minish its capital stock to any amount which may be deemed sufficient and proper for the purposes of the corporation; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the sum to which the capital is proposed to be diminished, such amount will be satisfied and reduced, so as not to exceed the diminished amount of capital.

Whenever it is desired to increase or diminish the amount of capital stock, a meeting of the stockholders may be called by a notice signed by at least a majority of the trustees, and published for at least four weeks in some newspaper published in the county where the principal place of business of the company is located, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount to which it is proposed to increase or diminish the capital; and a vote of two-thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of the capital stock.

If at any meeting so called, a sufficient number of votes has been given in favor of increasing or diminishing the amount of capital, a certificate of the proceedings, showing a compliance with these provisions, the amount of capital actually paid in, the whole amount of the debts and liabilities of the company, and the amount to which the capital stock is to be increased or diminished, shall be made out, signed, and verified by the affidavit of the chairman and secretary of the meeting, certified by a majority of the trustees, and filed, as required by the second section of this act; and when so filed, the capital stock of the corporation shall be increased or diminished to the amount specified in the certificate.

Upon the dissolution of any corporation formed under this act, the trustees at the time of the dissolution shall be trustees of the creditors and stockholders of the corporation dissolved, and shall have full power and authority to sue for and recover the debts and property of the corporation, by the name of trustees of such corporation, collect and pay the outstanding debts, settle all its affairs, and divide among the

stockholders the money and other property that shall remain after the payment of the debts and necessary expenses.

Any corporation formed under this act may dissolve and disincorporate itself by presenting to the county judge of the county in which the meetings of the trustees are usually held, a petition to that effect, accompanied by a certificate of its proper officers, and setting forth, that at a general or special meeting of the stockholders called for that purpose, it was decided, by a vote of two-thirds of all the stockholders, to disincorporate and dissolve the corporations; notice of the application shall then be given by the clerk, which notice shall set forth the nature of the application, and shall specify the time and place at which it is to be heard, and shall be published in some newspaper of the county once a week for four weeks, or if no newspaper is published in the county, by advertisement posted up for thirty days in three of the most public places of the county. At the time and place appointed, or at any other to which it may be postponed by the judge, he shall proceed to consider the application, and, if satisfied that the corporation has taken the necessary preliminary steps, and obtained the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.

CHAPTER XII.

PARTNERSHIP, SPECIAL OR LIMITED, &C.

THE law of partnership has not been changed or altered by statutory provisions: the common law rules applicable to partnership are in force. There is, however, a law authorizing the formation of limited partnerships. Its provisions I will now consider.

All such partnerships must be of a commercial, mechanical, mining, or manufacturing nature, and formed between two or more persons as the limited partners, and one or more as the general partner.(a) The general partner is liable as in other partnerships; the special or limited partners must contribute cash capital to the common stock, and beyond which they are not liable: but, if either suffer his name to be used in the affairs of the firm, or make contracts for, and on be half of it, except with the general partner, he renders himself liable as general partner. To create a limited partnership, a certificate in writing of partnership must be made and signed by the partners, with the name and place of business of the firm, the place of residence of the members, who are general and who special partners, the amount of cash capital that each special partner put into the common stock, the nature of the business, the commencement and termination of the firm. The certificate is to be acknowled before a person competent to take acknowledgments of deeds, and recorded in the recorder's office of the county where the principal business is done, for public inspection. And, if the business is transacted in other counties, then a certified copy of the record of such certificate is to be recorded in the office of the recorders of such other counties. Upon this

(a) 1 California Statutes, 148.

being done, the partnership is formed, and the business may proceed; but to keep it a limited partnership, the certificate must be published in a newspaper printed in the county where their principal business is done, for three successive weeks; but if no paper is printed in such county, then in a paper printed in the state near to such place of business: upon that being done, and if the special partners do not permit their names to be used in the business, or contract for the firm, no liability beyond their capital put in, can attach to them. If, during the progress of the firm, they withdraw the whole or part of the capital they put in, and the effects of the firm and general partners are not sufficient to pay the debts of it, the special partner is liable to the creditors for that withdrawn, together with interest from the time of such withdrawal. If such a firm become insolvent, their effects must be assigned to creditors generally for fair distribution, in proportion to the amount of their claims. Any other assignment is not good. Upon making the assignment to or for creditors, notice is to be given of it within fourteen days thereafter, in some newspaper printed in the county where the place of business of the partnership is fixed; but if no paper is printed in such county, then in a paper printed in the state nearest thereto.

The dissolution of the firm may be by operation of law, or at the end of the contract, and may be by consent of the members of the firm; to dissolve it in that way, notice thereof is to be recorded in the recorder's office where the certificate was recorded, and published as the certificate. The general partners are to sue, and be sued, unless where a special partner has rendered himself liable. If the partners wish, at the end of the partnership, to renew or continue it, a certificate is to be signed, acknowledged, recorded and published, as in its formation. Thus I have given the provisions of this law. The rights of the partners as to the division of the profits and capital, and manner of conducting the affairs of the firm, will depend upon the contract between them, which may be verbal or written; but to prevent the accidents that verbal contracts are subject to, all such contracts should be reduced to writing, and signed by the parties to them.