Corporations.-Limited Partnerships.

5. Corporations.

The statute, besides embodying some of the provisions of the common law, declares, that all corporations whose charters shall expire by their own limitation, or shall be annulled by forfeiture or otherwise, shall be continued bodies corporate for the term of three years, for the purpose of prosecuting and defending suits, and to dispose of their property and divide their stock; but not to continue the business of the corporation.

It is also provided that at any time within the said three years, any creditor or stockholder may apply to the Circuit Court of the county in which the corporation has its principal place of business, to appoint receivers or trustees to take charge of the estate and effects of the corporation, and to collect the debts thereof, with power to prosecute and defend all suits that may be necessary for the purpose, and to do all other acts proper for the final settlement of the business of the corporation. The powers of the receivers may be continued beyond the three years, and as long as the court shall think necessary for the purposes aforesaid.

The receivers shall pay the debts of the corporation, and if there be any balance remaining, shall distribute the same among those entitled thereto, as having been stockholders or members of the corporation, or their legal representatives; where no person is entitled to receive the balance of assets, it shall be paid into the state treasury. (a)

6. Limited Partnerships.

Limited partnerships for mercantile, mechanical, or manufac turing business may be formed; but not for banking or insurance. The partnership must consist of one or more persons, to be called general partners, and to be responsible as general partners now are by law; and one or more persons to be called special partners, who shall contribute to the common stock a specific sum, in actual cash payment, and shall not be personally liable for any debts of the partnership, except in the cases hereinafter mentioned.

(a) R. S. of 1843, 586.

Limited Partnerships.

The persons forming the partnership shall make and sign a certificate, which shall contain the name or firm under which such partnership is to be conducted, the names and places of residence of all the general and special partners, distinguishing who are general and who are special partners, the amount of capital which each special partner has contributed to the common stock, the general nature of the business to be transacted, and the time when the partnership is to commence and to terminate. If any false statement is made in the certificate, all the partners shall be liable as general partners. The certificate must be acknowledged before a justice of the peace, and recorded in the county where the principal place of business of the partnership is situated; and if the partnership has several places of business in different counties, a certified copy of the certificate shall be filed in the recorder's office of each county. For six successive weeks a copy of the certificate shall be published in a newspaper printed in the county where the principal place of business is situated; and if no paper be there printed, then in a newspaper printed nearest thereto in this state. If such publication is not made, the partnership shall be deemed general.

On every renewal or continuation of the partnership, all the above provisions must be complied with or the partnership will be deemed general.

The names of the general partners only shall be used, without the addition of the word "company," or any other general term; the general partners only shall transact the business; and any special partner shall be treated as a general partner who permits his name to be used in the partnership business, or makes any contract personally concerning the partnership.

During the continuance of the partnership, no part of the capital stock shall be withdrawn, nor any division of interest or profit be made so as to reduce such capital stock below the sum stated in the certificate; and if at any time during the continuance or at the termination of the partnership, the assets shall not be sufficient to pay the partnership debts, then the special partners shall severally be held responsible for all sums by them in any way received, withdrawn, or divided, with interest thereon from the time when they were so withdrawn respectively.

Limitations of Actions.

Suits must be brought by and against the general partners, except where the special partners are to be treated as general partners, or are severally liable on account of sums received or withdrawn as above mentioned.

No dissolution of the partnership shall be valid unless a notice thereof shall be recorded in the recorder's office in which the certificate was recorded, and also published for six successive weeks in some newspaper printed in the county where the certicates of the formation of such partnership were published; and if no paper be printed in that county, then the dissolution must be published in a newspaper printed nearest thereto.

No assignment by the partnership in case of insolvency shall be valid, which does not provide for an equal distribution of the assets to all the creditors.

Notice of the assignment must be published within fourteen days, and the assent of the creditors shall be presumed unless within sixty days after notice thereof they dissent. (a)

7. Limitations of Actions.

All actions on bonds, bills, notes, or any contract in writing, and on all judgments and decrees of any court of record, may be brought within twenty years after the cause of action shall have accrued.

The following actions must be commenced within six years after the cause of action shall accrue, viz.: actions of debt; actions upon judgments rendered before a justice of the peace, or in any court not being a court of record; actions for arrears of rent; actions of assumpsit and on the case, except slander and libel; actions of waste and trespass on lands; actions of replevin, and all other actions for taking, detaining, or injuring goods or chattels. Of course, where any of the above named actions are founded on a contract in writing, the limitation of six years does not apply.

All actions for assault and battery and for false imprisonment, must be begun within three years.

All actions for slanderous words and for libel must be com

(a) R. S. of 1843, 583-586.

Insolvent Law.

menced within one year after the cause of the action shall have accrued.

In all actions of debt or assumpsit, where there are mutual and open accounts current between the parties, the cause of action shall be deemed to have accrued at the time of the last item proved in such account.

An action may be brought within one year after the usual disabilities are removed, viz. ; infancy, coverture, insanity, imprisonment, and absence from the United States.

Where the defendant is out of the state when the cause of action accrues, the statute is suspended until his return.

Where the party dies and the right of action survives, the action may be brought within eighteen months after the expiration of the time limited by statute, and the death of the party.

In actions of debt or upon the case founded upon any contract, no acknowledgment or promise shall be evidence of a new or continuing contract, whereby to take any case out of the statute, or to deprive any party of the benefit thereof, unless such acknowledgment or promise be made in writing signed by the party chargeable thereby.

Where there are joint contractors the promise of one shall not affect the others, but suit may be instituted against the party making the new promise. (a)

8. Insolvent Law.

Every insolvent debtor, whether civil process has been issued against him or not, may obtain relief by executing an assignment of all his property, real and personal, for the benefit of his creditors, except so much as is by law exempt from execution. Such debtor files a petition in the Circuit Court, setting forth the circumstances of his indebtedness, together with a schedule containing an account of all his creditors, and an exact inventory of all his estate. The petition and schedule is verified by an affidavit as to the truth of the same, and also minutely disclaiming all acts of fraud to the injury of creditors. The court, after due publication of

(a) R. S. of 1843, 685, 686.

Insolvent Law.

the pendency of the petition, proceeds to hear the application of the petitioner, and also the proofs and allegations of all and any of the creditors who may appear and show cause against granting the prayer of the petition. On being satisfied that the petitioner is entitled to his discharge, an order is made that he assign all his property to trustees named by the court; and on compliance therewith, he receives his discharge. The effect thereof is simply to release his person from arrest or imprisonment in any suit previously instituted, or for any debt previously contracted. It does not exempt any property, owned or acquired by the insolvent after his discharge, from the payment of all just debts and demands whenever contracted.

The assignment vests in the trustees all the interest of the insolvent in his estate, of which they become the legal owners for the benefit of creditors.

The assignment of his real estate must be by deed duly executed and recorded.

The trustees have full powers to sue, in their own names or otherwise, and recover all the estate and things in action of the insolvent; to sell, at public auction, from time to time as may be expedient, all the estate, real and personal, vested in them, and to convey, transfer, and deliver the same; to redeem mortgages, and sell property subject thereto; to settle, compound, and compromise accounts; to adjust controversies respecting the estate, by arbitration or otherwise; to submit cases to the court; and in general to exercise the rights of owners over the insolvent's property, for the benefit of creditors.

The trustees, immediately on their appointment, shall give notice thereof in a newspaper printed in the county. They also give notice, within twelve months from their appointment, to all the creditors to present their claims; which notice is to be published for four months in a newspaper in the county, and set up in three of the most public places thereof, specifying a time and place, when and where the creditors must present their accounts for adjustment. If a creditor fails to exhibit his claim, he is not entitled to any share in the distribution. After the trustees have converted the estate into money and paid necessary expenses, they distribute the proceeds among the creditors, pro rata,