Notice.

Form of application.

punishment or for a pardon, he shall cause to be posted, for the period of ten days, at the court-house door and in two or more other places in the county where the offence for which the fine, forfeiture, punishment, penalty or sentence sought to be remitted, commuted or pardoned, shall have been committed, or to be published for such period in a newspaper in said county, a notice that he will make application, one copy of which shall, except when published in a paper, be posted in the neighborhood or settlement where the same was committed. Such notice shall state the nature of the charge or offence of which he was convicted, and the time or term of the court when convicted. (b)

SEC. 4. All applications for such remission, commutation or pardon shall be in writing and accompanied with a copy of the indictment or information upon which the conviction was made, and with a statement of the facts testified to at the trial, and with such other papers as the applicant may desire, and with a copy of the notice provided for in the third section of this chapter, and proof by affidavit that such notice was posted or Proof of pub- published for the period aforesaid, stating the period during which, and the points at which it was so posted or published. (b)

lication of notice.

Copy of in

dictment and information.

SEC. 5. It shall be the duty of the clerk or Justice of the Peace to furnish said copy of indictment or information to any applicant for the same, free of charge and without delay. (b)

SECTION 1. (1.) Limited copartnership, for the transaction of purposes of. any commercial, mercantile, mechanical, manufacturing or agricultural business whatever, may be formed by two or more persons upon the terms, and with the rights and powers, and subject to the conditions and liabilities herein prescribed; but the provisions of this chapter shall not be construed to authorize the persons engaged in such partnership to use it Banking, &c. for the purpose of banking, insurance, railroad or canal enterprises. (2.) Such partnership may consist of two or more Number of persons. The partnership assets shall be responsible for the persons. partnership debts, and each partner shall be responsible for a Liability. further sum equal to his original investment in the partnership business. (3) The copartners shall be authorized to trans- Power of act the business of the concern and sign for the partnership to partners. bind the same and its assets, except in cases where the articles of copartnership provide that any one or more members of the firm only, who shall be designated by name in the articles of copartnership, be authorized to sign the name of the firm, as hereinafter provided. (a) (1)

SEC. 2. (1.) Persons desiring to form such partnership shall Articles of comake and severally sign articles of copartnership, which shall partnership. contain-first, the name of the firm under which such partnership is to be conducted; second, the general nature of the business intended to be transacted; third, the name of each partner inserted therein and their respective places of residence; fourth, the amount of capital which each partner shall have contributed to the common stock, and the nature of the capital, whether in cash, merchandise or business experience and skill; fifth, the period at which the copartnership is to commence and the period at which it is to terminate. (2) The word "limited" shall be attached to the signature of the firm fimited. Signature, in all their business transactions. (3.) The partners may provide in their articles of copartnership that any one or more Power to sign members of the firm, or his or their legal representatives, hav- per and debt ing power of attorney according to law, shall be the only per- contracts. son or persons authorized to sign the name of the firm on their commercial papers, notes, checks or drafts, or any other busi

(a) Sec. 1, Chap. 3309, Act of March 8, 1881.

(1) 1 Fla., 242; 2 Fla., 32; 3 Fla., 72; 5 Fla., 478; 6 Fla., 142, 750; 9 Fla., 22; 10 Fla., 10; 11 Fla., 192; 12 Fla., 315; 13 Fla., 117, 230; 14 Fla., 565; 16 Fla., 76, 99, 339, 158.

commercial pa

Penalty of par&c., contrary

ties signing,

to articles.

Execution and

ness transactions pertaining to contracting debts for the copartnership. (4.) In the event of such articles of copartnership authorizing but one or more of the partners, designated by name, to sign the name of the firm, as above specified, and if any one of the remaining partners at any time should, without the knowledge or consent of the firm, contract any debts for the firm, such person or persons shall be deemed guilty of a felony, and shall be upon conviction punished by imprisonment in the State Prison for not more than five years, or in the county jail not exceeding one year, or by fine not exceeding five thousand dollars. (b)

SEC. 3. The articles of copartnership before mentioned shall proof of articles be executed in the presence of two subscribing witnesses, and the same shall be proved in the same manner as conveyances of land are now required by law to be proved. (b)

Filing and rec

SEC. 4. The articles of copartnership so proved shall be filed ord of articles in the office of the Clerk of the Circuit Court of the county in clerk's office. in which the principal place of business of the partners 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, a transcript of the articles of copartnership and of the probate thereof, duly certified by the clerk in whose office the same has been filed, under his official seal, shall be filed and recorded in like manner in the office of the Clerk of the Circuit Court in every such county. (b)

Affidavit of

&c., contrib

uted.

SEC. 5. At the time of the filing of the original articles of amount of cash, copartnership, with the evidence of the execution thereof, as before directed, an affidavit of one or more of the partners shall also be filed in the same office, stating the exact amount in cash or its equivalent, specified in the articles of copartnership, has been contributed by each of the partners. (b)

Appraising stock property.

Certificate.

Record, &c.

When partner

be formed.

SEC. 6. When property constitutes a part of the stock it shall be appraised by three fit and discreet persons, duly appointed and sworn by a Justice of the Peace or Notary Public. The appraisement thus made shall be accompanied by a certificate of the appraisers under seal, which certificate shall be filed and recorded in the office of the Clerk of the Circuit Court, with the original or renewed articles of copartnership. (b)

SEC. 7. No partnership shall be deemed to have been formed ship deemed to until such articles of copartnership as herein mentioned shall have been made, proved, filed and recorded, nor until an affidavit shall have been filed as above directed in the several cases; and if any false statement be made in such articles of copartin articles, &c. nership or affidavit, all the persons interested in such partnership shall be liable for all the engagements thereof as general partners, and the person or persons so making a false affidavit shall be liable to the pains and penalties of perjury. (b)

False statement

Penalty.

(7) Secs. 2, 3, 4, 5, 6 and 7, Chap. 3309, Act of March 8, 1881.

nership.

SEC. 8. The partners shall publish the terms of partnership Publication of when registered for at least six weeks immediately after such terms of part registry in one newspaper in the county in which the principal place of business is situated, and if no newspaper be published in such county the publication shall be made in the nearest newspaper, and if such publication be not made the partnership shall be deemed general. (b)

SEC. 9. The business of the partnership shall be conducted style of firm. under a firm, in which the names of the general partners only shall be inserted, without the additional term " company," or any other general term; and if the name of any special partner shall be used in such firm with his privity, he shall be deemed a general partner.

name of general partner.

SEC. 10. Suits in relation to the general partnership may be Suits to be in brought and conducted by and against the general partner or partners in the same manner as if there were no special partand it shall be optional with the parties to include in such suit any special partner or partners, who may have become general partners, by not having complied with the provisions of this chapter. (c)

withdrawn.

SEC. 11. No part of the sum which any special partner shall No part of the have contributed to the common stock shall be withdrawn by him capital to be or paid, or transferred to him by the way 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 capital, and if, after the payment of such interest, any profits shall remain to be divided he may also receive his portion of such profits. (c)

dividends to

SEC. 12. If it shall appear that, by the payment of interest Capital being or dividends to any special partner, the original capital has reduced by been reduced, the partner receiving the sum shall be bound to be replaced. restore the amount necessary to make good his share of the original stock, or he shall be considered a general partner from the period when it became so reduced. (c)

SEC. 13. A special partner may at any time examine into the Privilege of spestate of the partnership concerns, and may advise as to their cial partner. management, but he shall not transact any business on account of the partnership, unless employed as an agent under a power of attorney; if, contrary to these provisions, he shall interfere

in the management, he shall be deemed a general partner. (c) SEC. 14. Any partner, general or special, shall be liable to Liability to account to any or all the other partner or partners, either for account, the management of the business or for indebtedness thereto, by suits at law or in equity, as other partners now are.

(c)

SEC. 15. Every partner who shall be guilty of any fraud in Partner guilty the affairs or business of the partnership, shall be liable civilly of fraud. to the party injured to the extent of his damage, and shall also

(b) Sec. 8, Chap. 3309, Act of March 8, 1881.

(c) Secs. 13, 14, 15, 16, 17 and 18, Act of Feb. 2, 1838.

Assignments, when void.

Penalty for violation by spe

cial partner.

Insolvency.

Dissolution, how effected.

Not dissolved by death in certain cases.

Limitation of law.

be liable to indictment for a misdemeanor, punishable by fize and imprisonment, or either, at the discretion of the Circu: Court by which he shall be tried. (d)

SEC. 16. Every sale, assignment or transfer of any property e effects of such partnership, or of any general partner, and every judgment confessed, lien created or security of any kind ret dered or given by such partnership, or any of the general par ners, when such partnership or general partner is insolvent, in contemplation of the insolvency of either of said geners. partners, or the partnership, with the intent to give any cred tor of such, of general partner or of the partnership, a prefer ence over other creditors, shall be void as against the creditors of the partnership. (d)

SEC. 17. Every special partner, who shall violate the provis ions of the last preceding section, or who shall concur in, e assent to, any such violation by the partnership, or by any r dividual partner, shall be liable as a general partner. (d)

SEC. 18. In case of the insolvency or bankruptcy of the part nership, no special partner shall, under any circumstances, b allowed to claim as a creditor, until the claims of all the othe creditors of the partnership shall be satisfied. (d)

SEC. 19. No dissolution of such partnership, by the acts the parties, shall take place previous to the time specified, either in the original or renewed partnership, until a notice of such intended dissolution shall have been filed and recorded in the clerk's office, in which such original or renewed articles o copartnership were recorded, and until it shall have been pu lished at least once a week for four weeks in a newspaper, printed in each of the counties where the business of the partnership is or has been transacted; but if no newspaper printed in such counties, the notice shall be published for four weeks in any newspaper nearest thereto, which notice shall be signed by all the parties or their representatives. (d)

he

SEC. 20. A partnership organized under or by virtue of this chapter, for a limited term, shall not be dissolved by the dest of one or more of the special partners, before the expiration o the term specified for the continuance of said partnership, ner by the death of one of the general partners, if there be more than one, unless the articles of copartnership, by which suc partnership is created or renewed, shall otherwise provide (d)

SEC. 21. This law shall only apply to limited partnerships. and not to general partnerships now in existence, or which may hereafter be formed.* (d)

(d) Secs. 19, 20, 21, 22, 23, 24 and 25, Act of Feb. 2, 1838.

[The Reviser is of the opinion that Sections 9 to 21, inclusive, of this chapter are? pealed by the repealing clause of Chapter 3309, Act of March 8, 1881.]