LIMITED PARTNERSHIPS. This species was intro duced into this country from the law• of France. It has never gained a foothold in England, al though strenuous efforts were made to develop it there after it had proved successful with us. Such efforts have ceased since the organization of joint-stock companies has become popular under modern British statutes. New York was the first of our States to provide by legislation for limited partnership. Connecticut followed this example closely, and now nearly every State has a statute upon the subject. The distinctive characteristic of a limited partnership is the conjunction of at least one general partner, who is liable for all the debts of the firm as every member of an ordinary partnership is, with one or ni3re special partners, whose liability is limited to their contribution to the capital of the firm. In a few States limited partnership as sociations are authorized. These differ from the regular limited partnership in that their capi tal alone is responsible for their debts; none of the partners is subject to any personal liability. Both of these institutions, it will be observed, are creatures of statute. Accordingly, if the statutory provisions are not complied with, all the members of the association are liable as gen eral partners. It is impossible to describe with
fullness, in this connection, the statutory re quirements for the formation of a limited part nership, for they are different in the various States. The chief requirements, however, are these: A certificate must be signed. acknowl edged. registered, and published by the partners-, stating the name under which the partnership is to lie conducted; the general nature of the business to be done; the names and residences of the various members with a designation of the general and of the special partners respectively; the amount of capital contributed by the special partners; and the times at which the partnership is to begin and to end. An affidavit must also be made and filed in the proper office. stating that the sums specified in the certificate to have been contributed by the special partners have been actually and in good faith paid in cash. In some States the capital of the special part ners may be contributed in property other than cash.