificate of its formation, or in the certificate of its renewal, until a notice of such dissolution shall have been filed and recorded in the clerk's office in which the original contract was recorded, and published once in each week for four weeks in a newspaper printed in each of the counties where the partnership may have places of business, and in the State papers. A general partner in any limited partnership may, with the assent of his partners, transfer or bequeath his interest in the partnership. A special partner, with the assent of his partners, may likewise sell or assign his interest in a limited partnership. The insolvency of any special partner does not cause a dissolution of the partnership, but his interest must be sold for the benefit of his creditors. When any general or special partner dies without having disposed of his interest, his executor may sell the same under the direction of the Court. All such alterations must be duly acknowledged, certified, and recorded, as in the case of the original formation of such partnership (a). Germany.-A commandite partnership exists where two or more persons carry on trade together, some with limited and some with unlimited liability. A commandite partnership must be entered in the register of commerce. The register must contain the name, profession, and residence of all the partners with unlimited liability; the name, profession, and residence of each (a) Law of 16 April, 1838. Liability of the comman dité and com commanditaire, with the designation that he is a commanditaire; the name of the firm, the place where it is established, and the amount of the shares of each commanditaire. The register must be signed by all the partners before the Tribunal of Commerce. In the publication of the particulars in the Gazette it is not necessary to give the names of the commanditaires and the amount of their shares. Any change in the commandite partnership must likewise be published and registered. The management of the business rests with the general partners. The commanditaire must not take any part in the busi- manditaire. ness of the partnership. But he is only responsible for the amount of capital which he has invested or which he has yet to pay. He is not bound to restore any part of the interest and profits which he may have drawn out for losses subsequently incurred. If the original capital is diminished by subsequent loss, future profits are employed to cover this loss. If no provision has been made as to the share of each partner in profit and loss, the division will be made by the tribunal or by arbitrators. The obligation of the commanditaire commences from the registry of the partnership. All suits against a commandite partnership must be instituted against the general partners. The name of the commanditaire must not be included in the firm, otherwise he becomes responsible as a general partner. The death or incapacity of a commandite partner does not cause the dissolution of the partnership. The dissolution of a commandite partnership, on the retirement of a commandite partner, must be entered in the register. The capital of partnership en commandite may be divided in shares and parts of shares in favour of distinct persons, but must be for an amount each of at least 100 thalers conventional coins. Such partnerships can only be established by government consent, and constituted by deed. The deed must contain the names, surnames, profession, and residence of each general partner; the name of the firm, and the place where it is situated; the object and duration of the partnership, the number of shares, the stipulation for a council of inspection, the manner of calling meetings, the mode of advertising, &c. Capital of may be di commandite vided into shares. The deed must be registered at the tribunal of commerce in an The deed must extract containing the principal conditions as above. A decla- be registered. Notice must be given of all transfers of shares. ration signed by the general partners must also be made that Canada.-A law on Limited Partnerships has been introduced in Canada in all important particulars the same as that of New York (b). Holland.-Partnerships en commandite are allowed, the same as in France (c). Italy.-Commandite partnerships must in all cases receive (a) German Code, §§ 173 to 196; German Code, §§ 250 to 270. (b) 12 Vict. c. 75, 1849; 17 Vict. c. 9, 1853. (c) Dutch Code, §§ 19 to 21. the authority of the Government, and their deed must be approved in the same manner as "anonymous partnerships." New South Wales.-Limited partnerships may be formed for the transaction of agricultural, mining, mercantile, mechanical, manufacturing, or other business, except for banking and insurance. The firm must contain the name of the general partners only, with the addition of the words "and another," or" and others." In other particulars the law does not differ from the preceding statutes (a). Portugal. The law on commandite partnerships is the same as in Spain and France (b). Russia.-Commandite partnerships must be established with the same formalities as other partnerships. The commanditaire cannot bind the partnership by his acts, and is only responsible for the amount he has invested. In the copies or extracts to be presented to the public authority the names of the commanditaires may be omitted, but the capital they invest must be stated. Spain. The same law exists as in France. The capital of partnerships en commandite is divisible in shares. The share may be represented by cédules or scrips, and they may be divided in coupons. The shares are not issued till the money has been paid; and if they are issued before this payment, the party who delivers the share is responsible. The transfer is effected by a declaration of transfer enrolled in the register of the partnership. The transferors of shares enrolled continue responsible so long as they have not paid the entire amount of each share (c). Limited partnerships in New South Wales. SECTION VIII. ANONYMOUS COMPANIES. FOREIGN LAWS. anonymous France. An anonymous company is carried on, not in the Nature of name of any of the partners, but by the name or object of the companies. undertaking. The credit of such companies does not rest on the solvency of any partner. The name of Sociétés anonymes is given to companies of a small number, and of Compagnies (a) 17 Vict. c. 19, 1853. (b) Portuguese Code, §§ 565 to 570. VOL. I. I |