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AN ACT to authorize the formation of Limited Partnerships.
[Passed April 4, 1850.]
The People of the State of California, represented in Senate and As
sembly, do enact as follows:
SECTION 1. Limited partnerships for the transaction of mercantile, partnerships may be formed. mechanical, mining, or manufacturing business within this state, may
be formed by two or more persons, upon the terms, and subject to the Not to apply to conditions and liabilities prescribed in this act; but nothing containbanking or
ed in this act shall authorize such partnerships for the purpose of
banking or insurance. Such partner Sec. 2. The said partnerships may consist of one or more persons, ships to consist of general and
who shall be called general partners, and shall be jointly and severspecial partners.
ally responsible as general partners are by law; and of two or more persons
who shall contribute to the ommon stock a specific sum in actual cash payment, as capital, and who shall be called special partners, and shall not be personally liable for any debts of the partner
ship, except in the cases hereinafter mentioned. Persons forming such partner
Sec. 3. The persons forming such partnerships shall make and sevships to sign a erally sign a certificate, which shall contain the name or firm under certificate, in form prescribed. which said partnership is to be conducted, the names and respective
places of residence of all the general and special partners, distinguishing who are general and who are special partners, the amount of capital which each special partner has contributed to the common stock, the general nature of the business to be transacted, and the time when the partnership is to commence, and when it is to termi
nate. Certificates to be Sec. 4. No such partnership shall be deemed to have been formed, acknowledged
until a certificate, made as aforesaid, shall be acknowledged by all the partners, before some officer authorized to take acknowledgment of deeds, and recorded in the office of the Recorder of the county in which the principal place of business of the partnership is situated, in a book to be kept for that purpose, open to public inspection; and if the partnership shall have places of business situated in different counties, a copy of the certificate, certified by the Recorder in whose office it shall be recorded, shall be filed and recorded in like manner
to be advertised.
in the office of the Recorder in every such county. If any false False statement
in certificate. statement shall be made in any such certificate, all the persons interested in the partnership shall be liable as general partners for all the engagements thereof.
Sec. 5. The partners shall, for three successive weeks immediately Copy certificate after such registry, publish a copy of the certificate above mentioned, in a newspaper printed in the county where their principal place of business is situated, and if no such paper be there printed, then in a newspaper in the state nearest thereto; and in case such publication be not so made, the partnership shall be deemed general.
Sec. 6. Upon every renewal or continuation of a limited partner- Renewal of such ship, beyond the time originally agreed upon for its duration, a certificate thereof shall be made, acknowledged, recorded, and published, in like manner as is provided in this act for the original formation of limited partnerships; and every such partnership which shall not be renewed in conformity with the provisions of this section, shall be deemed a general partnership.
Sec. 7. The business of the partnership shall be conducted under style of firm. a firm, in which the names of the general partners only shall be inserted, and the general partners only shall transact the business. If the name of any special partner shall be used in such firm, with his consent or privity, or if he shall personally make any contract respecting the concerns of the partnership, with any person except the general partners, he shall be deemed and treated as a general partner. Sec. 8. During the continuance of any partnership under the pro- Capital not to be
withdrawn. visions of this act, no part of the capital stock thereof shall be withdrawn, nor any division of interests or profits be made so as to reduce such capital stock below the sum stated in the certificate before mentioned. If at any time during the continuance, or at the termination of the partnership, the property or assets shall not be sufficient to pay the partnership debts, the special partners shall severally be held Liability of
special partners. responsible for all sums by them in any way received, withdrawn, or divided, with interest thereon, from the time when they were so withdrawn respectively.
Sec. 9. No general assignment by said partnership, in case of in- Assignment for solvency, or where their goods and estate are insufficient for the
payment of all their debts, shall be valid, unless it provide for a distribution of the partnership property among all the creditors, in proportion to the amount of their several claims. Sec. 10. In case of an assignment, as provided for in the preced. Notice of assign
ment to be given.
ing section, the assent of the creditors shall be presumed, unless,
Sec. 11. All suits respecting the business of such partnership shall
Sec. 12. No dissolution of a limited partnership shall take place, except by operation of law, before the time specified in the certificate before mentioned, unless a notice of such dissolution shall be recorded in the Recorder's office in which the original certificate, or the certificate of renewal or continuation of the partnership, was recorded, and unless such notice shall also be published for three successive weeks in some newspaper printed in the county where the certificates of the formation of such partnerships were published, according to the provisions of this act; and if no newspaper shall, at the time of such dissolution, be printed in such county, then the notice of such dissolution shall be published in some newspaper in this state nearest thereto.
Sec. 13. In all other cases not otherwise provided for in this act, the members of limited partnerships shall be subject to all the liabilities, and entitled to all the rights of general partners.
Cases not provided for.
AN ACT concerning Water Craft found adrift, and Lost Money and
Property.- [Passed April 5, 1850.]
Assembly, do enact as follows:
Section 1. That if any person or persons shall hereafter stop or take up any keel boat, Alat or batteau, perogue, canoe, or other vessel or
The taker up of any water craft
water craft found adrift on any waters or water courses within the of the value of
$100 found adrift limits of, or on the borders of this state, and the same is of the value to report same to of one hundred dollars, it shall be the duty of such person or per- peace.
a justice of the sons, within five days thereafter, provided the same is not proven and restored to the owner, to go before some Justice of the Peace of the county in which such property is taken up, and make affidavit in writing, setting forth the exact description of such vessel or water craft; when and where the same was found; whether any, and if so, what cargo, tackle, rigging, or other appendage was found on board or attached thereto; and that the same has not been altered or defaced within the whole or in part, since the taking up, either by him, her, or them, or by any other person or persons, to his, her, or their knowledge: and the said Justice of the Peace shall thereupon issue Justice to issue his warrant, directed to some constable of his township, commanding appraisement of. him forthwith to summon two respectable householders of the neighborhood, whose duty it shall be to proceed without delay to examine such boat or vessel, her cargo, tackle, rigging, and all appendages as aforesaid, and to make report thereof, under their hands and seals, to
Appraisement to the Justice issuing such warrant as aforesaid, and value the same, be entered in who shall enter the same, together with the affidavit of the taking up copy transmitted in full in his estray book; and it shall be the further duty of said Justice, within ten days after the said proceedings shall have been entered on his estray book as aforesaid, to transmit a certified copy thereof to the office of the Recorder of his county, to be by him registered in his estray book, and file the same in his office.
Sec. 2. In all cases where the appraisement of any such boat or where vessel, including her cargo, tackle, rigging, or other appendages as than $100.
appraisement less aforesaid, shall not exceed in value one hundred dollars, the taker up shall advertise the same on the door of the Court House, and also in three other of the most public places in his county, in ten days after the Justice's said certificate shall have been entered on the estray book; and if no person shall appear to claim and prove such boat or craft within six months from the taking up as aforesaid, the property shall be vested in the taker up; but if the value thereof shall exceed
Appraisement one hundred dollars, it shall be the duty of the Recorder of the county,
more than $100. within ten days from the time of the reception of the Justice's certificate at his office, to cause an advertisement to be set up on the Court House door, and in three public places in his county, and also in a public newspaper in his county; and if the said craft and appendages be not claimed and proven within three months from the time of such notice, it shall be the duty of the person taking up to deliver the
them to owner if known.
to report to a
same to the Sheriff of the county wherein such boat or craft was taken up, who shall thereupon proceed to sell the same at public auction to the highest bidder for ready money, having first given fifteen days notice of the time and place of sale; and the proceeds of such sales, after deducting the costs and other necessary expenses, shall be paid into the County Treasury: Provided, further, that the proper owner, by making satisfactory proof of the same, within one year from the time of said sale, shall be entitled to draw on said Treasury for the full amount of said sale, deducting all costs and charges
thereon. Finder of lost Sec. 3. If any person or persons shall hereafter find any lost goods to restore
goods, money, or choses in action, of any description whatever, of the value of five dollars and upwards, it shall be the duty of such person or persons to inform the owner thereof, if he is known to the finder, and to make restitution of the same without compensation,
except such as may be voluntarily given, further than a reasonable Where owner charge for taking care of the same: but if the owner be not known, unknown, finder
such person or persons shall within five days after such finding, as Justice of the
aforesaid, go before some Justice of the Peace of his county, and make affidavit of the description and value thereof; and also of all circumstances relating to the finding that may have come to his knowledge, and that no alteration had been made in the appearance
thereof since; also the time of finding the same, whereupon the Description of property found Justice shall enter a description of the property found, and the to be entered in value thereof as near as he can, in his estray book, together with estray book.
the affidavit of the taker up; and shall also within ten days after the entering of the same in his estray book, transmit to the Recorder
of the proper county a certified copy thereof, to be by him recorded Goods, etc., not in his estray book, and to file the same in his office. In all cases
where such lost goods, money, or choses in action, shall not exceed twenty-five dollars in value, it shall be the duty of the finder to advertise the things found on the door of the Court House, or in three public places in the county wherein the property was found; and if no person shall appear to claim and prove such goods, money, or choses in action, within twelve months from the time of such advertisement, the right of such property shall be vested in the finder ;
but if the value thereof shall exceed twenty-five dollars, it shall be exceeding $25
the duty of the Recorder of the proper county, within ten days from the time of the reception of the certificate of the Justice at his office, to cause an advertisement to be set up on the door of the Court House, and in three other public places in the county, and also if the
exceeding $25 value.