§ 1. Limited partnership-how formed. A limited partnership for the transaction of mercantile, mechanical or manufacturing 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 chapter shall not be construed to authorize any such partnership for the purpose of banking or insurance.

§ 2. To consist of general and special partners. Such partnership may consist of one or more persons who shall be called general partners, and who shall be jointly and severally 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.

§3. Powers of general partners. The general partners only are authorized to transact business and sign for the partnership, and to bind the same.

§ 4. Certificate to be made its contents. The persons desirous of forming such partnership shall make and severally sign a certificate, which shall contain:

First. The name or firm under which such partnership is to be conducted.

Second. The general nature of the business to be transacted.

Third. 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.

Fourth. The amount of capital which each special partner has contributed to the common stock.

Fifth. The period at which the partnership is to commence, and at which it is to terminate.

§ 5. Certificate to be acknowledged. The certificate shall be acknowledged or proved, as to the several persons signing the same, before the same person 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 conveyance of lands may be made or certified.

$6. Certificate to be filed and recorded. The certificate, so acknowledged and certified shall be filed in the office of the register of deeds of the county in which the principal place of business of the partnership is situated, and shall also be recorded by him at large in a book to be kept for that purpose, open to public inspection. If the partnership has places of business situated in different counties, a transcript of the certificate and acknowledgment thereof, duly cer

tified by the register of deeds in whose office it is filed, under his official seal, shall be filed and recorded, in like manner, in the office of the register of deeds of every such county.

§7. Affidavit to be filed-its contents. At the time of filing the original certificate, with the evidence of the acknowledgment thereof, as before directed, an affidavit of one or more of the general partners shall also be filed in the same office, stating that the sums specified in the certificate to have been contributed by each of the special partners to the common stock, have been actually and in good faith paid in cash.

§ 8. Certificate and affidavit essential-false statements. No such partnership shall be deemed to be formed until a certificate is made, acknowledged, filed and recorded, and an affidavit is filed as above directed; and if any false statement is made in such certificate or affidavit, all the persons interested in such partnership shall be liable for all the engagements thereof, as general partners.

§ 9. Copy of certificate to be published. The partners shall publish a copy of such certificate when registered, for at least six weeks immediately after such registry, in a newspaper printed and published in the county where such registry is made, if there is one, and if not, then in a newspaper printed and published at the capital of the state; and if such publication is not made, the partnership shall be deemed general.

§ 10. Proof of publication may be filed. Affidavits of the publication of such notice, by the publishers, or their foreman, of the newspaper in which the same is published, may be filed with the register of deeds directing the same, and shall be evidence of the facts therein contained.

§ 11. Partnership, how renewed. Every renewal or discontinuance of such partnership beyond the time originally fixed for its duration, shall be certified, acknowledged and recorded, and an affidavit of a general partner be made and filed, and notice given, in the manner herein required for its original formation; and every such partnership which is not renewed or continued, shall be deemed a general partnership.

§ 12. Effect of alteration of names of parties, etc. Every alteration which is made in the names of the parties, in the nature of the business, or in the capital or shares thereof, or in any other matter specified in the original certificate, shall be deemed a dissolution of the partnership; and every such partnership which in any manner is carried on after any such alteration is made, shall be deemed a general partnership, unless renewed as a special partnership according to the provisions of the last section.

$13. The partnership name-sign to be posted. The business of the partnership shall be conducted under a firm name, in which the names of the general partners only shall be inserted: provided, that when there are two or more general partners, the firm name may consist of either the name or names of one or more of such general partners, with or without the addition of the words "& Company," or & Co.;" and if the name of any special partner shall be inserted in said firm name with his privity, he shall be deemed a general partner: provided further, that the partnership shall put upon the outside and in front of the building in which it has its chief place of business, in a conspicuous place, a sign on which shall be painted, in legible English characters, all the names in full of all the members of the partnership. (As amended 1872, c. 55, § 1.)

$14. Actions, how conducted. All actions respecting the business of such partnership shall be prosecuted by and against the general partners only, except in those cases in which provision is made in this chapter that the special partners shall be deemed general partners, and that special partnerships shall be deemed general partnerships, in which cases all the partners deemed general partners may join or be joined in such actions; and excepting also those cases when special partners are held severally responsible on account of sums by them received or withdrawn from the common stock as before provided.

15. Capital not to be withdrawn. During the continuance of any partnership under the provisions of this chapter, no part of the capital stock thereof shall be withdrawn, nor any division of interest or profits be made, so as to reduce such capital stock below the sum stated in the certificates before mentioned; and if, at any time during the continuance or at the termination of the partnership, the property or assets are not sufficient to pay the partnership debts, then the special partners shall severally be held 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.

16. Powers and rights of special partner. A special partner may, from time to time, examine into the state and progress of the partnership concerns, may advise as to their management, may loan money to and advance and pay money for the partnership, and take and hold the notes, drafts, acceptances and bonds of the partnership as security for the repayment of any money so loaned, advanced or paid by him, with interest thereon. He may use and lend his name and credit as security for the partnership in its business, and shall have the same remedies in these respects as any other creditor of the partnership. He may negotiate sales and make purchases for the partnership, with the approval of one or more of the general partners. He shall not transact any business for the partnership, or be employed for that purpose, otherwise than is herein provided, and if he shall interfere contrary to these provisions, he shall be deemed a general partner. (As amended 1872, c. 55, §2.)

17. Preferences by insolvent partnership. Every sale, assignment, or transfer of any of the property or effects of such partnership, made by such partnership when insolvent, or in contemplation of insolvency, or after, or in contemplation of the insolvency of any partner, with the intent of giving a preference to any creditor of such partnership, or insolvent partner, over other creditors of such partnership; and every judgment confessed, lien created or security given by such partnership, under the like circumstances and with the like intent, is void as against the creditors of such partnership.

§ 18. Preferences by partners. Every such sale, assignment or transfer of any of the property or effects of a general or special partner, made by such special or general partner when insolvent or in contemplation of insolvency, or after, or in contemplation of the insolvency of the partnership, with the intent of giving to any creditor of his own or of the partnership a preference over creditors of the partnership, and every judgment confessed, lien created, or security given by such partner under the like circumstances and with the like intent, is void as against the creditors of the partnership.

19. Violation of two preceding sections-penalty. Every special partner who violates any provision of the two preceding sections, or who concurs in or assents to any such violation by any individual partner, is liable as a general partner.

20. Claims of special partners as creditors. In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor, until the claims of all the other creditors of the partnership are satisfied.

§ 21. No dissolution by act of parties without notice given. No dissolution of such partnership by the act of the parties shall take place previous to the time specified in the certificate of its formation, or in the certificate of its renewal, until a notice of such dissolution is filed and recorded in the office of the register of deeds in which the original certificate was recorded, and published once in each week for four successive weeks, in a newspaper printed and published in each of the counties where the partnership has places of business, and if there is no newspaper published in such counties, then by publishing the same as aforesaid in a newspaper printed and published at the capital of the

state.

*§ 22. Accounts between partners. The general and special partners shall be liable to account to each other for all their acts relating to the partnership affairs, and the management of the concerns of the partnership both in law and equity. (1872, c. 55, § 3.)

*8 23. Fraud in conducting partnership. A party who shall be guilty of any wilful fraud in the affairs of the partnership shall be deemed guilty of a misdemeanor, and, on conviction thereof, shall be punished by fine or imprisonment, or both, in the discretion of the court in which such conviction is had. (1872, c. 55, § 3.)

§ 1. Erection of dams and embankments-saving clause. When any person, corporation, manufacturing company or joint-stock association is desirous of erecting and maintaining a dam upon the lands of such person, company or corporation, across any stream or watercourse not navigable, or outlet of any lake in this state, and may deem it necessary to raise the water in any such stream, lake or system of lakes, by means of such dam, or by the embankment of any lakes in addition to such dam, or both, so as to damage, overflow, or otherwise injuriously affect lands not the property of such person, corporation or company, and to maintain the same, and to raise any dam constructed, and to be constructed, so as to increase such overflow, the right to erect and perpetually maintain such dam and embankment, and to overflow such lands and use such water for manufacturing purposes, may be had and obtained, and compensation therefor made, by proceeding as in this act provided: provided, that nothing herein contained shall be so construed as to affect or impair any rights acquired, or proceedings commenced under the act of which this is amendatory; but such proceedings shall be in all things conducted, and the rights of parties determined, under the act of which this is amendatory. (As amended 1876, c. 120, § 1.)

Faribault v. Hulett, 10 M. (30); 14 M, 365.

§ 2. Petition to court. He shall present to the judge of any court of record in which jury trials are had in the county, or if there is no such court in the county, then in the district in which said dam or any part thereof is to be located, a petition setting forth the place, as near as may be, where said dam is to be located, the height to which it will be raised, the purposes to which the waterpower will be applied, and such other facts as are necessary to show the objects of the petition.

§3. Commissioners to be appointed. Upon the presentation of such petition, the judge shall appoint three disinterested residents of the county in which said dam or a part of it is to be erected, commissioners to meet at the place of its proposed erection on a day specified by such judge, and to inquire touching the matters contained in said petition; and the judge shall fix the fees of said commissioners.

§ 4. Oath of commissioners. Before entering upon their duties the commissioners shall severally take and subscribe an oath. before some person qualified to administer oaths, faithfully and impartially to discharge the duties of their appointment.

§ 5. Public notice of meeting. At the request of the petitioner the commissioners shall give, or cause to be given, notice of the times, place and object of their meeting, to every person named by said petitioner.

§ 6. Notice to persons interested-to non-residents. At least five days' notice shall be given in all cases, and in case of infants such notice shall be served on their guardian, or on the person with whom they reside; in cases of idiots or lunatics, on their guardian if they have any, and if not, then on the person under whose care or charge they may be found; in case of femes covert, on the husband as well as the feme covert; but notices to non-residents of the county or counties where said dam or a part of it is to be located, shall be published in some newspaper printed and published in the county aforesaid, or if there is none, then in a newspaper printed and published at the capital of the state. for three weeks in succession, previous to the meeting of said commissioners. § 7. Commissioners to examine premises and assess damages. The commissioners shall meet at the time and place specified in the notice, and proceed to examine the point at which said dam is proposed to be erected, and the lands and real estate, above and below, which will probably be injured by the erection of said dam; shall hear the allegations and testimony of all parties interested, and shall proceed to make a separate assessment of damages which will result to any person by the erection of said mill-dam and its maintenance forever.

§8. Report &c to be filed-notice of filing. Within thirty days after completing their examination, the commissioners shall file the petition, their appointments, jurats, and a report of their doings, in the office of the clerk of said court, and shall give notice of the filing of said report as of their meeting.

$9. Payment of damages awarded. Upon the filing of said report, the petitioners may make payment of the damages assessed to parties entitled to the same, in the manner following: first, to parties laboring under no disability; second, to guardians of infants, husbands, or trustees of femes covert; third, to guardlans of insane persons; and receipts for such payment, filed in the office of the clerk aforesaid, shall estop the parties receipting from all further claim or proceeding in the premises. Payments to parties residing in the state, but not in the county or counties where said dam or part of it is to be erected, as well as to the infants who have no guardian, and insane persons who have no guardians, and payments to parties residing out of the state, and to persons whose names are unknown, and to persons who refuse to receive the payments when tendered, shall be made by depositing the money with the treasurer of the county aforesaid, who shall pay out the same upon the order of the commissioners or court, take receipts for all payments, and file the same, with the order, in the office of the clerk of the court aforesaid, and such deposit shall have the same effect as the first mentioned receipts unless an appeal is taken by the party entitled thereto: provided, that the petitioner may, after the filing of the report of the commissioners, tender to any land-owner whose land is claimed to be flowed or injured by such dam, any sum not less than the amount found by the commissioners; and if such land-owner shall refuse to receive the same, and upon appeal fails to recover a greater sum than the amount so tendered him, he shall be adjudged to pay all costs arising upon any such appeal subsequent to said tender. (As amended 1868, c. 53, §1.)