CHAPTER XV. OF STOCK. Recorder of brands to record His duties. When pedigree may be recorded, and how. AN ACT providing for Recording the Pedigree of Stock. SECTION. 1. Be it enacted by the Governor and Legislative Assembly of the Territory of Utah: That the Territorial recorder of marks and brands is hereby made the Territorial recorder of the pedigree of stock. It shall be his duty to keep suitable records, properly indexed for reference, for recording the pedigree of each of the following kinds of animals, in separate books: one book for horses, one for horned stock, and one for sheep. It shall be his duty to number each kind separately and record in the order in which they are filed, the pedigrees of all animals presented for record, as prescribed in this act, and shall endorse thereon the date and page of record, and shall furnish, when required, certified copies of the pedigree of any animal found of record in his office. He is hereby authorized to administer the oaths provided for in this act, and it shall be his duty to keep a seal which he shall attach to all official documents given under his hand as such officer. Said records shall be open to the inspection of interested persons at any time during business hours. SEC. 2. A pedigree, to be entitled to record, must set forth the name and description of the animal, its pedigree, so far as known, and the name and residence of the owner. Where there is a doubt as to the ancestors of an animal, the owner must state it by prefixing the statement relating to that part of the pedigree with the words: "said to be," or "believed to be." Each pedigree must be subscribed and sworn to as being correct by the person owning the animal described, which oath may be administered by the said recorder or any officer authorized to administer oaths. SEC. 3. The recorder may charge for recording a Fees of recorder. pedigree of not exceeding one hundred words, one dollar; for each additional one hundred words or fraction thereof, fifty cents, and in the same proportion for certified copies of pedigree. Penalty for false statements. SEC. 4. Any person who shall knowingly subscribe to, or present either for record, or to any purchaser of stock a written or printed pedigree, containing statements either wholly or in part false, is guilty of a misdemeanor. SEC. 5. The records and papers pertaining to said Record to be office shall be provided from the funds of the Territory and Territorial prop shall be Territorial property. Approved March 5, 1884. erty. CHAPTER XVI. OF PARTNERSHIP. AN ACT authorizing Limited Partnership. Limited partner SECTION. 1. Be it enacted by the Governor and Legislative Assembly of the Territory of Utah: That limited partnerships for the transaction of any mining, mercantile, ships may be mechanical or manufacturing business within this Territory, formed. 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 act same. shall not be construed to authorize any such partnership for the purpose of banking or effecting insurance. Conditions of general and SEC. 2. Such partnerships may consist of one or more persons who shall be called general partners, and shall be May consist of jointly and severally responsible as general partners now special partners. are by law, and of one or more persons who shall contribute in actual cash payments, or in real or personal property, 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 co-partnership beyond the fund so contributed by him or them to the capital stock. SEC. 3. The general partners only shall be author- Who may transized to transact business and sign for the co-partnership and act business. to bind the same. SEC. 4. The persons desiring to engage in the formation of such partnerships, shall make and severally sign a certificate, which shall contain: 1. The name of the firm under which such partnership is to be conducted. 2. The general nature of the business intended to be transacted. Certificate to be must contain. signed; what it acknowledged. 3. 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 residence. 4. The amount of capital in money or in real and personal property which each special partner shall have contributed to the common stock. 5. The period at which the partnership is to commence and the period at which it shall ter minate. SEC. 5. The certificate shall be acknowledged by the several persons signing the same before a notary public or Certificate: how other officer authorized by law to take acknowledgment or proof of the execution of conveyances of land, and such acknowledgment and proof shall be made and certified in the same manner as the acknowledgment or proof of conveyances of land may be made or certified. Certificate must be recorded. filed with cartificate. SEC. 6. The certificate so acknowledged and certified shall be filed in the office of the county recorder of the county in which the principal place of business of the partnership shall be situated, and shall be recorded by such county recorder in a book kept for that purpose, and in case any such partnership shall have a place of business in more than one county in the Territory, then a copy of such certificate, so acknowledged and certified by the county recorder of the county where the original was filed, shall in like manner be filed and recorded in each county in which such partnership shall have a place of business, in the office of the county recorder of said county. SEC. 7. At the time of filing the original certificate Affidavit must be with the evidence of the acknowledgment 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 specified in the certificate, or value thereof in real and personal property, have been contributed by each of the special partners to the common stock, and actually and in good faith paid into the general fund. formed until certificate is recorded and affidavit filed, SEC. 8. No such partnership shall be deemed to have Partnership not been formed until a certificate shall have been made, acknowledged, filed and recorded, nor until an affidavit has been filed as before 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. Terms of part SEC. 9. The partners shall immediately publish the terms of the partnership, when recorded as above provided, published; when for at least four consecutive weeks in a newspaper to be designated by the county recorder of the county in which nership must be and how. the record shall be made, and if no newspaper is published in the county, then the same shall be published in a newspaper published within the judicial district in which their business shall be conducted, and if such publication be not made the partnership shall be deemed general. SEC. 10. Affidavits of the publication of such notice by the printer, publisher, or foreman of the newspaper in which the same shall be published, shall be filed with the county recorder directing the same 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, Renewal of. shall be certified, acknowledged and recorded, 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. lution of SEC. 12. Every alteration which shall be made in the names of the partners, in the nature of the business, Alteration and or in the capital or shares thereof, or in any other matter changes; dissospecified 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 special partnership according to the provisions of this act. 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, and if the name of any special partner shall be so used in such firm, he shall be deemed and held liable as a general partner. SEC. 14. Actions 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. How conducted. Actions. contributed. SEC. 15. No part of the sum which any special partner shall have contributed to the capital stock shall be Capital stock withdrawn by him from the firm, or paid or transferred to him in the shape of dividends, profits, or otherwise, at any time during the continuance of such partnership, but any partner may annually receive such rate of interest on the sum so contributed by him, as may be agreed upon in the articles of co-partnership not exceeding twelve per centum per annum, if the payment of such interest shall not reduce the original amount of such capital, and after the payment not to transact business of such interest, if any profits shall remain to be divided, he may also receive his portion of such profits. SEC. 16. If it shall appear 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 the capital with interest. SEC. 17. A special partner may from time to time Special partners examine into the condition and progress of the partnership concerns, and may advise as to their management, but shall not engage in or transact any ordinary business of the partnership. If he shall interfere contrary to this provision, he shall be deemed in law a general partner, and accountable as such. General and SEC. 18. The general partners shall be liable to acspecial partners count to each other, and to the special partners, for their management of the business, as other partners are now liable by law. to a count. Liability of special partners. Special partners not to claim as creditors. Dissolution of, when. SEC. 19. Every special partner who shall violate any provision of Section 17, or who shall concur in or assist to any such violation by the partnership, or by any individual partner, shall be liable as a general partner. SEC. 20. In case of the insolvency or bankruptcy of the partnership, no special partner shall, under any circumstances, be allowed to claim as a creditor, until the claims of all the creditors of the partnership shall be satisfied. SEC. 21. No dissolution, unless by the consent of creditors 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, until a notice of such dissolution shall have been filed and recorded in the office of the recorder of the county in which the original certificate was recorded, and published once in each week, for four consecutive weeks in a newspaper printed in each of the counties, or if none are printed in the county, then in the judicial district where the partnership may have places of business. SEC. 22. This act shall take effect on the first day of August, 1884. Approved March 12, 1884. |