(a) A writing in accordance with the provisions of paragraph (1), or (2) or

(b) A certified copy of the order of court in accordance with the provisions of paragraph (4).

(6) After the certificate is duly amended in accordance with this section, the amended certificate shall thereafter be for all purposes the certificate provided for by this act.

SEC. 26. [Parties to Actions.] A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership.

SEC. 27. [Name of Act.] This act may be cited as The Uniform Limited Partnership Act.

SEC. 28. [Rules of Construction.]

(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act.

(2) This act shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.

(3) This act shall not be so construed as to impair the obligations of any contract existing when the act goes into effect, nor to affect any action on proceedings begun or right accrued before this act takes effect.

SEC. 29. [Rules for Cases not Provided for in this Act.] In any case not provided for in this act the rules of law and equity, including the law merchant, shall govern.

UNIFORM FRAUDULENT CONVEYANCE ACT

The following provisions apply particularly to Partnerships.

SEC. 2. (2) In determining whether a partnership is insolvent, there shall be added to the partnership property the present fair salable value of the separate assets of each general partner in excess of the amount probably sufficient to meet the claims of his separate creditors, and also the amount of any unpaid subscription to the partnership of each limited partner, provided the present fair salable value of the assets of such limited partner is probably sufficient to pay his debts, including such unpaid subscription.

SEO. 8. Every conveyance of partnership property, and every partnership obligation incurred, when the partnership is, or will be thereby rendered insolvent, is fraudulent as to partnership creditors, if the conveyance is made or obligation is incurred

(a) To a partner, whether with or without a promise by him to pay partnership debts, or

(b) To a person not a partner without fair consideration to the partnership as distinguished from consideration to the individual partners.

BANKRUPTCY ACT OF 1898

SEC. 5. PARTNERS.-(a) A partnership, during the continuation of the partnership business, or after its dissolution and before the final settlement thereof, may be adjudged a bankrupt.

(b) The creditors of the partnership shall appoint the trustee; in other respects so far as possible the estate shall be administered as herein provided for other estates.

(c) The court of bankruptcy which has jurisdiction of one of the partners may have jurisdiction of all the partners and of the administration of the partnership and individual property.

(d) The trustee shall keep separate accounts of the partnership property and of the property belonging to the individual partners.

(e) The expenses shall be paid from the partnership property and the individual property in such proportions as the court shall determine.

(f) The net proceeds of the partnership property shall be appropriated to the payment of the partnership debts, and the net proceeds of the individual estate of each partner to the payment of his individual debts. Should any surplus remain of the property of any partner after paying his individual debts, such surplus shall be added to the partnership assets and be applied to the payment of the partnership debts. Should any surplus of the partnership property remain after paying the partnership debts, such surplus shall be added to the assets of the individual partners in the proportion of their respective interests in the partnership.

(9) The court may permit the proof of the claim of the partnership estate against the individual estates, and vice versa, and may marshal the assets of the partnership estate and individual estates so as to prevent preferences and secure the equitable distribution of the property of the several estates.

(h) In the event of one or more but not all of the members of a partnership being adjudged bankrupt, the partnership property shall not be administered in bankruptcy, unless by consent of the partner or partners not adjudged bankrupt; but such partner or partners not adjudged bankrupt shall settle the partnership business as expeditiously as its nature will permit, and account for the interest of the partner or partners adjudged bankrupt.

APPENDIX B

PARTNERSHIP FORMS

The following simple form may prove suggestive. It is divided into distinct clauses, to a greater extent than might otherwise be thought advisable, in order to give prominence to each. A great variety of special clauses, not here included, are in use in special cases.

ARTICLES OF PARTNERSHIP.

This agreement, made this first day of January, 1920, between Adam Smith, Edwin Arnold and Robert Burns, all of the city of Chicago, county of Cook, and state of Illinois, witnesseth:

1. The said parties hereby agree that they will become and be partners in business for the purpose and upon the terms hereinafter stated.

2. The firm name of the partnership shall be Adam Smith & Company. 3. The business to be carried on by said partnership is that of buying and selling dry goods at wholesale and retail, and carrying on a general dry goods business.

4. The place at which the said partnership is to be carried on is the said city of Chicago.

5. The term for which the said partnership is organized is ten years from and after February 1, 1920.

6. The capital of said firm is to be the sum of $150,000, of which each of the said partners is to contribute one-third part in cash, on or before February 15, 1920, and they are to share in the profits and losses of said business in the same proportion.

7. Each of said partners is to give his undivided time and attention to the said business, and is to use his utmost endeavors to promote the interests of the said firm.

8. Books of account of the transactions of said partnership shall be kept at the place of business, and shall be at all times open to inspection by any partner. Each partner shall cause to be entered upon said books a just and true account of all his dealings, receipts and expenditures for or on account of said firm.

9. In the month of January in each year, a full and complete inventory of stock shall be taken, and a complete statement of the condition of said partnership shall be made, and an accounting between the said partners