A Bill for
An Act, Entitled “An Act allowing Limited and Special partnerships.”

Section 1^st Be it enacted by the People of the State of Illinois represented in the General Assembly: That Limited partnerships for the transaction of any mercantile mechanical or manufacturing business within this State may be formed by two or more persons upon the terms, with the rights and powers, and subject to the conditions and liabilities herein prescribed; but the provisions of this title ^act^ shall not be construed to authorise to authorise any such partnership for the purpose of Banking, or making Insurance

S[Section] 2^nd Such 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 if 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.

S 3. The general partners only, shall be authorised to transact business and sign for the partnership and bind the same.

S 4. The Persons desirous of forming such partnership shall make and severally sign a certificate which shall contain
1.^st The name or firm under which such partnership is to be conducted:
2.^d The general nature of the business intended to be transacted:
3. The full 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:
4. The amount of capital Stock which each special partner shall have contributed to the common stock:

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5. The period at which the partnership is to commence and the period at which it will terminate.

S 5. The certificate shall be acknowledged before a Judge of the Supreme Court a circuit Judge or a Judge of either of the municipal Courts within this State; and such acknowledgement shall be made and certified in the same manner as the acknowledgement of conveyances of Land.

S 6. The certificate so acknowledged and certified shall be filed in the office of the Clerk of the County or Register of the City in which the business of the partnership shall be situated and shall be Recorded by the recorder and Register in a Book to be respectively kept by them for that purpose open to public Inspection. If the partnership shall have places of business situated in different Counties, a transcript of the certificate and of the acknowledgement thereof duly certified by the Clerk or Register in whose office it shall be filed under his official seal shall be filed & recorded in like manner in the office of the clerk and Register of every such county.

S 7. At the time of filing the original certificate with the Evidence of acknowledgement thereof as above directed an affidavit of one or more of the general partners shall also be filed in the same office stating that the sums specified in the certificate to have been contributed by each of the special partners to the common stock have been actually and in good faith paid in cash.

S 8. No such partnership shall be deemed to have been formed untill a certificate shall have been made

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acknowledged filed and recorded, nor until an affidavit shall have been filed as above directed; and if any false statement or affidavit be made, all the persons interested in such partnership shall be liable for all the engagements thereof as general partners.

S 9 The partners shall publish the terms of the partnership when recorded or registered for at least six weeks immediately after such recording or registry in two newspapers to be designated by the Clerk or Register of the County in which such registry shall be made, and shall also be published in the State paper at the seat of Government of this State; and if such publication be not made the partnership shall be deemed general.

S 10 Affidavits of the publication of such notice by the printers of the newspapers in which the same shall be published shall be filed with the Clerk or Register directing the same and shall be evidence of the facts therein contained.

S 11. 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, and notice be given in the manner hereinbefore required for its original formation; and every such partnership which shall be otherwise renewed or continued shall be deemed a general partnership.

S 12. Every alteration which shall be made in the names of the partners, in the nature of the business, or in the capital or shares thereof, or in any other matter specified in the original certificate shall be deemed a dissolution of the partnership;

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and every such partnership, which shall in any manner be carried on after any such alteration shall have been made, shall be deemed a general partnership unless renewed as a special partnership, according to the provisions of the last section.

S 13. The business of the partnership shall be conducted under a firm in which the names of the general partners only shall be inserted without the addition of the word “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

S 14. Suits in relation to the business of the Partnership shall be brought and conducted by and against the general partners in the same manner as if there were no special partners.

S 15. No part of the sum which any special partner shall have contributed to the Capital Stock shall be withdrawn by him or paid or transferred to him in the shape 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 profits shall remain to be divided, he may also receive his portion of such profits

S 16. 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 Capital with Interest.

S 17. 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; but he shall not transact any business on account of the partnership nor be Employed for that purpose as agent attorney or otherwise. If he shall interfere contrary to these provisions he shall be deemed [a?] general partner.

S 18. The general partners shall be liable to account to each other and to the special partners for their management of the concern both in Law and in Equity as other partners now are by Law.

S 19. 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 punishable by fine or imprisonment or both in the discretion of the ^court^ by which he shall be tried.

S 20. Every sale, assignment or transfer of any of the property or effects of such partnership made by such partnership when insolvent or in contemplation of Insolvency, or after or in contemplation of the insolvency of any partner with the intent of giving a preference to any creditor or creditors of such partner^ship^, or insolvent partner over other creditors of such partnership; and every judgment confessed, lien created, or security given by such partnership under the like circumstances or with the like intent, shall be void as against the creditors of such partnership.

S 21. Every such sale assignment or transfer of any of the property or effects of a general or special partner made by such general or special partner, when insolvent or in contemplation of insolvency or after or in contemplation of the insolvency of the partnership with the intent of giving to any creditor, or creditors of his own or of the partnership a preference over the Creditors of the partnership; and every judgment confessed, lien created, or security given by any such partner or partners under the like circumstances and with the like intent shall be void as against the creditors of the partnership.

S 22. Every special partner who shall violate any provisions of the two last preceeding sections, or who shall concur in, or assent to any such violation by the partnership or by any individual partner, shall be liable as a general partner.

S 23. In case of the insolvency or bankruptcy of the partnership no special partner shall under any circumstances be allowed to claim as a creditor, untill the claims of all the other creditors of the partnership shall first have been satisfied.

S 24. No dissolution of such partnership 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, untill a notice of such dissolution shall have been filed [and?] recorded in the Clerks or Registers Office in which the original certificate was [recorded?], and published once in each week for four weeks in a Newspaper printed in each of the Counties where the partnership may have places of business and in the state paper.3