Limited Partnerships, and Liability of Corporate Institutions.

public inspection; and if the partnership shall have places of business in different counties, a copy of the certificate certified by the register of deeds in whose office it shall be recorded must be filed and recorded in like manner in the office of the register of deeds in every such county; and if any false statement is made in such certificate, all interested in the partnership will be liable as general partners.

The partnership will be deemed general unless a copy of the certificate above-mentioned is published for six weeks next after said registry, in a newspaper printed in the county where their principal place of business is situated, or if no paper is printed there, in a newspaper printed in Boston.

Renewal of partnerships.-On every renewal of a limited partnership, a certificate thereof must be made, acknowledged, recorded, and published, as in the original formation of such partnership; otherwise it will be deemed a general partnership.

Partnership style; liability of special partners in case of deficit of assets. The names of the general partners only are to be inserted in the firm, without the addition of the word company, or any other general term; and the business is to be transacted by the general partners only; and any special partner permitting his name to be used in the firm, or personally making any contract respecting partnership concerns with any person except the general partners, will be deemed a general partner.

While the partnership continues, no portion of the capital stock is to be withdrawn, nor any division of interest or profits to be made, so as to reduce such capital stock below the sum stated in the certificates above mentioned; and if during the existence, or at the termination of the partnership, the assets of such partnership do not suffice to pay its debts, the special partners will severally be held responsible for all sums received, withdrawn, or divided by them, with interest thereon from the time when they were withdrawn.

Assignments when valid.-In case of insolvency, no general assignment will be valid, unless it provide for a pro ratâ distribution of the partnership property among all the creditors, excepting claims of the United States government, arising from bonds for duties, which are to be paid or secured first.

Limited Partnerships and Liability of Corporate Institutions.

Assent of creditors to assignment, when to be presumed.— The assent of creditors to such assignment will be presumed, unless they dissent, expressly or impliedly, within sixty days after notice thereof; and notice of such assignment must be given within fourteen days after it is made, in some newspaper printed in the county where the place of business of the party making it is situated, or if there be no such newspaper, then in some newspaper printed in Boston. Partners doing business in Duke's county or Nantucket, must give such notice in some newspaper printed in Boston, within sixty days after the date of the assignment, if there is no newspaper printed in the counties, respectively, where their places of business are situated.

Suits to be by and against general partners, except in certain cases. Suits respecting the partnership business must be brought by and against the general partners only, except where special partners are to be deemed general partners, in which case all who are deemed general partners may join or be joined in the suit, and excepting also the case above mentioned, where special partners are held severally responsible on account of sums withdrawn from the common stock.

Dissolution, how effected.-No dissolution of such partnership can take place, except by operation of law, before the time specified in the certificate, unless notice thereof is recorded in each registry where the original certificate or certificate of renewal before mentioned was recorded, and unless such notice is published six successive weeks in some newspaper printed in the county where the original certificates were published, if there be any such newspaper otherwise in one printed in Boston.

Liability of partners in cases not specially provided for.In all cases not herein provided for, limited partners are subject to all the liabilities and entitled to all the rights of general partners.

Equity jurisdiction of Supreme Judicial Court.-The Supreme Judicial Court may hear and determine in equity all questions arising under these provisions.

Corporations to continue three years after charter expires, to close their concerns.-Corporations whose charters expire by their own limitation, or are annulled in any way, continue bodies

Insolvent Laws.

corporate three years after such dissolution, for the purpose of prosecuting and defending suits, and closing their concerns. (a)

When corporations expire, receivers to be appointed. On the expiration or annulling of the charter of any corporation, the Supreme Court may, on petition of any creditor, stockholder, or member, appoint receivers to take possession of the property and settle the affairs of the corporation: their powers to continue so long as the court shall think necessary. And said court has equity jurisdiction of all questions arising in the proceeding of such receivers.

Franchise may be attached and sold on execution: liability of the corporation in such case: right of redemption.—The franchise of any corporation authorized to receive toll, and all the rights and privileges thereof, are liable to attachment on mesne process, and may be sold on execution: the powers, duties, and liabilities of such corporation continuing the same after such sale as before. And such franchise may be redeemed by paying, or tendering the purchaser the sum paid, with twelve per cent. interest thereon, without any allowance for the toll which he may have received.

Warrants of distress against corporations for damages.-A warrant of distress may issue against such corporation for damages, duly assessed, with interest thereon and reasonable costs, for any injury to property by the doings of such corporation, provided said damages remain unpaid thirty days after such

assessment.

Remedy in equity against officers and members.--Money due from officers or members of a corporation for any debts thereof, or for any acts of the officers or members thereof, respecting the business thereof, may be recovered by a bill in equity to the Supreme Judicial Court.

7. Insolvent Laws.

Commissioner in insolvency, and his courts.-There is one commissioner in insolvency in each county, holding courts at the shire town thereof on the first Tuesday of each month, and at such other times and places as he may appoint. (b)

(a) R. S. 44.

(b) Insolvent Law of 1848, §§ 1 and 4.

Insolvent Laws.

Debtor's petition, and warrant thereon.-On the petition of any debtor owing not less than two hundred dollars, which he is unable to pay, to the commissioner for the county where he resides or has his usual place of business, such commissioner will issue a warrant to a messenger (who must be a sheriff or deputy sheriff of said county) (a), ordering him to take possession of all the estate of said debtor, both real and personal, and keep the same till the appointment of an assignee or assignees. (b)

Duties of messenger: first meeting.-Said messenger thereon takes possession of all of said estate, gives public and personal notice of the insolvency, and calls a meeting of creditors, to prove their debts and choose one or more assignees. In case no choice is made by creditors, the commissioner appoints. At this meeting the debtor must produce a full schedule of his creditors and assets. (c)

Duties of the assignee.-The assignee must accept in writing his appointment within four days after it is made (d); give bonds with sufficient sureties, if required by a majority of the creditors who have proved their claims, or by the commissioner (e); call such meetings of creditors as he shall be ordered by the commissioner: collect all the debtor's estate by suit or otherwise: convert the same into money, of which, with his expenses and charges, he must keep an accurate account, to be produced at the third meeting of the creditors (ƒ): and pay out such dividends as may be ordered by the commissioner. The assignee may be removed by the vote of a majority of creditors, and a new one appointed. He may also be removed by the commissioner when it shall appear, on the complaint of some person interested in the estate, that he has been guilty of some fraudulent act in reference to said estate. (g) And he may be committed to the common jail, if he disobey any lawful order of the commissioner. (h)

(a) Laws of 1844, c. 178, § 10.

(b) Laws of 1838, c. 163, §1. Laws of 1841, c. 124, § 1.

(c) Laws of 1838, c. 163, §§2, 6. By the Laws of 1848, c. 304, §8, this schedule must be presented by the debtor to the messenger within three days after the date of the warrant, and the messenger must return the same at the first meeting.

(d) Laws of 1838, c, 163, §2.
(e) Laws of 1844, c. 178, §11.
(f) Laws of 1838, c. 163, §§ 11,

(g) Laws of 1838, c. 163, § 11.
(h) Laws of 1838, c. 163, § 23.

Insolvent Law of 1848, § 12. 12.

Insolvent Law of 1848, § 12.

Insolvent Laws.

Second meeting.-The assignee will call a second meeting of creditors by order of the commissioner, within three months from the date of the warrant to the messenger, at which meeting debts may be proved, the debtor may amend his schedules, and must make and subscribe an oath, to be filed in the case, that said schedules are correct, that his property has been fully and fairly delivered up for the benefit of his creditors, and that if any thing thereafter comes into his hands which ought to go to said creditors, it shall be delivered to the assignee for that purpose. (a)

Third and subsequent meetings.-The assignee will call a third meeting of creditors, by order of the commissioner, within six months after his appointment, at which meeting debts may be proved, the assignee will render a full account of all receipts and payments touching the estate of the debtor, and the commissioner will thereupon order a dividend of the estate, or of such part thereof as he shall think fit. Should any funds remain in the hands of the assignee, a second dividend will be made within eighteen months after his appointment, which will be final, unless some suit is pending, or some part of the estate outstanding. Debts proved after any dividend will not be permitted to disturb it. And if after the payment of all the debts proved against the estate, any surplus remains, it will be paid to the debtor. (b)

Privileged debts.-Debts due to the United States and the commonwealth debts due to operatives in the service of the insolvent, for labor performed within sixty-five days before the insolvency, to an amount not exceeding twenty-five dollars; and costs incurred as provided in the following section, are preferred debts. (c)

Effect of the assignment on attachments.-The assignment dissolves all attachments of property belonging to the insolvent, made after the Insolvent Laws went into operation and before the time of the first publication of issuing the warrant, on mesne process issuing from any court of this state (d), even though judgment is recovered before the assignment takes effect, if the execution is not levied till after the first publication of notice (e);