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Powers of

partners

after dissolution.

Who may act in liquidation.

Who may

not act in

ARTICLE VI.

LIQUIDATION.

SECTION 1317. Powers of partners after dissolution.

1318. Who may act in liquidation.

1319. Who may not act in liquidation.

1320, 1321. Powers of partners in liquidation.

S 1317. After the dissolution of a partnership, the powers and authority of the partners are such only as are prescribed by this article.

S 1318. Any member of a general partnership may act in liquidation of its affairs, except as provided by the next section.

S 1319. If the liquidation of a partnership is comliquidation. mitted, by consent of all the partners, to one or more of them, the others have no right to act therein; but their acts are valid in favor of persons parting with value, in good faith, upon the credit thereof.

Powers of

partners in Jiquidation.

Id.

S1320. A partner authorized to act in liquidation may collect, compromise or release any debts due to the partnership, pay or compromise any claims against it, and dispose of the partnership property.

See Ward v. Barber, 1 E. D. Smith, 423.

S1321. A partner authorized to act in liquidation, may enter, in the name of the firm, into any obligation by way of satisfaction of a partnership debt, or as a collateral security therefor,' but he cannot make,' draw or indorse," any other obligation in its name, nor revive a debt against the firm, by any acknowledgment or part payment, within the provisions of the CODE OF CIVIL PROCEDURE concerning the times of commencing actions.*

'McPherson v. Rathbone, 11 Wend., 96.

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Sanford v. Mickles, 4 Johns., 224.

• Van Keuren v. Parmelee, 2 N. Y., 523; see Bloodgood v.
Bruen, 8 id.. 362; Shoemaker v. Benedict, 11 id.,

176.

ARTICLE VII.

OF THE USE OF FICTITIOUS NAMES.

SECTION 1322. Fictitious name.

1323. Style of foreign partnership.

1324. Continuation of style of firm having foreign business rela

tions.

1325. Certificate stating names, &c., of persons using such firm
name to be filed and published.

1326. Register of such firms to be kept by county clerk.

1327. Certified copies from register and affidavits of publication

to be evidence.

name.

§ 1322. No partnership or person may transact busi- Fictitious ness by a fictitious name, or in the name of a person not interested in such business, except as prescribed in this article.

Enlarged from R. S. (5th ed.), 978; Laws 1833, ch. 281.

foreign

ship.

$1323. A commercial partnership, established and Style of transacting business in a place without the United partner States, may use in this state the partnership name used by it there, although fictitious.

3 R. S. (5th ed.), 978; Laws 1849, ch. 347; modified so
as to express more clearly the intention of the statute.

1324. The name of a partnership, which has had business relations with places without the United States, may be continued in use by the persons succeeding to its business, and by their successors, upon compliance with the provisions of this article,1 and with the consent of the persons, if living, whose names are used.2

13 R. S. (5th ed.), 66; Laws 1854, ch. 400. The words
"foreign countries are made more explicit.
New, perhaps implied before.

Continusof firm hav

tion of style

ing foreign business relations.

$1325. On every change of the persons continuing Certificates the use of a partnership name, under the last section,

stating

names, &c.,

of persons using such firm name

to be filed and published.

Register of such firms to be kept by county clerk.

Certified

copies from

affidavit of publication to be evidence.

the person acquiring the right to use it must sign and acknowledge, before a proper officer for that purpose, a certificate, stating the name of each person dealing under such name, and his place of residence, and must file the same with the clerk of the county in which their principal place of business is situated, and must publish such certificate, or a statement containing the substance thereof, once in each week, for four successive weeks, beginning within one week after his first using such name, in the state paper, and in a newspaper printed in the town in which such principal place of business is situated, or, if no newspaper is printed in such town, in one printed in or nearest to the county town of the county.

3 R. S. (5th ed.), 67; Laws 1854, ch. 400.

S1326. Every county clerk must keep a register of the names of firms and persons mentioned in certificates filed with him, pursuant to the last section, entering in alphabetical order the name of every such partnership, and of each partner therein.

S 1327. Copies of the entries of a county clerk as register and herein directed, when certified by him, and affidavits of publication as herein directed, made by the printer, publisher or chief clerk of a newspaper, are presumptive evidence of the facts therein stated.

3 R. S., (5th ed.), 67; Laws 1854, ch. 400.

CHAPTER III.

SPECIAL PARTNERSHIP.

ARTICLE I. Formation of the partnership.

II. Powers, rights and duties of the partners.
III. Liability of partners.

IV. Alteration and dissolution of the partnership.

ARTICLE I

FORMATION OF THE PARTNERSHIP.

SECTION 1328. Special partnership, how formed.

1329. Constitution of.

1330. Certificate of special partnership.

1331. Proof of certificate.

1332, 1333. Certificate to be filed and recorded.

1334, Affidavit of actual payment of capital by special partner to

be filed.

1335. Special partnership, when formed.

1336. Publication of certificate.

1337. Affidavit of publication.

1338. Effect of omission or informality of publication.

1339. Renewal of special partnership to be certified and pub

lished

partner.

ship, how

formed.

S1328. A special partnership may be formed by Special two or more persons, in the manner and with the effect prescribed in this chapter, for the transaction of any1 business,' except banking or insurance.3

1 The words "mercantile, mechanical or manufacturing,"
omitted.

The words "within this state" omitted.

1 R. S., 764, § 1.

tion of.

S 1329. A special partnership may consist of one Constitu or more persons, called general partners, and one or more persons called special partners.

1 R. S., 764, § 2.

S1330. Persons desirous of forming a special part- Certificate nership must severally sign a certificate, stating:

1. The name under which such partnership is to be conducted;

of special partnership

Proof of
Certificate.

Certificate to be filed

ed.

2. The general nature of the business intended to be transacted;

3. The names of all the partners, and their residences, specifying which are general and which are special partners;

4. The amount of capital which each special partner has contributed to the common stock; and,

5. The periods at which such partnership will begin and end.

1 R. S., 764, § 4.

S1331. A certificate under the last section must be acknowledged or proved, as to the several persons signing the same, in the manner prescribed by sections 516 to 529.

1 R. S., 764; Laws 1837, ch. 129.

$ 1332. The certificate of a special partnership, and record- when duly acknowledged and certified, must be filed with the clerk of the county in which the partnership is to have its principal place of business, and must be recorded by him at large, in a book kept for that purpose, open to public inspection.

Id.

Affidavit of actual payment of capital by special partner to be filed.

1 R. S., 764.

S 1333. A transcript of the record made pursuant to the last section, duly certified by the clerk under his official seal, must be filed and recorded in like manner in the office of the clerk of every county in which the partnership has a place of business.

1 R. S., 764.

S 1334. An affidavit of one or more of the general or special partners in a special partnership, stating that the sums specified in the certificate of the partnership as having been contributed by each of the special partners, have been actually and in good faith paid in cash, must be filed in the same office with the original certificate.

1 R. S., 765, § 7, omitting the words "At the time of filing the original certificate," which appear to be un

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