Partnership Limited Liability Act


Published: 1861-05-11

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Partnership Limited Liability Act
PARTNERSHIP LIMITED LIABILITY [CH.311 – 1



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[Original Service 2001] STATUTE LAW OF THE BAHAMAS

PARTNERSHIP LIMITED LIABILITY
CHAPTER 311

PARTNERSHIP LIMITED LIABILITY

ARRANGEMENT OF SECTIONS

SECTION

1. Short title.
2. Partnerships may be formed.
3. General and special partners.
4. Form of memorandum of co-partnership.
5. Declaration of general partners.
6. Declaration to be recorded and filed.
7. No partnership to be deemed formed until declaration and other papers filed.
8. Publication of terms of partnership.
9. Evidence of publication.
10. Name of general partners only to be inserted in memorandum.
11. Recorded name of partnership to be used.
12. Name of partnership not to be identical with any other, or so nearly resembling as to

deceive.
13. Memorandum, declaration and certificate in renewal or continuance of partnership.
14. No alteration to be made in number of partners during period mentioned in memorandum.
15. No capital stock to be withdrawn during continuance of partnership.
16. Suits, except in certain cases, to be prosecuted by and against general partners.
17. No dissolution, except by operation of law, to take place before the time specified unless with

notice given.
18. Provision for winding up partnership.
19. When partnership shall be deemed unable to pay its debts.
20. Application for winding up shall be by petition.
21. Court may dismiss petition with or without costs.
22. Court may make order for winding up partnership if payment not made or security given.
23. Power of court on hearing petition.
24. After date of order or decree suits to be stayed, etc.
25. After order assets to be collected.
26. Conveyance, mortgage, etc., by undue or fraudulent preference.
27. Proceedings of court on winding up.
28. Court may examine witnesses.
29. Penalty on partner mutilating or altering books or papers.
30. Books of partnership to be prima facie evidence.
31. Moneys received by court to be paid into bank.
32. Court may appoint receiver of estate.

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STATUTE LAW OF THE BAHAMAS [Original Service 2001]

33. Power of court to stay proceedings.
34. When creditors satisfied, court to distribute surplus.
35. Order as to priority of payment.
36. Registrar General to be official liquidator.
37. Official liquidator to be described as such, and not by name.
38. Powers of official liquidator.
39. May appoint a counsel and attorney.
40. Payment of official liquidator.
41. When the affairs of partnership wound up, court to dissolve the same.
42. Order so made to be reported to Registrar-General.
43. Proviso as to alien laws.
44. Interpretation.

SCHEDULE — Form of Memorandum of Co-partnership.

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CHAPTER 311

PARTNERSHIP LIMITED LIABILITY
An Act to authorise the formation of partnerships

with limited liability.
[Commencement 11th May, 1861]

1. This Act may be cited as the Partnership Limited
Liability Act.

2. Partnerships, with limited liability, for the
transaction of any mercantile, mechanical or manufacturing
business within The Bahamas, except banking or
insurance, may be formed by two or more persons, upon
the terms, with the rights and powers, hereinafter provided.

3. In any such partnership one or more of the
members thereof shall be called the general partners, and
shall be jointly and severally responsible, as partners now
are by law; and the other members thereof shall be called
the special partners, who shall each contribute a specific
amount of capital, in cash, or other property, at cash value,
to the common stock; and such special partners shall not be
liable for the debts of the partnership beyond the amount of
the fund so contributed by them respectively to the capital;
except as hereinafter provided.

4. The persons desirous of forming such
partnerships shall make, and severally sign, a memorandum
of co-partnership, which shall be in the form in the Schedule
to this Act, or as near thereto as circumstances will permit;
and shall acknowledge the same before a notary public, who
shall verify the same under his hand and seal of office which
memorandum of co-partnership shall contain the following
things, that is to say —

(a) the name of the firm under which the partnership
business is to be conducted, and where the same
is to be carried on;

(b) the general nature of the business to be
transacted;

13 of 1861
5 of 1987

Short title.

Partnerships may
be formed.

General and
special partners.

Form of
memorandum of
co-partnership.
Schedule.

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STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(c) the names of all the general and special partners
interested therein, distinguishing which are
general partners, and which are special partners,
and their respective places of residence;

(d) the amount of capital stock, in cash, or other
property, which each special partner shall have
contributed to common stock;

(e) the period at which the partnership is to
commence, and the period when it will terminate.

5. After such memorandum of co-partnership shall
have been so made, acknowledged and certified as here-
inbefore provided, the general partners named therein shall
also make and sign a solemn declaration before such notary
to the effect that such portions of the capital stock as have
been contributed in cash by the special partners have been
deposited in a bank at Nassau in the name of the firm, and
shall produce to such notary, to be annexed to such
declaration, a certificate to that effect from the manager of
the said bank and shall also declare that the amount in
money, or other property, at cash value, specified in such
memorandum has been actually and in good faith
contributed for the purpose of being applied as set forth in
the memorandum.

6. Every memorandum so acknowledged and
verified, and every declaration so made and signed as
aforesaid, shall, with the certificate as aforesaid of the
manager of the bank, be recorded in the Registry of
Records; and the originals shall then be filed in the said
Registry; and such originals, and the respective records
thereof, shall be open to the inspection of all persons
desiring to peruse the same, during the time such Registry
is open for the discharge of public business; and every
person requiring a copy thereof shall be entitled to have the
same furnished him on payment of the usual fees.

7. No such partnership shall be deemed to have
been formed until such memorandum, with the verification
thereto, and the declaration of the general partners, and
certificate of the manager of the bank, shall have been filed
as above directed; and, if any false statement be made in
such memorandum or declaration, such partnership shall
not be deemed a partnership with limited liability under
this Act.

Declaration of
general partners.

Declaration to be
recorded and
filed.

No partnership
to be deemed
formed until
declaration and
other papers
filed.

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8. The partners shall publish the terms of the
partnership, when recorded, for at least six weeks
immediately after the recording thereof in all the news-
papers printed in The Bahamas, and until such publication
is made, for the period aforesaid, the partnership shall not
be deemed a partnership with limited liability under this
Act.

9. Affidavits of the publication of such notices, by
the printers of the newspapers in which the same have been
published, or some one in their employ, knowing of such
publication, may be filed in the Registry of Records and
shall be evidence of the fact therein contained.

10. In the memorandum of co-partnership, to be
made and filed as hereinbefore provided, the name or
names of the general partner or partners only shall be
inserted in the name of the firm under which the business
of the partnership is to be carried on, with the word
“Limited” as the last word of such name, and the business
of the partnership shall be carried on under no other name
than that inserted in the memorandum of the co-
partnership, and the general partners only shall be
authorised to transact the business of the partnership and to
sign for and bind the same; and if any special partner's
name be inserted, with his privity or consent, in the name
of the firm under which the business of the said co-
partnership is carried on, or if any special partner, in any
manner, transact business, or contract in the name of the
partnership, he shall incur all the liability in respect thereof
which he otherwise would have if this Act had not been
passed.

11. In all business transactions, of any such partner-
ship, the name of such partnership, as recorded in the
memorandum of co-partnership, with the word “Limited,”
as the last word of such name, shall be the name used; and
in all bills of exchange, promissory notes, endorsements,
cheques and orders for money or goods, and all bills of
parcels, invoices, receipts and letters, by, or on behalf of
such partnership, such name with the word “Limited,” as
the last word of such name, shall be written, printed or
engraved, in legible characters, and if, any business
transaction, or in any bill, note, endorsement, cheque,
order, invoice, receipt or letter, any other name is used, or
the word “Limited,” as the last word of such name,
omitted, any person thereby induced to deal with such


Publication of
terms of
partnership.

Evidence of
publication.

Name of general
partners only to
be inserted in
memorandum.

Recorded name
of partnership to
be used.

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partnership, or, who deals with the same, in any such
transaction, or into whose possession any such bill, note,
endorsement, cheque, order, invoice, receipt of letters, may
be or come, in the ordinary course of mercantile dealings,
shall have the same rights, and be entitled to the same
remedies against all the partners, whether general or
special, of the said partnership as he would have been
entitled to, if the said partnership had not been formed
under the provisions of this Act.

12. No partnership under this Act shall have a name
identical with that inserted in the memorandum of co-
partnership of a subsisting partnership, or, so nearly
resembling the same as to be calculated to deceive, and it
shall be the duty of the Registrar General to refuse and
abstain from filing or recording any memorandum of co-
partnership in which the name of the proposed partnership
is identical with that of a subsisting partnership, under this
Act, or which, in his opinion, so nearly resembles the same
as to be calculated to deceive.

13. Upon the renewal or continuance of any partner-
ship under this Act, beyond the time originally fixed for its
duration, a memorandum of co-partnership shall be made,
acknowledged and verified, with a declaration made, and
the certificate of the manager of a bank obtained, and the
said memorandum, declaration and certificate shall be filed
in the Registry of Records in the same, and the like
manner, as is hereinbefore provided for the formation of
such partnership; and public notice of such continuance, or
renewal, shall also be given in the same and the like
manner, and for the same period, and subject to the same
provisions, as is hereinbefore provided, upon the forma-
tion of such partnership.

14. During the period mentioned in the memorandum
of co-partnership, for the existence of the partnership, no
alteration shall be made, in the number of the partners,
whether general or special, or, in the name of the firm
under which the partnership business is carried on, or the
nature of the business carried on, or the capital in cash, or
stock, or in any other matter specified, in the original
memorandum of co-partnership; and any partnership
which shall in any way be carried on, after any alteration
in any of the above particulars shall have taken place, shall
not be deemed a partnership, with limited liability, within
the meaning of this Act.

Name of
partnership not
to be identical
with any other,
or so nearly
resembling as to
deceive.

Memorandum
declaration and
certificate in
renewal or
continuance of
partnership.

No alteration to
be made in
number of
partners during
period mentioned
in memorandum.

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15. During the continuance of the partnership, under
the provisions of this Act, no part of the capital stock
thereof shall be withdrawn, nor any division of interest or
profits be made, so as to reduce the said capital stock
below the sum stated in the memorandum above
mentioned; and if, at any time, during the continuance, or,
at the termination, of the partnership, the property or assets
shall not be sufficient to pay the partnership debts, then the
special partners shall, severally, be held responsible for all
sums, by them received, withdrawn or divided, with
interest thereon, from the time when such partnership is
declared by the person authorised by the provisions of
section 36 of this Act, to have become insolvent, such
sums with interest thereon, to be over and above the
amount which such special partners may have contributed,
upon the formation of such partnership.

16. All suits respecting the business of such partner-
ship shall be prosecuted by, and against, the general
partnership only; except in those cases in which provision
is made in this Act, that the partnership shall not be
deemed a partnership; and excepting, also, those cases
where special partners shall be held generally responsible,
on account of any sums, by them received or withdrawn,
from the common stock, as above provided.

17. No dissolution of a partnership, with limited
liability, under this Act, shall take place, except by
operation of law, before the time specified in the
memorandum before-mentioned; unless a notice of such
dissolution shall be recorded in the Registry of Records;
and unless such notice shall also be published, twelve
weeks, successively, in all the newspapers published in
The Bahamas.

18. A partnership may be wound up, by the court on
its Bankruptcy Side, under the following circumstances,
that is to say —

(a) whenever the partners pass a special resolution
requiring the partnership to be wound up, by the
court;

(b) upon the death of any of the partners;
(c) whenever the partnership is unable to pay its

debts;

No capital stock
to be withdrawn
during
continuance of
partnership.

Suits, except in
certain cases, to
be prosecuted by
and against
general partners.

No dissolution,
except by
operation of law,
to take place
before the time
specified unless
with notice given.

Provision for
winding up
partnership.

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(d) whenever three-fourths of the capital of the
partnership has been lost, or become unavail-
able;

(e) whenever the special partners, or a majority of
them, so require it.

19. A partnership shall be deemed to be unable to pay
its debts —

(a) whenever a creditor to whom the partnership is
indebted, in a sum exceeding two hundred
dollars, then due, has served, on such partner-
ship, by leaving the same, at the place of
business thereof, a demand in writing, requiring
the partnership to pay the sum so due, and the
partnership have, for the space of one month,
neglected to pay such sum, or secure or
compound for the same to the satisfaction of the
creditor;

(b) whenever execution, issued on the judgment,
decree or order obtained, in any court, in favour
of any creditor, in any suit or other legal
proceeding, instituted by such creditor against
the partnership is returned unsatisfied in whole
or in part.

20. Any application for the winding up of a partner-
ship shall be by petition, and there shall be filed, or lodged
at the time when such petition is presented, an affidavit
verifying the same, and such petition may, in cases where
the partnership is unable to pay its debts, be presented
either by a creditor or general partner, but when any other
ground is alleged for winding up the partnership, a partner
alone is entitled to present the petition.

21. Upon the hearing of any petition presented by a
creditor, the court may dismiss such petition with or
without costs, to be paid by the petitioner, or it may make
an order, or pronounce an interlocutor, directing such
partnership, by a day to be named in the order, or
interlocutor, to pay or secure payment to the creditor, of
all moneys that may be found due to him, together with
such costs as the court may direct, or the court may, if it
so thinks fit, on the hearing of such petition, make an
order or decree, for winding up the partnership in the first
instance, or such other order as it deems just.

When
partnership shall
be deemed
unable to pay its
debts.
5 of 1987, s. 2.

Application for
winding up shall
be by petition.

Court may
dismiss petition
with or without
costs.

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22. If at the expiration of the time named in such
order or interlocutor such payment is not paid or security
given, the court may thereupon make an order or decree for
winding up the partnership.

23. Upon the hearing of a petition presented by a
partner, the court may dismiss such petition with or
without costs, to be paid by the petitioner, or it may make
an order or decree for winding up the partnership, or such
other order or decree as it deems just.

24. After the date of such order or decree for
winding up the partnership, all suits against the partnership
shall, if the court so orders, be stayed; no general partner or
other person connected with the partnership shall, without
the sanction of the court, dispose of any of the property,
effects or things in action of the partnership.

25. As soon as may be after making an order or
decree for winding up the partnership, the court shall cause
the assets of the partnership to be collected, and applied in
discharge of its liabilities, in a due course of administra-
tion.

26. Any conveyance, mortgage, delivery of goods,
payments, execution or other act relating to property, as
would, if made or done, by or against any individual trader,
be deemed, in the event of his bankruptcy, to have been
made or done, by way of undue or fraudulent preference,
of any creditor of such trader, shall, if made or done, by, or
against any partnership formed under this Act, be deemed
in the event of an order being made for winding up such
partnership, to have been done, by way of undue or
fraudulent preference, of such creditor of such partnership,
and shall be invalid accordingly; and for the purposes of
this section, the presentation of a petition for winding up a
partnership shall be deemed to correspond with the filing
of a petition, for adjudication of bankruptcy, in the case of
an individual trader, and any conveyance or assignment,
made by any partnership formed under this Act, of all its
estate and effects, to trustees, for the benefit of all its
creditors, shall be void to all intents and purposes.

27. The court may, after it has made an order, or
decree, for winding up the partnership, summon before it,
any person known, or suspected to have in his possession,


Court may make
order for winding
up partnership if
payment not
made or security
given.
Power of court
on hearing
petition.

After date of
order or decree
suits to be stayed,
etc.

After order assets
to be collected.

Conveyance,
mortgage, etc.,
by undue or
fraudulent
preference.

Proceedings of
court on winding
up.

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any of the estate or effects of the partnership, or supposed
to be indebted to the partnership, or any person whom the
court may deem capable of giving information concerning
the trade, dealings, estate or effects of the partnership, and
the court may require any such person to produce any
books, papers, deeds, writings or other documents, in his
custody or power, which may appear to the court requisite
to the full disclosure of any of the matters which the court
thinks necessary to be inquired into for the purpose of
winding up the partnership; and if any person so
summoned refuses to come before the court, at the time
appointed, having no lawful impediment (made known to
the court at the time of its sitting, and allowed by it) the
court may, by warrant, authorise, and direct the persons
therein named for that purpose to apprehend such person,
and bring him before the court for examination.

28. The court may examine, upon oath, either by
word of mouth, or upon written interrogatories, any person
appearing or brought before it in manner aforesaid,
concerning the trade, dealings, estate or effects of the
partnership, and may reduce into writing the answers of
every such person, and require him to sign and subscribe
the same.

29. If any partner of any partnership, for the
winding up of which an order or decree has been made
under this Act, destroys, mutilates, alters or falsifies any
books, papers, writings or securities, or makes or is privy
to the making of the false or fraudulent entry in any
register, book of account or other document belonging to
the partnership, with intent to defraud the creditors or
partners of such partnership, or any of them, every person
so offending shall be deemed to be guilty of a
misdemeanour, and upon being convicted shall be liable to
imprisonment for five years.

30. All books, accounts and documents of the
partnership, and of the liquidators hereinafter mentioned,
shall, as between the partners of the partnership, be prima
facie evidence of the truth of all matters therein contained,
and purporting to be therein recorded.

31. All moneys received under the direction of the
court on account of the sale, or conversion of any of the
assets of the partnership, or of any other matters, shall be


Court may
examine
witnesses.

Penalty on
partner
mutilating or
altering books
or papers.

Books of
partnership to
be prima facie
evidence.

Moneys received
by court to be
paid into bank.

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paid into a bank at Nassau, to the credit of such account as
the court may direct, and no money standing to such
account shall be paid out of the bank, except upon cheques
signed in such manner as the court directs.

32. The court may at any time after the presentation
of a petition for winding up a partnership, and either before
or after making an order for winding up the same, upon
motion of any creditor or partner, appoint a receiver of the
estate and effects of the partnership, and also, by notice or
advertisement, require all creditors to present and prove
their claims within a certain time, or be precluded from the
benefits of any distribution which may be made before
such claim is proved.

33. The court may, at any time after an order or
decree has been made for winding up a partnership, upon
the application by motion of any creditor or partner, and
upon proof to the satisfaction of the court that all
proceedings in relation to such winding up ought to be
stayed, make an order staying the same, either altogether or
for a limited time, upon such terms and subject to such
conditions as it deems fit.

34. As soon as the creditors are satisfied, the court
shall proceed to adjust the rights of the partners among
themselves, and to distribute the surplus that may remain
amongst the parties entitled thereto.

35. The court may make such order as to the priority
of payment out of the estate of the partnership, of the costs,
charges and expenses incurred in winding up any
partnership, as it thinks just.

36. For the purpose of conducting the proceedings
in winding up a partnership, and assisting the court therein,
the Registrar General shall be appointed by the court, and
called “Official Liquidator” under the provisions of this
Act, but it shall be lawful in cases where the winding up
takes place at the suit of the creditor, for the major part in
value of the creditors assembled at a meeting to be held for
the purpose, and in cases where the winding up takes place
at the suit of a partner, for the major part in value of the
partners assembled at a meeting to be held for the purpose,
to appoint another official liquidator to act concurrently
with the official liquidator so named by the court.

Court may
appoint receiver
of estate.

Power of court to
stay proceedings.

When creditors
satisfied, court to
distribute
surplus.

Order as to
priority of
payment.

Registrar
General to be
official
liquidator.

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37. The official liquidator shall be described by the
style of the official liquidator of the particular partnership
in respect of which he is appointed, and not by his
individual name. He shall take into his custody all the
property, effects and things in action of the partnership and
shall perform such duties in reference to the winding up of
the partnership as may be imposed by the court.

38. The official liquidator shall have power, with the
sanction of the court to do the following things —

(a) to bring or defend any action, suit or prosecu-
tion, or other legal proceeding, civil or criminal,
in the name, and on behalf of the partnership;

(b) to carry on the business of the partnership so far
as may be necessary for the beneficial winding
up of the same;

(c) to sell the real and personal property, effects and
things in action of the partnership by public
auction or private contract, with power, if he
thinks fit, to transfer the whole thereof to any
person or persons, or to sell the same in parcels;

(d) to execute in the name, and on behalf of the
partnership, all deeds, receipts and other docu-
ments he may think necessary;

(e) to refer disputes to arbitration, and compromise
any debts or claims;

(f) to draw, accept, make and endorse any bill of
exchange, or promissory note, and also to raise
upon the security of the assets of the partnership
from time to time any requisite sum, or sums of
money, and the drawing, accepting, making or
endorsing of every such bill of exchange or
promissory note as aforesaid, on behalf of the
partnership, shall have the same effect, with
respect to the liability of such partnership, as if
such bill or note had been drawn, accepted,
made, or endorsed by such partnership, in the
course of carrying on the business thereof;

(g) to do and execute all such other things as may be
necessary for winding up the affairs of the
partnership, and distributing its assets.

39. The official liquidator may, with the approval of
the court, appoint a counsel and attorney and such clerks
or officers as may be necessary to assist him in the


Official
liquidator to be
described as
such, and not by
name.

Powers of official
liquidator.

5 of 1987, Sch.

May appoint a
counsel and
attorney.

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performance of his duties. There shall be paid to such
solicitor and such clerks and officers such remuneration by
way of fees, or otherwise as may be allowed by the court.

40. There shall be paid to the official liquidator such
salary, or remuneration, by way of percentage, or
otherwise, as the court directs.

41. When the affairs of the partnership have been
completely wound up, the court shall make an order or
decree, declaring the partnership to be dissolved from the
date of such order or decree, and the partnership shall be
dissolved accordingly.

42. Any order or decree so made shall be reported
by the official liquidator to the Registrar General, who
shall make a minute of the dissolution of such partnership,
or the memorandum of co-partnership, and the record
thereof in his office.

43. Nothing in this Act contained shall be construed
to affect the alien laws of The Bahamas.

44. In this Act —
“court” means the Supreme Court.

SCHEDULE (Section 4)

MEMORANDUM OF CO-PARTNERSHIP OF A. B. C. D. AND
COMPANY, LIMITED

The name of the firm under which this partnership business is
to be conducted is A. B. C. D. and Company, Limited, and
such business is to be carried on in the city of Nassau, in the
Island of New Providence. The objects for which this
partnership is established are for carrying on a general
mercantile and commission business.
The general partners interested in this business are —

A. B., of the city of Nassau, merchant, residing in the City
of Nassau;
C. D., of the city of Nassau aforesaid, also residing in the
city of Nassau.

The names of the special partners interested therein are —
E. F., at present of the city of Nassau, but residing in the
city of London, in Great Britain;
G. H., also at present of the said Island of New Providence,
but residing in Matthew Town, in the Island of Inagua.

Payment of
official
liquidator.

When the affairs
of partnership
wound up, court
to dissolve the
same.

Order so made to
be reported to
Registrar
General.

Proviso as to
alien laws.

Interpretation.

5 of 1987, s. 2.

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The amount of capital stock which the above-named

special partner E. F. has contributed to common stock in dry
goods is of the value of $2,000.

The amount of capital stock which the above named
special partner G. H. has contributed to common stock in cash
is $4,000.

This partnership is to commence on Monday, the eighth
day of April, A.D. 1961, and will terminate on Wednesday, the
eighth day of April, A.D. 1971.

We, the several persons whose names and addresses are
hereinbefore set forth, and hereto subscribed, are desirous of
forming a co-partnership, with limited liability in pursuance of
this memorandum of co-partnership, according to the
provisions of the Partnership Limited Liability Act.

Witness our hands this ...................... day of .......................
A.D. 19.................................................................................
..................................................................................... A. B.
..................................................................................... C. D.
.....................................................................................E. F.

.....................................................................................G. H.
The above memorandum of co-partnership was duly acknowl-

edged before me by the within-named A. B., C. D., E. F., and G.
H., on this ................... day of ............................................... A.D. 19 .....

In verification whereof I have hereunto set my hand and
seal notarial the day and year last above written.
.........................................

(L.S.) S. M.
Notary Public.