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TITLE 1. partnership name shall file an additional certificate with the clerk,

with whom the original certificate may have been filed, verified on oath by one of them, stating the names and residences of such additional special partners, and the amounts respectively contributed to the common stock by them. And any special partner, or the heirs or legal representatives of any such special partner, deceased, may sell his interest in the partnership without working a dissolution thereof, or rendering the partnership general, provided a notice of such sale be filed within ten days thereafter, with the clerk with whom such original certificate of partnership may have been filed, and the purchaser of such interest may thereupon become a special partner, with the same rights as an original special partner. [Thus amended by L. 1858, ch. 289.]

13. The business of the partnership shall be conducted under a composing firm, in which the names of the general partners only shall be inserted, 5. Hini, 309; except that where there are two or more general partners the firm Barb

name may consist of either one or more of such general partners, (766) with or without the addition of the words “and company,” or “ &

Co.," and if the name of any special partner shall be used in such firm, with his privity, he shall be deemed a general partner ; but the said partnership shall be put upon some conspicuous place on the outside and in front of the building in which it has its chief place of business, some sign on which shall be painted in legible English characters, all the names in full of all the members of said partnership, and in default thereof no action shall be abated or dismissed by reason of the proof of plaintiff of the partnership failing to meet the allegations of his pleading as to the names and number of the partnership; but the pleading may be amended on the trial to conform to the proof in that respect without costs. [Thus amended by L. 1866, chu 661, 6 2.]

(L. 1866, ch. 661, § 2. This act shall apply to existing limited partnerships, but shall not discharge any special partner from any liability now existing upon any

debt or obligation heretofore contracted. ] Suits, in

§ 14. Suits 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.

§ 15. No part of the sum which any special partner shall have special partner not contributed to the capital stock, shall be withdrawn by him, or paid to be with

or transferred to him, in the shape of dividends, profits or other

wise, at any time during the continuance of the partnership; but ceive in any partner may annually receive lawful interest on the sum so con24 How. Pr. tributed by him, if the payment of such interest shall not reduce W: D. 289; the original amount of such capital; and if, after the payment of 25.420 N such interest, any profits shall remain to be divided

receive his portion of such profits.
(L. 1827, 249; L. 1822, 259, § 11.]

16. If it shall appear, that by the payment of interest or profits refund into any special partner, the original capital has been reduced, the 5 Hili, 313. partner receiving the same shall be bound to restore the amount

necessary to make good his share of capital, with interest.

[The same.]

whose names. 4 E. D. S., 208; 4 Robt., 431. Capital of

drawn. When he may re


may also

Hun, 219.

When to





partners to


§ 17. A special partner may from time to time examine into the TITLE I. state and progress of the partnership concerns, and may advise as Rights of to their management; he may also loan money to, and advance and pay money for the partnership, and may take and hold the notes, 4 Abb. Fr., drafts, acceptances and bonds of or belonging to the partnership, as 10., 3299; 115 security for the repayment of such moneys and interest, and may Alba use ar lend his name and credit as security for the partnership, in Barb., 290 ; any business thereof, and shall have the same rights and remedies 97 N. Y., in these respects as any other creditor might have. He may also negotiate sales, purchases, and other business for the partnership, but no business so negotiated shall be binding upon the partnership, until approved by a general partner. Excepting as herein men- Restrictioned, he shall not transact any business on account of the partnership, nor be employed for that purpose, as agent, attorney or otherwise. If he shall interfere contrary to these provisions he shall be deemed a general partner. [Thus amended by L. 1857, ch. 414.]

§ 18. The general partners shall be liable to account to each General other, and to the special partners, for their management of the con- account. cern, both in law and equity, as other partners now are, by law. (Section 19 repealed by L. 1886, ch. 593.]

$ 20. Every sale, assignment, or transfer of any of the property Certain or effects of such partnership, made by such partnership when in- void: solvent, or in contemplation of insolvency, or after, or in contem- Certain plation of, the insolvency of any partner, with the intent of giving a and securipreference to any creditor of such partnership or insolvent partner, 9 Abb. Pr., over other creditors of such partnership; and every judgment con- Abb.,91; 25 fessed, lien created, or security given, by such partnership, under X., 491; the like circumstances, and with the like intent, shall be void, as 262; 4 Robt.,

426;56 How against the creditors of such partnership. § 21. Every such sale, assignment or transfer of any of the prop

[767) erty or effects of a general or special partner, made by such general transfers, or special partner, when insolvent, or in contemplation of insolvency, property or after or in contemplation of the insolvency of the partnership with by general the intent of giving to any creditor of his own, or of the partner- void, ship, a preference over creditors of the partnership; and every judg- 581 36 ment confessed, lien created, or security given, by any such partner, 16 Abb.

Barb., 262; under the like circumstances, and with the like intent, shall be void, Pr., 71,25 as against the creditors of the partnership.

97 N. Y., 262; 103 N. Y., 683. § 22. Every special partner, who shall violate any provision of whepappethe two last preceding sections, or who shall concur in, or assent to, ner to be any such violation by the partnership, or by any individual partner, ble shall be liable as a general partner.

§ 23. In case of the insolvency or bankruptcy of the partnership, When not no special partner shall, except for claims contracted pursuant to toredaion as section seventeen, under any circumstances, be allowed to claim as 20 n. Y., a creditor, until the claims of all the other creditors of the partnership shall be satisfied. [Thus amended by L. 1857, ch. 414.]

Pr. R., 365 ; 103 N.Y.633


Y.; 28 Hun, 69; 39 Hun, 102;

39 Barb.. 287 ; 19 W. D., 77.

Y., 328 ; 28 How. Pr. R., 103 ; 3 Sandf., 394 ; 97 N, Y., 142.

180 ; 6 Paige, 582; 24 Barb., 290 : 35 N.


§ 24. No dissolution of such partnership by the acts of the parties, Dissolation shall take place previous to the time specified in the certificate of partners.

its formation, or in the certificate of its renewal, until a notice of 73; 4 Robi:; such dissolution shall have been filed and recorded in the clerk's 7., 100; 12 office in which the original certificate was recorded, and published Barh., 291; once in each week for four weeks, in a newspaper printed in each of 6 Paige,

the counties where the partnership may have places of business, and Y., 491; 16 Abb.Pr.,71. in the state paper.

577; 25 N.

L. 1837, Chap. 129- An act to amend title first, chapter four, part second

of the Revised Statutes, concerning limited partnerships. Certificate, how to be acknowledged. SECTION 1. The certificate required by the fourth section of title first of chapter four of part second of the Revised Statutes of the state of New York, may be acknowledged or proved, as to the several persons signing the same, before the same persons before whom a conveyance of lands may be now or hereafter acknowledged or proved; and such acknowledgment or proof, shall be made and certified in the same manner as the acknowledgment or proof of the conveyances of lands may be made or certified; and the certificate when so made, shall have the same effect as if it were acknowledged in. the manner heretofore required by the law hereby amended.

L. 1872, Chap. 114 - An act in relation to limited partnerships. Special partners may lease to general partners lands, etc. SECTION 1. It shall be lawful for a special partner in any limited partnership to lease to the general partner or partners any lands, tenements or other property for the purposes of the partnership, at such rents and upon such terms as may be agreed upon between them.

[Supplementary Title.)


Partnership and other Business Names.

L. 1849, Chap. 347 – An act in relation to copartnership styles. Act of 1833 modified. SECTION 1. The act entitled “An act to prevent persons from transacting business under fictitious names," passed April 29, 1833,* shall not apply to commercial copartnerships located and transacting business in foreign countries, but they may use their styles or firms of their houses in this state.

34 Hun, 192.

L. 1854, Chap. 400 — An act allowing the continued use of copartnership

names in certain cases. Name, when to be continued. SECTION 1. When any copartnership shall have used or hereafter shall use any copartnership name, and the business conducted

The statute referred to was repealed by L. 1886, ch. 593.

by it shall be continued by some or any of the copartners, their assigns or appointees, it shall be lawful to continue the use of such name, provided that on every change of the persons continuing such use a certificate shall be filed and notice published as is hereinafter expressed.

16 J. & S., 559; 11 Daly, 293 ; 93 N. Y., 259.

Certificate to be acknowledged and published. § 2. On every change of the person or persons continuing the use of such name, he or they shall sign and acknowledge, before any officer by law authorized to take acknowledgment of deeds, a certificate declaring the person or persons dealing under such name, with their place or places of abode, and file the same with the clerk of the county in which shall be his or their principal place of business, and shall cause the same to be published in a newspaper printed in the town or city in which shall be such principal place of business, or if none be printed in such town, then in a newspaper printed in the county town, and in the newspaper printed by the printer to this state, for four successive weeks.

Register of firms. § 3. The county clerk shall keep a register of such firms and names, entering in alphabetical order the name of every firm and of the copartner or copartners thereof, for which registering and filing he shall receive for each firm a fee of one dollar, and an additional fee of ten cents for every name of a copartner beyond two; and the copies of such certificate and registry certified by him, and the affidavit of such publication, shall be evidence.

To what partnerships act applicable. 84. The provisions of this act shall apply to firms or copartnerships having business relations with foreign countries, and to all copartnerships in this state who have transacted business therein for a period of three years or upwards, and to any limited partnership formed under the laws thereof whose general partners or the majority of them shall have been members of the prior copartnership, and who shall elect to continue their business under the name of such prior copartnership and comply with the requirements of this act. [Thus amended by L. 1888, ch. 142, superseding L. 1863, ch. 144.]

Repeal. 8 5. All statutes to the contrary of this act are hereby repealed, as to persons within the purview hereof.

L. 1868, Chap. 256- An act in relation to partnerships and the use by

new partnerships of the names of former partnerships, Limited partnership may use name of former firm where majority of old firm are members of new one, SECTION 1. Any limited partnership which may hereafter be formed under the laws of this state may use the firm name of any former general or limited partnership formed under said laws, where a majority of the partners, general or special, in either of such last-mentioned copartnerships, or of the survivors thereof, shall be members of the new limited copartnership; or where a majority of the menibers of such former copartnership, or of the surviving members thereof, shall consent in writing to the use of such firm name by such new copartnership, upon complying with the provisions of the act entitled "An act allowing the continued use of copartnership names in certain cases,” passed April seventeenth, eighteen hundred and fifty-four, and the act amendatory thereof, so far as the same may be applicable. [Thus amended by L. 1881, ch. 425.]

L. 1880, Chap. 561-An act to allow the continued use of a business name of his death, and for a period of five years or more immediately prior thereto, was conducting and carrying on, in his sole name, any business in this state, or who, at the time of his death, was so conducting and carrying on any business having relation with other states or foreign countries, the right to use the name of said deceased, for the purpose of continuing and carrying on such business, shall survive, and in all cases where the right hereby given is exercised, such right to the use of such name shall form a part of the personal estate of such deceased, and shall pass or be disposed of and accounted for as such, and the right hereby given may be exercised under the provisions of this act in the case of all such persons who have died within five years last past. [Thus amended by L. 1881, ch. 389.]

or designation in certain cases. Right to continue use of business name in cases named to be part of personal estate of deceased. SECTION 1. In case any resident of this state shall die, who, at the time

79 N. Y., 490; 8 Daly, 1; 23 W. D., 31; 13 Daly, 854.

Certificate to be executed by person continuing business and filed and published. 8 2. In case any business shall be continued in the name of any such deceased

person as in this act provided, the person or persons continuing such business shall execute and duly acknowledge a certificate setting forth the person or persons dealing or intending to deal under such name, with their respective places of residence, and file the same in the county where it is intended the principal place of business shall be, and shall cause a copy of such certificate to be published in a newspaper printed in the town or city in which shall be such principal place of business, or if none be printed in such town, then in a newspaper printed in the county town, and in the newspaper printed by the printer to this state for four successive weeks.

County clerk to keep book in which to record certificates. 83. The county clerk where any such certificate is filed as above provided, shall keep a book in which all such certificates shall be recorded at full length with their date of record, and also a register in which shall be recorded in alphabetical order every name which it shall be certified is to be used as herein provided, and in which shall also be recorded in alphabetical order the names of all persons filing certificates as herein provided, with the date of such filing, and copies of such certificates and an affidavit of advertisements, made as hereinbefore provided, shall be full evidence of the same.

Clerk's fee. $ 4. The clerk shall be entitled to a fee of one dollar for recording every such certificate and for entering the name to be used and the name of the person filing such certificate as herein provided ; and to a further fee of fifty cents for making and properly certifying a copy of such certificate. Service of papers

, etc. § 5. In case any action or proceeding shall be brought, founded in whole or in part upon any transaction growing out of a business conducted as hereby provided, and the name of such deceased is stated as a defendant, the process and papers in such action may be served on any person or persons using such name with like effect as though such person or persons had been named as defendant by his or their own respective names, and with the same effect as though all such rsons were served with process, and the process and all papers may be amended by substituting the name or names of the person or persons using the name of such deceased, and no action shall fail, abate or be in any manner hindered by the name of such deceased being so used.



Of promissory Notes, and Bills of Exchange.
SEC. 1. Effect of promissory notes payable to order or bearer.

2. Same effect given to notes signed by an agent.
3. Word "person," in two last sections, to extend to corporations.
4. When actions by payees, endorsees and holders to be maintained.
5. Effect of notes payable to order of maker or of fictitious person.
6. Acceptances of bills of exchange to be in writing and signed.
7. If acceptance on separate paper, when, etc., to bind acceptor.

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