The only question necessary to be decided upon this appeal is, whether the complainants are creditors of the limited partnership, as such, so as to entitle them to share rateably, in the assets of the firm, with other creditors whose debts were contracted before the 1st of January, 1837. The statute requires, among other things, that the persons forming a limited partnership shall state, in their certificate, which is to be acknowledged and filed, the time when the partnership is to commence and the period at which it will terminate. (1 R. S. 764, § 4, sub. 5.) As the terms of the special partnership and the time of its continuance are to be published at the commencement of its business, every person dealing with the firm is presumed to have notice of the termination of the copartnership ; so that no formal notice of the dissolution of the firm is necessary to be given, to prevent any of the general partners from charging the copartnership with new debts, contracted after the termination of the copartnership. The statute also expressly provides, that every renewal or continuance of such partnership beyond the time originally fixed for its duration, shall be certified, acknowledged, and recorded, and notice thereof published, in the same manner as at its original formation • and that every such partnership which shall be otherwise renewed or continued, shall be deemed a general partnership. (Idem, § 11.) The *263limited partnership of Booraem & Co., therefore, terminated on the 1st of January, 1837, not only as to those who had actual notice of the period limited for its continuance, but also as to those who had constructive notice thereof by the publication of the notice at the commencement of the partnership, as required by the statute. And those who were creditors of the firm previous to January, 1837, are entitled to a preference, and should be paid rateably out of the property which then belonged to the limited copartnership.
If the executors have rendered themselves personally responsible to any new, creditors, as general partners with Booraem, Clark & Rathbone, by carrying on any partnership business in the name of the old firm after the expiration of the time limited for the continuance of the limited partnership, the remedy of the complainants is by a suit at law against them in their individual capacities.
The vice chancellor was, therefore, right in refusing to appoint a receiver of the effects of the limited copartnership, upon the application of these complainants. The order appealed from must therefore be affirmed, with costs.