190 Partnership Limited Liability

• Author: Ralph Hone
• Pages: #4

[CH.190.

CHAPTER 190.

PARTNERSHIP LIMITED LIABILITY.

ARRANGEMENT OF SECTIONS.

SECTION.

1. SHORT TITLE.

2. PARTNERSHIPS MAY BE FORMED.

3. GENERAL AND SPECIAL PARTNERS.

4. FORM OF MEMORANDUM OF CO-PARTNERSHIP.

5. DECLARATION OF GENERAL PARTNERS.

6. DECLARATION TO BE RECORDED AND FILED.

7. NO PARTNERSHIP TO BE DEEMED FORMED UNTIL DECLARATION AND OTHER PAPERS FILED.

8. PUBLICATION OF TERMS OF PARTNERSHIP.

9. EVIDENCE OF PUBLICATION.

10. NAME OF GENERAL PARTNERS ONLY TO BE INSERTED IN MEMORANDUM.

11. RECORDED NAME OF PARTNERSHIP TO BE USED.

12. NAME OF PARTNERSHIP NOT TO BE IDENTICAL WITH ANY OTHER, OR SO NEARLY RESEMBLING AS TO DECEIVE.

13. MEMORANDUM, DECLARATION AND CERTIFICATE IN RENEWAL OR CONTINUANCE OF PARTNERSHIP.

14. No ALTERATION TO BE MADE IN NUMBER OF PARTNERS DURING PERIOD MENTIONED IN MEMORANDUM.

15. No CAPITAL STOCK TO BE WITHDRAWN DURING CONTINUANCE OF PARTNERSHIP.

16. SUITS, EXCEPT IN CERTAIN CASES, TO BE PROSECUTED BY AND AGAINST GENERAL PARTNERS.

17. No DISSOLUTION, EXCEPT BY OPERATION OF LAW, TO TAKE PLACE BEFORE THE TIME SPECIFIED UNLESS WITH NOTICE GIVEN.

18. PROVISION FOR WINDING UP PARTNERSHIP.

19. WHEN PARTNERSHIP SHALL BE DEEMED UNABLE TO PAY ITS DEBTS.

20. APPLICATION FOR WINDING UP SHALL BE BY PETITION.

21. COURT MAY DISMISS PETITION WITH OR WITHOUT COSTS.

22. COURT MAY MAKE ORDER FOR WINDING UP PARTNERSHIP IF PAYMENT NOT MADE OR SECURITY GIVEN.

23. POWER OF COURT ON HEARING PETITION.

24. AFTER DATE OF ORDER OR DECREE SUITS TO BE STAYED, ETC.

25. AFTER ORDER ASSETS TO BE COLLECTED.

26. CONVEYANCE, MORTGAGE, ETC., BY UNDUE OR FRAUDULENT PREFERENCE.

27. PROCEEDINGS OF COURT ON WINDING UP.

28. COURT MAY EXAMINE WITNESSES.

29. PENALTY ON PARTNER MUTILATING OR ALTERING BOOKS OR PAPERS.

30. BOOKS OF PARTNERSHIP TO BE prima facie EVIDENCE.

SECTION.

31. MONEwYS RECEIVED BY COURT TO BE PAID INTO BANK.

32. COURT MAY APPOINT RECEIVER OF ESTATE.

33. POWER OF COURT TO STAY PROCEEDINGS.

34. WHEN CREDITORS SATISFIED, COURT To DISTRIBUTE SURPLUS.

35. ORDER AS TO PRIORITY OF PAYMENT.

36. REGISTRAR GENERAL To BE OFFICIAL LIQUIDATOR.

37. OFFICIAL LIQUIDATOR TO BE DESCRIBED AS SUCH, AND NOT BY NAME.

38. POWERS OF OFFICIAL LIQUIDATOR.

39. MAY APPOINT A SOLICITOR.

40. PAYMENT OF OFFICIAL LIQUIDATOR.

41. WHEN THE AFFAIRS OF PARTNERSHIP WOUND UP, COURT To DISSOLVE THE SAME.

42. ORDER SO MADE TO BE REPORTED To REGISTRAR GENERAL.

43. PROVISO AS To ALIEN LAWS.

44. INTERPRETATION.

SCHEDULE.

FORM OF MEMORANDUM OF CO-PARTrNERSHIP.

[CH.190.

CHAPTER 190.

PARTNERSHIP LIMITED LIABILITY.

AN ACT TO AUTHORIZE THE FORMATION OF PARTNERSHIPS WITH LIMITED LIABILITY.

[llth May 1861.1

1. This Act may be cited as The Partnership Limited Liability Act.

2. Partnerships, with limited liability, for the transaction of any mercantile, mechanical or manufacturing business within the Colony, except banking or insurance, may be formed by two or more persons, upon the terms, with the rights and powers, hereinafter provided.

3. In any such partnership one -or more of the members thereof shall be called the general partners, and shall be jointly land severally responsible, as partners now are by law; and the other members thereof shall be called the special partners, who shall each contribute a specific amount of capital, in cash, or other property, at cash value, to the common stock; and such special partners shall not be liable for the debts of the partnership beyond the amount of the fund so contributed by them respectively to the capital; except as hereinafter provided.

4. The persons desirous of forming such partnerships shall make, and severally sign, a memorandum of co-partnership, which shall be in the form in the Schedule to this Act, or as near thereto as circumstances will permit; and shall acknowledge the same before a notary public, who shall verify the same under his hand and seal of office which memorandum of copartnership shall contain the following things, that is to say:(a) the name of the firm under which the partnership business is to be conducted, and where the same is to be carried on;

13 of 1861.

Short title.

Partnerships may be formed.

General and special partners.

Form of memorandum of copartnership.

Schedule.

190.] PARTNERSHIP LIMITED LIABILITY.

Declaration of general partners.

Declaration to be recorded and filed.

No partnership to be deemed formed until declaration and other papers filed.

(b) the general nature of the business to be transacted;

(c) the names of all the general and special partners interested therein, distinguishing which are general partners, and which are special partners, and their respective places of residence;

(d) the amount of capital stock, in cash, or other property, which each special partner shall have contributed to common stock;

(e) the period at which the partnership is to commence, and the period when it will terminate.

5. After such memorandum of co-partnership shall have been so made, acknowledged and certified as hereinbefore provided, the general partners named therein shall also make and sign a solemn declaration before such notary to the effect that such portions of the capital stock as have been contributed in cash by the special partners have been deposited in a bank at Nassau in the name of the firm, and shall produce to such notary, to be annexed to such declaration, a certificate to that effect from the manager of the said bank and shall also declare that the amount in money, or other property, at cash value, specified in such memorandum has been actually and in good faith contributed for the purpose of being applied as set forth in the memorandum.

6. Every memorandum so acknowledged and verified, and every declaration so made and signed as aforesaid, shall, with the certificate as aforesaid of the manager of the bank, be recorded in the Registry of Records; and the originals shall then be filed in the said Registry; and such originals, and the respective records thereof, shall be open to the inspection of all persons desiring to peruse the same, during the time such Registry is open foi the discharge of public business;

and every person requiring a copy thereof shall be entitled to have the same furnished him on payment of the usual fees.

7. No such partnership shall be deemed to have been formed until such memorandum, with the verification thereto, and the declaration of the general partners, and certificate of the manager of the bank, shall have been filed as above directed; and, if any false statement [LCH.190.

2217 be made in such memorandum or declaration, such partnership shall not be deemed a partnership with limited liability under this Act.

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