« PreviousContinue »
residence of the general and special partners, distinguishing the general from the special, the amount of capital each special partner has contributed, the general nature of the business to be transacted, and the time when the partnership is to commence and terminate.
4. No such partnership shall be deemed to have been formed until a certificate made as aforesaid shall be acknowledged by the partners before a Justice, and registered in the Office of the Registrar of Deeds of the County of their principal place of business, in a book to be kept for that purpose, open to public inspection; and if the partnership shall have places of business situate in different Counties, a copy thereof certified by the Registrar of Deeds where registered, shall also be registered in such Counties; and if any false statement shall be made in such certificate, all the persons interested in the partnership shall be liable as general partners for all the engagements thereof.
5. The partners shall for three months immediately fol. lowing such registry, publish a copy of the certificate above mentioned in a Newspaper published where their principal place of business is situated ; if such publication be not so made the partnership shall be deemed general.
6. Every such partnership shall be held to continue on the original terms, unless the partners or any of them desire to be discharged from further liability, in which case a certificate shall be signed, acknowledged, and registered as in the first instance, declaring their withdrawal from the concern.
7. The business of the partnership shall be conducted by the general partners under such designation as they shall adopt, and if the name of any special partner shall be used in such firm, with his consent and 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.
8. During the continuance of any such partnership no part of the capital stock thereof shall be withdrawn, nor any division of interest or profits be made so as to reduce such capital stock below the sum stated in the certificate before mentioned ; and if at any time during the continuance, or at the termination of the partnership, the assets shall not be sufficient to pay the partnership debts, then the special partners shall severally be responsible for all sums by them in anyway received from such partnership, with interest thereon from the time when they were sowithdrawn respectively.
9. All suits respecting the business of such partnership shall be prosecuted by and against the general partners only except in those cases where special partners shall be held sererally responsible on account of any sums by them received from the common stock as aforesaid, or in which by the provisions of this Chapter, special partnerships shall be deemed general.
10. No dissolution of such partnership shall take place except by operation of law, unless a notice thereof shall be registered in the same manner as the original certificate, and unless such notice shall be published for six successive weeks in some Newspaper of the County where such certificate or a copy thereof was published, according to the provisions of this Chapter
11. In all cases not otherwise herein provided for,the members of limited partnerships shall be subject to all the liabilities and entitled to all the rights of general partners.
12. A certificate of the dividend, or interest, or profits made from any such partnership to the special partners, shall as often as the same shall happen, be signed and sworn to by one or more of the general partners, setting forth the amount of the actual cash payments originally subscribed and paid by the special partners, and the dividend or profits and sums of money declared payable under such statement to each of all the partners, which certificate shall be registered by the Registrar of the County in which the general partners reside, or wherein the business is conducted, but no such diridend shall be declared for any period less than one year.
13. The amount of profits or dividends declared under the certificate mentioned in the last preceding Section shall be deemed to be prima facie cvidence of the sums of money received by the parties for the purposes of the eighth Section
PART II.-GENERAL PARTNERSHIPS. 14. All persons now carrying on business together in CoPartnership in this Province as general partners, and who have not heretofore signed, filed and published certificates in the manner herein provided, shall within six months after the coming into force of this Chapter, severally make and
sign a certificate, which certificate shall contain the name or firm of the Co-Partnership, and the names and respective places of residence of the different partners.
15. In all general Co-Partnerships hereafter to be formed, or that shall at any time carry on business in this Province, the different members thereof do and shall, previous to entering upon the joint business, or to establishing the same in this Prorince, severally make and sign a certificate containing the samne particulars as mentioned in the last preceding Section.
16. The signatures to all certificates made and signed under the provisions of Part Second of this Chapter, shall be acknowledged or proved in the same manner and before the same persons as Deeds of conveyances are required to be acknowledged; and all such certificates being so made,signed and acknowledged, shall be forth with filed in the Office of the Registrar of Deeds for the respective County or Counties where the Co-Partnership business is carried on.
17. On the occasion of a dissolution, or any change or changes in any Co-Partnership, a certificate shall be made and signed by the retiring, incoming, and other partner or partners, which certificate shall state the name of the retiring partner or partners, and the names and respective places of residence of the incoming partners, and which certificate shall be forth with acknowledged and filed as hereinbefore mentioned.
18. The several Registrars of Deeds in and for the different Counties in this Province are hereby required to receive and file all certificates produced to them and duly acknowledged or proved according to the provisions of Part Second of this Chapter, and that each Registrar of Deeds respectively shall keep a book in which he shall enter the different Co-Partnership names or styles, and the names of the different members composing each Co-Partnership; and for filing and entering each certificate he shall be entitled to receive and take a fee of twenty five cents, and that such book shall at all times be open to inspection on payment of a fee of twenty cents for each inspection.
19. A copy of all such certificates shall,as soon as the same are filed, be published in the Royal Gazette for two consecn. tive weeks next following the filing thereof.
20. Any person or persons engaged or hereafter to be engaged in business as general partners in this Province, neglecting or refusing to make, sign, acknowledge, file or publish such certificate as aforesaid, shall forfeit and pay the sum of sixty dollars, and shall also forfeit and pay the further sum of ten dollars per day for each and every day that such person shall so neglect or refuse after notice so to do from any creditor or creditors of such firm, or from any person or persons having dealings or transactions therewith.
21. The penalties imposed in and by the last Section shall and may be recovered by action of debt, to be brought in the name of the Clerk of the Peace in and for the County in which such certificate should be filed, against the CoPartnership by its joint style, name, or firm, and that in any such action judgment may be signed against such Co-Partnership by its joint name, style, or firm, and execution issued thereupon against the persons or goods, chattels, lands and tenements of the firm ; which execution may be levied respectively upon the bodies of such members thereof as are known, or upon their property; and all penalties recovered under Part Second of this Chapter shall be paid to the County Treasurer of the County, for the uses and purposes of the said County where such certificate should hare been filed
22. Provided always, that nothing herein contained shall be construed or held as in any way to prejudice or affect the right of third parties against any Co-Partnership,or to limit or restrain the liability of the different members thereof.
23. In case of dissolution, addition, or alteration in the name of the firm, or of the parties composing any Co-Partnership, whose certificate has been filed in accordance with this Chapter, it shall be imperative that a certificate of such dissolution, addition, or alteration, shall be within thirty days after such dissolution, addition, or alteration, be (without any notice required to be given to the said parties or any of them) filed, registered, and published as hereinbefore set forth for the filing of certificate of Co-Partnerships, and subject to the same penalties and forfeitures as for noncompliance with the filing of the original certificate in Part Second of this Chapter set forth.
24. When a party may be desirous of proving the partperships in any suit in a Court of Law or Equity, he may
produce in evidence a copy of the registry of such certifi. cate certified by the Registrar of the County where the same is registered, which copy shall be prima facie evidence of such partnership; provided always, that nothing herein contained shall prevent the parties from proving the Partnership in the usual way.
25. Whenever the publication of any notice or certificate in any Newspaper is required by this Chapter, and no such Newspaper is published as herein required, such publication shall be made in the Royal Gazette.
Section. Part I.-General Powers. 15 Oath how taken when majority of 1 Corporations, their powers. - Directors resido without the 2 Shares of stock to be personal Province.
property ; seizure under execu- 16 Personal liability of stockholders tion.
for debts of Corporation. 3 Continuance of powers, &c., of 17 Liability for assessments; collec
Corporations after expiration of tion thereof.
liable for its debts ; exception. 4 Contracts not under Seal, made 19 Existence of Corporation, how by agents, to be valid.
proved. 5 Annual ineetings.
20 Fee upon filing Memorandum of 6 Stockholders may vote by proxy Association. at such meetings.
21 Meetings to consider dissolution 7 Change of bye-laws, representa- of Company, how called. tion necessary therefor.
Increase of capital by Memorandum. Incorporation by Memorandum of 22 How capital stock may be inAssociation.
creased. 8 Memorandum of Association, 23 Form of Memorandum. when it may be filed.
24 Certificate of Provincial Secre9 Memorandum, what to specify. tary, form of. 10 Form of.
[cate. 25 Notice of Certificate to be pub11 Memorandum to be filed; Certifi- lished in the Royal Gazette. 12 After Certificate granted, persons 26 Company may increase stock
mentioned to have all powers after publication of Certificate.
incident to a Corporation. 27 Fees on filing Certificate. 13 Meeting may be called, how and 28 Provisions of Part II. as to liawhen.
bility of stockholders, &c., to 14 Fifteen per cent. of stock to be apply to additional capital stock. paid up within two years.
L'ART 1.—GENERAL POWERS. 1. Every Corporation shall, where no other provision is specially made, be capable in its corporate name to sue and be sued to have a common seal and alter the same at pleasure, to hold real and personal estate, to elect necessary