Treasurer or the commissioner or commissioners may apply to a circuit judge at chambers for an order to compel the production of such books and papers, or examination of such officers and members thereof, and the judge may enforce obedience to such order as in the case of its ordinary decrees and orders; and such corporation shall be denied the benefit of the laws of the Territory, particularly the statute limiting the time for the commencement of civil actions, and shall not be entitled to sue in any court of the Territory for any cause of action whatever, while such neglect or refusal continues.

CHAPTER 187.

SERVICE OF PROCESS ON CORPORATIONS.

Sec. 3385. Manner of service. Service of any notice or process authorized by law issued against any corporation, whether domestic or foreign, by any magistrate, court, judi.cial or administrative officer or board, may be made in the manner provided by law upon any officer or director of such corporation who shall be found within the jurisdiction of such magistrate, court, officer or board, and in default of finding such officer or director, upon the manager or superintendent of such corporation or any person who shall be found in charge of the property, business, or office of such corporation, within such jurisdiction.

Provided that if no officer, director, manager, superintendent or other person in charge of the property, business or office of such corporation can be found within the Territory, and in case such corporation, if a foreign corporation, shall have neglected to file with the officer specified in section 3378 the name of a person upon whom legal notice and process from the courts of the Territory may be served, and likewise in the event that the person so named shall not be found within the Territory, such service may be made upon such corporation by filing with the treasurer of the Territory, or in his absence, with the registrar of public accounts, a copy of such notice, or process, certified to be such under the seal of any court of record, or by the magistrate, or by the chairman, or president of such board, or by the officer issuing the same, and such

filing shall be deemed service upon such corporation thirty days after such filing, and shall authorize such magistrate, board or officer to proceed in all respects as in the case of service personally made upon an individual.

Sec. 3386. Not exclusive of 3378. Nothing in this chapter shall be construed to prevent service upon foreign corporations in the manner contemplated by section 3378. .

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CHAPTER 188.

SPECIAL PARTNERSHIPS.

Formation.

Sec. 3387. Between persons. A partnership may be formed between two or more persons for the transaction of any lawful business. A special partnership may be formed between one or more persons, called general partners, and one or more persons called special partners, for the transaction of any business. Sec. 3388. Between corporations. Any two or more corporations organized and existing under and in conformity with the laws of the Territory of Hawaii, may enter into partnership with each other, in conformity with this chapter for the furtherance of their common objects, authorized in their charter or articles of association, and the laws applicable thereto.

Sec. 3389. Authority of corporation officers. All acts to be done and proceedings required or made necessary by this chapter in the formation of special partnerships, shall be done and performed by the officers of the respective corporations entering into such special partnerships.

Sec. 3390. Certificate, contents. Persons desirous of forming a special partnership must severally sign a certificate stating:

First. The name under which the partnership is to be conducted.

Second. The general nature of the business intended to be transacted, and the place or places where such business is to

be transacted; giving, if possible, the street and number on the street.

Third. The names of all the partners and the residence of each; specifying which are general and which are special partners.

Fourth. The amount of capital which each special partner has contributed to the common stock.

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

Sec. 3391. Certificate, acknowledged and recorded. False statement. Certificates under the last section must be acknowledged by all the partners before some officer authorized to take acknowledgments of deeds, and filed in the office of the treasurer, who shall preserve the same and keep a record of the same, which shall be duly indexed. Such certificate, record and index shall, during all business hours, be open to the inspection of the public. free of charge. A fee of fifty cents shall be charged for each name signed to any such certificate. If any false statement is made in any such certificate, all the persons interested in the partnership shall be liable, as general partners, for all the liabilities thereof.

Sec. 3392. Affidavit as to sums contributed. An affidavit of each of the partners, stating that the sums specified on the certificate of the partnership as having been contributed by each of the special partners have been actually paid in lawful. money, must be filed with the certificate above mentioned.

Sec. 3393. No partnership until compliance. No special partnership is formed until the provisions of the preceding three sections are complied with.

Sec. 3394. Certificate to be published. The certificate mentioned in section 3390, or a statement of its substance, except the amount of capital contributed by any special partner, must be published in at least two newspapers printed in the English language, in Honolulu, once a week for four successive weeks, beginning with one week from the time of filing the certificate. In case such publication is not so made the partnership must be deemed general.

Sec. 3395. Affidavit of publication. An affidavit of the making of the publication mentioned in the preceding section,

made by the printer or publisher of the newspaper in which such publication is made, may be filed with the original certificate above mentioned, and shall be prima facie evidence of the facts therein stated.

Sec. 3396. General partners may sue and be sued. In all matters relating to a special partnership its general partners may sue and be sued alone, in the same manner as if there were no special partners.

Powers, Rights and Duties of Partners.

Sec. 3397. Only general partners act. The general partners only shall have authority to transact the business of a special partnership.

Sec. 3398. Special partners may advise. A special partner may at all times investigate the partnership affairs and advise his partners or their agents as to their management.

Sec. 3399. May loan money. Insolvency. A special partner may lend money to the partnership or advance money for it, or to it, and take from it security therefor, and as to such secured loans or advances has the same rights as any other creditor, but in case of the insolvency of the partnership all other claim which he may have against it must be postponed until all other creditors are satisfied..

Sec. 3400. Receive interest and profits. A special partner may receive such lawful interest and such proportion of profits as may be agreed upon, if not paid out or the capital invested in the partnership by him or some other special partner, and is not bound to refund the same to meet subsequent losses.

Sec. 3401. May not withdraw capital. No special partner, under any pretense, may withdraw any part of the capital invested by him in the partnership during its continuance.

Sec. 3402. Result of withdrawing capital. If a special partner withdraws capital from the firm, contrary to the provisions of sections 3400, 3401, he thereby becomes a general partner.

Liability of Partners.

Sec. 3403. Of general partners. The general partners in a special partnership are liable, to the same extent, as partners in a general partnership.

Sec. 3404. Of special partners. The contribution of a special partner to the capital of the firm, and the increase thereof, is liable for its debts; but he is not otherwise liable therefor, except as follows:

(1) If he has wilfully made or permitted a false or materially defective statement in the certificate of the partnership, the affidavit filed therewith, or the published announcement thereof, he is liable as a general partner to all creditors of the firm; or,

(2) If he has wilfully interfered with the business of the firm, except as permitted hereinabove, he is liable in like manner; or,

(3) If he has wilfully joined in or assented to an act contrary to any of the provisions of sections 3397-3402, he is liable in like manner.

Sec. 3405. For unintentional act. When a special partner has, unintentionally, done any of the acts mentioned in the last section, he is liable, as a general partner, to any creditor of the firm who has been actually misled thereby to his prejudice.

Alteration and Dissolution.

Sec. 3406. When special becomes general. A special partnership becomes general if, within ten days after any partner withdraws from it, or any partner is received into it, or a change is made in the nature of its business or in its name, a certificate of such fact, duly verified and signed by one or more of the partners, is not filed with the treasurer and notice thereof published as is provided in section 3394 for the publication of the certificate.

Sec. 3407. New special partners admitted how. New special partners may be admitted into a special partnership upon a certificate and affidavit being filed and recorded according to the provisions of sections 3390-3392.

Sec. 3408. Dissolution. A special partnership is subject to dissolution in the same manner as a general partnership, except that no dissolution, by the act of the partners, is complete until a notice thereof has been filed and recorded in the office of the treasurer and published, at least once in each week, for four successive weeks in at least two newspapers in Honolulu in the English language.