PARTNERSHIPS

LIMITED PARTNERSHIPS AND PARTNERSHIP

ASSOCIATIONS

Alabama. - Limited partnerships may be formed for the transaction of any mercantile, mechanical, manufacturing, or other lawful business in this state. Such partnerships may consist of one or more general partners, and of one or more persons, who contribute, in cash payments, a specific sum as capital to the common stock, who are called special partners. General partners alone manage the business, sign for the partnership, and bind the same. The terms of the partnership must be published for 6 successive weeks. Dissolution of the partnership must be advertised for 3 weeks before it takes place.

Arizona. -A partnership doing business in this territory under a fictitious name or a designation not showing the name of the partners, must file with the county recorder a certificate, stating the names in full of all their members, and their place of business.

California. - A limited or special partnership may be formed by two or more persons for the transaction of any business except banking or insurance. It may consist of one or more general partners, and one or more special partners. A certificate must be signed showing the nature of the business, which are general and which are special partners, and the amount of capital stock each has contributed. The certificate must be acknowledged as in case of a deed, and must be filed in the clerk's office, and recorded in the county recorder's office. An affidavit must be filed in the same office with the original certificate, stating the sum contributed. The certificate must be published in a newspaper once a week for 4 weeks.

Colorado. - A limited partnership may consist of one or more general partners, and one or more contributing a specified amount of capital in cash or other property at cash value, who shall be special partners. General partners only may transact the business, sign the partnership name, and bind the firm. The parties must sign a certificate containing the firm name, nature of the business, names of the general and the special partners, with their places of residence and places of business, the amount of capital stock, and the period when the partnership is to commence and end. The certificate shall be filed

with the county clerk. Partners shall publish the terms of the partnership 4 weeks in a newspaper of the county where the business is carried on. Such a partnership may be dissolved by operation of law, or by 4 weeks' notice in a newspaper.

Connecticut. – Provision is made by statute for limited partnerships, but they are not common.

District of Columbia. - Limited partnerships are provided for, whereby special partners not exceeding six shall not be liable beyond the fund contributed by them, provided a certificate setting forth the general business, the names and the residences of the general and the special partners, the amount of capital contributed by each, and the time when the partnership shall begin and end, be acknowledged before a notary or a judge of any court in the district, and filed with the clerk of the supreme court of the district. An affidavit of the general partners is required to the effect that the sums contributed by the special partners have actually been paid.

Florida. - The former law allowing the organization of limited partnerships has been repealed.

Illinois. A limited partnership may consist of one or more general partners, and of one or more persons who shall contribute a specific amount of capital in cash, or other property at cash value, called special partners. The certificate of the formation of the partnership must be acknowledged, filed, and recorded in the office of the county clerk of the county in which the principal place of business of the partnership is situated. The business of the partnership is required to be conducted under a firm name, in which the names of the general partners only appear. In case of the insolvency of the partnership, the preference of any creditor is forbidden. No part of the capital contributed by a special partner can be withdrawn during the continuance of the partnership.

Indiana. - Limited partnerships are formed by the parties signing a certificate giving the name under which the partnership is to be conducted, and the names and places of residence of the general and special partners, the amount of capital stock which each partner has contributed, the general nature of the business, and the time of the commencement and termination of the partnership. The certificate must be acknowledged before a justice of the peace, and recorded in the county where the business is to be conducted, and notice given by 6 successive weeks' publication in a newspaper.

Iowa. - Limited partnerships may be formed by two or more persons for the transaction of any lawful business. They may consist of one or more persons who shall be responsible as general partners, and one or more who shall contribute in actual cash a specified sum as

capital. All of the partners must acknowledge and file in the office of the clerk of the district court a certificate giving the name of the firm, the nature of its business, the names of all partners, distinguishing which are general and which are special partners, and their respective places of residence, the amount of capital contributed by each special partner, and stating when the partnership shall commence and terminate. There shall also be attached to and filed with said certificate an affidavit of one or more of the general partners stating that the sums specified in the certificate to have been contributed by each of the special partners have been actually and in good faith paid in in cash. There shall also be published a notice containing the above fact. Every alteration in the names of partners, the nature of business, or the capital or shares, dissolves the partnership.

Kansas. - A limited partnership may be formed for the transaction of any mercantile, mechanical, or manufacturing business in this state, between two or more persons, one or more of whom must be general partners, and the rest of the persons contributing a certain amount of capital are liable for the partnership debts only to the amount of their respective capital.

Kentucky. - Limited partnerships are authorized by statute, but are rarely used.

Louisiana. - Partnerships are either commercial or ordinary. Commercial partnerships are governed by the general law of partnerships, and each partner is liable for the total debt of the firm. In an ordinary partnership, no one of the partners can bind the others, unless he have been given special authority therefor; and each partner is liable only for his share of the partnership debt, calculating such share in proportion to the number of partners, without any regard to the proportion of the stock or profits each is entitled to.

Maine. - Limited partnerships are but little used. A certificate of the facts concerning its organization must be recorded in the registry of deeds, and published in a newspaper of the county where the business is to be carried on.

Maryland. - Special or limited partnerships can be formed under which the special partners are liable only to the extent of the capital invested in the partnership, unless they fail to comply with the provisions of the code.

Massachusetts. - Limited partnerships are authorized to consist of one or more persons, called general partners, to be jointly and severally liable for all debts of the partnership, and of one or more persons who shall each contribute to the common stock, in actual cash payment, a specific sum, as capital, to be called special partners, liable only as provided in the statutes.

Michigan. - Limited partnerships may be formed for the transaction of any mercantile, mechanical, or manufacturing business, but not for the business of banking or insurance. The amount of capital contributed by the special partners must be stated in the articles of copartnership. A special partner may contribute his capital in cash or other property at cash value. A certificate signed and acknowledged by all the partners showing the firm name, the nature of the business, the names and designations of the general and special partners and their places of residence, the capital contributed by the special partners, and the commencement and termination of the partnership must be recorded in each county in which the partnership has a place of business. Publication of the terms of the partnership must be made for 6 weeks in two newspapers. Partnership associations may be formed for the transaction of any lawful business by three or more persons, and their liability limited to the amount of their subscription to the capital. The word limited must be the last word of the name of the association and must be always used. An omission to use it makes all members "liable for any indebtedness, damage, or liability arising therefrom."

Minnesota. - Limited partnerships may be formed for the transaction of mercantile, mechanical, or manufacturing business, but not for banking or insurance. A certificate stating the firm name, the nature of the business, the names of all partners, the amount of capital put in by each special partner, and the time when the partnership begins and ends, duly acknowledged by each partner, must be filed in the office of the register of deeds in the county where the business is carried on, and published 6 weeks in a newspaper. A limited partner must put in cash and is liable only for money put in, but he must not transact business for the partnership.

Mississippi. -Limited partnerships are provided for, but are uncommon. The articles of partnership must be recorded.

Nebraska. -All partnerships are required to record in the office of the county clerk of the county where the place of business is located, a certificate signed by each member of the partnership, showing the firm-name, the general nature of the business, the principal place of business, and the full name and residence of each individual member. Neglect or refusal to comply with the requirements of the statutes for 20 days renders the partnership liable to a fine not to exceed $1,000, but does not affect the legality of the business transacted. The partners may then sue and be sued in the firm name, and it is not necessary to set forth in pleading or prove at the trial the names of the persons composing the firm. Limited partnerships may be formed under the provisions of the general statute, but are seldom organized. The certificate of formation must be acknowledged and filed for record

in the office of the clerk of every county where such partnership shall have a place of business. They may be formed for the transaction of any mercantile, mechanical, or manufacturing business within the state by two or more persons.

New Hampshire. - Limited partnerships may be formed containing one or more general partners, and one or more who contribute a specified sum in actual cash, the latter not to be responsible for the debts of the firm. A certificate must be signed, acknowledged, recorded, and published as directed by statute.

New Jersey. - Limited partnerships can only be formed by filing in the office of the county clerk a certificate signed by all the partners, containing the name of the firm, the kind of business, the names of the general and of the special partners, the amount of capital contributed by each, and the time of beginning and ending, accompanied by the affidavit of one of the general partners that the sums contributed by the special partners have been actually paid in. Special partners may contribute property instead of money. The certificate must be acknowledged the same as a deed of land.

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New York. - Partnerships are regulated by the statute of 1897 and may be formed by any two or more persons for the transaction of any legitimate business. The use of the names of persons in the firm name, who are not partners, and the use of and Company or & Co., without representing an actual partner, is prohibited and is a misdeWhere a partnership, which has transacted business in the state for 3 years, continues to be conducted by some of the same partners, or their assignees or appointees, or where a majority of the members of a discontinued or discontinuing partnership are members of a new one, or consent to the use of the name of the old firm, or where a resident dies, who had for 5 years carried on business in his sole name, having relations with other states or foreign countries, the use of the old name may be continued, in any such case, upon filing and publishing a certificate showing the names and residences of the members of the new firm. Limited or special partnerships may be formed by any two or more persons for the transaction of any lawful business, except banking and insurance. At least one general and one special partner must be of full age. The capital contributed by the special partners, the names of the general and the special partners, the firm name, the general nature of the business intended to be transacted, and the periods at which the partnership is to commence and terminate, must all be incorporated in a certificate which must be acknowledged, filed, and recorded in the office of the clerk of the county where the principal place of business of the partnership is to be. An affidavit of a general partner must at the same time be filed stating that the contributions of the special partners have been actually