C.L. 1865, chap. 77. as cash, assessed at just prices by the common consent of $6; Feb. 2, 1860. Tr. the co-partners. Credits, not money, how treated. Id. § 7.. Partners accountability of all. Id. § 8. Individual means to be used separately. Id. § 9. Dissolution to be advertised. Id. § 10. Chancery jurisdic tion. § 2653. When any partner shall take into the business, to complete his amount of capital, any credits that are not effective money, they shall not be placed to his credit in the company until the amount be collected; and if the collection thereof shall be delayed, or shall not be made before the dissolution of the company, they shall remain on the account of the owner, who shall replace with money whatever amount shall be wanting to complete the capital offered, or pay the interest thereon for the time that the company was in want of this capital. § 2654. All the partners should account for the capital placed in the company, and for the profits thereof in any business that each one of them shall transact with other persons in the name of the company. § 2655. Any individual of the company having means other than those brought into the common stock, who shall desire to invest them in his own particular business, shall use the same in his own proper name and private signature, in order not to confound them with the joint business. § 2656. When the company shall be dissolved, they shall give notice of the same to all those with whom they shall have had commercial correspondence, by advertisement in any public newspaper that may be published in this territory, in order to prevent any fraud that might be committed by any interested party, by continuing the relations as if the company had not dissolved. § 2657. In all settlements of partnership affairs, and of the business of partnerships and co-partnership business, the court in chancery shall have concurrent jurisdiction with any L. 1878, chap. 5, § 1: other remedy now provided by law. Feb. 15. Petition for appointment of audi tors. C. L. 1865, chap. 37. § 1; Jan. 30, 1856. Tr. Auditors: duties and powers. ACCOUNT RENDER. $2657a. When any partner of a joint partnership business shall refuse or neglect, at the request of any other partner, to come to a settlement with him or them, of the affairs of said joint partnership business, it shall be lawful for any member of said firm to present a petition to the district judge, in vacation or term time, stating under oath, the name and nature of the firm, and that one or more of said partners refuses or neglects to come to a settlement concerning such partnership business, asking said district judge to appoint three competent auditors to adjust the accounts between the said partners. Waldo vs. Beckwith vol. 1, page 182, N. M. Rep. § 2657b. The said judge shall, upon presentation of said petition aforesaid, appoint three suitable persons to adjust the accounts between said partners. They shall appoint the time and place of meeting, of which they shall give due notice to the parties interested, and shall have power to compel the presence of witnesses and the production of books and papers, by subpoena, in the same manner as courts of record. At the time of meeting, the auditors shall proceed to examine C. L. 1865, chap. 37, the partnership accounts, and, if they shall deem the same to be necessary, may take the testimony of the parties in inter- $ 2: Jan, 30, 1856. Tr. est, under oath, touching the said accounts; and the said auditors shall report all their proceedings to the next term of the district court. § 2657c. If either party is dissatisfied with the report of said auditors, he shall file exceptions to the same and appeal to the district court within five days after the report shall have been filed; otherwise the said report shall be confirmed by said court, and shall be final and conclusive in the matter. $2657d. The auditors shall receive two dollars per day each for each day's attendance, and witnesses shall be entitled to the same fees as when in attendance before the district court. All costs shall follow the determination of the proceedings as in other cases. Exceptions: ap peals. Id. § 3. Compensation and fees. Id. § 4. Limited partnerships: how formed. § 2658. That limited partnerships for the transaction of any mercantile, mechanical, manufacturing or other business, except banking or insurance, may be formed by two or more persons, upon the terms, with the rights and powers, and Feb. 12. subject to the liabilities and conditions herein prescribed. C. 36. L. 89. § 1; To consist of: responsibility; limit of § 2659. Such partnerships may consist of one or more persons, who shall be called the general partners, and who liability. 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. § 2660. The general partners only shall be authorized to transact business and sign for the partnership and to bind the same. § 2661. The persons desirous of forming such partnership shall make and severally sign a certificate which shall contain: Id. § 2. General partners: authority of. Id. § 3. Persons forming, to make certificate. C. 36. L. 89. § 4: Feb. 12. Certificate to be acknowledged. Id. § 5. Certificate to be filled and recorded. First. The name of firm under which the partnership is to be conducted. Second. The general nature of the business intended 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 shall have contributed to the common stock. Fifth. The period at which the partnership is to commence and the period at which it is to terminate. $ 2662. The certificate shall be acknowledged by the sev eral persons signing the same, before any officer authorized to take acknowledgment for record, and such acknowledgment shall be made and certified in the same manner as the acknowledgment of conveyances of land. $ 2663. The certificate so acknowledged and certified shall be filed in the ex-officio recorder's office of the county in which the principal place of business of the partnership shall be 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 shall have places of business, situated in different counties, the certificate and acknowledgment thereof shall be filed and recorded in like manner in the ex-officio Affidavit filed: recorder's office of every such county: Provided, That at the time of filing the original certificate, with the evidence of acknowledgment thereof, as aforesaid, an affidavit of one or more of the general partners, shall also be filed in said recorder's office, stating that the sums specified in the certifi cate to have been contributed by each of the special partners to the common stock, have been actually and in good faith paid in cash, and a like affidavit shall be filed in any other county where said partnership shall have a place of business, as aforesaid. when. Id. § 6. When partnership deemed to § 2664. No such partnership shall be deemed to have been been formed: false formed, until a certificate shall have been made, acknowl have statement; liability. Id. § 7. Renewal of partnership: procedure. Id. § 8. Alterations in names deemed a dissolution. edged, filed and recorded, nor until an affidavit shall have been filed, as above directed; and if any false statement be made in such certificate or affidavit, all the persons interested in such partnership shall be liable for all the engagements thereof as general partners. § 2665. Every renewal or continuance 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, as provided in section two thousand six hundred and sixty-four, and every such partnership which shall be otherwise renewed or continued. shall be deemed a general partnership. § 2666. Every alteration which shall be made in the names of the partners, in the nature of business, or in the capital or shares thereof, or in any other matter specified in the original certificate, shall be deemed a dissolution of such limited partnership; and every such partnership which shall in any way be carried on after such alteration shall have been made, shall be deemed a general partnership: Provided, That any special partner may sell and transfer his share, or any part thereof, in good faith to any person, with the consent in writing of all the members of such partnership, which consent shall be filed in the office of said partnership, and entered in a book of said partnership to be kept for that purpose; but no such transfer shall be of any effect or validity until an indorsement shall be made of such transfer made and entered on the margin of the page or pages in the book in said ex-officio recorder's office where the same is recorded. § 2667. The business of the partnership shall be conducted under a firm name in which the names of the general partners only shall be inserted, except that if there is but one general partner in any such partnership, then the words, & Co., may be added to the name of such general partner, but if the name of any special partner be used in such firm with his privity, he shall be deemed a general partner. § 2668. Suits in relation to the business of the partnership may be brought and conducted by and against the general partners in the same manner as if there were no special partners. C. 36. L. 89. § 9; Feb. 12. Firm name: to consist of. Id. § 10. Suits against; how brought. Id. § 11. Capital not to be withdrawn; interest § 2669. No part of the sum which any special partner shall have contributed to the capital stock shall be withdrawn by on, when. him, or paid or transferred to him in the character of dividends, profits or otherwise, at any time during the continuance of the partnership: but any partner may annually receive lawful interest on the sum so contributed by him, if the payment of such interest shall not reduce the original amount of such capital; and if, after the payment of such interest, any profit shall remain to be divided he may also receive his portion of such profits: Provided, That if it shall appear that by the payment of interest or profits to any special partner, the original capital has been reduced, the partner receiving the same shall be bound to restore the amount necessary to make good his share of the capital with interest. § 2670. A special partner may from time to time examine into the state and progress of the partnership concerns, and may advise as to their management. Id. § 12. Special partner may examine. Id. $ 13. To account to each other; fraud: § 2671. The general partners shall be liable to account to each other, and to the special partners, for the management liability for. of the concern, both in law and equity, as other partners are by law; and every partner who shall be guilty of any fraud in the affairs of the partnership shall be liable civilly to the party injured, to the extent of his damage. 2672. Every sale, assignment or transfer of any property or effects of the partnership made by such partnership when insolvent or in contemplation of 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 any such partnership under the like circumstances, and with like intent, shall be void as against the creditors of such partnership. $2673. Every special partner who shall violate any of the provisions of the last preceding section of this act, and who Id. § 14. When transfer of property void. Id. § 15. Violation of provisions; liability. Feb. 12. C. 36. L. 89, § 16; shall concur in or assent to any such violation of the partnership by any individual partner, shall be liable as a general partner. Partner can claim as creditor: when. Id. § 17. When dissolution can take place. Id. § 18. Married women may become special partner. Id. § 19. § 2674. In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as creditor, until the claims of all other creditors of the partnership shall be satisfied. § 2675. No dissolution of such partnerships by the acts 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 shall have been filed and recorded in said ex-officio recorder's office in the manner provided in section two thousand six hundred and sixty-six, and until the same shall have been published once in each week for four successive weeks in some newspaper published in each county where the partnership shall be doing or have a place of business and a certificate filed as aforesaid, and if there be no such newspaper in the county, then in a newspaper in the nearest county where there is one. § 2676. Any married woman may become a special partner under this act, either with her husband or with any other person for the purpose of this act, she shall be competent to contract with her husband or any other person, the same as though she was a femme sole and in all such suits or proceedings arising or accruing out of any such partnership, she shall be a witness for or against her husband the same as though she was a femme sole, Obstruction of streets illegal. § 2677. It shall be illegal for any person to impede or ob-, struct the free travel of the streets or alleys of any city or town of this territory; and any person or persons who shall obstruct, impede or embarrass the free transit of any street or alley within any town or city of this territory, either by the construction of cow or sheep pens, or by excavations or any other embarrassment or obstruction, of whatsoever na |