Two or more persons may form a limited partnership which shall consist of one or more persons of full age, called general partners, and also of one or more persons of full age who contribute in actual cash payments, a special sum as capital, to the common stock—or fund—called special partners, for the transaction within this state of any lawful business, except banking and insurance by making, severally signing and acknowledging and causing to be filed and recorded in the clerk’s office in the county where the principal place of business of such partnership is located, a certificate in which is stated:
1. The name or firm under which such partnership is to be conducted and the county wherein the principal place of business is to be located.
2. The general nature of the business intended to be transacted.
3. The names, and whether of full age, of all general and special partners therein, distinguishing which are general and which are special partners, and their places of residence.
4. The amount of capital which each special partner has contributed to the common stock—or fund.
5. The time at which the partnership is to begin and end.
Affidavit of the payment of capital must be made and a notice of the formation of the partnership published in a paper of general circulation. The limited partnership is thus hedged about with safeguards for creditors, bankers, and other interested parties, particularly by the rule that a limited partnership cannot exist unless there are one or more general partners with full liability.
The Joint-Stock Company.—The joint-stock company is a partnership or association in which ownership, voice in the management, and profit-sharing ratio are evidenced by transferable shares of stock. Control and management are exercised through a board of directors chosen by the stockholders. If the company becomes bankrupt and the firm assets are insufficient to satisfy creditors, the members are personally liable to the full extent of their private property in the same way as in a general partnership.
The mining partnership is a form of joint-stock company which operates in mining communities. Usually the mining property itself is beyond the scope of such a partnership, only the development of this property by means of a lease being contemplated. Unlike the ordinary partnership, the members of a mining partnership may assign their shares of ownership. Upon their death or bankruptcy, their interests pass to others who take their place in the partnership without the consent of the remaining partners. Thus, the confidential relationship based on the right of selection of its members, characteristic of the ordinary partnership, is largely lacking in the mining partnership.
Partners Classified.—Finally, brief mention may be made of the following terms applied to partners to indicate varying degrees of activity within the ordinary partnership: