CHAP. 143. registering each declaration the fees mentioned in the Chapter "Of Costs and Fees." R. S., c. 83, s. 18.

Not to apply to limited partnerships.

17. Nothing in this Chapter contained shall apply to cases arising under the provisions of the Chapter "Of Limited Partnerships and Sureties to Firms."

as

(occupation) (occupation)

1. That we have carried on and intend to carry on trade and business

and firm of..

in..

at....
in partnership under the name
[or I, (or we) the undersigned of..
hereby declare that I (or we) have carried on and

intend to carry on trade and business as...
in partnership with C. D.

at.....

of

and E. F.

...., (as the case may be.)]

day

and

That the said partnership has subsisted since the....
one thousand nine hundred and.

.....

3. And that we [(or I), (or we) and the said C. D..
E. F..
members of the said partnership.

...] are and have been since the said day the only

1.-(1.) Two or more persons may enter into and form Limited limited partnerships for the transaction of mercantile, partnerships, mechanical, or manufacturing business, upon the terms, Objects. with the rights and powers, and subject to the conditions and liabilities, hereinafter prescribed. Nothing in this Chapter shall authorize any such partnerships to engage in any banking operation, or to become insurers upon any marine risk, or upon loss by fire, or upon any life.

(2.) Such partnerships may consist of one or more persons General and called general partners, who shall be responsible as general special partners partners now are, and of one or more persons, who shall contribute in actual cash payments a specific sum as capital to the common stock, called special partners. Special

1

CHAP. 144. partners shall not be liable for the debts of the partnership beyond the fund so contributed by them to the capital, except in cases hereinafter mentioned. The general partners only shall be authorized to transact the business of the partnership and bind the same by the signature of the partnership name or otherwise. R. S., c. 83, s. 32.

Certificate and preliminary

proceedings in case of limited

partnerships,

2. (1.) Persons desirous of forming such partnerships shall, before the same shall go into operation, make and severally sign a certificate containing the name of the firm under which such partnership is to be conducted, the nature of the business to be transacted, the names of all the partners interested therein, distinguishing which are general and which special partners, and their respective places of residence, the amount of capital which each special partner has contributed to the common stock, the period at which the partnership is to commence and at which it will terminate. Such certificate shall be acknowledged by the several persons signing the same before a judge of the Supreme or County Court or justice of the peace; and such acknowledgment shall be certified in writing on such certificate by the person before whom the same is made.

(2.) The certificate so acknowledged and certified shall be filed in the office of the registrar of deeds for the registration district where the principal place of business of the partnership is situated, and shall be recorded by him at large in a book to be kept for that purpose, open to public inspection; and if the partnership has places of business situated in different districts, a transcript of the certificate and of the acknowledgment thereof, duly certified by such registrar, shall be filed and recorded in like manner in the office of the registrar of every such district. R. S., c. 83, s. 33. Certificate to be 3.

verified under

oath.

Publication in

newspapers and by handbills.

An affidavit of one or more of the general partners and also of one or more of the special partners, shall also at the same time be filed in the same office, stating that the sums specified in the certificate to have been contributed by each of the special partners to the common stock have been actually and in good faith paid in cash; and no such partnership shall be deemed to have been formed until a certificate has been made, acknowledged, filed and recorded, and an affidavit filed as above directed; and if any false statement is made in such certificate or affidavit, all persons interested in such partnership shall be liable as general partners. R. S., c. 83, s. 34.

4. The terms of every such partnership when registered shall immediately be published at least six weeks in the

Royal Gazette and one other newspaper published in CHAP. 144. Halifax, and by handbills posted up in some public place in the places in which the business of the partnership is carried on. If such publication is not so made, such partnership shall be deemed general. Affidavits taken before a justice of the publication of such notice by the printers of newspapers who have published the same, and by the persons who have posted the handbills, may be filed with the registrar with whom the certificate of the partnership has been filed, and shall be evidence thereof. R. S., c. 83, s. 35.

limited

how provided

5. Every renewal or continuance of any such partnership Renewals of beyond the time originally fixed for its duration shall be partnerships, certified, acknowledged and recorded, and an affidavit of a for general and special partner made and filed, and notice given in the manner herein required for its original formation; every such partnership otherwise renewed or continued shall be deemed a general partnership. R. S., c. 83, s. 86.

business to

6. Every alteration made in the names of the partners, Alterations in the nature of the business, or the capital or shares thereof, constitute gen. eral partnership, or in any other matter specified in the original certificate, unless in case of shall be deemed a dissolution of the partnership; and every renewal. such partnership carried on after any alteration shall be deemed a general partnership, unless renewed as a special partnership according to the provisions of the next preceding section. R. S., c. 83, s. 37.

partnerships,

names conducted

7. The business of the partnership shall be conducted Limited under a firm in the names of the general partners only, under what without the addition of the word company or any other general term; and any special partner whose name is used in such firm with his privity shall be deemed a general partner. R. S., c. 83, s. 38.

names of general

8. Actions in relation to the business of the partnership Actions to be in may be brought and conducted by and against the general partners. partners, as if there were no special partners. R. S., c. 83. s. 39.

to capital stock of profits.

9. No part of the sum contributed by a special partner Regulations as to the capital stock shall be withdrawn by him or paid or and distribution transferred to him in the shape of dividends, profits or otherwise, at any time during the continuance of the partnership; but a partner may annually receive lawful interest on the sum so contributed by him, if payment thereof will not reduce the original capital; and if after the payment of such interest any profit remains to be divided, he may also receive his portion of such profit; but if it appears that by the payment of interest or profits to any special partner the original capital has been reduced, the partner receiving the

CHAP. 144. same shall restore the amount necessary to make good his share of capital, with interest. R. S., c. 83, s. 40.

Special partners may advise,

but shall not transact business

10. A special partner may from time to time examine into the state and progress of the partnership concerns, and for partnership. may advise as to their management, but he shall not transact any business on account of the partnership, nor be employed for that purpose as agent, attorney, or otherwise; and if he interferes contrary to these provisions he shall be deemed a general partner. General partners shall be liable to account to each other and to the special partners for their management of the concern, as other partners now are. R. S., c. 83, s. 41.

Liability of partner for fraud.

Preferential

assignment void as against reditors.

preferred.

11. A partner guilty of any fraud in the affairs of such partnership shall be liable civilly to the person injured to the extent of the damage. R. S., c. 83, s. 42.

12. Every sale, assignment, or transfer of any of the property or effects of such partnership, or of a general or special partner, made by such partnership or a general or special partner, when insolvent or in contemplation of insolvency, with intent of giving a preference to any creditor of such partnership or insolvent partner over other creditors of such partnership, and every warrant of attorney executed, and every judgment confessed, lien created, or security given by such partnership, or general or special partner, under the like circumstances and with the like intent, shall be void, as against the creditors of the partnership. A special partner who violates any provision of this Chapter, or concurs in, or assents to any such violation by the partnership, or by any individual partner, shall be liable as a general partner. R. S., c. 83, s. 43.

Creditors' claims 13. In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor, until the claims of all other creditors of the partnership are satisfied. R. S., c. 83, s. 44.

Dissolution, how effected.

14. No dissolution of such partnership by the acts of the parties shall 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, has been filed and récorded in the registrar's office in which the original certificate was recorded, and published once in each weck for four weeks in the Royal Gazette, and in some other newspaper printed in each of the counties in which the partnership bas places of business. R. S. c. 83, s. 45.