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known to me, (or proved to me on the oath of- -] to be the

person whose name is subscribed to the within instrument, and acknowledged to me that he (or they] executed the same.

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FORM OF CERTIFICATE OF ACKNOWLEDGMENT BY MARRIED WOMAN.

SS.

in the year

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STATE OF

COUNTY OF
On this- -day of

before me, [here insert the name and quality of the officer) personally appeared---known to me, (or proved to me on the oath of- -] to be the person whose name is subscribed to the within instrument, described as a married woman; and upon an examination without the hearing of her husband, I made her acquainted with the contents of the instrument; and thereupon she acknowledged to me that she executed the same, and that she does not wish to retract such execution.

FORM OF CERTIFICATE OF ACKNOWLEDGMENT BY A CORPORATION.

SS.

in the year

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STATE OF

COUNTY OF
On this —-day of-

before me, [here insert the name and quality of the officer) personally appearedknown to me, Cor proved to me on the oath of- --] to be the President for the Secretary) of the corporation that executed the written instrument, and acknowledged to me that such corporation executed the same.

FORM OF CERTIFICATE OF ACKNOWLEDGMENT BY ATTORNEY IN FACT.

SS.

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STATE OF

. COUNTY OF On this--day of

in the year

before me [here insert the name and quality of the officer) personally appearedknown to me (or proved to me on the oath of

-] to be the person whose name is subscribed to the within instrument as the attor

and acknowledged to me that he subscribed the name of thereto, as principal, and his own name as attor

ney in fact of

ney in fact.

Officers must authenticate their certificates by affixing thereto

their signatures, followed by the names of their offices; also their seals of office, if by the laws of the State or country where the acknowledgment or proof is taken, or by authority of which they are acting, they are required to have official seals.

The certificate of proof or acknowledgment, if made before a Justice of the Peace, when used in any county other than that in which he resides, must be accompanied by a certificate under the hand and seal of the Clerk of the county in which the Justice resides, setting forth that such Justice, at the time of taking such proof or acknowledgment, was authorized to take the same, and that the Clerk is acquainted with his hand-writing, and believes that the signature to the original certificate is genuine.

CHAPTER XXVII.

PARTNERSHIPS.

Partnership is the association of two or more persons for the purpose of carrying on business together, and dividing its profits between them.

Every partnership that is not formed in accordance with the law concerning mining or special partnerships, and every special partnership, so far only as the general partners are concerned, is a general partnership

Every general partner is agent for the partnership in the transaction of its business, and has authority to do whatever is necessary to carry on such business in the ordinary manner, and for this purpose may bind his copartners by an agreement in writing.

A partner, as such, has not authority to do any of the following acts, unless his copartners have wholly abandoned the business to him, or are incapable of acting :

1. To make an assignment of the partnership property or any portion thereof to a creditor, or to a third person in trust, for the benefit of a creditor or of all creditors.

2. To dispose of the good will of the business.

3. To dispose of the whole of the partnership property at once, unless it consists entirely of merchandise.

4. To do any act which would make it impossible to carry on the ordinary business of the partnership.

5. To confess a judgment.
6. To submit a partnership claim to arbitration.

7. To do any act which is not necessary to carry on such business in the ordinary manner.

Every general partner is liable to third persons for all the obligations of the partnership, jointly with his copartners.

Any one permitting himself to be represented as a partner, general or special, is liable as such to third persons to whom such representation is communicated, and who, on the faith thereof, give credit to the partnership.

The liability of a general partner for the acts of his copartners continues, even after a dissolution of the copartnership, in favor of persons who have bad dealings with and given credit to the partnership during its existence, until they have had personal notice of the dissolution; and in favor of other persons until such dissolution has been advertised in a newspaper published in every county where the partnership, at the time of its dissolution, had a place of business, if a newspaper is there published, to the extent in either case to which such

persons part with value in good faith, and in the belief that such partner is still a member of the firm.

After the dissolution of a partnership, any general partner may act in liquidation of its affairs, unless the liquidation is committed, by consent of all the partners, to one or more of them ; and in such case the others have no right to act therein, but their acts are valid in favor of persons parting with value, in good faith, upon credit thereof.

A partner authorized to act in liquidation may collect, compromise, or release any debts due to the partnership, pay or compromise

any claims against it, and dispose of the partnership property ; and he may indorse, in the name of the firm, promissory notes or other obligations held by the partnership, for the purpose of collecting the same ; but he cannot create any new obligation in its name, or revive a debt against the firm by an acknowledgment, when an action thereon is barred.

Except as hereafter provided, every partnership transacting business in this State under a fictitious name, or a designation not showing the names of the persons interested as partners in such business, must file with the Clerk of the county in which its principal place of business is situated, a certificate stating the names in full of all the members of such partnership and their places of residence, and publish the same once a week for four successive weeks in a newspaper published in the county, if there be one, and if there be none in such county, then in a newspaper published in an adjoining county.

A commercial or banking partnership, established and transacting business in a place without the United States, may, without filing the certificate, or making the publication heretofore mentioned, use in this State the partnership name used by it there, although it be fictitious, or do not show the names of the persons interested as partners in such business.

The certificate filed with the Clerk must be signed by the partners, and acknowledged before some officer authorized to take the acknowledgment of conveyances of real property. Where the partnership is formed after the first of July, eighteen hundred and seventyfour, the certificate must be filed and the publication made within one month after the formation of the partnership, or within one month from the time designated in the agreement of its members for the commencement of the partnership. Where the partnership has been formed prior to the first of July, eighteen hundred and seventyfour, the certificate must be filed and the publication made within six months after the first of July, aforesaid.

On every change in the members of a partnership transacting bu siness in this State under a fictitious name, or a designation which does not show the names of the persons interested as partners in its business, (except in the case of a commercial or banking partnership, established and transacting business in a place without the United States, as well as in this State,) a new certificate must be filed and a new publication made, as is required on the formation of such partnership

Persons doing business as partners, contrary to the aforesaid provisions, shall not maintain any action upon or on account of any contract made or transactions had in their partnership-name, in any Court of this State, until they have first filed the certificate and made the publication required. Copies of the entries of a County Clerk, when certified by him, and affidavits of publication made by the printer, publisher, or chief clerk of a newspaper, are presumptive evidence of the facts therein stated.

Special partnerships are formed by filing a certificate with the County Clerk and Recorder, severally signed, stating:

1. The name under which the partnership is to be conducted. 2. The general nature of the business intended to be transacted.

3. The names of all the partners, and their residences, specifying which are general and which are special partners.

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

5. The periods at which such partnerships shall begin and end.

Affidavits must be made and filed, setting forth the amount actually contributed by the special partners.

The certificate mentioned must be published in a newspaper in the county, once a week for four successive weeks.

The general partners in a special partnership are liable to the same extent as partners in a general partnership. The contribution of a special partner to the capital of the firm, and the increase thereof, is liable for its debts, but he is not otherwise liable therefor.

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