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 All acts and parts of acts inconsistent with this act are hereby repealed; but all existing acts, so far as this act is not inconsistent therewith, shall be deemed to remain in force.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 1^.-Partnership and other business names.] TITLE II.-OF PROMISSORY NOTES, AND BILLS OF EXCHANGE. [Supplementary Titles. TITLE 2a. Of miscellaneous instruments for the payment of money. TITLE 2". Of chattel mortgages, including liens on TITLE III.-OF THE INTEREST OF MONEY. TITLE IV.-OF ACCUMULATIONS OF PERSONAL PROPERTY, AND OF EX PECTANT ESTATES IN SUCH PROPERTY. [Supplementary Title. TITLE 4^.—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. 47 How. Pr. 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 subject 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 334, note; [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 of general shall be called general partners, and who shall be jointly and severand special partners ally responsible as general partners now are by law; and of one or more persons who shall contribute, in actual cash payments, a specific 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. 21 J. & S., 486; 97 N. Y., 320. Business, by whom to be trans acted. 3 Sandf., 293; 1 Bosw., 430. Certificate §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.] 4. The persons desirous of forming such partnership, shall make signed by and severally sign a certificate, which shall contain, to be all the part- Abb. N. C., 544; 22 J. & S., 188. To be acknowledged. When to be filed and recorded. I. 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 28. of business of the partnership shall be situated, and shall also be 20 J. & S., 287. [765] Affidavit to be filed. 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. § 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; 24 How or more of the general partners shall also be filed in the same office, 15 Abb. Pr. stating that the sums, specified in the certificate, to have been con 2 Abb. Pr., Pr. R., 495; tributed by each of the special partners to the common stock, have TITLE 1. been actually and in good faith paid in cash. 461; 5 Daly, 46. ship deemed § 8. No such partnership shall be deemed to have been formed, when until a certificate shall have been made, acknowledged, filed and partnerrecorded, nor until an affidavit shall have been filed, as above directed; formed. and if any false statement be made in such certificate or affidavit, all the persons interested in such partnership, shall be liable for all the engagements thereof, as general partners. Consefalse cer quence of S., 294; 21 partner 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 § 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 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.] Effect of omission. 6 Hill, 481; 3 Denio, 436; 24 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 altera11 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 97, 100; 4 Robt., 426; or owned, by any of the special partners, and the death of any partner, 20 N. Y., 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 TITLE 1. Names composing firm. 5 Hill, 309; 39 Barb., 287. [766] Suits, in whose names. 4 E. D. S., 208; 4 Robt., 431. Capital of special to be withdrawn. When he may receive interest. 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 firm, in which the names of the general partners only shall be inserted, except that where there are two or more general partners the firm name may consist of either one or more of such general partners 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, ch. 661, § 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.] § 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 partner not contributed to the capital stock, shall be withdrawn by him, or paid or transferred to him, in the shape of dividends, profits or otherwise, at any time during the continuance of the partnership; but any partner may annually receive lawful interest on the sum so contributed by him, if the payment of such interest shall not reduce the original amount of such capital; and if, after the payment of such interest, any profits shall remain to be divided. receive his portion of such profits. 24 How. Pr. W. D., 289, R, 459; 15 C., 320; 28 When to refund in. terest. [L. 1827, 249; L. 1822, 259, § 11.] may also § 16. If it shall appear, that by the payment of interest or profits to any special partner, the original capital has been reduced, the 5 Hill, 313. partner receiving the same shall be bound to restore the amount necessary to make good his share of capital, with interest. [The same.] |