[*677] SECTION Chapter 84. LIMITED PARTNERSHIPS. SECTION Limited partnerships may be formed. 13. Special provisions in case of death. General partners-special partners. I. 2. 3. 4. 5. Certificate acknowledged. 6. Record of certificate. Certificate of partnership. Who continue business heirs, etc. 14. rights of 19. 8. Filing for record necessary Publication of terms of partnership. statements. 9. 10. Proot of publication. II. Renewal of limited partnership. 12. Notice of dissolution. 20. Powers of special partner. Accounting. Penalty for fraud. Preferences forbidden. 21. 22. 23. When special partner not to claim as creditor. AN ACT to revise the law in relation to limited partnerships. [Approved March 18, 1874. In force July 1, 1874.] 1. How formed. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That hereafter it shall be lawful to form limited partnerships within this State, according to the provisions of this act. [L. 1847, p. 60, § 1. 2. General partners-special partners. § 2. Limited partnerships 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 contrib ute a specific amount of capital, in cash, or other property at cash value, to the common stock, who shall be special partners, and who shall not be liable for the debts of the partnership beyond the amount of the fund so contributed by them, respectively, to the capital stock, except as hereinafter provided. [L. 1847, p. 60, $2: Schwabacker v. Riddle, 84 Ill. 517; Nat. Bank of Jacksonville v. Mapes, 85 Ill. 67; Flagg v. Stowe, 85 Ill. 164. 3. General partners only to act. § 3. The general partners, only, shall be authorized to transact business, to sign for the partnership, and to bind the same. [L. 1847, p. 60, $3. 4. Certificate. $4. The persons desirous of forming such partnership shall make and severally sign a certificate, which shall contain: I. The name or firm under which the partnership is to be conducted. 2. The general nature of the business to be transacted. 3. The names of the general and special partners therein, distinguishing which are general and which are special partners, and their respective places of residence. 4. The amount of capital stock which each special partner shall have contributed to the common stock. 5. The period at which the partnership is to commence, and the period when it will terminate. 6. They may also, if they shall elect, provide in the certificate the terms upon which the partnership may be dissolved, and may provide that the same shall not be dissolved by the death of any of the partners. [L. 1847, p. 60, § 4; L. 1867, p. 136, § 3; Pfirman v. Henkel, 1 Brad. 149. 5. Certificate acknowledged. § 5. Such certificate shall be acknowledged by the several persons signing the same, before some officer authorized by law to take the acknowledgment of deeds; [*678] and such acknowledgment shall be made and certified in the manner provided by law for the acknowledgment of deeds for the conveyance of land. [L. 1847, p. 60, § 5. 6. Record of certificate. §6. The certificate, so acknowledged and certified, shall be filed in the office of the clerk of the county in which the principal place of business shall be situated, and shall be recorded at large by the clerk, in a book to be kept by him; and such book shall be subject, at all reasonable hours, to the inspection of all persons who may choose to inspect the same. If the partnership shall have places of business situated in different counties, a transcript of such certificate, and ot the acknowledgment thereof, duly certified by the clerk in whose office it shall have been filed, under his official seal, shall be filed and recorded in like manner, in the office of the clerk of every such county; and the books containing such records shall be subject to inspection, in the manner above directed. [L. 1847, p. 60, § 6; Pfirman v. Henkel, 1 Brad. 149. 7. Affidavit. 7. At the time of filing the original certificate, as before directed, an affidavit of one or more of the general partners shall also be filed in the same office, stating that the amount in money, or other property at cash value, specified in the certificate to have been contributed by each of the special partners to the common stock, has been, actually and in good faith, contributed and applied to the same. [L. 1847, p. 61, §7; Pfirman v. Henkel, 1 Brad. 150 8. Filing for record necessary - false statement. § 8.. No such partnership shall be deemed to have been formed until such certificate, acknowledgment and affidavit shall have been filed, as above directed; and if any false statement shall 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 [L. 1847, p. 61, § 8; Pfirman v. Henkel, 1 Brad. 151. 9. Publication. 9. The partners shall publish the terms of partnership, when recorded, for at least six weeks, unless the partnership be sooner dissolved, immediately after recording the same, in some newspaper, such newspaper to be one printed and of general circulation in the county in which the business is to be carried on, or if no such newspaper is published in such county then in the county nearest thereto in which a newspaper shall be published; and if publication be not made, as herein provided, the partnership shall be deemed general. [L. 1847, p. 61, 9. 10. Proof of publication. § 10. Affidavits of publication of such notices by the printer or publisher of the newspaper in which the same has been published may be filed with the clerk directing the same, and shall be evidence of the fact therein contained. [See "Notices," ch. 100, 1; L. 1847, p. 61, § 10. 11. Renewal of limited partnership. 11. Upon the renewal or continuance of a limited partnership beyond the time for which it was first created, a certificate shall be made, acknowledged, recorded and published in like manner as is provided in this act for the formation of limited partnerships; and the affidavit of one or more of the general partners, as above provided, shall also be filed with the proper county clerk, as aforesaid. And every such partnership which shall not be renewed or continued in conformity with the provisions of this section, shall be deemed a general partnership. L. 1847, p. 61, § II. 12. Notice of dissolution. § 12. No dissolution of a limited partnership shall take place, except by operation of law, before the time specified in the certificate before mentioned, unless a notice of such dissolution shall be recorded in the registry in which such certificate was recorded, and in every other registry where a copy of such certificate was recorded, and unless such notice shall also be published six weeks, successively, in some newspaper printed in the county where the certificate of the formation of such partnership was recorded; and if no newspaper shall, at the time of such dissolution, be printed in such county, then the said notice of such dissolution shall be published in some newspaper printed in an adjoining county. [L. 1847, p. 62, § 16. 13. Special provisions in case of death. 13. The articles [*679] of co-partnership may provide what, in case of the decease of any of the general partners, shall be the relative rights of the heirs and legal representatives of the general partners, respectively, upon what contingency the death of any of the general partners shall operate as a dissolution of the partnership, and how and in what manner the business of such partnership shall be carried on in case of the decease of any of the general partners, and such agreement shall be binding upon all the parties to such partnerships, their heirs and legal representatives. [L. 1867, p. 136, § 3. 14. Who continue business-rights of heirs, etc. 14. When it is provided in the articles of co-partnership and said certificate that the death of a general or special partner shall not work a dissolution of the firm, the surviving general partner shall continue the business for the time provided for in the certificate, and in the manner provided in the articles of co-partnership: Provided, that the heirs and legal representatives of a deceased general partner, unless otherwise provided in the articles of co-partnership, or otherwise agreed upon between them and the surviving partners, shall stand in the same relation to the partnership as a special partner, subject to no greater liabilities and entitled to the same relative rights. [L. 1867, p. 136, § 4. 15. Fraud, etc. § 15. Nothing in this act contained shall be so construed as to prevent the dissolution of any limited partnership at any time, on account of the fraud or misbehavior of any partner, nor to pre vent the compelling of an account of the partnership business, or the protecting of the rights of any parties interested in any court of compe. tent jurisdiction. [L. 1867, p. 136, § 4. 16. Firm name. § 16. The business of the partnership shall be conducted under a firm, in which the names of the general partners only shall be inserted, and if the name of any special partner shall be used in such firm with his privity, he shall be deemed a general partner. [L. 1847, p. 61, § 12. 17. Suits - parties. § 17. All suits 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 act that the special partnership may be deemed a general partnership, in which cases all the partners deemed general partners may join or be joined in such suit; and excepting, also, those cases where special partners shall be held severally responsible, on account of any sum by them received or withdrawn from the common stock, as herein provided. [L. 1847, p. 62. $15. 18. Capital stock - interest. § 18. No part of the sum which any special partner has contributed to the capital stock shall be withdrawn or paid to him in the shape of loans, 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 or profits actually accrued, if the payment of such interest or profits does not reduce the original amount of his capital. If it appear that, by the payment of any such interest or profits to any special partner, the original capital has been reduced, the partner receiving the same is bound to restore the amount necessary to make good his share of the capital stock without interest. [L. 1847, p. 61, § 13. 19. Powers of special partner. § 19. A special partner may, from time to time, examine into the state and progress of the partnership concerns, may advise as to their management, and act as attorney in fact, but shall not transact any other business nor be employed for that purpose as agent or otherwise, without the express assent of all the general partners, and if he interfere contrary to the provisions of this section he shall be deemed a general partner. 20. Accounting. 20. The general partners in every such partnership shall be liable to account to the special partners, and to each other, for the management of the concern, both in law and equity, as other partners. [L. 1847, p. 62, § 17. 21. Penalty for fraud. 21. 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, and shall also be liable to an indictment for a misdemeanor and punished by fine or imprisonment, or both, in the discretion of the court. [*680] 22. Preferences. § 22. It shall not be lawful for any such partnership, nor any member thereof, in contemplation of bankruptcy or insolvency, and with the intention and for the purpose of paying or securing any one or more of their creditors in preference to any other of their creditors, to make any sale, conveyance, gift, transfer or assignment of their property or effects, or to confess any judgment, or to create any lien whatsoever upon their property or effects; and every such conveyance, gift, transfer or assignment involving such judgment or other lien, shall be and the same is hereby declared to be utterly void. [L. 1847, p. 61, 14. 23. When special partner not to claim as creditor. 23. In case of bankruptcy or insolvency of partnership, no special partner shall be considered or allowed to claim as a creditor under any circumstances, except for money loaned by him to such partnership, until the claims of all the other creditors of the partnership shall be satisfied. [L. 1847, p. 62, § 18; Dyer v. Sutherland, 75 Ill. 584; Pohlman v. Taylor, 75 Ill. 630. AN ACT to revise the law in relation to the commitment and detention of lunatics. [Approved March 21, 1874. In force July 1, 1874.] 1. Petition. SEC. 1. Be it enacted by the People of the State of Illinois, represented in the General Assembly, That when any person is supposed to be insane or distracted, any near relative, or in case there be none, any respectable person residing in the county, may petition the judge of the county court for proceedings to inquire into such alleged insanity or distraction. For the hearing of such application and proceedings thereon the county court shall be considered as always open. [L. 1853, p. 42, § 6; McCarty v. Kearnan, 86 Ill. 291; Titcomb v. Vantyle, 84 Ill. 371. 2. Writ-service. § 2. Upon the filing of such petition the judge shall order the clerk of the court to issue a writ, directed to the sheriff or any constable, or the person having the custody or charge of the alleged insane or distracted person, unless he shall be brought before the court without such writ, requiring the alleged insane person to be brought before him at a time and place to be appointed for the hearing of the matter. It shall be the duty of the officer or person to whom the writ is directed to execute and return the same, and bring the alleged |