A Bill for an Act to authorise limited Partnerships
Sec[Section] 1 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 terms, with the rights and powers, and
subject to the Conditions and liabilities herein prescribed
Sec 2 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 of one or more persons who shall contribute a special amount, 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[s?] so contributed by [him?] or them to the capital.
Sec 3 The general partners only, shall be authorised to transact business, and sign
for the partnership, and to bind the same.
Sec 4 The persons desirous of forming such partnerships, shall make and severally sign
a certificate, which shall contain the name, or firm under which said partnership
is to be conducted, the general nature of [its?] business to be transacted, 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
<Page 2>
residence, the amount of capital which each special partner shall have contributed
to the common stock, the period at which the partnership is to commence, and the period
at which it will terminate.
Sec 5 The Certificate shall be acknowledged, by the several persons signing the same,
before any person legally authorised to take acknowledgement of Deeds, to be recorded in this State, and such acknowledgement shall be made and certified in the same manner as the acknowledgement of Conveyances of land.
Sec 6 The certificates so acknowledged and certified shall be fieled in the office of the Clerk of the Circuit Court 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; a
transcript of the certificate and of the acknowledgement thereof, duly certified by the Clerk in Whose office it shall be filed under his
Official Seal, shall be filed and recorded in like manner in the office of the Clerk
of every such County
Sec 7 At the time of filing the original certificate with the evidence of acknowledgement thereof as before directed, an affidavit of one or more of the general partners shall
also be filed in the same office stating that the sums
<Page 3>
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.
Sec 8 No such partnership shall be deemed to have been formed, until a certificate shall
have been ^made,^ acknowledged, filed, and recorded, nor until 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.
Sec 9. The partners shall publish the terms of the partnership when registered, for at
least six Weeks immediately after such registry, in a Newspaper published in the County
of the principal place of business of said partnership and if no newspaper be published
in the said Countys then in the paper published at the seat of Government in which the laws of the State are published, and if such publication be not made the partnership shall be deemed
general.
Sec 10 Affidavits of the publication of such notice by the printers of the newspapers
in which the same shall be published, may be filed with the Clerk aforesaid and shall
be evidence of the facts therein contained
Sec 11 Every renewal or continuance of such partnership beyond the time originally fixed
for its duration, shall be certified, acknowledged and recorded,
<Page 4>
and an affidavit of a general partner be made and filed, and notice be given in the
manner herein required for its original formation, and every such partnership which
shall be otherwise renewed, or continued, shall be deemed a general partnership
Sec 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, 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
Sec 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 [priority?], he shall be deemed a general partner
Sec 14. 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.
Sec 15 No part of the sum which any special partners shall have contributed to the capital
stock, shall be withdrawn by him or paid or transfered
<Page 5>
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 proportion of such profits.
Sec 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.
Sec 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 managemen[t] but he shall not transact any business on account of the partnership, nor be employed
for that purpose only, as agent, or attorney, If he in shall interfere Contrary to these provisions, he shall be deemed a general partner.
Sec 18 The general partners shall be liable to accoun[t] to each other, and to the special partners, for the management of the concern, both
in law and equity, as other partners now are by law
Sec 19 Every partner who shall be guilty of any fraud [?] the affairs of the partnership shall be liable
<Page 6>
[?] ^civil^ly to the party injured, to the extent of his damages, and shall also be liable to
an indictment for a misdemeanor, punishable by fine or imprisionment, or both, in the discretion of the Court by which he shall be tried.
Sec 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 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 such partnership, under the like circumstances and with the like intent,
shall be void, as against the creditors of such partnership.
Sec 21 Every such sale, assignment, or transfer of any of the property or effects of
a general of 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 of his
own, or of the partnership, a preference over Creditors of the partnership, and every
judgment confessed, lien created, or security given by any such partner, under the
like circumstances and with the like intent, shall be void as against the creditors of the partnership
<Page 7>
Sec 22 Every special partner, who shall violate any provision 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 shall be liable as a general partner
Sec 23 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
Sec 24 No dissolution of such partnership by the acts of the parties shall take place
previous to the time specefied 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 the clerks 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, or in the event of there being no newspaper printed in the
said Counties, then in the newspaper printed at the seat of Government of the state,
in which the laws are published
Sec 25 This act to take effect from and after it passage
<Page 8>
[ docketing
]
A Bill For an Act to Authorise limited Partnerships
[ docketing
]
[?]
[ docketing
]
Refused [...?]
Handwritten Document, 8 page(s), Folder 9, HB 9, GA Session 11-1, Illinois State Archives [Springfield, IL]