ART. 33. ] LIMITED PARTNERSHIPS.

287

sum as capital to the common stock, who shall be called special
partners, and who shall not be liable for the debts of the partner-

Special
partners.

ship beyond the fund so contributed by him or them to the capital;
but the number of special partners shall, in no partnership, ex-
ceed six.

Special part-
ners limited in
number.

3. Persons desirous of forming such partnership, shall make and
severally sign a certificate, which shall contain the name or firm
under which such partnership is to be conducted, the general nature
of the business intended to be transacted, the names of all the gen-
eral and special partners interested therein, distinguishing which
are general and which are special partners, and their respective
places of residence, the amount of capital which each special part-
ner shall have contributed to the common stock, the period at which
the partnership is to commence, and the period at which it is to
terminate.

Id s 3
1836, c 97, s 3
Persons forming
such partner-
ship to sign
certificate

What certificate
to contain.

4. The certificate shall be acknowledged by the several persons
signing the same, before a justice of the peace, or a judge of any
court; and such acknowledgments shall be made and certified in the
same manner as the acknowledgment of conveyances of land; and

Id s 4
18. 46, c 97, s 4.
Acknowledg-
ment of certif-
icate, etc.

when so acknowledged and certified, shall be filed 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 (or if it be in the city
of Baltimore, in the office of the clerk of the Superior Court of Bal-
timore City), and shall be recorded by him at large in a book kept
for that purpose, open to public inspection; and if the partnership

Where to be
filed

shall have places of business situated in different counties, or in a
county and the city of Baltimore, a transcript of the certificate and
of the acknowledgment thereof, duly certified by the clerk in whose
office it shall be filed, under his official seal, shall be filed and re-
corded in like manner in the office of the clerk of every such county
or city.

When places of
business in dif-
ferent counties

5. At the time of filing the original certificate, 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 to have been
contributed by each of the special partners to the common stock,
have been actually and in good faith paid in cash

Id a S
1836, c 97, s 5
Affidavit to be
filed with origi-
nal certificate

What affidavit
to state

6. No such partnership shall be deemed to have been formed
until a certificate shall have been made, acknowledged, filed, and
recorded; nor until an affidavit shall have been filed, as above

Id s 6
1836, c 97, s 6
When partner-
ship deemed
formed.

directed. And if any false statement shall be made in such cer-
tificate or affidavit, all the persons interested in such partnership
shall be liable for all the engagements thereof, as general partners.

Liability, if
false statement
made.

7. The partners shall publish the terms of the partnership when
registered, for at least six weeks immediately after such register,
in two newspapers, to be designated by the clerk of the court in
which such registry shall be made, and in one newspaper in each
county in which the said partnership shall have a place of business;

Id s 7
1636, c 97, s 7
Publication of
terms of part-
nership