embraced within the block or blocks named in the instrument; and as to all other lands in the city and county of New York, it shall have only the effect of an unrecorded deed. The names of the parties to said instrument shall also be entered in the nominal index of the volume where it is recorded, and the register, in addition to the certificate of records now required to be made by him, shall in the same certificate certify that such instrument has been indexed in the book of records of the block in which it has been recorded as required by this act. Recording instruments heretofore executed. § 6. Any instrument entitled to be recorded under the provisions of law before this act was passed, but not recorded, and which was duly executed, and acknowledged before January first, eighteen hundred and eighty-eight, may be recorded in the book of records for the block or blocks where the land is situated, provided any party in interest entitled to have the same recorded shall, by a designation in writing, duly acknowledged and indorsed thereon, state the number of the block or blocks in which he desires such instrument to be recorded; or the register may, in his discretion, if the description of the land in such instrument shows where it is located, record such instrument under the proper block number without such designation. Such instrument, as to land to which it relates not situated in the block or blocks where it is recorded, as in this section provided, shall have only the effect of an unrecorded deed. Id., where land not within block limits. § 7. All instruments by way of conveyance, mortgage or other lien upon land, or that affect land, in the city of New York, not within the block limits provided for in this act, which are now by law entitled to be recorded, shall be received by said register and recorded in a book or books of record, the same, and with the same legal effect, as if this act had not been passed; and a general index or indices shall be kept of all such instruments, as now required by law. Id., instruments not herein provided for. § 8. All instruments of a general character not hereinbefore provided for which are now entitled by law to be recorded in said register's office, shall be recorded the same as if this act had not been passed. Id., discharges of mortgages. § 9. Satisfaction pieces and discharges of mortgages and other liens recorded in said register's office shall be received for record and recorded as now provided by law; except that in cases where the lien has been recorded under the block number, pursuant to this act, the recording of such discharges shall be made in the same book in which the lien is recorded or in a book of a corresponding number, and such discharges shall also be noted in the corresponding block index opposite the entry which refers to the record of the lien so satisfied. Expenditures required to execute this act. § 10. For the purpose of procuring and preparing the maps, indices and books directed by this act to be procured and prepared, and putting the same in use, and otherwise carrying out the directions and intent of this act, said mayor and register in the name and on behalf of said city, may hire rooms, purchase stationery and material, and employ surveyors, draughtsman and such other expert persons, assistants and clerks as he may in his judgment require or think proper for such purpose, and may agree with the persons so employed for their compensation; and the compensation of such surveyors, draughtsmen and other persons so employed, and the cost of such material and work of putting said system of indices and books in use and operation in the offices where they are to be used, as provided by this act, and the other expenses authorized and to be incurred under this act, shall be provided for and paid in the manner directed by the next section of this act. The same. § 11. The board of estimate and apportionment of the city of New York is hereby authorized and directed, from time to time, to determine the amounts of money which may be required to carry out the provisions of this act, and to appropriate said moneys therefor, which said amounts, so from time to time appropriated, shall be included in the final estimate made by said board for the next succeeding annual tax levy, and shall be certified by the comptroller of the city of New York as a part of the said estimate; and the said comptroller is authorized and directed to pay out of the amounts so determined and appropriated, the expenses authorized by this act. And said comptroller is authorized to raise such money, from time to time, by the issue of revenue bonds of said city, which bonds shall be paid out of said moneys to be appropriated and raised as aforesaid. Extension of time for new system to operate. § 12. If it shall be determined by said mayor and register that this act cannot go into operation at the time herein designated therefor, or at such further time designated by the said mayor, not exceeding six months from the time herein designated therefor, by reason of the non-completion of said map or indices, or for any other reason therefor, the said mayor, by notice published in the City Record in said city of New York for thirty days prior to the expiration of said time designated herein, or extended time designated by said mayor, may further extend the time for the act going into operation, and for all books, maps and indices to be completed, to a date not later than the first day of July, eighteen hundred and eighty-nine; and this act upon such publication shall thereupon go into operation in said office at the time so designated by said mayor. [Thus amended by L. 1888, ch. 321.] Repeal; existing rights not affected. § 13. All acts and parts of acts inconsistent with this act are hereby repealed; but all existing acts, so far as this act is not inconsistent therewith, shall be deemed to remain in force. Nothing in this section provided shall affect any rights heretofore given or secured before this act shall go into operation. When and how act takes effect. §14. This act shall take effect immediately, and it shall go into operation as to recording and indexing, and the legal effect thereof, subject to the provisions of the twelfth section hereof, on the first day of January, in the year one thousand eight hundred and eighty-eight. TITLE 1. CHAPTER IV. OF TITLE TO PERSONAL PROPERTY, IN CERTAIN CASES. TITLE I.-OF LIMITED PARTNERSHIPS. [Supplementary Title. TITLE 1a.—Partnership and other business names.] TITLE II.-OF PROMISSORY NOTES, AND BILLS OF EXCHANGE. [Supplementary Titles. TITLE 2^.—Of miscellaneous instruments for the payment of money. TITLE 23.—Of chattel mortgages, including liens on TITLE III.-OF THE INTEREST OF MONEY. TITLE IV.-OF ACCUMULATIONS OF PERSONAL PROPERTY, AND OF EX- [Supplementary Title. TITLE 44.-Other provisions relating to personal prop erty.] TITLE I Of Limited Partnerships. SEC. 1. For what purposes limited partnerships may be formed. 2. To consist of general and special partners; their respective liabilities. 3. General partners only, to transact business. 4. Certificate to be signed by all the partners; its contents. 5. Certificates before whom, and how to be acknowledged. 6. In what counties to be filed and recorded. 7. Affidavit also to be filed; its contents. 8. Partnership when deemed formed; effect of false certificates, etc. 9. Terms of partnership how to be published; effect of omission. 10. Affidavits of publication, where to be filed; effect as evidence. 11. Renewals, etc., of partnership, how to be made. 12. Alterations, deemed dissolution of partnership. 13. In what firm and names, business to be carried on. 14. Suits to be in names of general partners. 15. Special partner not to withdraw his capital; may receive interest, etc. 16. When to refund interest received by him. 17. Rights of special partners; restrictions upon them. 18. Liability of general partners to account. 19. [Repealed.] 20. Assignments, etc., in certain cases, to give preference to creditors, void. 21. Certain assignments, etc., of general partners, void. 22. Certain acts of special partner to render him liable. 23. Special partners not to claim as creditors on insolvency of firm. 24. Dissolution by acts of partners, how made and published. [764) SECTION 1. Limited partnerships for the transaction of any mer- Purposes cantile, mechanical or manufacturing business, or of any other law of limited partnerships. TITLE 1. ful trade or business, within this state, may be formed by two or more persons, upon the terms, with the rights and powers, and sub47 How. Pr. ject to the conditions and liabilities herein prescribed; but the provisions of this title shall not be construed to authorize any such partnerships for the purpose of banking or making insurance. [Thus amended by L. 1866, ch. 70.] R., 394; 4 11 How.Pr. R, 392; 7 97 N. Y., Liabilities partners. 21 J. & S., Y., 320. [The different sections of this title, except the tenth, and where otherwise noted, are taken, with variations, from the act of 1822, p. 259.] § 2. Such partnerships may consist of one or more persons, who and special shall be called general partners, and who shall be jointly and severersally responsible as general partners now are by law; and of one or .,334, note; more persons who shall contribute, in actual cash payments, a specific 486; 97 N. sum as capital, to the common stock, who shall be called special partners, and who shall not be liable for the debts of the partnership, beyond the fund, so contributed by him or them to the capital. §3. The general partners only shall be authorised to transact business for the partnership, except as provided in section seventeen, and no special partner shall be authorised to sign for the partnership, or to bind the same. [Thus amended by L. 1857, ch. 414.] Business, by whom to be trans acted. 3 Sandf., 293; 1 Bosw., 430. Certificate to be signed by all the part ners; its contents. 10 Paige, 262; 5 Hill, 309; 62 N. Y., 513; 69 N. Y., 148; 73 N. Y. 590; 21 J. & S., 28; 17 Abb. N. C., 128, 136, 142; 13 Daly, 544; 22 J. & S., 188. To be acknowl. edged. When to be filed and recorded. 20 J. & S., 287. [765] § 4. The persons desirous of forming such partnership, shall make and severally sign a certificate, which shall contain, 1. The name or firm under which such partnership is to be conducted: 2. The general nature of the business intended to be transacted: 3. The names of all the general and special partners interested therein, distinguishing which are general and which are special, partners, and their respective places of residence: 4. The amount of capital which each special partner shall have contributed to the common stock: 5. The period, at which the partnership is to commence, and the period, at which it will terminate. 5. The certificate shall be acknowledged by the several persons signing the same, before the chancellor, a justice of the supreme court, a circuit judge, or a judge of the county courts; and such acknowledgment shall be made and certified in the same manner as the acknowledgment of conveyances of land. [See L. 1837, ch. 129, post, p. 2496.] § 6. The certificate so acknowledged and certified, shall be filed in the office of the clerk of the county in which the principal place 43 N. 72 of business of the partnership shall be situated, and shall also be recorded by him at large, in a book to be kept for that purpose, open to public inspection. If the partnership shall have places of business situated in different counties, a transcript of the certificate, and of the acknowledgment thereof, duly certified by the clerk in whose office it shall be filed, under his official seal, shall be filed and recorded in like manner, in the office of the clerk of every such county. be filed. Affidavit to 7. At the time of filing the original certificate, with the evidence 5 Hill, 313; of the acknowledgment thereof, as before directed, an affidavit of one 293;24How or more of the general partners shall also be filed in the same office, 2 Abb. Pr., Pr. R., 495; 15 Abb. Pr. stating that the sums, specified in the certificate, to have been con tributed by each of the special partners to the common stock, have been actually and in good faith paid in cash. TITLE 1. 461: 5 Daly, 46. ship formed. § 8. No such partnership shall be deemed to have been formed, When until a certificate shall have been made, acknowledged, filed and partner. recorded, nor until an affidavit shall have been filed, as above directed; deemed and if any false statement be made in such certificate or affidavit, all Consethe persons interested in such partnership, shall be liable for all the engagements thereof, as general partners. 5 Hill, 315; 39 Barb., 287; 24 How. Pr. R., 459; 15 Abb. Pr., 461; 62 N. Y., 513; 20 J. & J. & S., 23, 84; 17 Abb. N. C., 128; 100 N. Y., 535; 13 * quence of tificate, &c. 6 Hill, 481 false cer S., 294; 21 partner § 9. The partners shall publish the terms of the partnership, when Terms of requested, for at least six weeks immediately after such registry, in ship to be published. two newspapers, to be designated by the clerk of the county in which such registry shall be made, and to be published in the senate district Effect of or city, or town, in which their business shall be carried on; and if such publication be not made, the partnership shall be deemed general. [Thus amended by L. 1862, ch. 476.] omission. 6 Hill, 481; 436; 24 3 Denio, Wend, 496; 39 Barb., 287; 21 J. & S., 84; 15 Abb..N. C., 321; 97 N. Y., 320. publica § 10. Affidavits of the publication of such notice, by the printers Proof of of the newspapers, in which the same shall be published, may be tion. filed with the clerk directing the same, and shall be evidence of the facts therein contained. &c., of ship. by altera 11 N. Y., 97, 109; Robt., 426; 20 N. Y., § 11. Every renewal or continuance of such partnership, beyond Renewals, the time originally fixed for its duration, shall be certified, acknowl- partneredged and recorded, and an affidavit of a general partner be made 17 Abb. N. and filed, and notice be given, in the manner herein required for its C., 186. original formation; and every such partnership which shall be otherwise renewed or continued, shall be deemed a general partnership. § 12. Every alteration which shall be made in the names of the Dissolved general partners, in the nature of the business, or in the capital or tions. shares thereof contributed, held or owned, or to be contributed, held or owned, by any of the special partners, and the death of any partner, whether general or special, shall be deemed a dissolution of the part- 181. nership, unless the articles of partnership shall specify that in such events the partnership shall be continued by the survivors, in which case it may be so continued with the assent of the heirs or legal representatives of the deceased partner. And every such partner- When ship which shall be carried on after such alteration shall have been general made, or such death shall have occurred, shall be deemed a general ship. partnership in respect to all business transacted after such alteration or death, except in the case of a provision in the articles of partnership for the continuance of the business by the survivors as aforesaid, in which case the heirs or legal representatives of the deceased partner may succeed to the partnership rights of such deceased partner, and continue the business the same as if such partner had remained alive; provided, however, that one or more special partner or partners may be added to the partnership upon actually paying in an additional amount of capital, to be agreed upon by the general and special partners, and the alteration of the partnership by such additional special partners shall not make the partnership general, nor alter its name, nor work a dissolution, provided the general partners in the So in the original. deemed partner |