{"id":"qld:act-1891-007","name":"Partnership Act 1891","slug":"partnership-act-1891","collection":"act","jurisdiction":"qld","status":"in_force","isInForce":true,"actNumber":"7 of 1891","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":105817,"registerId":"qld-act-1891-007-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"ch.1-pt.1","sectionType":"part","heading":"Citation","content":"# Citation","sortOrder":0},{"sectionNumber":"sec.1","sectionType":"section","heading":"Short title","content":"### sec.1 Short title\n\nThis Act may be cited as the Partnership Act 1891 .","sortOrder":1},{"sectionNumber":"sec.2","sectionType":"section","heading":"Notes in text","content":"### sec.2 Notes in text\n\nA note in the text of this Act is part of the Act .\ns 2 sub 2004 No. 29 s 5","sortOrder":2},{"sectionNumber":"ch.1-pt.2","sectionType":"part","heading":"Interpretation","content":"# Interpretation","sortOrder":3},{"sectionNumber":"sec.3","sectionType":"section","heading":"Definitions","content":"### sec.3 Definitions\n\nThe dictionary in the schedule defines particular words used in this Act.\ns 3 amd 2004 No. 29 ss 6 (1) , 3 sch 1\nNote—prev s 3 contained definitions for this Act. Definitions are now located in the schedule (Dictionary).","sortOrder":4},{"sectionNumber":"sec.4","sectionType":"section","heading":"Meaning of firm and firm-name","content":"### sec.4 Meaning of firm and firm-name\n\nPersons who have entered into partnership with one another are for the purposes of this Act called collectively a firm , and the name under which their business is carried on is called the firm-name .\nHowever, in relation to an incorporated limited partnership, the firm-name of the incorporated limited partnership is the name of the incorporated limited partnership recorded in the register.\nIn this Act, a reference, in relation to an incorporated limited partnership, to the incorporated limited partnership or the firm is a reference to the incorporated limited partnership as a separate legal entity and not to the partners in that partnership.\ns 4 prev s 4 om 1908 No. 18 s 2\npres s 4 ins 2004 No. 29 s 7\n(1) (prev s 3(2)) renum and reloc 2004 No. 29 s 6 (2)\nhdg prec s 5 om 2004 No. 29 s 3 sch 1\n(sec.4-ssec.1) Persons who have entered into partnership with one another are for the purposes of this Act called collectively a firm , and the name under which their business is carried on is called the firm-name .\n(sec.4-ssec.2) However, in relation to an incorporated limited partnership, the firm-name of the incorporated limited partnership is the name of the incorporated limited partnership recorded in the register.\n(sec.4-ssec.3) In this Act, a reference, in relation to an incorporated limited partnership, to the incorporated limited partnership or the firm is a reference to the incorporated limited partnership as a separate legal entity and not to the partners in that partnership.","sortOrder":5},{"sectionNumber":"sec.5","sectionType":"section","heading":"Meaning of partnership","content":"### sec.5 Meaning of partnership\n\nPartnership is the relation which subsists between persons carrying on a business in common with a view of profit.\nPartnership includes an incorporated limited partnership.\nHowever, the relation between members of any company or association that is—\nincorporated under the Corporations Act ; or\nformed or incorporated by or in pursuance of any other Act of Parliament or letters patent, or Royal Charter;\nis not a partnership within the meaning of this Act.\ns 5 amd 1988 No. 78 s 30 (1) ; 2004 No. 29 s 3 sch 1\n(sec.5-ssec.1) Partnership is the relation which subsists between persons carrying on a business in common with a view of profit.\n(sec.5-ssec.1A) Partnership includes an incorporated limited partnership.\n(sec.5-ssec.2) However, the relation between members of any company or association that is— incorporated under the Corporations Act ; or formed or incorporated by or in pursuance of any other Act of Parliament or letters patent, or Royal Charter; is not a partnership within the meaning of this Act.\n- (a) incorporated under the Corporations Act ; or\n- (b) formed or incorporated by or in pursuance of any other Act of Parliament or letters patent, or Royal Charter;","sortOrder":6},{"sectionNumber":"ch.1-pt.3","sectionType":"part","heading":"Application","content":"# Application","sortOrder":7},{"sectionNumber":"sec.5A","sectionType":"section","heading":"Application of laws of partnership to limited partnerships and incorporated limited partnerships","content":"### sec.5A Application of laws of partnership to limited partnerships and incorporated limited partnerships\n\nChapter 2 applies to limited partnerships, subject to chapter 3 .\nExcept as provided (whether expressly or by necessary implication) by this Act or any other Act, the law relating to partnership does not apply in relation to—\nan incorporated limited partnership; or\nthe partners in an incorporated limited partnership; or\nthe relationship between an incorporated limited partnership and its partners.\ns 5A ins 2004 No. 29 s 8\n(sec.5A-ssec.1) Chapter 2 applies to limited partnerships, subject to chapter 3 .\n(sec.5A-ssec.2) Except as provided (whether expressly or by necessary implication) by this Act or any other Act, the law relating to partnership does not apply in relation to— an incorporated limited partnership; or the partners in an incorporated limited partnership; or the relationship between an incorporated limited partnership and its partners.\n- (a) an incorporated limited partnership; or\n- (b) the partners in an incorporated limited partnership; or\n- (c) the relationship between an incorporated limited partnership and its partners.","sortOrder":8},{"sectionNumber":"ch.2-pt.1","sectionType":"part","heading":"Nature of partnership","content":"# Nature of partnership","sortOrder":9},{"sectionNumber":"sec.6","sectionType":"section","heading":"Rules for deciding existence of partnership","content":"### sec.6 Rules for deciding existence of partnership\n\nIn deciding whether a partnership does or does not exist, regard must be had to the following rules—\njoint tenancy, tenancy in common, joint property, common property, or part ownership does not of itself create a partnership as to anything held or owned jointly or in common, whether the tenants or owners do or do not share any profits made by the use of anything held or owned jointly or in common;\nthe sharing of gross returns does not of itself create a partnership, whether the persons sharing such returns have or have not a joint or common right or interest in any property from which or from the use of which the returns are derived;\nthe receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but the receipt of such a share, or of a payment contingent on or varying with the profits of a business, does not of itself make the person a partner in the business, and in particular—\nthe receipt by a person of a debt or other liquidated amount by instalments or otherwise out of the accruing profits of a business does not itself make the person a partner in the business or liable as such;\na contract for the remuneration of a servant or agent of a person engaged in a business by a share of the profits of the business does not itself make the servant or agent a partner in the business or liable as such;\na person being a deceased partner’s child or spouse, and receiving by way of annuity a portion of the profits made in the business in which the deceased person was a partner, is not by reason only of such receipt a partner in the business or liable as such;\nthe advance of money by way of loan to a person engaged or about to engage in any business on a contract with that person that the lender is to receive a rate of interest varying with the profits, or is to receive a share of the profits arising from carrying on the business, does not of itself make the lender a partner with the person or persons carrying on the business or liable as such;\na person receiving by way of annuity or otherwise a portion of the profits of a business in consideration of the sale by the person of the goodwill of the business is not by reason only of such receipt a partner in the business or liable as such.\nSee section 82 for an additional rule applying to acts preparatory to the registration of incorporated limited partnerships.\nA contract mentioned in subsection (1) (c) (iv) must be in writing and signed by or on behalf of all the parties to the contract.\nThis section does not apply in relation to an incorporated limited partnership.\ns 6 amd 2002 No. 74 s 90 sch ; 2004 No. 29 s 3 sch 1\n(sec.6-ssec.1) In deciding whether a partnership does or does not exist, regard must be had to the following rules— joint tenancy, tenancy in common, joint property, common property, or part ownership does not of itself create a partnership as to anything held or owned jointly or in common, whether the tenants or owners do or do not share any profits made by the use of anything held or owned jointly or in common; the sharing of gross returns does not of itself create a partnership, whether the persons sharing such returns have or have not a joint or common right or interest in any property from which or from the use of which the returns are derived; the receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but the receipt of such a share, or of a payment contingent on or varying with the profits of a business, does not of itself make the person a partner in the business, and in particular— the receipt by a person of a debt or other liquidated amount by instalments or otherwise out of the accruing profits of a business does not itself make the person a partner in the business or liable as such; a contract for the remuneration of a servant or agent of a person engaged in a business by a share of the profits of the business does not itself make the servant or agent a partner in the business or liable as such; a person being a deceased partner’s child or spouse, and receiving by way of annuity a portion of the profits made in the business in which the deceased person was a partner, is not by reason only of such receipt a partner in the business or liable as such; the advance of money by way of loan to a person engaged or about to engage in any business on a contract with that person that the lender is to receive a rate of interest varying with the profits, or is to receive a share of the profits arising from carrying on the business, does not of itself make the lender a partner with the person or persons carrying on the business or liable as such; a person receiving by way of annuity or otherwise a portion of the profits of a business in consideration of the sale by the person of the goodwill of the business is not by reason only of such receipt a partner in the business or liable as such. See section 82 for an additional rule applying to acts preparatory to the registration of incorporated limited partnerships.\n(sec.6-ssec.2) A contract mentioned in subsection (1) (c) (iv) must be in writing and signed by or on behalf of all the parties to the contract.\n(sec.6-ssec.3) This section does not apply in relation to an incorporated limited partnership.\n- (a) joint tenancy, tenancy in common, joint property, common property, or part ownership does not of itself create a partnership as to anything held or owned jointly or in common, whether the tenants or owners do or do not share any profits made by the use of anything held or owned jointly or in common;\n- (b) the sharing of gross returns does not of itself create a partnership, whether the persons sharing such returns have or have not a joint or common right or interest in any property from which or from the use of which the returns are derived;\n- (c) the receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but the receipt of such a share, or of a payment contingent on or varying with the profits of a business, does not of itself make the person a partner in the business, and in particular— (i) the receipt by a person of a debt or other liquidated amount by instalments or otherwise out of the accruing profits of a business does not itself make the person a partner in the business or liable as such; (ii) a contract for the remuneration of a servant or agent of a person engaged in a business by a share of the profits of the business does not itself make the servant or agent a partner in the business or liable as such; (iii) a person being a deceased partner’s child or spouse, and receiving by way of annuity a portion of the profits made in the business in which the deceased person was a partner, is not by reason only of such receipt a partner in the business or liable as such; (iv) the advance of money by way of loan to a person engaged or about to engage in any business on a contract with that person that the lender is to receive a rate of interest varying with the profits, or is to receive a share of the profits arising from carrying on the business, does not of itself make the lender a partner with the person or persons carrying on the business or liable as such; (v) a person receiving by way of annuity or otherwise a portion of the profits of a business in consideration of the sale by the person of the goodwill of the business is not by reason only of such receipt a partner in the business or liable as such.\n- (i) the receipt by a person of a debt or other liquidated amount by instalments or otherwise out of the accruing profits of a business does not itself make the person a partner in the business or liable as such;\n- (ii) a contract for the remuneration of a servant or agent of a person engaged in a business by a share of the profits of the business does not itself make the servant or agent a partner in the business or liable as such;\n- (iii) a person being a deceased partner’s child or spouse, and receiving by way of annuity a portion of the profits made in the business in which the deceased person was a partner, is not by reason only of such receipt a partner in the business or liable as such;\n- (iv) the advance of money by way of loan to a person engaged or about to engage in any business on a contract with that person that the lender is to receive a rate of interest varying with the profits, or is to receive a share of the profits arising from carrying on the business, does not of itself make the lender a partner with the person or persons carrying on the business or liable as such;\n- (v) a person receiving by way of annuity or otherwise a portion of the profits of a business in consideration of the sale by the person of the goodwill of the business is not by reason only of such receipt a partner in the business or liable as such.\n- (i) the receipt by a person of a debt or other liquidated amount by instalments or otherwise out of the accruing profits of a business does not itself make the person a partner in the business or liable as such;\n- (ii) a contract for the remuneration of a servant or agent of a person engaged in a business by a share of the profits of the business does not itself make the servant or agent a partner in the business or liable as such;\n- (iii) a person being a deceased partner’s child or spouse, and receiving by way of annuity a portion of the profits made in the business in which the deceased person was a partner, is not by reason only of such receipt a partner in the business or liable as such;\n- (iv) the advance of money by way of loan to a person engaged or about to engage in any business on a contract with that person that the lender is to receive a rate of interest varying with the profits, or is to receive a share of the profits arising from carrying on the business, does not of itself make the lender a partner with the person or persons carrying on the business or liable as such;\n- (v) a person receiving by way of annuity or otherwise a portion of the profits of a business in consideration of the sale by the person of the goodwill of the business is not by reason only of such receipt a partner in the business or liable as such.","sortOrder":10},{"sectionNumber":"sec.7","sectionType":"section","heading":"Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency","content":"### sec.7 Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency\n\nIn the event of any person to whom money has been advanced by way of loan upon such a contract as is mentioned in section 6 , or of any buyer of a goodwill in consideration of a share of the profits of the business, being adjudicated insolvent, entering into an arrangement to pay the person’s creditors less than 100 cents in the dollar, or dying in insolvent circumstances, the lender of the loan is not entitled to recover anything in relation to the person’s loan, and the seller of the goodwill is not entitled to recover anything in relation to the share of profits contracted for, until the claims of the other creditors of the borrower or buyer for valuable consideration in money or money’s worth have been satisfied.\ns 7 amd 1965 No. 61 s 11 sch 2 ; 2004 No. 29 s 3 sch 1\nhdg prec s 8 om 2004 No. 29 s 10","sortOrder":11},{"sectionNumber":"ch.2-pt.2","sectionType":"part","heading":"Relations of partners to persons dealing with them","content":"# Relations of partners to persons dealing with them","sortOrder":12},{"sectionNumber":"sec.8","sectionType":"section","heading":"Power of partner to bind the firm","content":"### sec.8 Power of partner to bind the firm\n\nEvery partner in a partnership, other than a firm that is a limited partnership or incorporated limited partnership, is an agent of the firm and his or her other partners for the purpose of the business of the partnership, and the acts of every partner who does any act for carrying on in the usual way of business of the kind carried on by the firm of which the partner is a member bind the firm and his or her partners, unless—\nthe partner so acting has in fact no authority to act for the firm in the particular matter; and\nthe person with whom the partner is dealing either knows that the partner has no authority, or does not know or believe the partner to be a partner.\nEvery general partner in a limited partnership or incorporated limited partnership is an agent of the partnership and of the other general partners for the purpose of the business of the partnership, and the acts of every general partner who does any act for carrying on in the usual way business of the kind carried on by the partnership of which the partner is a member bind the partnership and the other general partners unless—\nthe general partner so acting has in fact no authority to act for the partnership in the particular matter; and\nthe person with whom the general partner is dealing either knows that the general partner has no authority, or does not know or believe the general partner to be a general partner.\ns 8 amd 2004 No. 29 s 11\n(sec.8-ssec.1) Every partner in a partnership, other than a firm that is a limited partnership or incorporated limited partnership, is an agent of the firm and his or her other partners for the purpose of the business of the partnership, and the acts of every partner who does any act for carrying on in the usual way of business of the kind carried on by the firm of which the partner is a member bind the firm and his or her partners, unless— the partner so acting has in fact no authority to act for the firm in the particular matter; and the person with whom the partner is dealing either knows that the partner has no authority, or does not know or believe the partner to be a partner.\n(sec.8-ssec.2) Every general partner in a limited partnership or incorporated limited partnership is an agent of the partnership and of the other general partners for the purpose of the business of the partnership, and the acts of every general partner who does any act for carrying on in the usual way business of the kind carried on by the partnership of which the partner is a member bind the partnership and the other general partners unless— the general partner so acting has in fact no authority to act for the partnership in the particular matter; and the person with whom the general partner is dealing either knows that the general partner has no authority, or does not know or believe the general partner to be a general partner.\n- (a) the partner so acting has in fact no authority to act for the firm in the particular matter; and\n- (b) the person with whom the partner is dealing either knows that the partner has no authority, or does not know or believe the partner to be a partner.\n- (a) the general partner so acting has in fact no authority to act for the partnership in the particular matter; and\n- (b) the person with whom the general partner is dealing either knows that the general partner has no authority, or does not know or believe the general partner to be a general partner.","sortOrder":13},{"sectionNumber":"sec.9","sectionType":"section","heading":"Partners bound by acts on behalf of firm","content":"### sec.9 Partners bound by acts on behalf of firm\n\nAn act or instrument relating to the business of a firm, other than an incorporated limited partnership, and done or executed in the firm-name, or in any other manner showing an intention to bind the firm, by any person authorised to bind the firm, whether a partner or not, is binding on the firm and all the partners.\nAn act or instrument relating to the business of a firm that is an incorporated limited partnership, and done or executed in the firm-name, or in any other manner, showing an intention to bind the firm by any person authorised to bind the firm, whether a general partner or not, is (subject to section 12 (3) ) binding on the firm and all the general partners.\nThis section does not affect any general rule of law relating to the execution of deeds or negotiable instruments.\ns 9 amd 2004 No. 29 s 12\n(sec.9-ssec.1) An act or instrument relating to the business of a firm, other than an incorporated limited partnership, and done or executed in the firm-name, or in any other manner showing an intention to bind the firm, by any person authorised to bind the firm, whether a partner or not, is binding on the firm and all the partners.\n(sec.9-ssec.2) An act or instrument relating to the business of a firm that is an incorporated limited partnership, and done or executed in the firm-name, or in any other manner, showing an intention to bind the firm by any person authorised to bind the firm, whether a general partner or not, is (subject to section 12 (3) ) binding on the firm and all the general partners.\n(sec.9-ssec.3) This section does not affect any general rule of law relating to the execution of deeds or negotiable instruments.","sortOrder":14},{"sectionNumber":"sec.10","sectionType":"section","heading":"Partner using credit of firm for private purposes","content":"### sec.10 Partner using credit of firm for private purposes\n\nIf one partner pledges the credit of a firm, other than an incorporated limited partnership, for a purpose apparently not connected with the firm’s ordinary course of business, the firm is not bound, unless the partner is in fact specially authorised by the other partners.\nIf a general partner pledges the credit of a firm that is an incorporated limited partnership for a purpose apparently not connected with the firm’s ordinary course of business, the firm is not bound unless the general partner is in fact specially authorised by the firm.\nThis section does not affect any personal liability incurred by an individual general partner.\ns 10 amd 2004 No. 29 s 13\n(sec.10-ssec.1) If one partner pledges the credit of a firm, other than an incorporated limited partnership, for a purpose apparently not connected with the firm’s ordinary course of business, the firm is not bound, unless the partner is in fact specially authorised by the other partners.\n(sec.10-ssec.2) If a general partner pledges the credit of a firm that is an incorporated limited partnership for a purpose apparently not connected with the firm’s ordinary course of business, the firm is not bound unless the general partner is in fact specially authorised by the firm.\n(sec.10-ssec.3) This section does not affect any personal liability incurred by an individual general partner.","sortOrder":15},{"sectionNumber":"sec.11","sectionType":"section","heading":"Effect of notice that firm will not be bound by acts of partner","content":"### sec.11 Effect of notice that firm will not be bound by acts of partner\n\nIf it has been agreed between partners that any restriction is to be placed on the power of any 1 or more of them to bind a firm, other than a firm that is an incorporated limited partnership, no act done in contravention of the agreement is binding on the firm in relation to persons having notice of the agreement.\nIf it has been agreed by the partners in an incorporated limited partnership that any restrictions are to be placed on the power (if any) of any one or more of them to bind the firm, no act done in contravention of the agreement is binding on the firm in relation to persons having notice of the agreement.\ns 11 amd 2004 No. 29 s 14\n(sec.11-ssec.1) If it has been agreed between partners that any restriction is to be placed on the power of any 1 or more of them to bind a firm, other than a firm that is an incorporated limited partnership, no act done in contravention of the agreement is binding on the firm in relation to persons having notice of the agreement.\n(sec.11-ssec.2) If it has been agreed by the partners in an incorporated limited partnership that any restrictions are to be placed on the power (if any) of any one or more of them to bind the firm, no act done in contravention of the agreement is binding on the firm in relation to persons having notice of the agreement.","sortOrder":16},{"sectionNumber":"sec.12","sectionType":"section","heading":"Liability of partners","content":"### sec.12 Liability of partners\n\nEvery partner in a firm, other than an incorporated limited partnership, is liable jointly with the other partners for all debts and obligations of the firm incurred while a partner, and, if the partner is an individual, after the partner’s death the partner’s estate is also severally liable in a due course of administration for those debts and obligations, so far as they remain unsatisfied, but subject to the prior payment of the partner’s separate debts.\nEvery general partner in an incorporated limited partnership is liable jointly with the incorporated limited partnership for all debts and obligations of the partnership incurred while the general partner is a general partner, and, if the general partner is an individual, after the general partner’s death the general partner’s estate is also severally liable in a due course of administration for those debts or obligations so far as they remain unsatisfied but subject to the prior payment of the partner’s separate debts.\nDespite subsection (2) , a general partner in an incorporated limited partnership is only liable for any debts or obligations of the incorporated limited partnership—\nto the extent the incorporated limited partnership is unable to satisfy the debts and obligations; or\nto a greater extent provided by the partnership agreement.\ns 12 amd 2004 No. 29 s 15\n(sec.12-ssec.1) Every partner in a firm, other than an incorporated limited partnership, is liable jointly with the other partners for all debts and obligations of the firm incurred while a partner, and, if the partner is an individual, after the partner’s death the partner’s estate is also severally liable in a due course of administration for those debts and obligations, so far as they remain unsatisfied, but subject to the prior payment of the partner’s separate debts.\n(sec.12-ssec.2) Every general partner in an incorporated limited partnership is liable jointly with the incorporated limited partnership for all debts and obligations of the partnership incurred while the general partner is a general partner, and, if the general partner is an individual, after the general partner’s death the general partner’s estate is also severally liable in a due course of administration for those debts or obligations so far as they remain unsatisfied but subject to the prior payment of the partner’s separate debts.\n(sec.12-ssec.3) Despite subsection (2) , a general partner in an incorporated limited partnership is only liable for any debts or obligations of the incorporated limited partnership— to the extent the incorporated limited partnership is unable to satisfy the debts and obligations; or to a greater extent provided by the partnership agreement.\n- (a) to the extent the incorporated limited partnership is unable to satisfy the debts and obligations; or\n- (b) to a greater extent provided by the partnership agreement.","sortOrder":17},{"sectionNumber":"sec.13","sectionType":"section","heading":"Liability of the firm for wrongs","content":"### sec.13 Liability of the firm for wrongs\n\nSubject to subsection (2) , if, by any wrongful act or omission of any partner in a firm, other than an incorporated limited partnership, acting in the ordinary course of the business of the firm, or with the authority of his or her copartners, loss or injury is caused to any person not being a partner in the firm, or any penalty is incurred, the firm is liable for the loss, injury or penalty to the same extent as the partner so acting or omitting to act.\nFor subsection (1) , a partner in a firm, other than an incorporated limited partnership, who commits a wrongful act or omission as a director of a body corporate under the Corporations Act is not to be taken to be acting in the ordinary course of the business of the firm or with the authority of the partner’s copartners only because of any 1 or more of the following—\nthe partner obtained the agreement or authority of the partner’s copartners, or some of them, to be appointed or to act as a director of the body corporate;\nremuneration that the partner receives for acting as a director of the body corporate forms part of the income of the firm;\nany copartner is also a director of that or any other body corporate.\nSubject to subsection (4) , if by any wrongful act or omission of any general partner in an incorporated limited partnership acting in the ordinary course of the business of the incorporated limited partnership, or with its authority, loss or injury is caused to any person not being a partner in the incorporated limited partnership, or any penalty is incurred, the incorporated limited partnership is liable for the loss or injury or penalty to the same extent as the general partner so acting or omitting to act.\nSee section 12 (2) about joint liability of general partners and the incorporated limited partnership.\nFor subsection (3) , a general partner in an incorporated limited partnership who commits a wrongful act or omission as a director of a body corporate under the Corporations Act is not to be taken to be acting in the ordinary course of business of the incorporated limited partnership or with its authority only because of any 1 or more of the following—\nthe general partner obtained the agreement or authority of the incorporated limited partnership to be appointed or to act as a director of the body corporate;\nremuneration that the general partner receives for acting as a director of the body corporate forms part of the income of the incorporated limited partnership;\nany other general partner in the incorporated limited partnership is also a director of that or any other body corporate.\ns 13 amd 2003 No. 94 s 61 ; 2004 No. 29 s 16\n(sec.13-ssec.1) Subject to subsection (2) , if, by any wrongful act or omission of any partner in a firm, other than an incorporated limited partnership, acting in the ordinary course of the business of the firm, or with the authority of his or her copartners, loss or injury is caused to any person not being a partner in the firm, or any penalty is incurred, the firm is liable for the loss, injury or penalty to the same extent as the partner so acting or omitting to act.\n(sec.13-ssec.2) For subsection (1) , a partner in a firm, other than an incorporated limited partnership, who commits a wrongful act or omission as a director of a body corporate under the Corporations Act is not to be taken to be acting in the ordinary course of the business of the firm or with the authority of the partner’s copartners only because of any 1 or more of the following— the partner obtained the agreement or authority of the partner’s copartners, or some of them, to be appointed or to act as a director of the body corporate; remuneration that the partner receives for acting as a director of the body corporate forms part of the income of the firm; any copartner is also a director of that or any other body corporate.\n(sec.13-ssec.3) Subject to subsection (4) , if by any wrongful act or omission of any general partner in an incorporated limited partnership acting in the ordinary course of the business of the incorporated limited partnership, or with its authority, loss or injury is caused to any person not being a partner in the incorporated limited partnership, or any penalty is incurred, the incorporated limited partnership is liable for the loss or injury or penalty to the same extent as the general partner so acting or omitting to act. See section 12 (2) about joint liability of general partners and the incorporated limited partnership.\n(sec.13-ssec.4) For subsection (3) , a general partner in an incorporated limited partnership who commits a wrongful act or omission as a director of a body corporate under the Corporations Act is not to be taken to be acting in the ordinary course of business of the incorporated limited partnership or with its authority only because of any 1 or more of the following— the general partner obtained the agreement or authority of the incorporated limited partnership to be appointed or to act as a director of the body corporate; remuneration that the general partner receives for acting as a director of the body corporate forms part of the income of the incorporated limited partnership; any other general partner in the incorporated limited partnership is also a director of that or any other body corporate.\n- (a) the partner obtained the agreement or authority of the partner’s copartners, or some of them, to be appointed or to act as a director of the body corporate;\n- (b) remuneration that the partner receives for acting as a director of the body corporate forms part of the income of the firm;\n- (c) any copartner is also a director of that or any other body corporate.\n- (a) the general partner obtained the agreement or authority of the incorporated limited partnership to be appointed or to act as a director of the body corporate;\n- (b) remuneration that the general partner receives for acting as a director of the body corporate forms part of the income of the incorporated limited partnership;\n- (c) any other general partner in the incorporated limited partnership is also a director of that or any other body corporate.","sortOrder":18},{"sectionNumber":"sec.14","sectionType":"section","heading":"Misapplication of money or property received for or in custody of the firm","content":"### sec.14 Misapplication of money or property received for or in custody of the firm\n\nIn each of the following cases involving the partners of a firm, other than an incorporated limited partnership, the firm is liable to make good the loss mentioned in the case—\n1 partner acting within the scope of the partner’s apparent authority receives the money or property of a third person and misapplies it;\na firm in the course of its business receives money or property of a third person, and the money or property so received is misapplied by 1 or more of the partners while it is in the custody of the firm.\nIn each of the following cases involving general partners in an incorporated limited partnership, the incorporated limited partnership is liable to make good the loss mentioned in the case—\n1 general partner acting within the scope of the general partner’s apparent authority receives the money or property of a third person and misapplies it;\nan incorporated limited partnership in the course of its business receives money or property of a third person, and the money or property so received is misapplied by 1 or more of the general partners while it is in the custody of the incorporated limited partnership.\ns 14 sub 2004 No. 29 s 17\n(sec.14-ssec.1) In each of the following cases involving the partners of a firm, other than an incorporated limited partnership, the firm is liable to make good the loss mentioned in the case— 1 partner acting within the scope of the partner’s apparent authority receives the money or property of a third person and misapplies it; a firm in the course of its business receives money or property of a third person, and the money or property so received is misapplied by 1 or more of the partners while it is in the custody of the firm.\n(sec.14-ssec.2) In each of the following cases involving general partners in an incorporated limited partnership, the incorporated limited partnership is liable to make good the loss mentioned in the case— 1 general partner acting within the scope of the general partner’s apparent authority receives the money or property of a third person and misapplies it; an incorporated limited partnership in the course of its business receives money or property of a third person, and the money or property so received is misapplied by 1 or more of the general partners while it is in the custody of the incorporated limited partnership.\n- (a) 1 partner acting within the scope of the partner’s apparent authority receives the money or property of a third person and misapplies it;\n- (b) a firm in the course of its business receives money or property of a third person, and the money or property so received is misapplied by 1 or more of the partners while it is in the custody of the firm.\n- (a) 1 general partner acting within the scope of the general partner’s apparent authority receives the money or property of a third person and misapplies it;\n- (b) an incorporated limited partnership in the course of its business receives money or property of a third person, and the money or property so received is misapplied by 1 or more of the general partners while it is in the custody of the incorporated limited partnership.","sortOrder":19},{"sectionNumber":"sec.15","sectionType":"section","heading":"Liability for wrongs joint and several","content":"### sec.15 Liability for wrongs joint and several\n\nEvery partner in a firm, other than an incorporated limited partnership, is liable jointly with the partner’s copartners and also severally for everything for which the firm, while he or she is a partner in the firm, becomes liable under either section 13 or 14 .\nEvery general partner in an incorporated limited partnership is liable jointly with the other general partners in the incorporated limited partnership and also severally for everything for which the incorporated limited partnership, while the general partner is a general partner in the incorporated limited partnership, becomes liable under section 13 (3) or 14 (2) .\nDespite subsection (2) , a general partner in an incorporated limited partnership is only liable for any liability of the incorporated limited partnership referred to in the subsection—\nto the extent the incorporated limited partnership is unable to satisfy the liability; or\nto a greater extent provided by the partnership agreement.\ns 15 amd 2004 No. 29 s 18\n(sec.15-ssec.1) Every partner in a firm, other than an incorporated limited partnership, is liable jointly with the partner’s copartners and also severally for everything for which the firm, while he or she is a partner in the firm, becomes liable under either section 13 or 14 .\n(sec.15-ssec.2) Every general partner in an incorporated limited partnership is liable jointly with the other general partners in the incorporated limited partnership and also severally for everything for which the incorporated limited partnership, while the general partner is a general partner in the incorporated limited partnership, becomes liable under section 13 (3) or 14 (2) .\n(sec.15-ssec.3) Despite subsection (2) , a general partner in an incorporated limited partnership is only liable for any liability of the incorporated limited partnership referred to in the subsection— to the extent the incorporated limited partnership is unable to satisfy the liability; or to a greater extent provided by the partnership agreement.\n- (a) to the extent the incorporated limited partnership is unable to satisfy the liability; or\n- (b) to a greater extent provided by the partnership agreement.","sortOrder":20},{"sectionNumber":"sec.16","sectionType":"section","heading":"Improper employment of trust property for partnership purposes","content":"### sec.16 Improper employment of trust property for partnership purposes\n\nIf a partner in a firm, other than an incorporated limited partnership, being a trustee, improperly employs trust property in the business or on the account of the partnership, no other partner is liable for the trust property to the persons beneficially interested in it.\nHowever—\nsubsection (1) does not affect any liability incurred by any partner by reason of the partner’s having notice of a breach of trust; and\nnothing in subsection (1) prevents trust money from being followed and recovered from the firm if still in its possession or under its control.\nIf a general partner in an incorporated limited partnership, being a trustee, improperly employs trust property in the business or on the account of the partnership, neither the partnership nor any other partner is liable for the trust property to the persons beneficially interested in it.\nHowever—\nsubsection (3) does not affect any liability incurred by any partner in the incorporated limited partnership by reason of the partner’s having notice of a breach of trust; and\nnothing in subsection (3) prevents trust money from being followed and recovered from the incorporated limited partnership if still in its possession or under its control.\ns 16 amd 2004 No. 29 s 19\n(sec.16-ssec.1) If a partner in a firm, other than an incorporated limited partnership, being a trustee, improperly employs trust property in the business or on the account of the partnership, no other partner is liable for the trust property to the persons beneficially interested in it.\n(sec.16-ssec.2) However— subsection (1) does not affect any liability incurred by any partner by reason of the partner’s having notice of a breach of trust; and nothing in subsection (1) prevents trust money from being followed and recovered from the firm if still in its possession or under its control.\n(sec.16-ssec.3) If a general partner in an incorporated limited partnership, being a trustee, improperly employs trust property in the business or on the account of the partnership, neither the partnership nor any other partner is liable for the trust property to the persons beneficially interested in it.\n(sec.16-ssec.4) However— subsection (3) does not affect any liability incurred by any partner in the incorporated limited partnership by reason of the partner’s having notice of a breach of trust; and nothing in subsection (3) prevents trust money from being followed and recovered from the incorporated limited partnership if still in its possession or under its control.\n- (a) subsection (1) does not affect any liability incurred by any partner by reason of the partner’s having notice of a breach of trust; and\n- (b) nothing in subsection (1) prevents trust money from being followed and recovered from the firm if still in its possession or under its control.\n- (a) subsection (3) does not affect any liability incurred by any partner in the incorporated limited partnership by reason of the partner’s having notice of a breach of trust; and\n- (b) nothing in subsection (3) prevents trust money from being followed and recovered from the incorporated limited partnership if still in its possession or under its control.","sortOrder":21},{"sectionNumber":"sec.17","sectionType":"section","heading":"Persons liable by ‘holding out’","content":"### sec.17 Persons liable by ‘holding out’\n\nEveryone who by words spoken or written or by conduct represents himself or herself, or who knowingly suffers himself or herself to be represented, as a partner in a particular firm that is a firm other than a limited partnership or incorporated limited partnership, is liable as a partner to any one who has on the faith of the representation given credit to the firm, whether the representation has or has not been made or communicated to the person so giving credit by or with the knowledge of the apparent partner making the representation or suffering it to be made.\nEveryone who by words spoken or written or by conduct represents himself or herself, or who knowingly suffers himself or herself to be represented, as a general partner in a particular firm that is a limited partnership or an incorporated limited partnership is liable as a general partner to anyone who has on the faith of the representation given credit to the firm, whether the representation has or has not been made or communicated to the person so giving credit by or with the knowledge of the apparent general partner making the representation or suffering it to be made.\nIf after a partner’s death the partnership business is continued in the old firm-name, the continued use of that name or of the deceased partner’s name as part of that name does not of itself make the deceased partner’s executors or administrators estate or effects liable under subsection (1) or (2) for any partnership debts contracted after the partner’s death.\ns 17 amd 2004 No. 29 s 20\n(sec.17-ssec.1) Everyone who by words spoken or written or by conduct represents himself or herself, or who knowingly suffers himself or herself to be represented, as a partner in a particular firm that is a firm other than a limited partnership or incorporated limited partnership, is liable as a partner to any one who has on the faith of the representation given credit to the firm, whether the representation has or has not been made or communicated to the person so giving credit by or with the knowledge of the apparent partner making the representation or suffering it to be made.\n(sec.17-ssec.2) Everyone who by words spoken or written or by conduct represents himself or herself, or who knowingly suffers himself or herself to be represented, as a general partner in a particular firm that is a limited partnership or an incorporated limited partnership is liable as a general partner to anyone who has on the faith of the representation given credit to the firm, whether the representation has or has not been made or communicated to the person so giving credit by or with the knowledge of the apparent general partner making the representation or suffering it to be made.\n(sec.17-ssec.3) If after a partner’s death the partnership business is continued in the old firm-name, the continued use of that name or of the deceased partner’s name as part of that name does not of itself make the deceased partner’s executors or administrators estate or effects liable under subsection (1) or (2) for any partnership debts contracted after the partner’s death.","sortOrder":22},{"sectionNumber":"sec.18","sectionType":"section","heading":"Admissions and representations of partners","content":"### sec.18 Admissions and representations of partners\n\nAn admission or representation made by any partner in a firm other than a limited partnership or incorporated limited partnership concerning the partnership affairs, and in the ordinary course of its business, is evidence against the firm.\nAn admission or representation made by any general partner in a limited partnership or incorporated limited partnership concerning the partnership affairs, and in the ordinary course of its business, is evidence against the firm.\ns 18 amd 2004 No. 29 s 21\n(sec.18-ssec.1) An admission or representation made by any partner in a firm other than a limited partnership or incorporated limited partnership concerning the partnership affairs, and in the ordinary course of its business, is evidence against the firm.\n(sec.18-ssec.2) An admission or representation made by any general partner in a limited partnership or incorporated limited partnership concerning the partnership affairs, and in the ordinary course of its business, is evidence against the firm.","sortOrder":23},{"sectionNumber":"sec.19","sectionType":"section","heading":"Notice to acting partner to be notice to the firm","content":"### sec.19 Notice to acting partner to be notice to the firm\n\nNotice to any partner in a firm, other than a limited partnership or incorporated limited partnership, who habitually acts in the partnership business of any matter relating to partnership affairs operates as notice to the firm, except in the case of a fraud on the firm committed by or with the consent of that partner.\nNotice to any general partner in a limited partnership or incorporated limited partnership who habitually acts in the partnership business of any matter relating to partnership affairs operates as notice to the firm, except in the case of a fraud on the firm committed by or with the consent of that partner.\ns 19 amd 2004 No. 29 s 22\n(sec.19-ssec.1) Notice to any partner in a firm, other than a limited partnership or incorporated limited partnership, who habitually acts in the partnership business of any matter relating to partnership affairs operates as notice to the firm, except in the case of a fraud on the firm committed by or with the consent of that partner.\n(sec.19-ssec.2) Notice to any general partner in a limited partnership or incorporated limited partnership who habitually acts in the partnership business of any matter relating to partnership affairs operates as notice to the firm, except in the case of a fraud on the firm committed by or with the consent of that partner.","sortOrder":24},{"sectionNumber":"sec.20","sectionType":"section","heading":"Liabilities of incoming and outgoing partners","content":"### sec.20 Liabilities of incoming and outgoing partners\n\nA person who is admitted as a partner into an existing firm, other than a limited partnership or incorporated limited partnership, does not by that admission alone become liable for anything done before the person became a partner.\nA person who is admitted as a general partner into an existing limited partnership or incorporated limited partnership does not by that admission alone become liable for anything done before the person became a general partner.\nA partner who retires from a firm, other than a limited partnership or incorporated limited partnership, does not by that retirement alone cease to be liable for partnership debts and obligations incurred before the partner’s retirement.\nA partner who retires from a limited partnership or incorporated limited partnership does not by that retirement alone cease to be liable for liabilities of the firm incurred before the partner’s retirement for which the partner was liable.\nA retiring partner in a firm, other than a limited partnership or incorporated limited partnership, may be discharged from any existing liabilities by an agreement to that effect between the partner and the members of the firm as newly constituted and the creditors, and this agreement may be either expressed or inferred as a fact from the course of dealing between the creditors and the firm as newly constituted.\nA retiring partner in a limited partnership or incorporated limited partnership may be discharged from any existing liabilities by an agreement to that effect between the partner and the firm and the creditors, and this agreement may be either expressed or inferred as a fact from the course of dealing between the creditors and the firm.\ns 20 sub 2004 No. 29 s 23\n(sec.20-ssec.1) A person who is admitted as a partner into an existing firm, other than a limited partnership or incorporated limited partnership, does not by that admission alone become liable for anything done before the person became a partner.\n(sec.20-ssec.2) A person who is admitted as a general partner into an existing limited partnership or incorporated limited partnership does not by that admission alone become liable for anything done before the person became a general partner.\n(sec.20-ssec.3) A partner who retires from a firm, other than a limited partnership or incorporated limited partnership, does not by that retirement alone cease to be liable for partnership debts and obligations incurred before the partner’s retirement.\n(sec.20-ssec.4) A partner who retires from a limited partnership or incorporated limited partnership does not by that retirement alone cease to be liable for liabilities of the firm incurred before the partner’s retirement for which the partner was liable.\n(sec.20-ssec.5) A retiring partner in a firm, other than a limited partnership or incorporated limited partnership, may be discharged from any existing liabilities by an agreement to that effect between the partner and the members of the firm as newly constituted and the creditors, and this agreement may be either expressed or inferred as a fact from the course of dealing between the creditors and the firm as newly constituted.\n(sec.20-ssec.6) A retiring partner in a limited partnership or incorporated limited partnership may be discharged from any existing liabilities by an agreement to that effect between the partner and the firm and the creditors, and this agreement may be either expressed or inferred as a fact from the course of dealing between the creditors and the firm.","sortOrder":25},{"sectionNumber":"sec.21","sectionType":"section","heading":"Revocation of continuing guaranty by change in firm","content":"### sec.21 Revocation of continuing guaranty by change in firm\n\nA continuing guaranty given either to a firm or to a third person in relation to the transactions of a firm is, in the absence of agreement to the contrary, revoked as to future transactions by any change in the constitution of the firm to which, or of the firm in relation to the transactions of which, the guaranty was given.\nThis section does not apply in relation to an incorporated limited partnership.\ns 21 amd 2004 No. 29 s 24\nhdg prec s 22 om 2004 No. 29 s 25\n(sec.21-ssec.1) A continuing guaranty given either to a firm or to a third person in relation to the transactions of a firm is, in the absence of agreement to the contrary, revoked as to future transactions by any change in the constitution of the firm to which, or of the firm in relation to the transactions of which, the guaranty was given.\n(sec.21-ssec.2) This section does not apply in relation to an incorporated limited partnership.","sortOrder":26},{"sectionNumber":"ch.2-pt.3","sectionType":"part","heading":"Relations of partners to one another","content":"# Relations of partners to one another","sortOrder":27},{"sectionNumber":"sec.22","sectionType":"section","heading":"Variation by consent of terms of partnership","content":"### sec.22 Variation by consent of terms of partnership\n\nThe mutual rights and duties of partners, whether ascertained by agreement or defined by this Act, may be varied by the consent of all the partners, and that consent may be either express or inferred from a course of dealing.\ns 22 amd 2004 No. 29 s 3 sch 1","sortOrder":28},{"sectionNumber":"sec.23","sectionType":"section","heading":"Partnership property of firms other than incorporated limited partnerships","content":"### sec.23 Partnership property of firms other than incorporated limited partnerships\n\nAll property and rights and interests in property originally brought into the partnership stock or acquired, whether by purchase or otherwise, on account of the firm, or for the purposes and in the course of the partnership business ( partnership property ) must be held and applied by the partners exclusively for the purposes of the partnership and in accordance with the partnership agreement.\nHowever, the legal estate or interest in any land which belongs to the partnership is to devolve according to the nature and tenure of the estate or interest, and the general rules of law applying to the estate or interest, but in trust, so far as necessary, for the persons beneficially interested in the land under this section.\nIf co-owners of an estate or interest in any land not being itself partnership property are partners as to profits made by the use of that land, and purchase other land out of the profits to be used in like manner, the land so purchased belongs to them, in the absence of an agreement to the contrary, not as partners, but as co-owners for the same respective estates and interests as are held by them in the land first mentioned at the date of the purchase.\nThis section does not apply in relation to an incorporated limited partnership.\ns 23 amd 2004 No. 29 s 26\n(sec.23-ssec.1) All property and rights and interests in property originally brought into the partnership stock or acquired, whether by purchase or otherwise, on account of the firm, or for the purposes and in the course of the partnership business ( partnership property ) must be held and applied by the partners exclusively for the purposes of the partnership and in accordance with the partnership agreement.\n(sec.23-ssec.2) However, the legal estate or interest in any land which belongs to the partnership is to devolve according to the nature and tenure of the estate or interest, and the general rules of law applying to the estate or interest, but in trust, so far as necessary, for the persons beneficially interested in the land under this section.\n(sec.23-ssec.3) If co-owners of an estate or interest in any land not being itself partnership property are partners as to profits made by the use of that land, and purchase other land out of the profits to be used in like manner, the land so purchased belongs to them, in the absence of an agreement to the contrary, not as partners, but as co-owners for the same respective estates and interests as are held by them in the land first mentioned at the date of the purchase.\n(sec.23-ssec.4) This section does not apply in relation to an incorporated limited partnership.","sortOrder":29},{"sectionNumber":"sec.23A","sectionType":"section","heading":"Partnership property of incorporated limited partnership","content":"### sec.23A Partnership property of incorporated limited partnership\n\nAll property, and rights and interests in property, acquired, whether by purchase or otherwise, on account of an incorporated limited partnership, or for the purposes and in the course of the business of the partnership, are called in this Act partnership property, and must be applied by the partnership exclusively for the purposes of the partnership.\nNo partner in an incorporated limited partnership, only because of being a partner in the partnership, has any legal or beneficial interest in its partnership property.\ns 23A ins 2004 No. 29 s 27\n(sec.23A-ssec.1) All property, and rights and interests in property, acquired, whether by purchase or otherwise, on account of an incorporated limited partnership, or for the purposes and in the course of the business of the partnership, are called in this Act partnership property, and must be applied by the partnership exclusively for the purposes of the partnership.\n(sec.23A-ssec.2) No partner in an incorporated limited partnership, only because of being a partner in the partnership, has any legal or beneficial interest in its partnership property.","sortOrder":30},{"sectionNumber":"sec.24","sectionType":"section","heading":"Property bought with partnership money","content":"### sec.24 Property bought with partnership money\n\nUnless the contrary intention appears, property bought with money belonging to the firm is deemed to have been bought on account of the firm.","sortOrder":31},{"sectionNumber":"sec.25","sectionType":"section","heading":"Conversion into personal estate of land held as partnership property","content":"### sec.25 Conversion into personal estate of land held as partnership property\n\nIf land has become partnership property, unless the contrary intention appears, it is to be treated as between the partners (including the representatives of a deceased partner), and also as between the representatives of a deceased partner, as personal and not real estate.\nThis section does not apply in relation to an incorporated limited partnership.\ns 25 amd 2004 No. 29 s 28\n(sec.25-ssec.1) If land has become partnership property, unless the contrary intention appears, it is to be treated as between the partners (including the representatives of a deceased partner), and also as between the representatives of a deceased partner, as personal and not real estate.\n(sec.25-ssec.2) This section does not apply in relation to an incorporated limited partnership.","sortOrder":32},{"sectionNumber":"sec.26","sectionType":"section","heading":"Procedure against partnership property for a partner’s separate judgment debt","content":"### sec.26 Procedure against partnership property for a partner’s separate judgment debt\n\nAn enforcement warrant can not issue against any partnership property except on a judgment against the firm.\nThe court may, on the application of any judgment creditor of a partner, make an order charging that partner’s interest in the partnership property and profits with payment of the amount of the judgment debt and interest on the judgment debt, and may by the same or a subsequent order appoint a receiver of that partner’s share of profits (whether already declared or accruing), and of any other money which may be coming to the partner in relation to the partnership, and direct all accounts and inquiries, and give all other orders and directions which might have been directed or given if the charge had been made in favour of the judgment creditor by the partner, or which the circumstances of the case may require.\nThe other partner or partners are at liberty at any time to redeem the interest charged, or in case of a sale being directed, to purchase the same.\nSubsections (2) and (3) do not apply in relation to an incorporated limited partnership.\ns 26 amd 2004 No. 29 s 29\n(sec.26-ssec.1) An enforcement warrant can not issue against any partnership property except on a judgment against the firm.\n(sec.26-ssec.2) The court may, on the application of any judgment creditor of a partner, make an order charging that partner’s interest in the partnership property and profits with payment of the amount of the judgment debt and interest on the judgment debt, and may by the same or a subsequent order appoint a receiver of that partner’s share of profits (whether already declared or accruing), and of any other money which may be coming to the partner in relation to the partnership, and direct all accounts and inquiries, and give all other orders and directions which might have been directed or given if the charge had been made in favour of the judgment creditor by the partner, or which the circumstances of the case may require.\n(sec.26-ssec.3) The other partner or partners are at liberty at any time to redeem the interest charged, or in case of a sale being directed, to purchase the same.\n(sec.26-ssec.4) Subsections (2) and (3) do not apply in relation to an incorporated limited partnership.","sortOrder":33},{"sectionNumber":"sec.27","sectionType":"section","heading":"Rules as to interests and duties of partners subject to special agreement","content":"### sec.27 Rules as to interests and duties of partners subject to special agreement\n\nThe interests of partners in the partnership property and their rights and duties in relation to the partnership must be decided, subject to any agreement express or implied between the partners, by the following rules—\nall the partners are entitled to share equally in the capital and profits of the business, and must contribute equally towards the losses whether of capital or otherwise sustained by the firm;\nthe firm must indemnify every partner in relation to payments made and personal liabilities incurred by the partner—\nin the ordinary and proper conduct of the business of the firm; or\nin or about anything necessarily done for the preservation of the business or property of the firm;\na partner making for the purpose of the partnership, any actual payment or advance beyond the amount of capital which the partner has agreed to subscribe, is entitled to interest at the rate of 6% per annum from the date of the payment or advance;\na partner is not entitled, before the ascertainment of profits, to interest on the capital subscribed by the partner;\nevery partner may take part in the management of the partnership business;\nno partner is entitled to remuneration for acting in the partnership business;\nno person may be introduced as a partner without the consent of all existing partners;\nany difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners, but no change may be made in the nature of the partnership business without the consent of all existing partners;\nthe partnership books are to be kept at the place of business of the partnership (or the principal place, if there is more than 1), and every partner may, if the partner thinks fit, have access to and inspect and copy any of them.\nThis section does not apply in relation to an incorporated limited partnership.\ns 27 amd 2004 No. 29 s 30\n(sec.27-ssec.1) The interests of partners in the partnership property and their rights and duties in relation to the partnership must be decided, subject to any agreement express or implied between the partners, by the following rules— all the partners are entitled to share equally in the capital and profits of the business, and must contribute equally towards the losses whether of capital or otherwise sustained by the firm; the firm must indemnify every partner in relation to payments made and personal liabilities incurred by the partner— in the ordinary and proper conduct of the business of the firm; or in or about anything necessarily done for the preservation of the business or property of the firm; a partner making for the purpose of the partnership, any actual payment or advance beyond the amount of capital which the partner has agreed to subscribe, is entitled to interest at the rate of 6% per annum from the date of the payment or advance; a partner is not entitled, before the ascertainment of profits, to interest on the capital subscribed by the partner; every partner may take part in the management of the partnership business; no partner is entitled to remuneration for acting in the partnership business; no person may be introduced as a partner without the consent of all existing partners; any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners, but no change may be made in the nature of the partnership business without the consent of all existing partners; the partnership books are to be kept at the place of business of the partnership (or the principal place, if there is more than 1), and every partner may, if the partner thinks fit, have access to and inspect and copy any of them.\n(sec.27-ssec.2) This section does not apply in relation to an incorporated limited partnership.\n- (a) all the partners are entitled to share equally in the capital and profits of the business, and must contribute equally towards the losses whether of capital or otherwise sustained by the firm;\n- (b) the firm must indemnify every partner in relation to payments made and personal liabilities incurred by the partner— (i) in the ordinary and proper conduct of the business of the firm; or (ii) in or about anything necessarily done for the preservation of the business or property of the firm;\n- (i) in the ordinary and proper conduct of the business of the firm; or\n- (ii) in or about anything necessarily done for the preservation of the business or property of the firm;\n- (c) a partner making for the purpose of the partnership, any actual payment or advance beyond the amount of capital which the partner has agreed to subscribe, is entitled to interest at the rate of 6% per annum from the date of the payment or advance;\n- (d) a partner is not entitled, before the ascertainment of profits, to interest on the capital subscribed by the partner;\n- (e) every partner may take part in the management of the partnership business;\n- (f) no partner is entitled to remuneration for acting in the partnership business;\n- (g) no person may be introduced as a partner without the consent of all existing partners;\n- (h) any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners, but no change may be made in the nature of the partnership business without the consent of all existing partners;\n- (i) the partnership books are to be kept at the place of business of the partnership (or the principal place, if there is more than 1), and every partner may, if the partner thinks fit, have access to and inspect and copy any of them.\n- (i) in the ordinary and proper conduct of the business of the firm; or\n- (ii) in or about anything necessarily done for the preservation of the business or property of the firm;","sortOrder":34},{"sectionNumber":"sec.28","sectionType":"section","heading":"Expulsion of partner","content":"### sec.28 Expulsion of partner\n\nA majority of the partners can not expel a partner unless a power to do so has been conferred by express agreement between the partners.","sortOrder":35},{"sectionNumber":"sec.29","sectionType":"section","heading":"Retirement from partnership at will","content":"### sec.29 Retirement from partnership at will\n\nIf no fixed term has been agreed upon for the duration of the partnership, any partner may determine the partnership at any time on giving notice of the partner’s intention so to do to all the other partners.\nIf the partnership has originally been constituted by deed, a notice in writing, signed by the partner giving it, is sufficient for this purpose.\nThis section does not apply in relation to an incorporated limited partnership.\ns 29 amd 2004 No. 29 s 31\n(sec.29-ssec.1) If no fixed term has been agreed upon for the duration of the partnership, any partner may determine the partnership at any time on giving notice of the partner’s intention so to do to all the other partners.\n(sec.29-ssec.2) If the partnership has originally been constituted by deed, a notice in writing, signed by the partner giving it, is sufficient for this purpose.\n(sec.29-ssec.3) This section does not apply in relation to an incorporated limited partnership.","sortOrder":36},{"sectionNumber":"sec.30","sectionType":"section","heading":"If partnership for term is continued over, continuance on old terms presumed","content":"### sec.30 If partnership for term is continued over, continuance on old terms presumed\n\nIf a partnership entered into for a fixed term is continued after the term has expired, and without any express new agreement, the rights and duties of the partners remain the same as they were at the expiration of the term, so far as is consistent with the incidents of a partnership at will.\nA continuance of the business by the partners or those of them who habitually acted in the business during the term, without any settlement or liquidation of the partnership affairs, is presumed to be a continuance of the partnership.\nThis section does not apply in relation to an incorporated limited partnership.\ns 30 amd 2004 No. 29 s 32\n(sec.30-ssec.1) If a partnership entered into for a fixed term is continued after the term has expired, and without any express new agreement, the rights and duties of the partners remain the same as they were at the expiration of the term, so far as is consistent with the incidents of a partnership at will.\n(sec.30-ssec.2) A continuance of the business by the partners or those of them who habitually acted in the business during the term, without any settlement or liquidation of the partnership affairs, is presumed to be a continuance of the partnership.\n(sec.30-ssec.3) This section does not apply in relation to an incorporated limited partnership.","sortOrder":37},{"sectionNumber":"sec.31","sectionType":"section","heading":"Duty of partners to render accounts etc.","content":"### sec.31 Duty of partners to render accounts etc.\n\nPartners in a firm, other than an incorporated limited partnership, are bound to render true accounts and full information of all things affecting the partnership to any partner or his or her legal representatives.\nAn incorporated limited partnership is, subject to the partnership agreement, bound to render true accounts and full information of all things affecting the partnership to any partner or the partner’s legal representatives.\ns 31 amd 2004 No. 29 s 33\n(sec.31-ssec.1) Partners in a firm, other than an incorporated limited partnership, are bound to render true accounts and full information of all things affecting the partnership to any partner or his or her legal representatives.\n(sec.31-ssec.2) An incorporated limited partnership is, subject to the partnership agreement, bound to render true accounts and full information of all things affecting the partnership to any partner or the partner’s legal representatives.","sortOrder":38},{"sectionNumber":"sec.32","sectionType":"section","heading":"Accountability of partners for private profits","content":"### sec.32 Accountability of partners for private profits\n\nEvery partner must account to the firm for any benefit derived by the partner without the consent of the other partners from any transaction concerning the partnership, or from any use by the partner of the partnership property name or business connection.\nThis section applies also to transactions undertaken after a partnership has been dissolved by the death of a partner, and before the affairs of the partnership have been completely wound up, either by any surviving partner or by the representatives of the deceased partner.\nThis section does not apply in relation to an incorporated limited partnership.\ns 32 amd 2004 No. 29 s 34\n(sec.32-ssec.1) Every partner must account to the firm for any benefit derived by the partner without the consent of the other partners from any transaction concerning the partnership, or from any use by the partner of the partnership property name or business connection.\n(sec.32-ssec.2) This section applies also to transactions undertaken after a partnership has been dissolved by the death of a partner, and before the affairs of the partnership have been completely wound up, either by any surviving partner or by the representatives of the deceased partner.\n(sec.32-ssec.3) This section does not apply in relation to an incorporated limited partnership.","sortOrder":39},{"sectionNumber":"sec.33","sectionType":"section","heading":"Duty of partner not to compete with firm","content":"### sec.33 Duty of partner not to compete with firm\n\nIf a partner, without the consent of the other partners, carries on any business of the same nature as and competing with that of the firm, the partner must account for and pay over to the firm all profits made by him or her in that business.\nThis section does not apply in relation to an incorporated limited partnership.\ns 33 amd 2004 No. 29 s 35\n(sec.33-ssec.1) If a partner, without the consent of the other partners, carries on any business of the same nature as and competing with that of the firm, the partner must account for and pay over to the firm all profits made by him or her in that business.\n(sec.33-ssec.2) This section does not apply in relation to an incorporated limited partnership.","sortOrder":40},{"sectionNumber":"sec.34","sectionType":"section","heading":"Rights of assignee of share in partnership","content":"### sec.34 Rights of assignee of share in partnership\n\nAn assignment by any partner of his or her share in the partnership, either absolute or by way of mortgage or redeemable charge, does not, as against the other partners, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any accounts of the partnership transactions, or to inspect the partnership books, but entitles the assignee only to receive the share of profits to which the assigning partner would otherwise be entitled, and the assignee must, except in case of fraud, accept the account of profits agreed to by the partners.\nIn case of a dissolution of the partnership, whether in relation to all the partners or in relation to the assigning partner, the assignee is entitled to receive the share of the partnership assets to which the assigning partner is entitled as between the assigning partner and the other partners, and, for the purpose of ascertaining that share, to an account as from the date of the dissolution.\nThis section does not apply in relation to an incorporated limited partnership.\ns 34 amd 2004 No. 29 s 36\n(sec.34-ssec.1) An assignment by any partner of his or her share in the partnership, either absolute or by way of mortgage or redeemable charge, does not, as against the other partners, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any accounts of the partnership transactions, or to inspect the partnership books, but entitles the assignee only to receive the share of profits to which the assigning partner would otherwise be entitled, and the assignee must, except in case of fraud, accept the account of profits agreed to by the partners.\n(sec.34-ssec.2) In case of a dissolution of the partnership, whether in relation to all the partners or in relation to the assigning partner, the assignee is entitled to receive the share of the partnership assets to which the assigning partner is entitled as between the assigning partner and the other partners, and, for the purpose of ascertaining that share, to an account as from the date of the dissolution.\n(sec.34-ssec.3) This section does not apply in relation to an incorporated limited partnership.","sortOrder":41},{"sectionNumber":"ch.2-pt.4","sectionType":"part","heading":"Dissolution of partnership and its consequences","content":"# Dissolution of partnership and its consequences","sortOrder":42},{"sectionNumber":"sec.34A","sectionType":"section","heading":"Part does not apply to incorporated limited partnerships","content":"### sec.34A Part does not apply to incorporated limited partnerships\n\nThis part does not apply in relation to an incorporated limited partnership.\ns 34A ins 2004 No. 29 s 37\nhdg prec s 35 om 2004 No. 29 s 37","sortOrder":43},{"sectionNumber":"sec.35","sectionType":"section","heading":"Dissolution by expiration or notice","content":"### sec.35 Dissolution by expiration or notice\n\nSubject to any agreement between the partners, a partnership is dissolved—\nif entered into for a fixed term—by the expiration of that term;\nif entered into for a single adventure or undertaking—by the termination of that adventure or undertaking;\nif entered into for an undefined time—by any partner giving notice to the other or others of the partner’s intention to dissolve the partnership.\nIn the last mentioned case the partnership is dissolved as from the date mentioned in the notice as the date of dissolution, or, if no date is so mentioned, as from the date of the communication of the notice.\n(sec.35-ssec.1) Subject to any agreement between the partners, a partnership is dissolved— if entered into for a fixed term—by the expiration of that term; if entered into for a single adventure or undertaking—by the termination of that adventure or undertaking; if entered into for an undefined time—by any partner giving notice to the other or others of the partner’s intention to dissolve the partnership.\n(sec.35-ssec.2) In the last mentioned case the partnership is dissolved as from the date mentioned in the notice as the date of dissolution, or, if no date is so mentioned, as from the date of the communication of the notice.\n- (a) if entered into for a fixed term—by the expiration of that term;\n- (b) if entered into for a single adventure or undertaking—by the termination of that adventure or undertaking;\n- (c) if entered into for an undefined time—by any partner giving notice to the other or others of the partner’s intention to dissolve the partnership.","sortOrder":44},{"sectionNumber":"sec.36","sectionType":"section","heading":"Dissolution by insolvency, death, or charge","content":"### sec.36 Dissolution by insolvency, death, or charge\n\nSubject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death or insolvency of any partner.\nA partnership may, at the option of the other partners, be dissolved if any partner suffers his or her share of the partnership property to be charged under this Act for the partner’s separate debt.\n(sec.36-ssec.1) Subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death or insolvency of any partner.\n(sec.36-ssec.2) A partnership may, at the option of the other partners, be dissolved if any partner suffers his or her share of the partnership property to be charged under this Act for the partner’s separate debt.","sortOrder":45},{"sectionNumber":"sec.37","sectionType":"section","heading":"Dissolution by illegality of partnership","content":"### sec.37 Dissolution by illegality of partnership\n\nA partnership is in every case dissolved by the happening of any event which makes it unlawful for the business of the firm to be carried on or for the members of the firm to carry it on in partnership.","sortOrder":46},{"sectionNumber":"sec.38","sectionType":"section","heading":"Dissolution by the court","content":"### sec.38 Dissolution by the court\n\nOn application by a partner the court may decree a dissolution of the partnership in any of the following cases—\nif a partner is shown to the satisfaction of the court to be of permanently unsound mind, in which case the application may be made as well on behalf of that partner by his or her committee or next friend or person having title to intervene as by any other partner;\nif a partner, other than the partner suing, becomes in any other way permanently incapable of performing his or her part of the partnership contract;\nif a partner, other than the partner suing, has been guilty of conduct that, in the opinion of the court, regard being had to the nature of the business, is calculated to prejudicially affect the carrying on of the business;\nif a partner, other than the partner suing, wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself or herself in matters relating to the partnership business that it is not reasonably practicable for the other partner or partners to carry on the business in partnership with the partner;\nif the business of the partnership can only be carried on at a loss;\nif in any case circumstances have arisen which, in the opinion of the court, render it just and equitable that the partnership be dissolved.\ns 38 amd 2004 No. 29 s 3 sch 1\n- (a) if a partner is shown to the satisfaction of the court to be of permanently unsound mind, in which case the application may be made as well on behalf of that partner by his or her committee or next friend or person having title to intervene as by any other partner;\n- (b) if a partner, other than the partner suing, becomes in any other way permanently incapable of performing his or her part of the partnership contract;\n- (c) if a partner, other than the partner suing, has been guilty of conduct that, in the opinion of the court, regard being had to the nature of the business, is calculated to prejudicially affect the carrying on of the business;\n- (d) if a partner, other than the partner suing, wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself or herself in matters relating to the partnership business that it is not reasonably practicable for the other partner or partners to carry on the business in partnership with the partner;\n- (e) if the business of the partnership can only be carried on at a loss;\n- (f) if in any case circumstances have arisen which, in the opinion of the court, render it just and equitable that the partnership be dissolved.","sortOrder":47},{"sectionNumber":"sec.39","sectionType":"section","heading":"Rights of persons dealing with firm against apparent members of firm","content":"### sec.39 Rights of persons dealing with firm against apparent members of firm\n\nIf a person deals with a firm after a change in its constitution the person is entitled to treat all apparent members of the old firm as still being members of the firm until the person has notice of the change.\nAn advertisement in the gazette is notice to persons who have not had dealings with the firm before the date of the dissolution or change so advertised.\nThe estate of a partner who dies or who becomes insolvent, or of a partner who, not having been known to the person dealing with the firm to be a partner, retires from the firm, is not liable for partnership debts contracted after the date of the death, insolvency, or retirement respectively.\ns 39 amd 2004 No. 29 s 3 sch 1\n(sec.39-ssec.1) If a person deals with a firm after a change in its constitution the person is entitled to treat all apparent members of the old firm as still being members of the firm until the person has notice of the change.\n(sec.39-ssec.2) An advertisement in the gazette is notice to persons who have not had dealings with the firm before the date of the dissolution or change so advertised.\n(sec.39-ssec.3) The estate of a partner who dies or who becomes insolvent, or of a partner who, not having been known to the person dealing with the firm to be a partner, retires from the firm, is not liable for partnership debts contracted after the date of the death, insolvency, or retirement respectively.","sortOrder":48},{"sectionNumber":"sec.40","sectionType":"section","heading":"Right of partners to notify dissolution","content":"### sec.40 Right of partners to notify dissolution\n\nOn the dissolution of a partnership or retirement of a partner any partner may publicly notify the same, and may require the other partner or partners to concur for that purpose in all necessary or proper acts (if any) which can not be done without his, her or their concurrence.","sortOrder":49},{"sectionNumber":"sec.41","sectionType":"section","heading":"Continuing authority of partners for purposes of winding up","content":"### sec.41 Continuing authority of partners for purposes of winding up\n\nAfter the dissolution of a partnership the authority of each partner to bind the firm, and the other rights and obligations of the partners, continue notwithstanding the dissolution so far as may be necessary to wind up the affairs of the partnership, and to complete transactions begun but unfinished at the time of the dissolution, but not otherwise.\nHowever, the firm is in no case bound by the acts of a partner who has become insolvent, but this subsection does not affect the liability of any person who has after the insolvency represented himself or herself or knowingly suffered himself or herself to be represented as a partner of the insolvent.\n(sec.41-ssec.1) After the dissolution of a partnership the authority of each partner to bind the firm, and the other rights and obligations of the partners, continue notwithstanding the dissolution so far as may be necessary to wind up the affairs of the partnership, and to complete transactions begun but unfinished at the time of the dissolution, but not otherwise.\n(sec.41-ssec.2) However, the firm is in no case bound by the acts of a partner who has become insolvent, but this subsection does not affect the liability of any person who has after the insolvency represented himself or herself or knowingly suffered himself or herself to be represented as a partner of the insolvent.","sortOrder":50},{"sectionNumber":"sec.42","sectionType":"section","heading":"Rights of partners as to application of partnership property","content":"### sec.42 Rights of partners as to application of partnership property\n\nOn the dissolution of a partnership every partner is entitled, as against the other partners in the firm, and all persons claiming through them in relation to their interests as partners, to have the property of the partnership applied in payment of the debts and liabilities of the firm, and to have the surplus assets after that payment applied in payment of what may be due to the partners respectively after deducting what may be due from them as partners to the firm, and for that purpose any partner or his or her representatives may on the termination of the partnership apply to the court to wind up the business and affairs of the firm.\ns 42 amd 2004 No. 29 s 3 sch 1","sortOrder":51},{"sectionNumber":"sec.43","sectionType":"section","heading":"Apportionment of premium if partnership prematurely dissolved","content":"### sec.43 Apportionment of premium if partnership prematurely dissolved\n\nIf one partner has paid a premium to another on entering into a partnership for a fixed term, and the partnership is dissolved before the expiration of that term otherwise than by the death of a partner, the court may order that repayment of the premium, or of such part of the premium as it thinks just, having regard to the terms of the partnership contract and to the length of time during which the partnership has continued, unless—\nthe dissolution is, in the judgment of the court, wholly or chiefly due to the misconduct of the partner who paid the premium; or\nthe partnership has been dissolved by an agreement containing no provision for a return of any part of the premium.\ns 43 amd 2004 No. 29 s 3 sch 1\n- (a) the dissolution is, in the judgment of the court, wholly or chiefly due to the misconduct of the partner who paid the premium; or\n- (b) the partnership has been dissolved by an agreement containing no provision for a return of any part of the premium.","sortOrder":52},{"sectionNumber":"sec.44","sectionType":"section","heading":"Rights if partnership dissolved for fraud or misrepresentation","content":"### sec.44 Rights if partnership dissolved for fraud or misrepresentation\n\nIf a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties to the partnership contract, the party entitled to rescind is, without prejudice to any other right, entitled—\nto a lien on, or right of retention of, the surplus of the partnership assets, after satisfying the partnership liabilities, for any sum of money paid by the party for the purchase of a share in the partnership and for any capital contributed by the party; and\nto stand in the place of the creditors of the firm for any payments made by the party in relation to the partnership liabilities; and\nto be indemnified by the person guilty of the fraud or making the representation against all the debts and liabilities of the firm.\ns 44 amd 2004 No. 29 s 3 sch 1\n- (a) to a lien on, or right of retention of, the surplus of the partnership assets, after satisfying the partnership liabilities, for any sum of money paid by the party for the purchase of a share in the partnership and for any capital contributed by the party; and\n- (b) to stand in the place of the creditors of the firm for any payments made by the party in relation to the partnership liabilities; and\n- (c) to be indemnified by the person guilty of the fraud or making the representation against all the debts and liabilities of the firm.","sortOrder":53},{"sectionNumber":"sec.45","sectionType":"section","heading":"Right of outgoing partner in certain cases to share profits made after dissolution","content":"### sec.45 Right of outgoing partner in certain cases to share profits made after dissolution\n\nIf any member of a firm has died or otherwise ceased to be a partner, and the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and the outgoing partner or the partner’s estate, then, in the absence of any agreement to the contrary, the outgoing partner or the partner’s estate is entitled at the option of the partner or the partner’s representatives to such share of the profits made since the dissolution as the court may find to be attributable to the use of the partner’s share of the partnership assets, or to interest at the rate of 5% per annum on the amount of the partner’s share of the partnership assets.\nHowever, if by the partnership contract an option is given to surviving or continuing partners to purchase the interest of a deceased or outgoing partner, and that option is duly exercised, the estate of the deceased partner, or the outgoing partner or the partner’s estate, as the case may be, is not entitled to any further or other share of profits, but if any partner assuming to act in exercise of the option does not in all material respects comply with the terms of the option, the partner is liable to account under subsection (1) .\ns 45 amd 2004 No. 29 s 3 sch 1\n(sec.45-ssec.1) If any member of a firm has died or otherwise ceased to be a partner, and the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and the outgoing partner or the partner’s estate, then, in the absence of any agreement to the contrary, the outgoing partner or the partner’s estate is entitled at the option of the partner or the partner’s representatives to such share of the profits made since the dissolution as the court may find to be attributable to the use of the partner’s share of the partnership assets, or to interest at the rate of 5% per annum on the amount of the partner’s share of the partnership assets.\n(sec.45-ssec.2) However, if by the partnership contract an option is given to surviving or continuing partners to purchase the interest of a deceased or outgoing partner, and that option is duly exercised, the estate of the deceased partner, or the outgoing partner or the partner’s estate, as the case may be, is not entitled to any further or other share of profits, but if any partner assuming to act in exercise of the option does not in all material respects comply with the terms of the option, the partner is liable to account under subsection (1) .","sortOrder":54},{"sectionNumber":"sec.46","sectionType":"section","heading":"Retiring or deceased partner’s share to be a debt","content":"### sec.46 Retiring or deceased partner’s share to be a debt\n\nSubject to any agreement between the partners, the amount due from surviving or continuing partners to an outgoing partner or the representatives of a deceased partner in relation to the outgoing or deceased partner’s share is a debt accruing at the date of the dissolution or death.\ns 46 amd 2004 No. 29 s 3 sch 1","sortOrder":55},{"sectionNumber":"sec.47","sectionType":"section","heading":"Rule for distribution of assets on final settlement of accounts","content":"### sec.47 Rule for distribution of assets on final settlement of accounts\n\nIn settling accounts between the partners after a dissolution of partnership, the following rules are, subject to any agreement, to be observed—\nlosses, including losses and deficiencies of capital, are to be paid first out of profits, next out of capital, and lastly, if necessary, by the partners individually in the proportion in which they were entitled to share profits;\nthe assets of the firm including the sums (if any) contributed by the partners to make up losses or deficiencies of capital, are to be applied in the following manner and order—\nin paying the debts and liabilities of the firm to persons who are not partners in the firm;\nin paying to each partner rateably what is due from the firm to each partner for advances as distinguished from capital;\nin paying to each partner rateably what is due from the firm to each partner in relation to capital;\nthe ultimate residue (if any) is to be divided among the partners in the proportion in which profits are divisible.\ns 47 amd 2004 No. 29 s 3 sch 1\nhdg prec s 48 om 2004 No. 29 s 38\n- (a) losses, including losses and deficiencies of capital, are to be paid first out of profits, next out of capital, and lastly, if necessary, by the partners individually in the proportion in which they were entitled to share profits;\n- (b) the assets of the firm including the sums (if any) contributed by the partners to make up losses or deficiencies of capital, are to be applied in the following manner and order— (i) in paying the debts and liabilities of the firm to persons who are not partners in the firm; (ii) in paying to each partner rateably what is due from the firm to each partner for advances as distinguished from capital; (iii) in paying to each partner rateably what is due from the firm to each partner in relation to capital; (iv) the ultimate residue (if any) is to be divided among the partners in the proportion in which profits are divisible.\n- (i) in paying the debts and liabilities of the firm to persons who are not partners in the firm;\n- (ii) in paying to each partner rateably what is due from the firm to each partner for advances as distinguished from capital;\n- (iii) in paying to each partner rateably what is due from the firm to each partner in relation to capital;\n- (iv) the ultimate residue (if any) is to be divided among the partners in the proportion in which profits are divisible.\n- (i) in paying the debts and liabilities of the firm to persons who are not partners in the firm;\n- (ii) in paying to each partner rateably what is due from the firm to each partner for advances as distinguished from capital;\n- (iii) in paying to each partner rateably what is due from the firm to each partner in relation to capital;\n- (iv) the ultimate residue (if any) is to be divided among the partners in the proportion in which profits are divisible.","sortOrder":56},{"sectionNumber":"ch.3-pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":57},{"sectionNumber":"sec.48","sectionType":"section","heading":"Definitions for ch 3","content":"### sec.48 Definitions for ch 3\n\nIn this chapter—\ndeparture , in relation to a partner, means death, dissolution of a corporate person, insolvency or retirement.\ngeneral partner ...\ns 48 def general partner om 2004 No. 29 s 48 (3)\ninsolvency means bankruptcy in relation to a partner who is an individual and an equivalent condition in relation to a partner who is a corporate person.\nliability ...\ns 48 def liability om 2004 No. 29 s 48 (3)\nlimited partner ...\ns 48 def limited partner om 2004 No. 29 s 48 (3)\nlimited partnership ...\ns 48 def limited partnership om 1989 No. 100 s 3\nregister means the register kept by the chief executive under section 51 .\ns 48 def register amd 2004 No. 29 s 48 (4)\nregistrar ...\ns 48 def registrar sub 1992 No. 40 s 163 sch 1\nom 2004 No. 29 s 48 (5)\ns 48 (prev 1988 No. 78 s 4 ) amd 2004 No. 29 s 48 , (6)\nrenum and reloc 2004 No. 29 s 48 (7)","sortOrder":58},{"sectionNumber":"ch.3-pt.2","sectionType":"part","heading":"Formation and maintenance of limited partnerships","content":"# Formation and maintenance of limited partnerships","sortOrder":59},{"sectionNumber":"sec.49","sectionType":"section","heading":"What is a limited partnership","content":"### sec.49 What is a limited partnership\n\nA limited partnership is a partnership, other than an incorporated limited partnership—\nthat exists between 2 or more persons of whom 1 or more is or are a general partner or general partners and 1 or more is or are a limited partner or limited partners; and\nthat is formed under this chapter.\nA corporate person may be a general partner or a limited partner in a limited partnership.\ns 49 (prev 1988 No. 78 s 6 ) amd 1989 No. 100 s 4 ; 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (1)\n(sec.49-ssec.1) A limited partnership is a partnership, other than an incorporated limited partnership— that exists between 2 or more persons of whom 1 or more is or are a general partner or general partners and 1 or more is or are a limited partner or limited partners; and that is formed under this chapter.\n(sec.49-ssec.2) A corporate person may be a general partner or a limited partner in a limited partnership.\n- (a) that exists between 2 or more persons of whom 1 or more is or are a general partner or general partners and 1 or more is or are a limited partner or limited partners; and\n- (b) that is formed under this chapter.","sortOrder":60},{"sectionNumber":"sec.50","sectionType":"section","heading":"How formed","content":"### sec.50 How formed\n\nA limited partnership is formed upon registration in the office of the chief executive of a statement in the approved form signed by each person who is to be a partner in the partnership and payment to the chief executive of the prescribed fee.\nA statement referred to in subsection (1) must contain the following particulars—\nthe firm-name;\nthe full address in Queensland of the registered office of the firm;\nthe full name and address of each partner;\na statement that the partnership is to be a limited partnership;\na statement in relation to each limited partner to the effect that he or she is a limited partner whose liability to contribute is limited to the extent of an amount of money stated in the statement;\nany other particulars prescribed by regulation.\nA reference in subsection (2) to the address of a partner means—\nin the case of an individual—the individual’s principal place of residence;\nin the case of a corporate person—its registered office or principal place of business.\ns 50 (prev 1988 No. 78 s 7 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (1)\n(sec.50-ssec.1) A limited partnership is formed upon registration in the office of the chief executive of a statement in the approved form signed by each person who is to be a partner in the partnership and payment to the chief executive of the prescribed fee.\n(sec.50-ssec.2) A statement referred to in subsection (1) must contain the following particulars— the firm-name; the full address in Queensland of the registered office of the firm; the full name and address of each partner; a statement that the partnership is to be a limited partnership; a statement in relation to each limited partner to the effect that he or she is a limited partner whose liability to contribute is limited to the extent of an amount of money stated in the statement; any other particulars prescribed by regulation.\n(sec.50-ssec.3) A reference in subsection (2) to the address of a partner means— in the case of an individual—the individual’s principal place of residence; in the case of a corporate person—its registered office or principal place of business.\n- (a) the firm-name;\n- (b) the full address in Queensland of the registered office of the firm;\n- (c) the full name and address of each partner;\n- (d) a statement that the partnership is to be a limited partnership;\n- (e) a statement in relation to each limited partner to the effect that he or she is a limited partner whose liability to contribute is limited to the extent of an amount of money stated in the statement;\n- (f) any other particulars prescribed by regulation.\n- (a) in the case of an individual—the individual’s principal place of residence;\n- (b) in the case of a corporate person—its registered office or principal place of business.","sortOrder":61},{"sectionNumber":"sec.51","sectionType":"section","heading":"Register—proof of registration","content":"### sec.51 Register—proof of registration\n\nThe chief executive must keep a register of all limited partnerships.\nThe register may be kept in any form the chief executive considers appropriate that allows it to be inspected at an office of a department at Brisbane during normal office hours.\nThe chief executive must, upon registration of a statement referred to in section 50 , and may, afterwards, issue a certificate in the approved form as to the formation and composition at any time of the limited partnership to which the statement relates.\nA certificate issued under subsection (3) —\nis conclusive evidence that the limited partnership to which it refers was formed on the date of registration referred to in the certificate; and\nis evidence and, in the absence of evidence to the contrary, conclusive evidence that the partnership to which it refers consists or consisted of the general partners and limited partners named in the certificate as general partners or limited partners.\ns 51 (prev 1988 No. 78 s 8 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (1)\n(sec.51-ssec.1) The chief executive must keep a register of all limited partnerships.\n(sec.51-ssec.2) The register may be kept in any form the chief executive considers appropriate that allows it to be inspected at an office of a department at Brisbane during normal office hours.\n(sec.51-ssec.3) The chief executive must, upon registration of a statement referred to in section 50 , and may, afterwards, issue a certificate in the approved form as to the formation and composition at any time of the limited partnership to which the statement relates.\n(sec.51-ssec.4) A certificate issued under subsection (3) — is conclusive evidence that the limited partnership to which it refers was formed on the date of registration referred to in the certificate; and is evidence and, in the absence of evidence to the contrary, conclusive evidence that the partnership to which it refers consists or consisted of the general partners and limited partners named in the certificate as general partners or limited partners.\n- (a) is conclusive evidence that the limited partnership to which it refers was formed on the date of registration referred to in the certificate; and\n- (b) is evidence and, in the absence of evidence to the contrary, conclusive evidence that the partnership to which it refers consists or consisted of the general partners and limited partners named in the certificate as general partners or limited partners.","sortOrder":62},{"sectionNumber":"sec.52","sectionType":"section","heading":"Registration of changes in limited partnership","content":"### sec.52 Registration of changes in limited partnership\n\nUpon receipt by the chief executive of a notice of change in the approved form and payment of the prescribed fee the chief executive must record in the register for the limited partnership concerned a change—\nin the firm-name; or\nin the registered office of the firm; or\nconsisting in the departure from or admission to the partnership of a partner; or\nin the name or address of a partner in the partnership; or\nin the liability of a partner because of his or her becoming a limited partner instead of a general partner or a general partner instead of a limited partner or because of an alteration in the amount that the partner is liable to contribute as a limited partner; or\nin any particular referred to in section 50 (2) (f) .\nIf a result of a change notified to the chief executive would be that the partnership concerned would be so constituted as not to be capable of being a limited partnership, the chief executive must not record the change in the register, despite subsection (1) .\nA notice referred to in subsection (1) must be signed and given—\nby or on behalf of all those who are or will be partners in the partnership after the change takes effect, if the change involves the departure or admission of a partner or the alteration of the extent to which a partner is liable to contribute; or\nby or on behalf of all the general partners in the partnership at the time the change takes effect, in any case other than one referred to in paragraph (a) .\nA notice under subsection (1) that relates to the admission of a limited partner to the partnership must contain a statement to the effect that the person admitted is a limited partner whose liability to contribute is limited to the extent of an amount of money stated in the statement.\nDespite the happening of any change in relation to a limited partnership that the chief executive may record in the register (upon notice of the change) under subsection (1) —\nthis Act continues to apply to the partnership as a limited partnership; and\na continuing partner shown on the register as a limited partner continues to be a limited partner as so registered.\nIf a change of which notice may be given under subsection (1) involves the admission of a limited partner to a partnership or an alteration to the extent to which a partner in the partnership is liable to contribute, being a change arising from agreement between the partners, the change can not take effect until notice of the change has been given under subsection (1) to the chief executive and the chief executive has recorded the change in the register.\nDespite the departure of a person as a partner from a limited partnership the partner and the partner’s estate are liable as if that departure had not happened for liabilities incurred by the partnership after the partner’s departure unless and until notice of the departure has been given to the chief executive under subsection (1) for recording in the register.\nSubsection (7) does not apply in relation to liabilities incurred in dealings with a person who has notice of the departure.\nSubject to the terms of any agreement between the partners in a limited partnership, the general partners in the partnership are authorised to give any notice under this section on behalf of all the partners.\ns 52 (prev 1988 No. 78 s 9 ) amd 1989 No. 100 s 5 ; 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (1)\namd 2006 No. 10 s 89 sch 2\n(sec.52-ssec.1) Upon receipt by the chief executive of a notice of change in the approved form and payment of the prescribed fee the chief executive must record in the register for the limited partnership concerned a change— in the firm-name; or in the registered office of the firm; or consisting in the departure from or admission to the partnership of a partner; or in the name or address of a partner in the partnership; or in the liability of a partner because of his or her becoming a limited partner instead of a general partner or a general partner instead of a limited partner or because of an alteration in the amount that the partner is liable to contribute as a limited partner; or in any particular referred to in section 50 (2) (f) .\n(sec.52-ssec.2) If a result of a change notified to the chief executive would be that the partnership concerned would be so constituted as not to be capable of being a limited partnership, the chief executive must not record the change in the register, despite subsection (1) .\n(sec.52-ssec.3) A notice referred to in subsection (1) must be signed and given— by or on behalf of all those who are or will be partners in the partnership after the change takes effect, if the change involves the departure or admission of a partner or the alteration of the extent to which a partner is liable to contribute; or by or on behalf of all the general partners in the partnership at the time the change takes effect, in any case other than one referred to in paragraph (a) .\n(sec.52-ssec.4) A notice under subsection (1) that relates to the admission of a limited partner to the partnership must contain a statement to the effect that the person admitted is a limited partner whose liability to contribute is limited to the extent of an amount of money stated in the statement.\n(sec.52-ssec.5) Despite the happening of any change in relation to a limited partnership that the chief executive may record in the register (upon notice of the change) under subsection (1) — this Act continues to apply to the partnership as a limited partnership; and a continuing partner shown on the register as a limited partner continues to be a limited partner as so registered.\n(sec.52-ssec.6) If a change of which notice may be given under subsection (1) involves the admission of a limited partner to a partnership or an alteration to the extent to which a partner in the partnership is liable to contribute, being a change arising from agreement between the partners, the change can not take effect until notice of the change has been given under subsection (1) to the chief executive and the chief executive has recorded the change in the register.\n(sec.52-ssec.7) Despite the departure of a person as a partner from a limited partnership the partner and the partner’s estate are liable as if that departure had not happened for liabilities incurred by the partnership after the partner’s departure unless and until notice of the departure has been given to the chief executive under subsection (1) for recording in the register.\n(sec.52-ssec.7A) Subsection (7) does not apply in relation to liabilities incurred in dealings with a person who has notice of the departure.\n(sec.52-ssec.8) Subject to the terms of any agreement between the partners in a limited partnership, the general partners in the partnership are authorised to give any notice under this section on behalf of all the partners.\n- (a) in the firm-name; or\n- (b) in the registered office of the firm; or\n- (c) consisting in the departure from or admission to the partnership of a partner; or\n- (d) in the name or address of a partner in the partnership; or\n- (e) in the liability of a partner because of his or her becoming a limited partner instead of a general partner or a general partner instead of a limited partner or because of an alteration in the amount that the partner is liable to contribute as a limited partner; or\n- (f) in any particular referred to in section 50 (2) (f) .\n- (a) by or on behalf of all those who are or will be partners in the partnership after the change takes effect, if the change involves the departure or admission of a partner or the alteration of the extent to which a partner is liable to contribute; or\n- (b) by or on behalf of all the general partners in the partnership at the time the change takes effect, in any case other than one referred to in paragraph (a) .\n- (a) this Act continues to apply to the partnership as a limited partnership; and\n- (b) a continuing partner shown on the register as a limited partner continues to be a limited partner as so registered.","sortOrder":63},{"sectionNumber":"ch.3-pt.3","sectionType":"part","heading":"Modification of general law of partnership","content":"# Modification of general law of partnership","sortOrder":64},{"sectionNumber":"sec.53","sectionType":"section","heading":"Liability of limited partner","content":"### sec.53 Liability of limited partner\n\nA limited partner in a limited partnership is liable to contribute towards the liabilities of the firm but so as not to exceed the amount shown in relation to that limited partner in the register as the extent to which that limited partner is liable to contribute or the part of that amount that remains unpaid.\nSubject to subsection (1) , the liability of a limited partner in a limited partnership to contribute is that of a partner in a partnership that is not a limited partnership.\ns 53 (prev 1988 No. 78 s 10 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (2)\n(sec.53-ssec.1) A limited partner in a limited partnership is liable to contribute towards the liabilities of the firm but so as not to exceed the amount shown in relation to that limited partner in the register as the extent to which that limited partner is liable to contribute or the part of that amount that remains unpaid.\n(sec.53-ssec.2) Subject to subsection (1) , the liability of a limited partner in a limited partnership to contribute is that of a partner in a partnership that is not a limited partnership.","sortOrder":65},{"sectionNumber":"sec.54","sectionType":"section","heading":"Liability for limited partnerships formed under corresponding laws","content":"### sec.54 Liability for limited partnerships formed under corresponding laws\n\nIn this section—\ncorresponding law means a law of another State, a Territory or a foreign country that is declared by regulation to be a corresponding law for the purposes of this chapter.\nlimited partner , in a recognised limited partnership, means a partner in the partnership whose liability is limited under the corresponding law applying to the partnership.\nrecognised limited partnership means a partnership formed under a corresponding law.\nA limitation under a corresponding law on the liability of a limited partner in a recognised limited partnership extends to any liability incurred in connection with the conduct of the partnership’s business in this State.\nThe law of another State or a Territory may be declared to be a corresponding law only if the Governor in Council is satisfied—\nthat the law is similar to this chapter; and\nthat under the law the limitation of liability of limited partners in a limited partnership formed under this chapter extends to any liability incurred in connection with the conduct of the partnership’s business in the State or Territory.\nThe law of a foreign country may be declared to be a corresponding law only if the Governor in Council is satisfied that the law provides for the limitation of liability for partners or certain partners in certain partnerships.\ns 54 (prev 1988 No. 78 s 10A ) ins 1993 No. 68 s 9\namd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (2)\n(sec.54-ssec.1) In this section— corresponding law means a law of another State, a Territory or a foreign country that is declared by regulation to be a corresponding law for the purposes of this chapter. limited partner , in a recognised limited partnership, means a partner in the partnership whose liability is limited under the corresponding law applying to the partnership. recognised limited partnership means a partnership formed under a corresponding law.\n(sec.54-ssec.2) A limitation under a corresponding law on the liability of a limited partner in a recognised limited partnership extends to any liability incurred in connection with the conduct of the partnership’s business in this State.\n(sec.54-ssec.3) The law of another State or a Territory may be declared to be a corresponding law only if the Governor in Council is satisfied— that the law is similar to this chapter; and that under the law the limitation of liability of limited partners in a limited partnership formed under this chapter extends to any liability incurred in connection with the conduct of the partnership’s business in the State or Territory.\n(sec.54-ssec.4) The law of a foreign country may be declared to be a corresponding law only if the Governor in Council is satisfied that the law provides for the limitation of liability for partners or certain partners in certain partnerships.\n- (a) that the law is similar to this chapter; and\n- (b) that under the law the limitation of liability of limited partners in a limited partnership formed under this chapter extends to any liability incurred in connection with the conduct of the partnership’s business in the State or Territory.","sortOrder":66},{"sectionNumber":"sec.55","sectionType":"section","heading":"Provisions concerning limited partner’s contribution","content":"### sec.55 Provisions concerning limited partner’s contribution\n\nAny contribution made by a limited partner in a limited partnership towards the discharge of liabilities of the firm must be in the form of money only.\nAny contribution made by a limited partner in a limited partnership towards the discharge of liabilities of the firm made otherwise than in money must not be taken to reduce the limited partner’s liability under section 53 (1) .\nIf a limited partner in a limited partnership has paid contribution, whether or not towards the discharge of liabilities of the firm, and has drawn out or received back any part of the amount of the contribution, the amount so drawn out or received must be treated as part of the amount referred to in section 53 (1) remaining unpaid.\ns 55 (prev 1988 No. 78 s 11 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (2)\n(sec.55-ssec.1) Any contribution made by a limited partner in a limited partnership towards the discharge of liabilities of the firm must be in the form of money only.\n(sec.55-ssec.1A) Any contribution made by a limited partner in a limited partnership towards the discharge of liabilities of the firm made otherwise than in money must not be taken to reduce the limited partner’s liability under section 53 (1) .\n(sec.55-ssec.2) If a limited partner in a limited partnership has paid contribution, whether or not towards the discharge of liabilities of the firm, and has drawn out or received back any part of the amount of the contribution, the amount so drawn out or received must be treated as part of the amount referred to in section 53 (1) remaining unpaid.","sortOrder":67},{"sectionNumber":"sec.56","sectionType":"section","heading":"Use of descriptive words in name","content":"### sec.56 Use of descriptive words in name\n\nEvery business document issued on behalf of a limited partnership in connection with the conduct of its business must bear in legible characters—\nthe firm-name shown in relation to the partnership in the register kept by the chief executive under section 51 ; and\nimmediately adjacent to the firm-name, the words ‘a limited partnership’.\nIn subsection (1) —\nbusiness document means any letter, notice, publication, offer, contract, order for goods or services, invoice, bill of exchange, promissory note, cheque, negotiable instrument, endorsement, letter of credit, receipt or statement of account.\ns 56 (prev 1988 No. 78 s 12 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (2)\n(sec.56-ssec.1) Every business document issued on behalf of a limited partnership in connection with the conduct of its business must bear in legible characters— the firm-name shown in relation to the partnership in the register kept by the chief executive under section 51 ; and immediately adjacent to the firm-name, the words ‘a limited partnership’.\n(sec.56-ssec.2) In subsection (1) — business document means any letter, notice, publication, offer, contract, order for goods or services, invoice, bill of exchange, promissory note, cheque, negotiable instrument, endorsement, letter of credit, receipt or statement of account.\n- (a) the firm-name shown in relation to the partnership in the register kept by the chief executive under section 51 ; and\n- (b) immediately adjacent to the firm-name, the words ‘a limited partnership’.","sortOrder":68},{"sectionNumber":"sec.57","sectionType":"section","heading":"Liability for contravention of s 56","content":"### sec.57 Liability for contravention of s 56\n\nA person who issues a document to which section 56 applies that does not bear the name and words required by the section commits an offence against this Act.\nMaximum penalty—20 penalty units.\nA partner in a limited partnership who acquiesces in the issue of a document to which section 56 applies knowing that the document does not bear the name and words required by the section is to be taken to have issued the document.\nIf a document to which section 56 applies issued in contravention of the section bears on its face any indication that it has been approved by or issued under the authority of any person, that person is to be taken to have issued the document unless the contrary is proved.\ns 57 (prev 1988 No. 78 s 13 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (2)\n(sec.57-ssec.1) A person who issues a document to which section 56 applies that does not bear the name and words required by the section commits an offence against this Act. Maximum penalty—20 penalty units.\n(sec.57-ssec.2) A partner in a limited partnership who acquiesces in the issue of a document to which section 56 applies knowing that the document does not bear the name and words required by the section is to be taken to have issued the document.\n(sec.57-ssec.3) If a document to which section 56 applies issued in contravention of the section bears on its face any indication that it has been approved by or issued under the authority of any person, that person is to be taken to have issued the document unless the contrary is proved.","sortOrder":69},{"sectionNumber":"sec.58","sectionType":"section","heading":"Recovery of loss because breach of s 56","content":"### sec.58 Recovery of loss because breach of s 56\n\nIf any person suffers loss because a document to which section 56 applies issued on behalf of a limited partnership did not bear the name or the words required by the section, the limited partnership and every person who committed an offence defined in section 57 (1) in relation to the document are jointly and severally liable to recompense that first person for the loss suffered, which recompense may be recovered by action in the court as for a debt due and owing.\ns 58 (prev 1988 No. 78 s 14 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (2)","sortOrder":70},{"sectionNumber":"sec.59","sectionType":"section","heading":"Registered office","content":"### sec.59 Registered office\n\nA limited partnership must keep in Queensland at the place shown in the register as the address of the registered office of the partnership an office to which all communications with the firm may be addressed.\nIn the event of default in complying with subsection (1) , each general partner in the limited partnership concerned commits an offence against this Act.\nMaximum penalty for subsection (2) —20 penalty units.\ns 59 (prev 1988 No. 78 s 15 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (2)\n(sec.59-ssec.1) A limited partnership must keep in Queensland at the place shown in the register as the address of the registered office of the partnership an office to which all communications with the firm may be addressed.\n(sec.59-ssec.2) In the event of default in complying with subsection (1) , each general partner in the limited partnership concerned commits an offence against this Act. Maximum penalty for subsection (2) —20 penalty units.","sortOrder":71},{"sectionNumber":"sec.60","sectionType":"section","heading":"Incidents of limited partnerships","content":"### sec.60 Incidents of limited partnerships\n\nA limited partner in a limited partnership—\nmust not take part in the management of the business of the partnership; and\nhas no power to bind the firm.\nHowever, the limited partner may, personally or by an agent, at any time inspect the books of the firm and examine the state and prospects of the business of the partnership, and may advise and consult with the other partners on those matters.\nA limited partner must not be regarded as taking part in the management of the business of the limited partnership only because the limited partner—\nis an employee or an independent contractor of the partnership or of a general partner; or\nis an officer of a general partner that is a corporation; or\ngives advice to, or for, the limited partnership or a general partner—\nas part of the proper exercise of the functions arising from the engagement of the limited partner in a professional capacity; or\narising from business dealings between the limited partner and the partnership or a general partner; or\ngives a guarantee or indemnity for a debt or obligation of the partnership or of a general partner; or\nparticipates in an action by the limited partners to enforce the rights, or safeguard the interests, of the limited partners; or\nif authorised by the partnership agreement, participates in a general meeting of all the partners; or\nexercises a right mentioned in subsection (2) .\nIf a limited partner takes part in the management of the business of the limited partnership in breach of subsection (1) , the limited partner is liable for all liabilities of the firm incurred while the limited partner does so as if the limited partner were a general partner.\nSubject to the terms of any agreement between the partners in a limited partnership—\na difference arising as to ordinary matters connected with the firm’s business may be decided by a majority of the general partners; and\na limited partner may, with the consent of the general partners, assign the limited partner’s share in the partnership and upon the recording of the assignment in the register kept by the chief executive under section 51 the assignee is to be a limited partner in the assignor’s place with all the rights of the assignor; and\na person may be admitted as a partner in the partnership without the consent of any limited partner.\ns 60 (prev 1988 No. 78 s 16 ) amd 2002 No. 13 s 59 ; 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (2)\n(sec.60-ssec.1) A limited partner in a limited partnership— must not take part in the management of the business of the partnership; and has no power to bind the firm.\n(sec.60-ssec.2) However, the limited partner may, personally or by an agent, at any time inspect the books of the firm and examine the state and prospects of the business of the partnership, and may advise and consult with the other partners on those matters.\n(sec.60-ssec.3) A limited partner must not be regarded as taking part in the management of the business of the limited partnership only because the limited partner— is an employee or an independent contractor of the partnership or of a general partner; or is an officer of a general partner that is a corporation; or gives advice to, or for, the limited partnership or a general partner— as part of the proper exercise of the functions arising from the engagement of the limited partner in a professional capacity; or arising from business dealings between the limited partner and the partnership or a general partner; or gives a guarantee or indemnity for a debt or obligation of the partnership or of a general partner; or participates in an action by the limited partners to enforce the rights, or safeguard the interests, of the limited partners; or if authorised by the partnership agreement, participates in a general meeting of all the partners; or exercises a right mentioned in subsection (2) .\n(sec.60-ssec.4) If a limited partner takes part in the management of the business of the limited partnership in breach of subsection (1) , the limited partner is liable for all liabilities of the firm incurred while the limited partner does so as if the limited partner were a general partner.\n(sec.60-ssec.5) Subject to the terms of any agreement between the partners in a limited partnership— a difference arising as to ordinary matters connected with the firm’s business may be decided by a majority of the general partners; and a limited partner may, with the consent of the general partners, assign the limited partner’s share in the partnership and upon the recording of the assignment in the register kept by the chief executive under section 51 the assignee is to be a limited partner in the assignor’s place with all the rights of the assignor; and a person may be admitted as a partner in the partnership without the consent of any limited partner.\n- (a) must not take part in the management of the business of the partnership; and\n- (b) has no power to bind the firm.\n- (a) is an employee or an independent contractor of the partnership or of a general partner; or\n- (b) is an officer of a general partner that is a corporation; or\n- (c) gives advice to, or for, the limited partnership or a general partner— (i) as part of the proper exercise of the functions arising from the engagement of the limited partner in a professional capacity; or (ii) arising from business dealings between the limited partner and the partnership or a general partner; or\n- (i) as part of the proper exercise of the functions arising from the engagement of the limited partner in a professional capacity; or\n- (ii) arising from business dealings between the limited partner and the partnership or a general partner; or\n- (d) gives a guarantee or indemnity for a debt or obligation of the partnership or of a general partner; or\n- (e) participates in an action by the limited partners to enforce the rights, or safeguard the interests, of the limited partners; or\n- (f) if authorised by the partnership agreement, participates in a general meeting of all the partners; or\n- (g) exercises a right mentioned in subsection (2) .\n- (i) as part of the proper exercise of the functions arising from the engagement of the limited partner in a professional capacity; or\n- (ii) arising from business dealings between the limited partner and the partnership or a general partner; or\n- (a) a difference arising as to ordinary matters connected with the firm’s business may be decided by a majority of the general partners; and\n- (b) a limited partner may, with the consent of the general partners, assign the limited partner’s share in the partnership and upon the recording of the assignment in the register kept by the chief executive under section 51 the assignee is to be a limited partner in the assignor’s place with all the rights of the assignor; and\n- (c) a person may be admitted as a partner in the partnership without the consent of any limited partner.","sortOrder":72},{"sectionNumber":"ch.3-pt.4","sectionType":"part","heading":"Dissolution and cessation of limited partnerships","content":"# Dissolution and cessation of limited partnerships","sortOrder":73},{"sectionNumber":"sec.61","sectionType":"section","heading":"Dissolution not available in certain cases","content":"### sec.61 Dissolution not available in certain cases\n\nSubject to the terms of any agreement between the partners in a limited partnership—\na limited partner is not entitled to dissolve the partnership by notice; and\nthe general partners or the other limited partners are not entitled to dissolve the partnership because a limited partner has suffered the limited partner’s share of the partnership property to be charged for the limited partner’s separate debt; and\nthe departure of a limited partner does not dissolve the partnership.\nThe fact that a limited partner in a limited partnership is of permanently unsound mind is not a ground for dissolution of the partnership by the court unless the share and interest of the partner in the partnership can not be otherwise ascertained or realised.\ns 61 (prev 1988 No. 78 s 17 ) amd 1989 No. 100 s 6 ; 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (3)\n(sec.61-ssec.1) Subject to the terms of any agreement between the partners in a limited partnership— a limited partner is not entitled to dissolve the partnership by notice; and the general partners or the other limited partners are not entitled to dissolve the partnership because a limited partner has suffered the limited partner’s share of the partnership property to be charged for the limited partner’s separate debt; and the departure of a limited partner does not dissolve the partnership.\n(sec.61-ssec.2) The fact that a limited partner in a limited partnership is of permanently unsound mind is not a ground for dissolution of the partnership by the court unless the share and interest of the partner in the partnership can not be otherwise ascertained or realised.\n- (a) a limited partner is not entitled to dissolve the partnership by notice; and\n- (b) the general partners or the other limited partners are not entitled to dissolve the partnership because a limited partner has suffered the limited partner’s share of the partnership property to be charged for the limited partner’s separate debt; and\n- (c) the departure of a limited partner does not dissolve the partnership.","sortOrder":74},{"sectionNumber":"sec.62","sectionType":"section","heading":"Cessation of limited partnerships","content":"### sec.62 Cessation of limited partnerships\n\nA partnership is to cease to be a limited partnership if the partners agree that they are to carry on the business of the firm otherwise than as a limited partnership.\ns 62 (prev 1988 No. 78 s 18 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (3)","sortOrder":75},{"sectionNumber":"sec.63","sectionType":"section","heading":"Registration of dissolution or cessation of limited partnerships","content":"### sec.63 Registration of dissolution or cessation of limited partnerships\n\nUpon receipt by the chief executive of a notice in the approved form—\nof dissolution of a partnership registered as a limited partnership; or\nof cessation of a limited partnership under section 62 ;\nand, upon payment of the prescribed fee, the chief executive must record in the register the fact of the dissolution or cessation effective on a date stated in the register in that behalf.\nThe date to be stated in the register under subsection (1) must be the date shown in the notice to the chief executive as the date on which the dissolution or cessation took effect or is to take effect or, if no date is shown, the date on which the record is made in the register under subsection (1) .\ns 63 (prev 1988 No. 78 s 19 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (3)\namd 2006 No. 10 s 89 sch 2\n(sec.63-ssec.1) Upon receipt by the chief executive of a notice in the approved form— of dissolution of a partnership registered as a limited partnership; or of cessation of a limited partnership under section 62 ; and, upon payment of the prescribed fee, the chief executive must record in the register the fact of the dissolution or cessation effective on a date stated in the register in that behalf.\n(sec.63-ssec.2) The date to be stated in the register under subsection (1) must be the date shown in the notice to the chief executive as the date on which the dissolution or cessation took effect or is to take effect or, if no date is shown, the date on which the record is made in the register under subsection (1) .\n- (a) of dissolution of a partnership registered as a limited partnership; or\n- (b) of cessation of a limited partnership under section 62 ;","sortOrder":76},{"sectionNumber":"sec.64","sectionType":"section","heading":"Winding up by general partners","content":"### sec.64 Winding up by general partners\n\nIf the affairs of a limited partnership are to be wound up by the partners with a view to its dissolution, the winding up must be carried out by the general partners unless the court otherwise orders.\ns 64 (prev 1988 No. 78 s 20 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (3)","sortOrder":77},{"sectionNumber":"ch.3-pt.5","sectionType":"part","heading":"Miscellaneous provisions","content":"# Miscellaneous provisions","sortOrder":78},{"sectionNumber":"sec.65","sectionType":"section","heading":"Legal proceedings","content":"### sec.65 Legal proceedings\n\nAction by way of execution under or enforcement of a judgment obtained in an action against a limited partnership sued in its firm-name must not be taken against the property or person of a limited partner in the partnership except with the prior leave of the Supreme Court.\ns 65 (prev 1988 No. 78 s 21 ) amd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (4)","sortOrder":79},{"sectionNumber":"sec.66","sectionType":"section","heading":"Duty to notify chief executive of changes","content":"### sec.66 Duty to notify chief executive of changes\n\nIn the event of—\na change in the firm-name of a limited partnership; or\na change in the name or address of a partner in a limited partnership; or\na change that renders false or misleading any particular referred to in section 50 (2) (f) shown in the register in relation to a limited partnership; or\na departure of a partner from or an admission of a partner to a limited partnership; or\ndissolution of a partnership registered as a limited partnership; or\ncessation of a limited partnership under section 62 ;\neach of the general partners at the time the event happens commits an offence against this Act if notice of the event is not given in the approved form to the chief executive under section 52 or 63 before the expiration of 7 days from the happening of the event.\nAn offence against subsection (1) is to be taken to continue until the notice in question is given to the chief executive.\nProceedings for a continuing offence under this section may be taken from time to time.\nA matter of complaint for a continuing offence under this section may be for 1 day or more than 1 day of its happening.\nA person who commits an offence against subsection (1) is liable—\nfor the failure to give the notice in question before the expiration of the 7 days from the happening of the event of which notice is required—to a maximum penalty of 20 penalty units; and\nfor each day during which the offence continues—to a maximum penalty of 1 penalty unit.\nIf a corporate person commits an offence against subsection (1) , each director or member of the governing body of the corporate person is to be taken also to have committed the offence and is liable to be proceeded against and punished accordingly.\ns 66 (prev 1988 No. 78 s 22 ) sub 1989 No. 100 s 7\namd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (4)\namd 2006 No. 10 s 89 sch 2\n(sec.66-ssec.1) In the event of— a change in the firm-name of a limited partnership; or a change in the name or address of a partner in a limited partnership; or a change that renders false or misleading any particular referred to in section 50 (2) (f) shown in the register in relation to a limited partnership; or a departure of a partner from or an admission of a partner to a limited partnership; or dissolution of a partnership registered as a limited partnership; or cessation of a limited partnership under section 62 ; each of the general partners at the time the event happens commits an offence against this Act if notice of the event is not given in the approved form to the chief executive under section 52 or 63 before the expiration of 7 days from the happening of the event.\n(sec.66-ssec.2) An offence against subsection (1) is to be taken to continue until the notice in question is given to the chief executive.\n(sec.66-ssec.3) Proceedings for a continuing offence under this section may be taken from time to time.\n(sec.66-ssec.4) A matter of complaint for a continuing offence under this section may be for 1 day or more than 1 day of its happening.\n(sec.66-ssec.5) A person who commits an offence against subsection (1) is liable— for the failure to give the notice in question before the expiration of the 7 days from the happening of the event of which notice is required—to a maximum penalty of 20 penalty units; and for each day during which the offence continues—to a maximum penalty of 1 penalty unit.\n(sec.66-ssec.6) If a corporate person commits an offence against subsection (1) , each director or member of the governing body of the corporate person is to be taken also to have committed the offence and is liable to be proceeded against and punished accordingly.\n- (a) a change in the firm-name of a limited partnership; or\n- (b) a change in the name or address of a partner in a limited partnership; or\n- (c) a change that renders false or misleading any particular referred to in section 50 (2) (f) shown in the register in relation to a limited partnership; or\n- (d) a departure of a partner from or an admission of a partner to a limited partnership; or\n- (e) dissolution of a partnership registered as a limited partnership; or\n- (f) cessation of a limited partnership under section 62 ;\n- (a) for the failure to give the notice in question before the expiration of the 7 days from the happening of the event of which notice is required—to a maximum penalty of 20 penalty units; and\n- (b) for each day during which the offence continues—to a maximum penalty of 1 penalty unit.","sortOrder":80},{"sectionNumber":"sec.67","sectionType":"section","heading":"Chief executive may accept and record notices given by person registered as a partner","content":"### sec.67 Chief executive may accept and record notices given by person registered as a partner\n\nUpon receipt by the chief executive of a notice in writing given by a person shown on the register as a partner in a limited partnership of the happening of an event affecting the partnership, in relation to which event the chief executive may amend the register upon notice given to the chief executive under section 52 or 63 , the chief executive must record in the register that the notice has been received and the tenor of the notice.\ns 67 (prev 1988 No. 78 s 23 ) sub 1989 No. 100 s 7\namd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (4)","sortOrder":81},{"sectionNumber":"sec.68","sectionType":"section","heading":"Chief executive’s power to cancel limited partnership’s registration","content":"### sec.68 Chief executive’s power to cancel limited partnership’s registration\n\nThis section applies if the chief executive reasonably believes that a limited partnership has ceased to exist because the partnership’s business is not being carried on in the State under the partnership’s firm-name, or by the partners, stated in the register.\nThe chief executive may, by written notice given to the person registered as the partnership’s general partner and to the partnership at its registered office stated in the register—\nask whether the partnership still exists; and\nask for documentary proof of its existence or non-existence.\nThe notice must state that the chief executive may cancel the partnership’s registration unless the chief executive is satisfied, within 1 month after the date of the notice, that the partnership still exists.\nThe chief executive must also, by public notice, notify the chief executive’s intention to cancel the registration unless the chief executive is satisfied, by the day that is 1 month after the date of the notice mentioned in subsection (2) , that the limited partnership still exists.\nIf the chief executive is not satisfied within 1 month after the date of the notice mentioned in subsection (2) that the partnership still exists, the chief executive may cancel the registration.\nIf the chief executive cancels the registration, the chief executive must give written notice of the cancellation—\nto the person registered as the partnership’s general partner and to the partnership at its registered office stated in the register; and\nby public notice.\nIn this section—\npublic notice means a notice in a newspaper circulating throughout the State.\ns 68 (prev 1988 No. 78 s 23A ) ins 1996 No. 56 s 144\namd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (4)\n(sec.68-ssec.1) This section applies if the chief executive reasonably believes that a limited partnership has ceased to exist because the partnership’s business is not being carried on in the State under the partnership’s firm-name, or by the partners, stated in the register.\n(sec.68-ssec.2) The chief executive may, by written notice given to the person registered as the partnership’s general partner and to the partnership at its registered office stated in the register— ask whether the partnership still exists; and ask for documentary proof of its existence or non-existence.\n(sec.68-ssec.3) The notice must state that the chief executive may cancel the partnership’s registration unless the chief executive is satisfied, within 1 month after the date of the notice, that the partnership still exists.\n(sec.68-ssec.4) The chief executive must also, by public notice, notify the chief executive’s intention to cancel the registration unless the chief executive is satisfied, by the day that is 1 month after the date of the notice mentioned in subsection (2) , that the limited partnership still exists.\n(sec.68-ssec.5) If the chief executive is not satisfied within 1 month after the date of the notice mentioned in subsection (2) that the partnership still exists, the chief executive may cancel the registration.\n(sec.68-ssec.6) If the chief executive cancels the registration, the chief executive must give written notice of the cancellation— to the person registered as the partnership’s general partner and to the partnership at its registered office stated in the register; and by public notice.\n(sec.68-ssec.7) In this section— public notice means a notice in a newspaper circulating throughout the State.\n- (a) ask whether the partnership still exists; and\n- (b) ask for documentary proof of its existence or non-existence.\n- (a) to the person registered as the partnership’s general partner and to the partnership at its registered office stated in the register; and\n- (b) by public notice.","sortOrder":82},{"sectionNumber":"sec.69","sectionType":"section","heading":"Chief executive’s power to revoke cancellation of registration","content":"### sec.69 Chief executive’s power to revoke cancellation of registration\n\nIf, for any reason, the chief executive reasonably believes it is appropriate, the chief executive may revoke the cancellation of a registration made under section 68 .\nIf a cancellation is revoked under this section, the registration is taken not to have been cancelled.\ns 69 (prev 1988 No. 78 s 23B ) ins 1996 No. 56 s 144\namd 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (4)\n(sec.69-ssec.1) If, for any reason, the chief executive reasonably believes it is appropriate, the chief executive may revoke the cancellation of a registration made under section 68 .\n(sec.69-ssec.2) If a cancellation is revoked under this section, the registration is taken not to have been cancelled.","sortOrder":83},{"sectionNumber":"ch.4-pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":84},{"sectionNumber":"sec.70","sectionType":"section","heading":"Definitions for ch 4","content":"### sec.70 Definitions for ch 4\n\nIn this chapter—\nAFOF means an AFOF within the meaning of the Venture Capital Act 2002 (Cwlth) .\nESVCLP means an ESVCLP within the meaning of the Venture Capital Act 2002 (Cwlth) .\ns 70 def ESVCLP ins 2008 No. 69 s 31\nfee includes tax.\nperson includes a partnership.\nregister means the register of incorporated limited partnerships kept under section 78 .\nspecial resolution , in relation to the limited partners, means a resolution that has been passed by at least 75% of the limited partners.\nVCLP means a VCLP within the meaning of the Venture Capital Act 2002 (Cwlth) .\nVCMP means a venture capital management partnership.\nventure capital management partnership means a venture capital management partnership within the meaning of the Income Tax Assessment Act 1936 (Cwlth) , section 94D (3) .\ns 70 ins 2004 No. 29 s 42","sortOrder":85},{"sectionNumber":"ch.4-pt.2","sectionType":"part","heading":"Nature and formation of incorporated limited partnerships","content":"# Nature and formation of incorporated limited partnerships","sortOrder":86},{"sectionNumber":"sec.71","sectionType":"section","heading":"Partnership is formed on registration","content":"### sec.71 Partnership is formed on registration\n\nAn incorporated limited partnership is formed on registration under this chapter.\ns 71 ins 2004 No. 29 s 42","sortOrder":87},{"sectionNumber":"sec.72","sectionType":"section","heading":"Partnership is separate legal entity","content":"### sec.72 Partnership is separate legal entity\n\nAn incorporated limited partnership—\nis a body corporate with legal personality separate from that of the partners in it and with perpetual succession; and\nmay have a common seal; and\nmay sue and be sued in its firm-name.\nAn incorporated limited partnership’s common seal must be kept in the custody of a person nominated by the partnership and may be used only as authorised by the partnership.\ns 72 ins 2004 No. 29 s 42\n(sec.72-ssec.1) An incorporated limited partnership— is a body corporate with legal personality separate from that of the partners in it and with perpetual succession; and may have a common seal; and may sue and be sued in its firm-name.\n(sec.72-ssec.2) An incorporated limited partnership’s common seal must be kept in the custody of a person nominated by the partnership and may be used only as authorised by the partnership.\n- (a) is a body corporate with legal personality separate from that of the partners in it and with perpetual succession; and\n- (b) may have a common seal; and\n- (c) may sue and be sued in its firm-name.","sortOrder":88},{"sectionNumber":"sec.73","sectionType":"section","heading":"Partners in an incorporated limited partnership","content":"### sec.73 Partners in an incorporated limited partnership\n\nAn incorporated limited partnership must have—\nat least 1 general partner but no more than 20 general partners; and\nat least 1 limited partner.\nThere is no limit on the number of limited partners.\nAny of the following may be a general partner or a limited partner—\nan individual;\na partnership;\na body corporate.\nFor subsection (1) (a) , if a general partner is a partnership and no partner in the partnership has, under the relevant law, limited liability, the number of partners in the partnership is to be counted.\nAlso for subsection (1) (a) , if a general partner is a partnership and any partner in the partnership has, under the relevant law, limited liability—\nthe number of partners in the partnership who do not have limited liability is to be counted; and\nthe number of partners in the partnership who do have limited liability is not to be counted.\nIn this section—\nlimited liability means limited liability for the liabilities of the partnership.\nrelevant law , for a partnership, means the law of the place where the partnership is formed.\ns 73 ins 2004 No. 29 s 42\n(sec.73-ssec.1) An incorporated limited partnership must have— at least 1 general partner but no more than 20 general partners; and at least 1 limited partner. There is no limit on the number of limited partners.\n(sec.73-ssec.2) Any of the following may be a general partner or a limited partner— an individual; a partnership; a body corporate.\n(sec.73-ssec.3) For subsection (1) (a) , if a general partner is a partnership and no partner in the partnership has, under the relevant law, limited liability, the number of partners in the partnership is to be counted.\n(sec.73-ssec.4) Also for subsection (1) (a) , if a general partner is a partnership and any partner in the partnership has, under the relevant law, limited liability— the number of partners in the partnership who do not have limited liability is to be counted; and the number of partners in the partnership who do have limited liability is not to be counted.\n(sec.73-ssec.5) In this section— limited liability means limited liability for the liabilities of the partnership. relevant law , for a partnership, means the law of the place where the partnership is formed.\n- (a) at least 1 general partner but no more than 20 general partners; and\n- (b) at least 1 limited partner.\n- (a) an individual;\n- (b) a partnership;\n- (c) a body corporate.\n- (a) the number of partners in the partnership who do not have limited liability is to be counted; and\n- (b) the number of partners in the partnership who do have limited liability is not to be counted.","sortOrder":89},{"sectionNumber":"sec.74","sectionType":"section","heading":"Partnership agreement","content":"### sec.74 Partnership agreement\n\nA written partnership agreement between the partners in an incorporated limited partnership must be in force at all times.\nA partnership agreement also has effect as a contract between the incorporated limited partnership and each partner under which the partnership and each partner agree to observe and perform the agreement so far as it applies to them.\nNothing in subsection (2) prevents an incorporated limited partnership itself executing a partnership agreement.\nThe interests of the partners in an incorporated limited partnership and their rights and duties in relation to the partnership are, subject to this Act, to be decided in accordance with the agreement.\ns 74 ins 2004 No. 29 s 42\n(sec.74-ssec.1) A written partnership agreement between the partners in an incorporated limited partnership must be in force at all times.\n(sec.74-ssec.2) A partnership agreement also has effect as a contract between the incorporated limited partnership and each partner under which the partnership and each partner agree to observe and perform the agreement so far as it applies to them.\n(sec.74-ssec.3) Nothing in subsection (2) prevents an incorporated limited partnership itself executing a partnership agreement.\n(sec.74-ssec.4) The interests of the partners in an incorporated limited partnership and their rights and duties in relation to the partnership are, subject to this Act, to be decided in accordance with the agreement.","sortOrder":90},{"sectionNumber":"ch.4-pt.3","sectionType":"part","heading":"Registration of incorporated limited partnerships","content":"# Registration of incorporated limited partnerships","sortOrder":91},{"sectionNumber":"sec.75","sectionType":"section","heading":"Who may apply for registration","content":"### sec.75 Who may apply for registration\n\nAn application for registration as an incorporated limited partnership may be made, in the circumstances described in subsection (2) , by a partnership or by persons proposing to be the partners in the proposed incorporated limited partnership.\nThe circumstances are—\nthat—\nthe partnership is a VCLP, ESVCLP or AFOF; or\na general partner in the partnership or a proposed general partner in the proposed incorporated limited partnership intends to apply for registration of the partnership or proposed partnership under the Venture Capital Act 2002 (Cwlth) , part 2 as a VCLP, ESVCLP or AFOF; or\nthat—\nthe partnership is a VCMP; or\nthe partners in the partnership or the proposed partners in the proposed incorporated limited partnership intend that the partnership or proposed partnership will meet the requirements set out in the Income Tax Assessment Act 1936 (Cwlth) , section 94D for recognition as a VCMP.\ns 75 ins 2004 No. 29 s 42\namd 2008 No. 69 s 32\n(sec.75-ssec.1) An application for registration as an incorporated limited partnership may be made, in the circumstances described in subsection (2) , by a partnership or by persons proposing to be the partners in the proposed incorporated limited partnership.\n(sec.75-ssec.2) The circumstances are— that— the partnership is a VCLP, ESVCLP or AFOF; or a general partner in the partnership or a proposed general partner in the proposed incorporated limited partnership intends to apply for registration of the partnership or proposed partnership under the Venture Capital Act 2002 (Cwlth) , part 2 as a VCLP, ESVCLP or AFOF; or that— the partnership is a VCMP; or the partners in the partnership or the proposed partners in the proposed incorporated limited partnership intend that the partnership or proposed partnership will meet the requirements set out in the Income Tax Assessment Act 1936 (Cwlth) , section 94D for recognition as a VCMP.\n- (a) that— (i) the partnership is a VCLP, ESVCLP or AFOF; or (ii) a general partner in the partnership or a proposed general partner in the proposed incorporated limited partnership intends to apply for registration of the partnership or proposed partnership under the Venture Capital Act 2002 (Cwlth) , part 2 as a VCLP, ESVCLP or AFOF; or\n- (i) the partnership is a VCLP, ESVCLP or AFOF; or\n- (ii) a general partner in the partnership or a proposed general partner in the proposed incorporated limited partnership intends to apply for registration of the partnership or proposed partnership under the Venture Capital Act 2002 (Cwlth) , part 2 as a VCLP, ESVCLP or AFOF; or\n- (b) that— (i) the partnership is a VCMP; or (ii) the partners in the partnership or the proposed partners in the proposed incorporated limited partnership intend that the partnership or proposed partnership will meet the requirements set out in the Income Tax Assessment Act 1936 (Cwlth) , section 94D for recognition as a VCMP.\n- (i) the partnership is a VCMP; or\n- (ii) the partners in the partnership or the proposed partners in the proposed incorporated limited partnership intend that the partnership or proposed partnership will meet the requirements set out in the Income Tax Assessment Act 1936 (Cwlth) , section 94D for recognition as a VCMP.\n- (i) the partnership is a VCLP, ESVCLP or AFOF; or\n- (ii) a general partner in the partnership or a proposed general partner in the proposed incorporated limited partnership intends to apply for registration of the partnership or proposed partnership under the Venture Capital Act 2002 (Cwlth) , part 2 as a VCLP, ESVCLP or AFOF; or\n- (i) the partnership is a VCMP; or\n- (ii) the partners in the partnership or the proposed partners in the proposed incorporated limited partnership intend that the partnership or proposed partnership will meet the requirements set out in the Income Tax Assessment Act 1936 (Cwlth) , section 94D for recognition as a VCMP.","sortOrder":92},{"sectionNumber":"sec.76","sectionType":"section","heading":"How is an application made","content":"### sec.76 How is an application made\n\nAn application for registration as an incorporated limited partnership must—\nbe made to the chief executive; and\nbe in the approved form signed by each partner or proposed partner or someone on the partner’s or proposed partner’s behalf; and\nbe accompanied by any fee prescribed under a regulation.\nWithout limiting what the application may include, the application must include the following general information—\nthe proposed firm-name of the proposed incorporated limited partnership;\nthe full address of the proposed registered office in Queensland of the proposed incorporated limited partnership;\nthe full name of each partner or proposed partner or, if the partner or proposed partner is a partnership, the name of the firm or, if the firm does not have a name, the full name of each partner in the firm;\nthe full address of each partner or proposed partner, as follows—\nif the partner or proposed partner is an individual—his or her principal place of residence;\nif the partner or proposed partner is a body corporate—its registered office or principal place of business;\nif the partner or proposed partner is a partnership—its registered office or principal place of business.\nThe firm-name of the partnership must include at the end as part of the firm-name 1 of the following—\n‘An incorporated limited partnership’;\n‘L.P.’;\n‘LP’.\nAlso, the application must include, or be accompanied by, the following additional information—\na statement in relation to each partner or proposed partner as to whether the partner or proposed partner is, or is proposed to be, a general partner or a limited partner;\na statement in relation to each partner or proposed partner that is a partnership to the effect that the partner or proposed partner is a partnership;\nfor an application by a partnership that is a VCLP, ESVCLP or an AFOF—evidence of its registration under the Venture Capital Act 2002 (Cwlth) ;\nfor an application by persons proposing to be the partners in a VCLP, ESVCLP or an AFOF—a statement that the persons propose to be the partners in a VCLP, ESVCLP or an AFOF;\nPerson is defined in section 70 to include a partnership.\nfor an application by a partnership that is a VCMP—a statement that the partnership is a VCMP;\nfor an application by persons proposing to be the partners in a VCMP—a statement that the persons propose to be the partners in a VCMP;\nanything else prescribed under a regulation.\ns 76 ins 2004 No. 29 s 42\namd 2008 No. 69 s 33\n(sec.76-ssec.1) An application for registration as an incorporated limited partnership must— be made to the chief executive; and be in the approved form signed by each partner or proposed partner or someone on the partner’s or proposed partner’s behalf; and be accompanied by any fee prescribed under a regulation.\n(sec.76-ssec.2) Without limiting what the application may include, the application must include the following general information— the proposed firm-name of the proposed incorporated limited partnership; the full address of the proposed registered office in Queensland of the proposed incorporated limited partnership; the full name of each partner or proposed partner or, if the partner or proposed partner is a partnership, the name of the firm or, if the firm does not have a name, the full name of each partner in the firm; the full address of each partner or proposed partner, as follows— if the partner or proposed partner is an individual—his or her principal place of residence; if the partner or proposed partner is a body corporate—its registered office or principal place of business; if the partner or proposed partner is a partnership—its registered office or principal place of business.\n(sec.76-ssec.3) The firm-name of the partnership must include at the end as part of the firm-name 1 of the following— ‘An incorporated limited partnership’; ‘L.P.’; ‘LP’.\n(sec.76-ssec.4) Also, the application must include, or be accompanied by, the following additional information— a statement in relation to each partner or proposed partner as to whether the partner or proposed partner is, or is proposed to be, a general partner or a limited partner; a statement in relation to each partner or proposed partner that is a partnership to the effect that the partner or proposed partner is a partnership; for an application by a partnership that is a VCLP, ESVCLP or an AFOF—evidence of its registration under the Venture Capital Act 2002 (Cwlth) ; for an application by persons proposing to be the partners in a VCLP, ESVCLP or an AFOF—a statement that the persons propose to be the partners in a VCLP, ESVCLP or an AFOF; Person is defined in section 70 to include a partnership. for an application by a partnership that is a VCMP—a statement that the partnership is a VCMP; for an application by persons proposing to be the partners in a VCMP—a statement that the persons propose to be the partners in a VCMP; anything else prescribed under a regulation.\n- (a) be made to the chief executive; and\n- (b) be in the approved form signed by each partner or proposed partner or someone on the partner’s or proposed partner’s behalf; and\n- (c) be accompanied by any fee prescribed under a regulation.\n- (a) the proposed firm-name of the proposed incorporated limited partnership;\n- (b) the full address of the proposed registered office in Queensland of the proposed incorporated limited partnership;\n- (c) the full name of each partner or proposed partner or, if the partner or proposed partner is a partnership, the name of the firm or, if the firm does not have a name, the full name of each partner in the firm;\n- (d) the full address of each partner or proposed partner, as follows— (i) if the partner or proposed partner is an individual—his or her principal place of residence; (ii) if the partner or proposed partner is a body corporate—its registered office or principal place of business; (iii) if the partner or proposed partner is a partnership—its registered office or principal place of business.\n- (i) if the partner or proposed partner is an individual—his or her principal place of residence;\n- (ii) if the partner or proposed partner is a body corporate—its registered office or principal place of business;\n- (iii) if the partner or proposed partner is a partnership—its registered office or principal place of business.\n- (i) if the partner or proposed partner is an individual—his or her principal place of residence;\n- (ii) if the partner or proposed partner is a body corporate—its registered office or principal place of business;\n- (iii) if the partner or proposed partner is a partnership—its registered office or principal place of business.\n- (a) ‘An incorporated limited partnership’;\n- (b) ‘L.P.’;\n- (c) ‘LP’.\n- (a) a statement in relation to each partner or proposed partner as to whether the partner or proposed partner is, or is proposed to be, a general partner or a limited partner;\n- (b) a statement in relation to each partner or proposed partner that is a partnership to the effect that the partner or proposed partner is a partnership;\n- (c) for an application by a partnership that is a VCLP, ESVCLP or an AFOF—evidence of its registration under the Venture Capital Act 2002 (Cwlth) ;\n- (d) for an application by persons proposing to be the partners in a VCLP, ESVCLP or an AFOF—a statement that the persons propose to be the partners in a VCLP, ESVCLP or an AFOF; Note— Person is defined in section 70 to include a partnership.\n- (e) for an application by a partnership that is a VCMP—a statement that the partnership is a VCMP;\n- (f) for an application by persons proposing to be the partners in a VCMP—a statement that the persons propose to be the partners in a VCMP;\n- (g) anything else prescribed under a regulation.","sortOrder":93},{"sectionNumber":"sec.77","sectionType":"section","heading":"Registration of incorporated limited partnership","content":"### sec.77 Registration of incorporated limited partnership\n\nIf an application for registration of an incorporated limited partnership has been made under section 76 , the chief executive may register the incorporated limited partnership.\nIf the chief executive registers an incorporated limited partnership—\nthe firm-name of the partnership is its name as recorded in the register; and\nthe registered office of the partnership is its office as recorded in the register.\nAn incorporated limited partnership must have as part of its firm-name the words ‘An incorporated limited partnership’ or ‘L.P.’ or ‘LP’, as recorded in the register, at the end of its firm-name.\nHowever, the chief executive must not record in the register, as the firm-name of an incorporated limited partnership, a name that would not be available to the incorporated limited partnership for registration under the Business Names Registration Act 2011 (Cwlth) .\nSee the Business Names Registration Act 2011 (Cwlth) , section 25 in relation to whether a business name would be available to the entity under that Act.\nThe register of incorporated limited partnerships is a notified State/Territory register under the Business Names Registration Act 2011 (Cwlth) .\nSubject to subsection (4) , registration is effected when the chief executive records in the register the details of information included in, or accompanying, the application for registration (the registered particulars ) that may be prescribed under a regulation.\ns 77 ins 2004 No. 29 s 42\namd 2011 No. 34 s 31 sch 1\n(sec.77-ssec.1) If an application for registration of an incorporated limited partnership has been made under section 76 , the chief executive may register the incorporated limited partnership.\n(sec.77-ssec.2) If the chief executive registers an incorporated limited partnership— the firm-name of the partnership is its name as recorded in the register; and the registered office of the partnership is its office as recorded in the register.\n(sec.77-ssec.3) An incorporated limited partnership must have as part of its firm-name the words ‘An incorporated limited partnership’ or ‘L.P.’ or ‘LP’, as recorded in the register, at the end of its firm-name.\n(sec.77-ssec.4) However, the chief executive must not record in the register, as the firm-name of an incorporated limited partnership, a name that would not be available to the incorporated limited partnership for registration under the Business Names Registration Act 2011 (Cwlth) . See the Business Names Registration Act 2011 (Cwlth) , section 25 in relation to whether a business name would be available to the entity under that Act. The register of incorporated limited partnerships is a notified State/Territory register under the Business Names Registration Act 2011 (Cwlth) .\n(sec.77-ssec.5) Subject to subsection (4) , registration is effected when the chief executive records in the register the details of information included in, or accompanying, the application for registration (the registered particulars ) that may be prescribed under a regulation.\n- (a) the firm-name of the partnership is its name as recorded in the register; and\n- (b) the registered office of the partnership is its office as recorded in the register.\n- 1 See the Business Names Registration Act 2011 (Cwlth) , section 25 in relation to whether a business name would be available to the entity under that Act.\n- 2 The register of incorporated limited partnerships is a notified State/Territory register under the Business Names Registration Act 2011 (Cwlth) .","sortOrder":94},{"sectionNumber":"sec.78","sectionType":"section","heading":"Register of incorporated limited partnerships","content":"### sec.78 Register of incorporated limited partnerships\n\nThe chief executive must keep a register of incorporated limited partnerships registered under this chapter.\nThe register may be kept in any form the chief executive considers appropriate and may form part of the register of limited partnerships kept under section 51 .\nThe chief executive must make the information recorded in the register available for public inspection, on payment of the fee prescribed under a regulation, at an office of a department at Brisbane during normal office hours.\nThe chief executive may, on application or on the chief executive’s own initiative, correct any error or omission in the register by—\ninserting an entry; or\namending an entry; or\nomitting an entry;\nif the chief executive decides that the correction is necessary.\nThe chief executive must not omit an entry in the register unless satisfied that the entire entry was included in error.\ns 78 ins 2004 No. 29 s 42\n(sec.78-ssec.1) The chief executive must keep a register of incorporated limited partnerships registered under this chapter.\n(sec.78-ssec.2) The register may be kept in any form the chief executive considers appropriate and may form part of the register of limited partnerships kept under section 51 .\n(sec.78-ssec.3) The chief executive must make the information recorded in the register available for public inspection, on payment of the fee prescribed under a regulation, at an office of a department at Brisbane during normal office hours.\n(sec.78-ssec.4) The chief executive may, on application or on the chief executive’s own initiative, correct any error or omission in the register by— inserting an entry; or amending an entry; or omitting an entry; if the chief executive decides that the correction is necessary.\n(sec.78-ssec.5) The chief executive must not omit an entry in the register unless satisfied that the entire entry was included in error.\n- (a) inserting an entry; or\n- (b) amending an entry; or\n- (c) omitting an entry;","sortOrder":95},{"sectionNumber":"sec.79","sectionType":"section","heading":"Changes in registered particulars","content":"### sec.79 Changes in registered particulars\n\nIf any change happens in relation to the registered particulars of an incorporated limited partnership, a statement setting out the changed particulars must be given to the chief executive within 7 days after the change happens.\nThe statement must be signed by all the general partners, or by a general partner authorised by all the general partners for this section.\nThe statement must—\nbe in the approved form; and\ncontain any particulars required under a regulation; and\nbe accompanied by the fee prescribed under a regulation.\nIf subsection (1) is not complied with, each general partner in the incorporated limited partnership commits an offence.\nMaximum penalty for subsection (4) —10 penalty units.\ns 79 ins 2004 No. 29 s 42\n(sec.79-ssec.1) If any change happens in relation to the registered particulars of an incorporated limited partnership, a statement setting out the changed particulars must be given to the chief executive within 7 days after the change happens.\n(sec.79-ssec.2) The statement must be signed by all the general partners, or by a general partner authorised by all the general partners for this section.\n(sec.79-ssec.3) The statement must— be in the approved form; and contain any particulars required under a regulation; and be accompanied by the fee prescribed under a regulation.\n(sec.79-ssec.4) If subsection (1) is not complied with, each general partner in the incorporated limited partnership commits an offence. Maximum penalty for subsection (4) —10 penalty units.\n- (a) be in the approved form; and\n- (b) contain any particulars required under a regulation; and\n- (c) be accompanied by the fee prescribed under a regulation.","sortOrder":96},{"sectionNumber":"sec.80","sectionType":"section","heading":"Certificates of registration etc.","content":"### sec.80 Certificates of registration etc.\n\nThe chief executive, if—\nregistering an incorporated limited partnership; or\nrecording a change in the registered particulars of an incorporated limited partnership; or\ncorrecting an error or omission in the register in relation to an incorporated limited partnership;\nmust issue to the general partners a certificate in the approved form as to the formation and registered particulars as at that time of the incorporated limited partnership.\nThe chief executive may, on application accompanied by the fee prescribed under a regulation, issue to the applicant a certificate in the approved form in relation to an incorporated limited partnership as to the formation and registered particulars as at that time of the incorporated limited partnership.\nA certificate under this section stating any of the following matters is evidence of the matter stated—\nan incorporated limited partnership was formed on the date of registration mentioned in the certificate;\nan incorporated limited partnership existed at a time mentioned in the certificate;\nnamed persons were the general partners and limited partners in an incorporated limited partnership at a time mentioned in the certificate;\nany other particular of an incorporated limited partnership mentioned in the certificate was recorded in the register at a stated time.\ns 80 ins 2004 No. 29 s 42\namd 2006 No. 10 s 89 sch 2\n(sec.80-ssec.1) The chief executive, if— registering an incorporated limited partnership; or recording a change in the registered particulars of an incorporated limited partnership; or correcting an error or omission in the register in relation to an incorporated limited partnership; must issue to the general partners a certificate in the approved form as to the formation and registered particulars as at that time of the incorporated limited partnership.\n(sec.80-ssec.2) The chief executive may, on application accompanied by the fee prescribed under a regulation, issue to the applicant a certificate in the approved form in relation to an incorporated limited partnership as to the formation and registered particulars as at that time of the incorporated limited partnership.\n(sec.80-ssec.3) A certificate under this section stating any of the following matters is evidence of the matter stated— an incorporated limited partnership was formed on the date of registration mentioned in the certificate; an incorporated limited partnership existed at a time mentioned in the certificate; named persons were the general partners and limited partners in an incorporated limited partnership at a time mentioned in the certificate; any other particular of an incorporated limited partnership mentioned in the certificate was recorded in the register at a stated time.\n- (a) registering an incorporated limited partnership; or\n- (b) recording a change in the registered particulars of an incorporated limited partnership; or\n- (c) correcting an error or omission in the register in relation to an incorporated limited partnership;\n- (a) an incorporated limited partnership was formed on the date of registration mentioned in the certificate;\n- (b) an incorporated limited partnership existed at a time mentioned in the certificate;\n- (c) named persons were the general partners and limited partners in an incorporated limited partnership at a time mentioned in the certificate;\n- (d) any other particular of an incorporated limited partnership mentioned in the certificate was recorded in the register at a stated time.","sortOrder":97},{"sectionNumber":"sec.81","sectionType":"section","heading":"Registration of firm-name under the Business Names Act 1962","content":"### sec.81 Registration of firm-name under the Business Names Act 1962\n\ns 81 ins 2004 No. 29 s 42\nom 2011 No. 34 s 31 sch 1","sortOrder":98},{"sectionNumber":"sec.82","sectionType":"section","heading":"Acts preparatory to registration do not constitute partnership","content":"### sec.82 Acts preparatory to registration do not constitute partnership\n\nAny act done in connection with the making of an application for registration under this chapter by or for persons proposing to be the partners in a proposed incorporated limited partnership does not of itself create a partnership between the persons.\ns 82 ins 2004 No. 29 s 42","sortOrder":99},{"sectionNumber":"ch.4-pt.4","sectionType":"part","heading":"Powers of incorporated limited partnerships","content":"# Powers of incorporated limited partnerships","sortOrder":100},{"sectionNumber":"sec.83","sectionType":"section","heading":"Powers of partnership","content":"### sec.83 Powers of partnership\n\nAn incorporated limited partnership has the legal capacity and powers of an individual and also all the powers of a body corporate including, for example, the power, whether within or outside Queensland or outside Australia—\nto carry on the business of the partnership; and\nto do all things necessary or convenient to be done in connection with the carrying on of the business of the partnership including, for example, the power to—\nenter into contracts or otherwise acquire rights or liabilities; or\ncreate, confer, vary or cancel interests in the partnership; or\nacquire, hold and dispose of real or personal property or of an interest, whether beneficial or legal, in real or personal property; or\nappoint agents and attorneys, and act as agent for other persons; or\nform, and participate in the formation of, companies or incorporated limited partnerships; or\nparticipate in partnerships, trusts, unincorporated joint ventures and other arrangements for the sharing of profits; or\ndo any other thing it is authorised to do by or under this chapter or the partnership agreement.\nThe powers of an incorporated limited partnership may be limited by the partnership agreement.\nIf a statement is made under section 76 (4) (d) , despite subsections (1) and (2) , the incorporated limited partnership’s powers are limited to carrying on activities related to becoming registered as a VCLP, ESVCLP or AFOF until the incorporated limited partnership becomes a VCLP, ESVCLP or AFOF.\nIf a statement is made under section 76 (4) (f) , despite subsections (1) and (2) , the incorporated limited partnership’s powers are limited to carrying on activities related to becoming a VCMP until the incorporated limited partnership becomes a VCMP.\ns 83 ins 2004 No. 29 s 42\namd 2008 No. 69 s 34\n(sec.83-ssec.1) An incorporated limited partnership has the legal capacity and powers of an individual and also all the powers of a body corporate including, for example, the power, whether within or outside Queensland or outside Australia— to carry on the business of the partnership; and to do all things necessary or convenient to be done in connection with the carrying on of the business of the partnership including, for example, the power to— enter into contracts or otherwise acquire rights or liabilities; or create, confer, vary or cancel interests in the partnership; or acquire, hold and dispose of real or personal property or of an interest, whether beneficial or legal, in real or personal property; or appoint agents and attorneys, and act as agent for other persons; or form, and participate in the formation of, companies or incorporated limited partnerships; or participate in partnerships, trusts, unincorporated joint ventures and other arrangements for the sharing of profits; or do any other thing it is authorised to do by or under this chapter or the partnership agreement.\n(sec.83-ssec.2) The powers of an incorporated limited partnership may be limited by the partnership agreement.\n(sec.83-ssec.3) If a statement is made under section 76 (4) (d) , despite subsections (1) and (2) , the incorporated limited partnership’s powers are limited to carrying on activities related to becoming registered as a VCLP, ESVCLP or AFOF until the incorporated limited partnership becomes a VCLP, ESVCLP or AFOF.\n(sec.83-ssec.4) If a statement is made under section 76 (4) (f) , despite subsections (1) and (2) , the incorporated limited partnership’s powers are limited to carrying on activities related to becoming a VCMP until the incorporated limited partnership becomes a VCMP.\n- (a) to carry on the business of the partnership; and\n- (b) to do all things necessary or convenient to be done in connection with the carrying on of the business of the partnership including, for example, the power to— (i) enter into contracts or otherwise acquire rights or liabilities; or (ii) create, confer, vary or cancel interests in the partnership; or (iii) acquire, hold and dispose of real or personal property or of an interest, whether beneficial or legal, in real or personal property; or (iv) appoint agents and attorneys, and act as agent for other persons; or (v) form, and participate in the formation of, companies or incorporated limited partnerships; or (vi) participate in partnerships, trusts, unincorporated joint ventures and other arrangements for the sharing of profits; or (vii) do any other thing it is authorised to do by or under this chapter or the partnership agreement.\n- (i) enter into contracts or otherwise acquire rights or liabilities; or\n- (ii) create, confer, vary or cancel interests in the partnership; or\n- (iii) acquire, hold and dispose of real or personal property or of an interest, whether beneficial or legal, in real or personal property; or\n- (iv) appoint agents and attorneys, and act as agent for other persons; or\n- (v) form, and participate in the formation of, companies or incorporated limited partnerships; or\n- (vi) participate in partnerships, trusts, unincorporated joint ventures and other arrangements for the sharing of profits; or\n- (vii) do any other thing it is authorised to do by or under this chapter or the partnership agreement.\n- (i) enter into contracts or otherwise acquire rights or liabilities; or\n- (ii) create, confer, vary or cancel interests in the partnership; or\n- (iii) acquire, hold and dispose of real or personal property or of an interest, whether beneficial or legal, in real or personal property; or\n- (iv) appoint agents and attorneys, and act as agent for other persons; or\n- (v) form, and participate in the formation of, companies or incorporated limited partnerships; or\n- (vi) participate in partnerships, trusts, unincorporated joint ventures and other arrangements for the sharing of profits; or\n- (vii) do any other thing it is authorised to do by or under this chapter or the partnership agreement.","sortOrder":101},{"sectionNumber":"sec.84","sectionType":"section","heading":"Relationship of partners to others and between themselves","content":"### sec.84 Relationship of partners to others and between themselves\n\nOther than as provided by the partnership agreement or agreed between the partners—\na general partner, the incorporated limited partnership or an officer, employee or agent of a general partner or of the incorporated limited partnership is not an agent of a limited partner; and\nthe acts of a general partner or of the incorporated limited partnership or of an officer, employee or agent of a general partner or of the incorporated limited partnership do not bind a limited partner; and\na limited partner is not an agent of, or a fiduciary for—\na general partner; or\nanother limited partner; or\nthe incorporated limited partnership; and\nthe acts of a limited partner do not bind a general partner or another limited partner or the incorporated limited partnership itself.\nA reference in subsection (1) to a general partner includes, if the general partner is a partnership, a partner in that partnership.\nNothing in subsection (1) stops the making of, or limits or restricts, an agreement between 2 partners or between a partner and the incorporated limited partnership under which—\n1 partner acts as an agent of another partner or of the partnership and, by so acting, binds the other partner or the partnership; or\nthe partnership acts as an agent of a partner and, by so acting, binds the partner.\nAny consent or authority that under this Act is required or permitted to be given by a partner or 2 or more partners or all the partners may, in the case of an incorporated limited partnership, be given by that partner or those partners by or under the partnership agreement either in relation to all cases, or in relation to all cases subject to stated exceptions, or in relation to any stated case or class of case.\nSubsection (4) does not limit any other way in which a consent or authority might be given.\nAny consent or authority that under this Act is required or permitted to be given by an incorporated limited partnership may, without limiting any other way in which it might be given, be given by a general partner or 2 or more general partners acting under the partnership agreement.\nA limited partner, as limited partner, is not a proper party to any proceeding commenced in a court or tribunal by or against the incorporated limited partnership, other than a proceeding commenced by the incorporated limited partnership against the limited partner or by the limited partner against the incorporated limited partnership.\ns 84 ins 2004 No. 29 s 42\n(sec.84-ssec.1) Other than as provided by the partnership agreement or agreed between the partners— a general partner, the incorporated limited partnership or an officer, employee or agent of a general partner or of the incorporated limited partnership is not an agent of a limited partner; and the acts of a general partner or of the incorporated limited partnership or of an officer, employee or agent of a general partner or of the incorporated limited partnership do not bind a limited partner; and a limited partner is not an agent of, or a fiduciary for— a general partner; or another limited partner; or the incorporated limited partnership; and the acts of a limited partner do not bind a general partner or another limited partner or the incorporated limited partnership itself.\n(sec.84-ssec.2) A reference in subsection (1) to a general partner includes, if the general partner is a partnership, a partner in that partnership.\n(sec.84-ssec.3) Nothing in subsection (1) stops the making of, or limits or restricts, an agreement between 2 partners or between a partner and the incorporated limited partnership under which— 1 partner acts as an agent of another partner or of the partnership and, by so acting, binds the other partner or the partnership; or the partnership acts as an agent of a partner and, by so acting, binds the partner.\n(sec.84-ssec.4) Any consent or authority that under this Act is required or permitted to be given by a partner or 2 or more partners or all the partners may, in the case of an incorporated limited partnership, be given by that partner or those partners by or under the partnership agreement either in relation to all cases, or in relation to all cases subject to stated exceptions, or in relation to any stated case or class of case.\n(sec.84-ssec.5) Subsection (4) does not limit any other way in which a consent or authority might be given.\n(sec.84-ssec.6) Any consent or authority that under this Act is required or permitted to be given by an incorporated limited partnership may, without limiting any other way in which it might be given, be given by a general partner or 2 or more general partners acting under the partnership agreement.\n(sec.84-ssec.7) A limited partner, as limited partner, is not a proper party to any proceeding commenced in a court or tribunal by or against the incorporated limited partnership, other than a proceeding commenced by the incorporated limited partnership against the limited partner or by the limited partner against the incorporated limited partnership.\n- (a) a general partner, the incorporated limited partnership or an officer, employee or agent of a general partner or of the incorporated limited partnership is not an agent of a limited partner; and\n- (b) the acts of a general partner or of the incorporated limited partnership or of an officer, employee or agent of a general partner or of the incorporated limited partnership do not bind a limited partner; and\n- (c) a limited partner is not an agent of, or a fiduciary for— (i) a general partner; or (ii) another limited partner; or (iii) the incorporated limited partnership; and\n- (i) a general partner; or\n- (ii) another limited partner; or\n- (iii) the incorporated limited partnership; and\n- (d) the acts of a limited partner do not bind a general partner or another limited partner or the incorporated limited partnership itself.\n- (i) a general partner; or\n- (ii) another limited partner; or\n- (iii) the incorporated limited partnership; and\n- (a) 1 partner acts as an agent of another partner or of the partnership and, by so acting, binds the other partner or the partnership; or\n- (b) the partnership acts as an agent of a partner and, by so acting, binds the partner.","sortOrder":102},{"sectionNumber":"ch.4-pt.5","sectionType":"part","heading":"Liability and powers of limited partners","content":"# Liability and powers of limited partners","sortOrder":103},{"sectionNumber":"sec.85","sectionType":"section","heading":"Definitions for pt 5","content":"### sec.85 Definitions for pt 5\n\nIn this part—\nrelated body corporate has the meaning given by section 9 of the Corporations Act .\nsecurity holder , in relation to a body, whether corporate or unincorporated, includes a holder of securities (within the meaning of the Corporations Act , section 92 (3) ) in or of the body.\ns 85 ins 2004 No. 29 s 42","sortOrder":104},{"sectionNumber":"sec.86","sectionType":"section","heading":"Limitation of liability of limited partners","content":"### sec.86 Limitation of liability of limited partners\n\nA limited partner has no liability for the liabilities of the incorporated limited partnership or of a general partner.\nNothing in subsection (1) or section 92 or 93 stops—\na contribution of capital or property made by a limited partner to the incorporated limited partnership being used; or\nan obligation of a limited partner to contribute capital or property to the incorporated limited partnership being enforced by any person to whom the obligation is owed;\nin satisfaction of a liability of the partnership or of a general partner.\nThis section is subject to section 87 .\ns 86 ins 2004 No. 29 s 42\n(sec.86-ssec.1) A limited partner has no liability for the liabilities of the incorporated limited partnership or of a general partner.\n(sec.86-ssec.2) Nothing in subsection (1) or section 92 or 93 stops— a contribution of capital or property made by a limited partner to the incorporated limited partnership being used; or an obligation of a limited partner to contribute capital or property to the incorporated limited partnership being enforced by any person to whom the obligation is owed; in satisfaction of a liability of the partnership or of a general partner.\n(sec.86-ssec.3) This section is subject to section 87 .\n- (a) a contribution of capital or property made by a limited partner to the incorporated limited partnership being used; or\n- (b) an obligation of a limited partner to contribute capital or property to the incorporated limited partnership being enforced by any person to whom the obligation is owed;","sortOrder":105},{"sectionNumber":"sec.87","sectionType":"section","heading":"Limited partner not to take part in the management of the incorporated limited partnership","content":"### sec.87 Limited partner not to take part in the management of the incorporated limited partnership\n\nA limited partner must not take part in the management of the business of the incorporated limited partnership.\nIf—\nas a direct result of any wrongful act or omission of a limited partner in taking part in the management of the business of an incorporated limited partnership, the limited partner causes any loss or injury to any person other than a partner in the partnership (a third party ); and\nat the time of the act or omission the third party had reasonable grounds to believe that the limited partner was a general partner in the partnership;\nthe limited partner is liable for the loss or injury to the same extent that the limited partner would have been liable if the limited partner were in fact a general partner in the partnership.\nA limited partner is not an agent of an incorporated limited partnership and the acts of a limited partner do not bind a general partner, another limited partner or the partnership itself. See section 84 (1) .\nA limited partner is not to be regarded as taking part in the management of the business of the incorporated limited partnership only because the limited partner or a person acting for the limited partner—\nis an employee or an independent contractor of the partnership or of a general partner or an associate of the general partner, or is an officer of a general partner that is a body corporate; or\ngives advice to, or for, the partnership or a general partner or an associate of the general partner in the proper performance of functions arising from—\nthe engagement of the limited partner in a professional capacity or a person acting on behalf of the limited partner in a professional capacity; or\nbusiness dealings between the limited partner, or a person acting on behalf of the limited partner, and the partnership or between the limited partner and a general partner or an associate of the general partner; or\ngives a guarantee or indemnity in relation to any liability of the partnership or of a general partner or an associate of the general partner; or\ntakes any action, or participates in any action taken by any other limited partner, for the purpose of enforcing the rights, or safeguarding the interests, of the limited partner as a limited partner; or\nif permitted by the partnership agreement—\ncalls, requisitions, convenes, chairs, participates in, postpones, adjourns or makes a record of a meeting of the partners or of the limited partners or of any of them; or\nwhether at the meeting or in writing or otherwise, requisitions, formulates, signs, approves, disapproves, proposes, moves, supports, opposes, speaks to or votes on any resolution, or an amendment to any resolution of the partners or of the limited partners or of any of them; or\nexercises a power conferred on the limited partner by subsection (4) or under the partnership agreement or otherwise has, or exercises, a right to—\nhave access to and inspect the books or records of the partnership or copy any of them; or\nexamine the state or prospects of the business of the partnership or advise, or consult with, other partners in relation to the state or prospects of the business of the partnership; or\nis or acts as an officer, director, security holder, partner, agent, employee or independent contractor of an associate of the partnership; or\ngives advice to, or consults with, an associate of the partnership; or\nis or acts as a lender to, or fiduciary for, an associate of the partnership; or\nto the extent authorised by the partnership agreement, participates on, or has or exercises any right to appoint 1 or more persons to, or remove 1 or more persons from, or to nominate 1 or more persons for appointment to or removal from, a committee that considers, approves of, consents to or disapproves of any 1 or more of the following proposals from a general partner—\na proposal involving a material change in the nature of the business of the partnership, including a change in, or departure from, any investment guidelines, policies or conditions relating to the business of the partnership;\na proposal for the adoption of a method for valuing some or all of the assets of the partnership, including a change to, replacement of or variation from a method for valuing some or all of the assets of the partnership;\na proposal for an extension or reduction in the period in which, under the partnership agreement, investments (or particular types of investments) can be made by the partnership, or for any approval or disapproval of investments that the partnership does not otherwise have a right to make;\na proposal relating to any actual or potential transaction or other matter involving any actual or potential conflict of interest;\na proposal relating to any actual or potential transaction, contract, arrangement or understanding between 1 or more of the partners, or their associates, and the general partner, the partnership or any associate of the general partner or of the partnership;\na proposal for the delegation, waiver, release or variation of an authority, right, duty or obligation of the general partner;\na proposal for the appointment or approval under the partnership agreement of any person as a senior executive of the general partner or of an associate of the general partner; or\nnominates, selects, investigates, evaluates or negotiates with any person in connection with the removal or replacement of a general partner, or participates on a committee that proposes, considers, approves of, consents to or disapproves of any nomination, selection, appointment, change in control or ownership, suspension, replacement or removal of a general partner or an associate of a general partner; or\ntakes any action, or participates in any action taken by any other limited partner, for the purpose of registering or maintaining the registration of the partnership or a general partner in the partnership under the Venture Capital Act 2002 (Cwlth) , part 2 as a VCLP, ESVCLP or an AFOF.\nSubject to the partnership agreement, a limited partner or a person authorised by the limited partner may at any time—\nhave access to and inspect the books or records of the partnership or copy any of them; and\nexamine the state or prospects of the business of the partnership and advise, or consult with, other partners in relation to the state or prospects of the business of the partnership.\nThe provisions of this section may not be varied by the partnership agreement or with the consent of the partners, whether given by or under the partnership agreement or otherwise.\nSection 84 (4) enables partners to give consent by or under the partnership agreement.\nNo implication is to be taken to arise from subsection (3) that a limited partner in an incorporated limited partnership is to be regarded as taking part in the management of the business of the partnership only because the limited partner or a person acting on behalf of the partner does any thing in connection with the conduct of that business that is not referred to in that subsection.\nFor the purposes of this section, a limited partner in an incorporated limited partnership that is a VCMP is not to be regarded as taking part in the management of the business of the incorporated limited partnership only because of any act the limited partner takes in relation to the incorporated limited partnership in the capacity of a partner or associate of a partner in the VCMP.\nIn this section, a reference to a general partner in an incorporated limited partnership includes, if the general partner is a partnership, a partner in that partnership.\ns 87 ins 2004 No. 29 s 42\namd 2008 No. 69 s 35\n(sec.87-ssec.1) A limited partner must not take part in the management of the business of the incorporated limited partnership.\n(sec.87-ssec.2) If— as a direct result of any wrongful act or omission of a limited partner in taking part in the management of the business of an incorporated limited partnership, the limited partner causes any loss or injury to any person other than a partner in the partnership (a third party ); and at the time of the act or omission the third party had reasonable grounds to believe that the limited partner was a general partner in the partnership; the limited partner is liable for the loss or injury to the same extent that the limited partner would have been liable if the limited partner were in fact a general partner in the partnership. A limited partner is not an agent of an incorporated limited partnership and the acts of a limited partner do not bind a general partner, another limited partner or the partnership itself. See section 84 (1) .\n(sec.87-ssec.3) A limited partner is not to be regarded as taking part in the management of the business of the incorporated limited partnership only because the limited partner or a person acting for the limited partner— is an employee or an independent contractor of the partnership or of a general partner or an associate of the general partner, or is an officer of a general partner that is a body corporate; or gives advice to, or for, the partnership or a general partner or an associate of the general partner in the proper performance of functions arising from— the engagement of the limited partner in a professional capacity or a person acting on behalf of the limited partner in a professional capacity; or business dealings between the limited partner, or a person acting on behalf of the limited partner, and the partnership or between the limited partner and a general partner or an associate of the general partner; or gives a guarantee or indemnity in relation to any liability of the partnership or of a general partner or an associate of the general partner; or takes any action, or participates in any action taken by any other limited partner, for the purpose of enforcing the rights, or safeguarding the interests, of the limited partner as a limited partner; or if permitted by the partnership agreement— calls, requisitions, convenes, chairs, participates in, postpones, adjourns or makes a record of a meeting of the partners or of the limited partners or of any of them; or whether at the meeting or in writing or otherwise, requisitions, formulates, signs, approves, disapproves, proposes, moves, supports, opposes, speaks to or votes on any resolution, or an amendment to any resolution of the partners or of the limited partners or of any of them; or exercises a power conferred on the limited partner by subsection (4) or under the partnership agreement or otherwise has, or exercises, a right to— have access to and inspect the books or records of the partnership or copy any of them; or examine the state or prospects of the business of the partnership or advise, or consult with, other partners in relation to the state or prospects of the business of the partnership; or is or acts as an officer, director, security holder, partner, agent, employee or independent contractor of an associate of the partnership; or gives advice to, or consults with, an associate of the partnership; or is or acts as a lender to, or fiduciary for, an associate of the partnership; or to the extent authorised by the partnership agreement, participates on, or has or exercises any right to appoint 1 or more persons to, or remove 1 or more persons from, or to nominate 1 or more persons for appointment to or removal from, a committee that considers, approves of, consents to or disapproves of any 1 or more of the following proposals from a general partner— a proposal involving a material change in the nature of the business of the partnership, including a change in, or departure from, any investment guidelines, policies or conditions relating to the business of the partnership; a proposal for the adoption of a method for valuing some or all of the assets of the partnership, including a change to, replacement of or variation from a method for valuing some or all of the assets of the partnership; a proposal for an extension or reduction in the period in which, under the partnership agreement, investments (or particular types of investments) can be made by the partnership, or for any approval or disapproval of investments that the partnership does not otherwise have a right to make; a proposal relating to any actual or potential transaction or other matter involving any actual or potential conflict of interest; a proposal relating to any actual or potential transaction, contract, arrangement or understanding between 1 or more of the partners, or their associates, and the general partner, the partnership or any associate of the general partner or of the partnership; a proposal for the delegation, waiver, release or variation of an authority, right, duty or obligation of the general partner; a proposal for the appointment or approval under the partnership agreement of any person as a senior executive of the general partner or of an associate of the general partner; or nominates, selects, investigates, evaluates or negotiates with any person in connection with the removal or replacement of a general partner, or participates on a committee that proposes, considers, approves of, consents to or disapproves of any nomination, selection, appointment, change in control or ownership, suspension, replacement or removal of a general partner or an associate of a general partner; or takes any action, or participates in any action taken by any other limited partner, for the purpose of registering or maintaining the registration of the partnership or a general partner in the partnership under the Venture Capital Act 2002 (Cwlth) , part 2 as a VCLP, ESVCLP or an AFOF.\n(sec.87-ssec.4) Subject to the partnership agreement, a limited partner or a person authorised by the limited partner may at any time— have access to and inspect the books or records of the partnership or copy any of them; and examine the state or prospects of the business of the partnership and advise, or consult with, other partners in relation to the state or prospects of the business of the partnership.\n(sec.87-ssec.5) The provisions of this section may not be varied by the partnership agreement or with the consent of the partners, whether given by or under the partnership agreement or otherwise. Section 84 (4) enables partners to give consent by or under the partnership agreement.\n(sec.87-ssec.6) No implication is to be taken to arise from subsection (3) that a limited partner in an incorporated limited partnership is to be regarded as taking part in the management of the business of the partnership only because the limited partner or a person acting on behalf of the partner does any thing in connection with the conduct of that business that is not referred to in that subsection.\n(sec.87-ssec.7) For the purposes of this section, a limited partner in an incorporated limited partnership that is a VCMP is not to be regarded as taking part in the management of the business of the incorporated limited partnership only because of any act the limited partner takes in relation to the incorporated limited partnership in the capacity of a partner or associate of a partner in the VCMP.\n(sec.87-ssec.8) In this section, a reference to a general partner in an incorporated limited partnership includes, if the general partner is a partnership, a partner in that partnership.\n- (a) as a direct result of any wrongful act or omission of a limited partner in taking part in the management of the business of an incorporated limited partnership, the limited partner causes any loss or injury to any person other than a partner in the partnership (a third party ); and\n- (b) at the time of the act or omission the third party had reasonable grounds to believe that the limited partner was a general partner in the partnership;\n- (a) is an employee or an independent contractor of the partnership or of a general partner or an associate of the general partner, or is an officer of a general partner that is a body corporate; or\n- (b) gives advice to, or for, the partnership or a general partner or an associate of the general partner in the proper performance of functions arising from— (i) the engagement of the limited partner in a professional capacity or a person acting on behalf of the limited partner in a professional capacity; or (ii) business dealings between the limited partner, or a person acting on behalf of the limited partner, and the partnership or between the limited partner and a general partner or an associate of the general partner; or\n- (i) the engagement of the limited partner in a professional capacity or a person acting on behalf of the limited partner in a professional capacity; or\n- (ii) business dealings between the limited partner, or a person acting on behalf of the limited partner, and the partnership or between the limited partner and a general partner or an associate of the general partner; or\n- (c) gives a guarantee or indemnity in relation to any liability of the partnership or of a general partner or an associate of the general partner; or\n- (d) takes any action, or participates in any action taken by any other limited partner, for the purpose of enforcing the rights, or safeguarding the interests, of the limited partner as a limited partner; or\n- (e) if permitted by the partnership agreement— (i) calls, requisitions, convenes, chairs, participates in, postpones, adjourns or makes a record of a meeting of the partners or of the limited partners or of any of them; or (ii) whether at the meeting or in writing or otherwise, requisitions, formulates, signs, approves, disapproves, proposes, moves, supports, opposes, speaks to or votes on any resolution, or an amendment to any resolution of the partners or of the limited partners or of any of them; or\n- (i) calls, requisitions, convenes, chairs, participates in, postpones, adjourns or makes a record of a meeting of the partners or of the limited partners or of any of them; or\n- (ii) whether at the meeting or in writing or otherwise, requisitions, formulates, signs, approves, disapproves, proposes, moves, supports, opposes, speaks to or votes on any resolution, or an amendment to any resolution of the partners or of the limited partners or of any of them; or\n- (f) exercises a power conferred on the limited partner by subsection (4) or under the partnership agreement or otherwise has, or exercises, a right to— (i) have access to and inspect the books or records of the partnership or copy any of them; or (ii) examine the state or prospects of the business of the partnership or advise, or consult with, other partners in relation to the state or prospects of the business of the partnership; or\n- (i) have access to and inspect the books or records of the partnership or copy any of them; or\n- (ii) examine the state or prospects of the business of the partnership or advise, or consult with, other partners in relation to the state or prospects of the business of the partnership; or\n- (g) is or acts as an officer, director, security holder, partner, agent, employee or independent contractor of an associate of the partnership; or\n- (h) gives advice to, or consults with, an associate of the partnership; or\n- (i) is or acts as a lender to, or fiduciary for, an associate of the partnership; or\n- (j) to the extent authorised by the partnership agreement, participates on, or has or exercises any right to appoint 1 or more persons to, or remove 1 or more persons from, or to nominate 1 or more persons for appointment to or removal from, a committee that considers, approves of, consents to or disapproves of any 1 or more of the following proposals from a general partner— (i) a proposal involving a material change in the nature of the business of the partnership, including a change in, or departure from, any investment guidelines, policies or conditions relating to the business of the partnership; (ii) a proposal for the adoption of a method for valuing some or all of the assets of the partnership, including a change to, replacement of or variation from a method for valuing some or all of the assets of the partnership; (iii) a proposal for an extension or reduction in the period in which, under the partnership agreement, investments (or particular types of investments) can be made by the partnership, or for any approval or disapproval of investments that the partnership does not otherwise have a right to make; (iv) a proposal relating to any actual or potential transaction or other matter involving any actual or potential conflict of interest; (v) a proposal relating to any actual or potential transaction, contract, arrangement or understanding between 1 or more of the partners, or their associates, and the general partner, the partnership or any associate of the general partner or of the partnership; (vi) a proposal for the delegation, waiver, release or variation of an authority, right, duty or obligation of the general partner; (vii) a proposal for the appointment or approval under the partnership agreement of any person as a senior executive of the general partner or of an associate of the general partner; or\n- (i) a proposal involving a material change in the nature of the business of the partnership, including a change in, or departure from, any investment guidelines, policies or conditions relating to the business of the partnership;\n- (ii) a proposal for the adoption of a method for valuing some or all of the assets of the partnership, including a change to, replacement of or variation from a method for valuing some or all of the assets of the partnership;\n- (iii) a proposal for an extension or reduction in the period in which, under the partnership agreement, investments (or particular types of investments) can be made by the partnership, or for any approval or disapproval of investments that the partnership does not otherwise have a right to make;\n- (iv) a proposal relating to any actual or potential transaction or other matter involving any actual or potential conflict of interest;\n- (v) a proposal relating to any actual or potential transaction, contract, arrangement or understanding between 1 or more of the partners, or their associates, and the general partner, the partnership or any associate of the general partner or of the partnership;\n- (vi) a proposal for the delegation, waiver, release or variation of an authority, right, duty or obligation of the general partner;\n- (vii) a proposal for the appointment or approval under the partnership agreement of any person as a senior executive of the general partner or of an associate of the general partner; or\n- (k) nominates, selects, investigates, evaluates or negotiates with any person in connection with the removal or replacement of a general partner, or participates on a committee that proposes, considers, approves of, consents to or disapproves of any nomination, selection, appointment, change in control or ownership, suspension, replacement or removal of a general partner or an associate of a general partner; or\n- (l) takes any action, or participates in any action taken by any other limited partner, for the purpose of registering or maintaining the registration of the partnership or a general partner in the partnership under the Venture Capital Act 2002 (Cwlth) , part 2 as a VCLP, ESVCLP or an AFOF.\n- (i) the engagement of the limited partner in a professional capacity or a person acting on behalf of the limited partner in a professional capacity; or\n- (ii) business dealings between the limited partner, or a person acting on behalf of the limited partner, and the partnership or between the limited partner and a general partner or an associate of the general partner; or\n- (i) calls, requisitions, convenes, chairs, participates in, postpones, adjourns or makes a record of a meeting of the partners or of the limited partners or of any of them; or\n- (ii) whether at the meeting or in writing or otherwise, requisitions, formulates, signs, approves, disapproves, proposes, moves, supports, opposes, speaks to or votes on any resolution, or an amendment to any resolution of the partners or of the limited partners or of any of them; or\n- (i) have access to and inspect the books or records of the partnership or copy any of them; or\n- (ii) examine the state or prospects of the business of the partnership or advise, or consult with, other partners in relation to the state or prospects of the business of the partnership; or\n- (i) a proposal involving a material change in the nature of the business of the partnership, including a change in, or departure from, any investment guidelines, policies or conditions relating to the business of the partnership;\n- (ii) a proposal for the adoption of a method for valuing some or all of the assets of the partnership, including a change to, replacement of or variation from a method for valuing some or all of the assets of the partnership;\n- (iii) a proposal for an extension or reduction in the period in which, under the partnership agreement, investments (or particular types of investments) can be made by the partnership, or for any approval or disapproval of investments that the partnership does not otherwise have a right to make;\n- (iv) a proposal relating to any actual or potential transaction or other matter involving any actual or potential conflict of interest;\n- (v) a proposal relating to any actual or potential transaction, contract, arrangement or understanding between 1 or more of the partners, or their associates, and the general partner, the partnership or any associate of the general partner or of the partnership;\n- (vi) a proposal for the delegation, waiver, release or variation of an authority, right, duty or obligation of the general partner;\n- (vii) a proposal for the appointment or approval under the partnership agreement of any person as a senior executive of the general partner or of an associate of the general partner; or\n- (a) have access to and inspect the books or records of the partnership or copy any of them; and\n- (b) examine the state or prospects of the business of the partnership and advise, or consult with, other partners in relation to the state or prospects of the business of the partnership.","sortOrder":106},{"sectionNumber":"sec.88","sectionType":"section","heading":"Definitions, etc. applicable to s 87","content":"### sec.88 Definitions, etc. applicable to s 87\n\nIn section 87 —\na reference to an associate of a general partner includes a reference to—\nif the general partner is a partnership, a partner in that partnership (a partner in the general partner ); and\nany person who has an interest in the general partner or in any partner in the general partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and\nany person to whom the general partner or any partner in the general partner has delegated any power, authority, right, duty or obligation of the general partner in relation to the partnership or any partnership in which the general partner is a general partner; and\nif the general partner or a partner in the general partner or a person covered by subparagraph (ii) or (iii) is a body corporate, a related body corporate of that body corporate; and\na director, officer, employee, agent, representative or security holder of the general partner or of any partner in the general partner or of a person covered by subparagraph (ii) , (iii) or (iv) ; and\na reference to an associate of a limited partner includes a reference to—\nif the limited partner is a partnership, a partner in that partnership (a partner in the limited partner ); and\nany person who has an interest in the limited partner or in any partner in the limited partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and\nif the limited partner or a partner in the limited partner or a person covered by subparagraph (ii) is a body corporate, a related body corporate of that body corporate; and\na director, officer, employee, agent, representative or security holder of the limited partner or of any partner in the limited partner or of a person covered by subparagraph (ii) or (iii) ; and\na reference to an associate of an incorporated limited partnership includes a reference to—\nany person or partnership in which the incorporated limited partnership has an interest, whether as security holder or otherwise; and\nif a person or partnership covered by subparagraph (i) is a body corporate, a related body corporate of that body corporate.\nIn this section, a reference to a general partner in an incorporated limited partnership includes, if the general partner is a partnership, a partner in that partnership.\ns 88 ins 2004 No. 29 s 42\n(sec.88-ssec.1) In section 87 — a reference to an associate of a general partner includes a reference to— if the general partner is a partnership, a partner in that partnership (a partner in the general partner ); and any person who has an interest in the general partner or in any partner in the general partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and any person to whom the general partner or any partner in the general partner has delegated any power, authority, right, duty or obligation of the general partner in relation to the partnership or any partnership in which the general partner is a general partner; and if the general partner or a partner in the general partner or a person covered by subparagraph (ii) or (iii) is a body corporate, a related body corporate of that body corporate; and a director, officer, employee, agent, representative or security holder of the general partner or of any partner in the general partner or of a person covered by subparagraph (ii) , (iii) or (iv) ; and a reference to an associate of a limited partner includes a reference to— if the limited partner is a partnership, a partner in that partnership (a partner in the limited partner ); and any person who has an interest in the limited partner or in any partner in the limited partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and if the limited partner or a partner in the limited partner or a person covered by subparagraph (ii) is a body corporate, a related body corporate of that body corporate; and a director, officer, employee, agent, representative or security holder of the limited partner or of any partner in the limited partner or of a person covered by subparagraph (ii) or (iii) ; and a reference to an associate of an incorporated limited partnership includes a reference to— any person or partnership in which the incorporated limited partnership has an interest, whether as security holder or otherwise; and if a person or partnership covered by subparagraph (i) is a body corporate, a related body corporate of that body corporate.\n(sec.88-ssec.2) In this section, a reference to a general partner in an incorporated limited partnership includes, if the general partner is a partnership, a partner in that partnership.\n- (a) a reference to an associate of a general partner includes a reference to— (i) if the general partner is a partnership, a partner in that partnership (a partner in the general partner ); and (ii) any person who has an interest in the general partner or in any partner in the general partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and (iii) any person to whom the general partner or any partner in the general partner has delegated any power, authority, right, duty or obligation of the general partner in relation to the partnership or any partnership in which the general partner is a general partner; and (iv) if the general partner or a partner in the general partner or a person covered by subparagraph (ii) or (iii) is a body corporate, a related body corporate of that body corporate; and (v) a director, officer, employee, agent, representative or security holder of the general partner or of any partner in the general partner or of a person covered by subparagraph (ii) , (iii) or (iv) ; and\n- (i) if the general partner is a partnership, a partner in that partnership (a partner in the general partner ); and\n- (ii) any person who has an interest in the general partner or in any partner in the general partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and\n- (iii) any person to whom the general partner or any partner in the general partner has delegated any power, authority, right, duty or obligation of the general partner in relation to the partnership or any partnership in which the general partner is a general partner; and\n- (iv) if the general partner or a partner in the general partner or a person covered by subparagraph (ii) or (iii) is a body corporate, a related body corporate of that body corporate; and\n- (v) a director, officer, employee, agent, representative or security holder of the general partner or of any partner in the general partner or of a person covered by subparagraph (ii) , (iii) or (iv) ; and\n- (b) a reference to an associate of a limited partner includes a reference to— (i) if the limited partner is a partnership, a partner in that partnership (a partner in the limited partner ); and (ii) any person who has an interest in the limited partner or in any partner in the limited partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and (iii) if the limited partner or a partner in the limited partner or a person covered by subparagraph (ii) is a body corporate, a related body corporate of that body corporate; and (iv) a director, officer, employee, agent, representative or security holder of the limited partner or of any partner in the limited partner or of a person covered by subparagraph (ii) or (iii) ; and\n- (i) if the limited partner is a partnership, a partner in that partnership (a partner in the limited partner ); and\n- (ii) any person who has an interest in the limited partner or in any partner in the limited partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and\n- (iii) if the limited partner or a partner in the limited partner or a person covered by subparagraph (ii) is a body corporate, a related body corporate of that body corporate; and\n- (iv) a director, officer, employee, agent, representative or security holder of the limited partner or of any partner in the limited partner or of a person covered by subparagraph (ii) or (iii) ; and\n- (c) a reference to an associate of an incorporated limited partnership includes a reference to— (i) any person or partnership in which the incorporated limited partnership has an interest, whether as security holder or otherwise; and (ii) if a person or partnership covered by subparagraph (i) is a body corporate, a related body corporate of that body corporate.\n- (i) any person or partnership in which the incorporated limited partnership has an interest, whether as security holder or otherwise; and\n- (ii) if a person or partnership covered by subparagraph (i) is a body corporate, a related body corporate of that body corporate.\n- (i) if the general partner is a partnership, a partner in that partnership (a partner in the general partner ); and\n- (ii) any person who has an interest in the general partner or in any partner in the general partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and\n- (iii) any person to whom the general partner or any partner in the general partner has delegated any power, authority, right, duty or obligation of the general partner in relation to the partnership or any partnership in which the general partner is a general partner; and\n- (iv) if the general partner or a partner in the general partner or a person covered by subparagraph (ii) or (iii) is a body corporate, a related body corporate of that body corporate; and\n- (v) a director, officer, employee, agent, representative or security holder of the general partner or of any partner in the general partner or of a person covered by subparagraph (ii) , (iii) or (iv) ; and\n- (i) if the limited partner is a partnership, a partner in that partnership (a partner in the limited partner ); and\n- (ii) any person who has an interest in the limited partner or in any partner in the limited partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and\n- (iii) if the limited partner or a partner in the limited partner or a person covered by subparagraph (ii) is a body corporate, a related body corporate of that body corporate; and\n- (iv) a director, officer, employee, agent, representative or security holder of the limited partner or of any partner in the limited partner or of a person covered by subparagraph (ii) or (iii) ; and\n- (i) any person or partnership in which the incorporated limited partnership has an interest, whether as security holder or otherwise; and\n- (ii) if a person or partnership covered by subparagraph (i) is a body corporate, a related body corporate of that body corporate.","sortOrder":107},{"sectionNumber":"sec.89","sectionType":"section","heading":"Differences between partners","content":"### sec.89 Differences between partners\n\nA difference arising as to ordinary matters connected with the business of an incorporated limited partnership may be decided by a majority of the general partners.\nThe provision made by subsection (1) may be varied by the partnership agreement or with the consent of the partners.\ns 89 ins 2004 No. 29 s 42\n(sec.89-ssec.1) A difference arising as to ordinary matters connected with the business of an incorporated limited partnership may be decided by a majority of the general partners.\n(sec.89-ssec.2) The provision made by subsection (1) may be varied by the partnership agreement or with the consent of the partners.","sortOrder":108},{"sectionNumber":"sec.90","sectionType":"section","heading":"Change in partners","content":"### sec.90 Change in partners\n\nA limited partner may, with the consent of the general partners and the agreement of the transferee, transfer the whole or a part of the limited partner’s interest in the incorporated limited partnership.\nIf the limited partner’s entire interest in the incorporated limited partnership is transferred to the 1 transferee, the transferee becomes a limited partner in substitution for the transferor with all the rights and obligations of the transferor.\nIf only a part of the limited partner’s interest in the incorporated limited partnership is transferred to a transferee, the transferee becomes a limited partner in substitution for the transferor in relation to the transferred part and with all the rights and obligations of the transferor in relation to that part.\nA person may be admitted as a partner in an incorporated limited partnership without the necessity to obtain the consent of any limited partner.\nThe provision made by subsections (1) to (4) may be varied by the partnership agreement or with the consent of the partners.\ns 90 ins 2004 No. 29 s 42\n(sec.90-ssec.1) A limited partner may, with the consent of the general partners and the agreement of the transferee, transfer the whole or a part of the limited partner’s interest in the incorporated limited partnership.\n(sec.90-ssec.2) If the limited partner’s entire interest in the incorporated limited partnership is transferred to the 1 transferee, the transferee becomes a limited partner in substitution for the transferor with all the rights and obligations of the transferor.\n(sec.90-ssec.3) If only a part of the limited partner’s interest in the incorporated limited partnership is transferred to a transferee, the transferee becomes a limited partner in substitution for the transferor in relation to the transferred part and with all the rights and obligations of the transferor in relation to that part.\n(sec.90-ssec.4) A person may be admitted as a partner in an incorporated limited partnership without the necessity to obtain the consent of any limited partner.\n(sec.90-ssec.5) The provision made by subsections (1) to (4) may be varied by the partnership agreement or with the consent of the partners.","sortOrder":109},{"sectionNumber":"sec.91","sectionType":"section","heading":"Change in status of partners","content":"### sec.91 Change in status of partners\n\nIf a general partner becomes a limited partner, the partner remains liable for any liability of the incorporated limited partnership that arose before the partner became a limited partner to the extent that the partnership is unable to satisfy the liability or to the greater extent provided by the partnership agreement.\nIf a limited partner becomes a general partner, the partner remains not liable (subject to section 87 (2) ) for any liability of the incorporated limited partnership that arose before the partner became a general partner.\nSection 87 (2) imposes liability in particular circumstances on a limited partner who takes part in the management of the business of the incorporated limited partnership.\ns 91 ins 2004 No. 29 s 42\n(sec.91-ssec.1) If a general partner becomes a limited partner, the partner remains liable for any liability of the incorporated limited partnership that arose before the partner became a limited partner to the extent that the partnership is unable to satisfy the liability or to the greater extent provided by the partnership agreement.\n(sec.91-ssec.2) If a limited partner becomes a general partner, the partner remains not liable (subject to section 87 (2) ) for any liability of the incorporated limited partnership that arose before the partner became a general partner. Section 87 (2) imposes liability in particular circumstances on a limited partner who takes part in the management of the business of the incorporated limited partnership.","sortOrder":110},{"sectionNumber":"sec.92","sectionType":"section","heading":"Liability for conduct or acts outside the State","content":"### sec.92 Liability for conduct or acts outside the State\n\nA limited partner in an incorporated limited partnership may only be liable for a liability incurred by the partnership as a result of—\nthe conduct of the incorporated limited partnership’s business outside the State; or\nacts outside the State of a general partner, a limited partner or the incorporated limited partnership or of any officer, employee or agent of a general partner or of the incorporated limited partnership;\nif the limited partner would be so liable if the conduct or acts occurred within the State.\nSection 87 (2) imposes liability in particular circumstances on a limited partner who takes part in the management of the business of the incorporated limited partnership.\ns 92 ins 2004 No. 29 s 42\n- (a) the conduct of the incorporated limited partnership’s business outside the State; or\n- (b) acts outside the State of a general partner, a limited partner or the incorporated limited partnership or of any officer, employee or agent of a general partner or of the incorporated limited partnership;","sortOrder":111},{"sectionNumber":"sec.93","sectionType":"section","heading":"Recognised incorporated limited partnerships under corresponding laws","content":"### sec.93 Recognised incorporated limited partnerships under corresponding laws\n\nA partner in a recognised incorporated limited partnership may only be liable for a liability incurred by the partnership as a result of—\nthe conduct of the recognised incorporated limited partnership’s business in this State; or\nthe acts in this State of a partner in the recognised incorporated limited partnership or of the partnership itself or of any officer, employee or agent of a partner in the partnership or of the partnership;\nif the partner would be so liable under the corresponding law if the conduct or acts happened in the place where the recognised incorporated limited partnership was formed.\nSubject to subsections (3) and (4) , the Governor in Council may, by regulation, declare a law of another State or another country or jurisdiction to be a corresponding law for this chapter.\nThe law of another State may be declared to be a corresponding law only if the Minister is satisfied that under that law a limited partner in an incorporated limited partnership formed under this chapter and registered or otherwise recognised under that law may only be liable for a liability incurred by the partnership as a result of—\nthe conduct in that State of the business of the partnership; or\nthe acts in that State of a partner in the partnership or of the partnership itself or of any officer, employee or agent of a general partner in the partnership or of the partnership;\nif the partner would be so liable under this chapter if the conduct or acts happened within the State.\nThe law of another country or jurisdiction, other than another State, may not be declared to be a corresponding law unless the Minister is satisfied that that law provides for the limitation of liability of particular partners in particular partnerships.\nThis section is in addition to, and does not limit, any rule of law under which recognition is or may be given to a limitation of liability of a partner in a partnership.\nIn this section—\ncorresponding law means—\na law of another State or of another country or jurisdiction that substantially corresponds to this chapter; or\na law declared under subsection (2) to be a corresponding law for this chapter.\nrecognised incorporated limited partnership means a partnership formed under a corresponding law.\ns 93 ins 2004 No. 29 s 42\n(sec.93-ssec.1) A partner in a recognised incorporated limited partnership may only be liable for a liability incurred by the partnership as a result of— the conduct of the recognised incorporated limited partnership’s business in this State; or the acts in this State of a partner in the recognised incorporated limited partnership or of the partnership itself or of any officer, employee or agent of a partner in the partnership or of the partnership; if the partner would be so liable under the corresponding law if the conduct or acts happened in the place where the recognised incorporated limited partnership was formed.\n(sec.93-ssec.2) Subject to subsections (3) and (4) , the Governor in Council may, by regulation, declare a law of another State or another country or jurisdiction to be a corresponding law for this chapter.\n(sec.93-ssec.3) The law of another State may be declared to be a corresponding law only if the Minister is satisfied that under that law a limited partner in an incorporated limited partnership formed under this chapter and registered or otherwise recognised under that law may only be liable for a liability incurred by the partnership as a result of— the conduct in that State of the business of the partnership; or the acts in that State of a partner in the partnership or of the partnership itself or of any officer, employee or agent of a general partner in the partnership or of the partnership; if the partner would be so liable under this chapter if the conduct or acts happened within the State.\n(sec.93-ssec.4) The law of another country or jurisdiction, other than another State, may not be declared to be a corresponding law unless the Minister is satisfied that that law provides for the limitation of liability of particular partners in particular partnerships.\n(sec.93-ssec.5) This section is in addition to, and does not limit, any rule of law under which recognition is or may be given to a limitation of liability of a partner in a partnership.\n(sec.93-ssec.6) In this section— corresponding law means— a law of another State or of another country or jurisdiction that substantially corresponds to this chapter; or a law declared under subsection (2) to be a corresponding law for this chapter. recognised incorporated limited partnership means a partnership formed under a corresponding law.\n- (a) the conduct of the recognised incorporated limited partnership’s business in this State; or\n- (b) the acts in this State of a partner in the recognised incorporated limited partnership or of the partnership itself or of any officer, employee or agent of a partner in the partnership or of the partnership;\n- (a) the conduct in that State of the business of the partnership; or\n- (b) the acts in that State of a partner in the partnership or of the partnership itself or of any officer, employee or agent of a general partner in the partnership or of the partnership;\n- (a) a law of another State or of another country or jurisdiction that substantially corresponds to this chapter; or\n- (b) a law declared under subsection (2) to be a corresponding law for this chapter.","sortOrder":112},{"sectionNumber":"sec.94","sectionType":"section","heading":"Effect of ss 92 and 93","content":"### sec.94 Effect of ss 92 and 93\n\nNo implication is to be taken to arise from section 92 or 93 that a limited partner has any liability, or apart from that section would have any liability, in connection with conduct of a partnership’s business or acts outside the State that the limited partner would not have in connection with conduct or acts within the State.\ns 94 ins 2004 No. 29 s 42","sortOrder":113},{"sectionNumber":"ch.4-pt.6","sectionType":"part","heading":"Winding up of incorporated limited partnership","content":"# Winding up of incorporated limited partnership","sortOrder":114},{"sectionNumber":"sec.95","sectionType":"section","heading":"Definition for pt 6","content":"### sec.95 Definition for pt 6\n\nIn this part—\nassets , in relation to an incorporated limited partnership, means the assets remaining after satisfaction of the liabilities of the partnership and the costs, charges and expenses of the winding up.\ns 95 ins 2004 No. 29 s 42","sortOrder":115},{"sectionNumber":"sec.96","sectionType":"section","heading":"Voluntary winding up","content":"### sec.96 Voluntary winding up\n\nAn incorporated limited partnership may be wound up voluntarily—\nif the partnership agreement sets out the terms on which the partnership may be voluntarily wound up, in accordance with the partnership agreement; or\nsubject to the partnership agreement, if the limited partners so resolve by special resolution.\nOn a voluntary winding up of an incorporated limited partnership—\nif the partnership agreement sets out how the assets are to be dealt with on a voluntary winding up—the assets must be dealt with in accordance with the partnership agreement; or\notherwise—the assets are to be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.\nAny person aggrieved by the operation of this section in relation to the assets of an incorporated limited partnership may apply to the Supreme Court.\nOn an application under subsection (3) , the Supreme Court may make any order relating to the disposal of the assets that it considers appropriate.\ns 96 ins 2004 No. 29 s 42\n(sec.96-ssec.1) An incorporated limited partnership may be wound up voluntarily— if the partnership agreement sets out the terms on which the partnership may be voluntarily wound up, in accordance with the partnership agreement; or subject to the partnership agreement, if the limited partners so resolve by special resolution.\n(sec.96-ssec.2) On a voluntary winding up of an incorporated limited partnership— if the partnership agreement sets out how the assets are to be dealt with on a voluntary winding up—the assets must be dealt with in accordance with the partnership agreement; or otherwise—the assets are to be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.\n(sec.96-ssec.3) Any person aggrieved by the operation of this section in relation to the assets of an incorporated limited partnership may apply to the Supreme Court.\n(sec.96-ssec.4) On an application under subsection (3) , the Supreme Court may make any order relating to the disposal of the assets that it considers appropriate.\n- (a) if the partnership agreement sets out the terms on which the partnership may be voluntarily wound up, in accordance with the partnership agreement; or\n- (b) subject to the partnership agreement, if the limited partners so resolve by special resolution.\n- (a) if the partnership agreement sets out how the assets are to be dealt with on a voluntary winding up—the assets must be dealt with in accordance with the partnership agreement; or\n- (b) otherwise—the assets are to be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.","sortOrder":116},{"sectionNumber":"sec.97","sectionType":"section","heading":"Winding up on chief executive’s certificate","content":"### sec.97 Winding up on chief executive’s certificate\n\nThe chief executive may, by notice given to the incorporated limited partnership, require an incorporated limited partnership to show good cause why it should not be required to be wound up if the chief executive considers—\nthat the partnership has ceased to carry on business; or\nthat, having been registered under this chapter on the basis that the partnership is or is intended to be a VCLP, ESVCLP or an AFOF—\nthe partnership’s registration under the Venture Capital Act 2002 (Cwlth) , part 2 has been revoked; or\nthe partnership has not within 2 years after its incorporation become a VCLP, ESVCLP or an AFOF; or\nthat, having been registered under this chapter on the basis that the partnership is or is intended to be a VCMP, it has ceased to meet, or has not in the period of 2 years after its incorporation met, the requirements set out in the Income Tax Assessment Act 1936 (Cwlth) , section 94D (3) for recognition as a VCMP; or\nthat none of the partners is a limited partner; or\nthat incorporation of the partnership has been obtained by mistake or fraud; or\nthat the partnership exists for an illegal purpose.\nIf, at the end of 28 days after the notice is given under subsection (1) , the chief executive is satisfied that the incorporated limited partnership should be required to be wound up, the chief executive may publish in the gazette a certificate as to the requirement that the incorporated limited partnership be wound up.\nThe chief executive must give notice of the publication of the certificate to the incorporated limited partnership as soon as possible after the publication.\nThe chief executive must, as soon as practicable after giving a notice to an incorporated limited partnership, record the giving of the notice in the register.\nThe chief executive must not publish a certificate under subsection (2) unless satisfied that good cause has not been shown why the incorporated limited partnership should not be required to be wound up.\nA notice under subsection (1) or (3) must be given to the incorporated limited partnership—\nby being given to the incorporated limited partnership at its registered office; or\nif notice can not reasonably be given under paragraph (a) , by being published in a newspaper circulating generally in the State.\ns 97 ins 2004 No. 29 s 42\namd 2008 No. 69 s 36\n(sec.97-ssec.1) The chief executive may, by notice given to the incorporated limited partnership, require an incorporated limited partnership to show good cause why it should not be required to be wound up if the chief executive considers— that the partnership has ceased to carry on business; or that, having been registered under this chapter on the basis that the partnership is or is intended to be a VCLP, ESVCLP or an AFOF— the partnership’s registration under the Venture Capital Act 2002 (Cwlth) , part 2 has been revoked; or the partnership has not within 2 years after its incorporation become a VCLP, ESVCLP or an AFOF; or that, having been registered under this chapter on the basis that the partnership is or is intended to be a VCMP, it has ceased to meet, or has not in the period of 2 years after its incorporation met, the requirements set out in the Income Tax Assessment Act 1936 (Cwlth) , section 94D (3) for recognition as a VCMP; or that none of the partners is a limited partner; or that incorporation of the partnership has been obtained by mistake or fraud; or that the partnership exists for an illegal purpose.\n(sec.97-ssec.2) If, at the end of 28 days after the notice is given under subsection (1) , the chief executive is satisfied that the incorporated limited partnership should be required to be wound up, the chief executive may publish in the gazette a certificate as to the requirement that the incorporated limited partnership be wound up.\n(sec.97-ssec.3) The chief executive must give notice of the publication of the certificate to the incorporated limited partnership as soon as possible after the publication.\n(sec.97-ssec.4) The chief executive must, as soon as practicable after giving a notice to an incorporated limited partnership, record the giving of the notice in the register.\n(sec.97-ssec.5) The chief executive must not publish a certificate under subsection (2) unless satisfied that good cause has not been shown why the incorporated limited partnership should not be required to be wound up.\n(sec.97-ssec.6) A notice under subsection (1) or (3) must be given to the incorporated limited partnership— by being given to the incorporated limited partnership at its registered office; or if notice can not reasonably be given under paragraph (a) , by being published in a newspaper circulating generally in the State.\n- (a) that the partnership has ceased to carry on business; or\n- (b) that, having been registered under this chapter on the basis that the partnership is or is intended to be a VCLP, ESVCLP or an AFOF— (i) the partnership’s registration under the Venture Capital Act 2002 (Cwlth) , part 2 has been revoked; or (ii) the partnership has not within 2 years after its incorporation become a VCLP, ESVCLP or an AFOF; or\n- (i) the partnership’s registration under the Venture Capital Act 2002 (Cwlth) , part 2 has been revoked; or\n- (ii) the partnership has not within 2 years after its incorporation become a VCLP, ESVCLP or an AFOF; or\n- (c) that, having been registered under this chapter on the basis that the partnership is or is intended to be a VCMP, it has ceased to meet, or has not in the period of 2 years after its incorporation met, the requirements set out in the Income Tax Assessment Act 1936 (Cwlth) , section 94D (3) for recognition as a VCMP; or\n- (d) that none of the partners is a limited partner; or\n- (e) that incorporation of the partnership has been obtained by mistake or fraud; or\n- (f) that the partnership exists for an illegal purpose.\n- (i) the partnership’s registration under the Venture Capital Act 2002 (Cwlth) , part 2 has been revoked; or\n- (ii) the partnership has not within 2 years after its incorporation become a VCLP, ESVCLP or an AFOF; or\n- (a) by being given to the incorporated limited partnership at its registered office; or\n- (b) if notice can not reasonably be given under paragraph (a) , by being published in a newspaper circulating generally in the State.","sortOrder":117},{"sectionNumber":"sec.98","sectionType":"section","heading":"Review of certificate","content":"### sec.98 Review of certificate\n\nA person whose interests are affected by a decision of the chief executive to publish a certificate under section 97 (2) may apply to the Supreme Court for review of the decision.\nAn application under subsection (1) must be made within 28 days after the certificate is published.\nThe operation of the certificate is suspended on the making of an application for review until the application is withdrawn or the review is decided.\nIn deciding an application for review, the Supreme Court may—\naffirm the decision under review; or\nset aside the decision under review and cancel the certificate.\nNothing in this section stops the chief executive cancelling a certificate published under section 97 (2) at any time after an application is made under subsection (1) .\ns 98 ins 2004 No. 29 s 42\n(sec.98-ssec.1) A person whose interests are affected by a decision of the chief executive to publish a certificate under section 97 (2) may apply to the Supreme Court for review of the decision.\n(sec.98-ssec.2) An application under subsection (1) must be made within 28 days after the certificate is published.\n(sec.98-ssec.3) The operation of the certificate is suspended on the making of an application for review until the application is withdrawn or the review is decided.\n(sec.98-ssec.4) In deciding an application for review, the Supreme Court may— affirm the decision under review; or set aside the decision under review and cancel the certificate.\n(sec.98-ssec.5) Nothing in this section stops the chief executive cancelling a certificate published under section 97 (2) at any time after an application is made under subsection (1) .\n- (a) affirm the decision under review; or\n- (b) set aside the decision under review and cancel the certificate.","sortOrder":118},{"sectionNumber":"sec.99","sectionType":"section","heading":"Procedure for winding up on certificate","content":"### sec.99 Procedure for winding up on certificate\n\nA winding up of an incorporated limited partnership required on a certificate of the chief executive published under section 97 (2) —\nmust start—\nno later than the end of 28 days after the day on which the certificate is published unless an application is made under section 98 (1) ; or\nif an application is made under section 98 (1) and the Supreme Court affirms the decision to publish the certificate—no later than 28 days after the application is decided; and\nmust end by the day stated by the chief executive in a notice given to the partnership, not being a day earlier than 60 days after the day on which the winding up must be so started.\nWhen the winding up is started, the chief executive may appoint a person to be the liquidator of the incorporated limited partnership.\nIf the chief executive approves, the liquidator may be a general partner in the incorporated limited partnership and need not be a registered liquidator under the Corporations Act or give security as required under that Act.\nThe liquidator must publish notice of his or her appointment in the gazette within 10 days after being appointed.\nIn relation to the winding up, the liquidator has all the powers and duties of a liquidator appointed to wind up a company under the Corporations Act .\nAny vacancy occurring in the office of liquidator is to be filled by a person appointed by the chief executive.\nThe reasonable costs of a winding up required on a certificate of the chief executive published under section 97 (2) are payable out of the property of the incorporated limited partnership.\ns 99 ins 2004 No. 29 s 42\n(sec.99-ssec.1) A winding up of an incorporated limited partnership required on a certificate of the chief executive published under section 97 (2) — must start— no later than the end of 28 days after the day on which the certificate is published unless an application is made under section 98 (1) ; or if an application is made under section 98 (1) and the Supreme Court affirms the decision to publish the certificate—no later than 28 days after the application is decided; and must end by the day stated by the chief executive in a notice given to the partnership, not being a day earlier than 60 days after the day on which the winding up must be so started.\n(sec.99-ssec.2) When the winding up is started, the chief executive may appoint a person to be the liquidator of the incorporated limited partnership.\n(sec.99-ssec.3) If the chief executive approves, the liquidator may be a general partner in the incorporated limited partnership and need not be a registered liquidator under the Corporations Act or give security as required under that Act.\n(sec.99-ssec.4) The liquidator must publish notice of his or her appointment in the gazette within 10 days after being appointed.\n(sec.99-ssec.5) In relation to the winding up, the liquidator has all the powers and duties of a liquidator appointed to wind up a company under the Corporations Act .\n(sec.99-ssec.6) Any vacancy occurring in the office of liquidator is to be filled by a person appointed by the chief executive.\n(sec.99-ssec.7) The reasonable costs of a winding up required on a certificate of the chief executive published under section 97 (2) are payable out of the property of the incorporated limited partnership.\n- (a) must start— (i) no later than the end of 28 days after the day on which the certificate is published unless an application is made under section 98 (1) ; or (ii) if an application is made under section 98 (1) and the Supreme Court affirms the decision to publish the certificate—no later than 28 days after the application is decided; and\n- (i) no later than the end of 28 days after the day on which the certificate is published unless an application is made under section 98 (1) ; or\n- (ii) if an application is made under section 98 (1) and the Supreme Court affirms the decision to publish the certificate—no later than 28 days after the application is decided; and\n- (b) must end by the day stated by the chief executive in a notice given to the partnership, not being a day earlier than 60 days after the day on which the winding up must be so started.\n- (i) no later than the end of 28 days after the day on which the certificate is published unless an application is made under section 98 (1) ; or\n- (ii) if an application is made under section 98 (1) and the Supreme Court affirms the decision to publish the certificate—no later than 28 days after the application is decided; and","sortOrder":119},{"sectionNumber":"sec.100","sectionType":"section","heading":"Distribution of assets on winding up required on chief executive’s certificate","content":"### sec.100 Distribution of assets on winding up required on chief executive’s certificate\n\nOn a winding up of an incorporated limited partnership required on a certificate of the chief executive published under section 97 (2) —\nif the partnership agreement sets out how the assets are to be dealt with on a winding up on a certificate of the chief executive—the assets must be dealt with in accordance with the partnership agreement; or\notherwise—the assets are to be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.\nAny person aggrieved by the operation of this section in relation to the assets of an incorporated limited partnership may apply to the Supreme Court.\nOn an application under subsection (2) , the Supreme Court may make any order relating to the disposal of the assets that it considers appropriate.\ns 100 ins 2004 No. 29 s 42\n(sec.100-ssec.1) On a winding up of an incorporated limited partnership required on a certificate of the chief executive published under section 97 (2) — if the partnership agreement sets out how the assets are to be dealt with on a winding up on a certificate of the chief executive—the assets must be dealt with in accordance with the partnership agreement; or otherwise—the assets are to be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.\n(sec.100-ssec.2) Any person aggrieved by the operation of this section in relation to the assets of an incorporated limited partnership may apply to the Supreme Court.\n(sec.100-ssec.3) On an application under subsection (2) , the Supreme Court may make any order relating to the disposal of the assets that it considers appropriate.\n- (a) if the partnership agreement sets out how the assets are to be dealt with on a winding up on a certificate of the chief executive—the assets must be dealt with in accordance with the partnership agreement; or\n- (b) otherwise—the assets are to be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.","sortOrder":120},{"sectionNumber":"sec.101","sectionType":"section","heading":"Application of Corporations Act to winding up","content":"### sec.101 Application of Corporations Act to winding up\n\nThis section applies to the winding up of an incorporated limited partnership, other than a voluntary winding up or a winding up required on a certificate of the chief executive published under section 97 (2) .\nTo the extent that the Corporations Act , part 5.7 does not apply, the winding up of the incorporated limited partnership is declared to be an applied Corporations legislation matter for the purposes of the Corporations (Ancillary Provisions) Act 2001 , part 3 in relation to the provisions of the Corporations Act , part 5.7 .\nThe Corporations Act , part 5.7 applies as if the incorporated limited partnership were a part 5.7 body within the meaning of that Act, subject to the following modifications—\nas if the words ‘or in the public interest’ were inserted in section 583 (c) (ii) after the words ‘just and equitable’;\nas if section 583 (d) were omitted;\nany other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 , part 3 ) that are prescribed under a regulation.\nThe Corporations (Ancillary Provisions) Act 2001 , part 3 provides for the application of provisions of the Corporations Act and the ASIC Act , part 3 as laws of the State in relation to any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that part in relation to those Commonwealth provisions. This does not apply to any provisions that already apply to a matter as a law of the Commonwealth.\nThe Australian Securities and Investments Commission may perform a function conferred on it under a law applied by subsection (3) —\nunder an agreement or arrangement of the kind referred to in the ASIC Act , section 11 (8) or (9A)(b); and\nif the Commission is authorised to perform that function under section 11 of that Act.\nUnless a function under a law applied by subsection (3) is conferred on the Australian Securities and Investments Commission as referred to in subsection (4) , that law applies as if a reference in it to the Commission were a reference to the chief executive.\ns 101 ins 2004 No. 29 s 42\n(sec.101-ssec.1) This section applies to the winding up of an incorporated limited partnership, other than a voluntary winding up or a winding up required on a certificate of the chief executive published under section 97 (2) .\n(sec.101-ssec.2) To the extent that the Corporations Act , part 5.7 does not apply, the winding up of the incorporated limited partnership is declared to be an applied Corporations legislation matter for the purposes of the Corporations (Ancillary Provisions) Act 2001 , part 3 in relation to the provisions of the Corporations Act , part 5.7 .\n(sec.101-ssec.3) The Corporations Act , part 5.7 applies as if the incorporated limited partnership were a part 5.7 body within the meaning of that Act, subject to the following modifications— as if the words ‘or in the public interest’ were inserted in section 583 (c) (ii) after the words ‘just and equitable’; as if section 583 (d) were omitted; any other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 , part 3 ) that are prescribed under a regulation. The Corporations (Ancillary Provisions) Act 2001 , part 3 provides for the application of provisions of the Corporations Act and the ASIC Act , part 3 as laws of the State in relation to any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that part in relation to those Commonwealth provisions. This does not apply to any provisions that already apply to a matter as a law of the Commonwealth.\n(sec.101-ssec.4) The Australian Securities and Investments Commission may perform a function conferred on it under a law applied by subsection (3) — under an agreement or arrangement of the kind referred to in the ASIC Act , section 11 (8) or (9A)(b); and if the Commission is authorised to perform that function under section 11 of that Act.\n(sec.101-ssec.5) Unless a function under a law applied by subsection (3) is conferred on the Australian Securities and Investments Commission as referred to in subsection (4) , that law applies as if a reference in it to the Commission were a reference to the chief executive.\n- (a) as if the words ‘or in the public interest’ were inserted in section 583 (c) (ii) after the words ‘just and equitable’;\n- (b) as if section 583 (d) were omitted;\n- (c) any other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 , part 3 ) that are prescribed under a regulation. Note— The Corporations (Ancillary Provisions) Act 2001 , part 3 provides for the application of provisions of the Corporations Act and the ASIC Act , part 3 as laws of the State in relation to any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that part in relation to those Commonwealth provisions. This does not apply to any provisions that already apply to a matter as a law of the Commonwealth.\n- (a) under an agreement or arrangement of the kind referred to in the ASIC Act , section 11 (8) or (9A)(b); and\n- (b) if the Commission is authorised to perform that function under section 11 of that Act.","sortOrder":121},{"sectionNumber":"sec.102","sectionType":"section","heading":"Chief executive to be notified of winding up","content":"### sec.102 Chief executive to be notified of winding up\n\nAn incorporated limited partnership must give to the chief executive written notice in the approved form of the commencement of the winding up of the partnership within 7 days after—\nthe passing of a special resolution mentioned in section 96 (1) (b) ; or\nif paragraph (a) does not apply—the commencement of the winding up.\nAn incorporated limited partnership must give to the chief executive written notice in the approved form of the completion of the winding up of the partnership within 7 days after that completion, stating the date on which the winding up was completed.\nThe chief executive must, as soon as practicable after receiving a notice under subsection (1) or (2) , record the receipt of the notice in the register.\nIf subsection (1) or (2) is not complied with, each general partner in the incorporated limited partnership commits an offence.\nMaximum penalty for subsection (4) —10 penalty units.\ns 102 ins 2004 No. 29 s 42\namd 2006 No. 10 s 89 sch 2\n(sec.102-ssec.1) An incorporated limited partnership must give to the chief executive written notice in the approved form of the commencement of the winding up of the partnership within 7 days after— the passing of a special resolution mentioned in section 96 (1) (b) ; or if paragraph (a) does not apply—the commencement of the winding up.\n(sec.102-ssec.2) An incorporated limited partnership must give to the chief executive written notice in the approved form of the completion of the winding up of the partnership within 7 days after that completion, stating the date on which the winding up was completed.\n(sec.102-ssec.3) The chief executive must, as soon as practicable after receiving a notice under subsection (1) or (2) , record the receipt of the notice in the register.\n(sec.102-ssec.4) If subsection (1) or (2) is not complied with, each general partner in the incorporated limited partnership commits an offence. Maximum penalty for subsection (4) —10 penalty units.\n- (a) the passing of a special resolution mentioned in section 96 (1) (b) ; or\n- (b) if paragraph (a) does not apply—the commencement of the winding up.","sortOrder":122},{"sectionNumber":"sec.103","sectionType":"section","heading":"Cancellation of registration","content":"### sec.103 Cancellation of registration\n\nThe chief executive must, by gazette notice, cancel the registration of an incorporated limited partnership as soon as practicable after the partnership is wound up.\nThe chief executive must, as soon as practicable after the publication of the gazette notice, record the cancellation of the registration in the register.\nAn incorporated limited partnership ceases to exist on the cancellation of its registration under this chapter.\ns 103 ins 2004 No. 29 s 42\n(sec.103-ssec.1) The chief executive must, by gazette notice, cancel the registration of an incorporated limited partnership as soon as practicable after the partnership is wound up.\n(sec.103-ssec.2) The chief executive must, as soon as practicable after the publication of the gazette notice, record the cancellation of the registration in the register.\n(sec.103-ssec.3) An incorporated limited partnership ceases to exist on the cancellation of its registration under this chapter.","sortOrder":123},{"sectionNumber":"ch.4-pt.7","sectionType":"part","heading":"Miscellaneous provisions","content":"# Miscellaneous provisions","sortOrder":124},{"sectionNumber":"sec.104","sectionType":"section","heading":"Execution of documents","content":"### sec.104 Execution of documents\n\nAll courts must take judicial notice of the common seal of an incorporated limited partnership affixed to a document and, until the contrary is proved, must presume that it was properly affixed.\nWithout limiting the ways in which an incorporated limited partnership may execute a document, including a deed, an incorporated limited partnership may execute a document—\nwithout using a common seal, whether it has one or not, if the document is signed by a general partner; or\nas a deed if the document is expressed to be executed as a deed and is executed with the use of a common seal or as provided under paragraph (a) .\ns 104 ins 2004 No. 29 s 42\n(sec.104-ssec.1) All courts must take judicial notice of the common seal of an incorporated limited partnership affixed to a document and, until the contrary is proved, must presume that it was properly affixed.\n(sec.104-ssec.2) Without limiting the ways in which an incorporated limited partnership may execute a document, including a deed, an incorporated limited partnership may execute a document— without using a common seal, whether it has one or not, if the document is signed by a general partner; or as a deed if the document is expressed to be executed as a deed and is executed with the use of a common seal or as provided under paragraph (a) .\n- (a) without using a common seal, whether it has one or not, if the document is signed by a general partner; or\n- (b) as a deed if the document is expressed to be executed as a deed and is executed with the use of a common seal or as provided under paragraph (a) .","sortOrder":125},{"sectionNumber":"sec.105","sectionType":"section","heading":"Entitlement to make assumptions","content":"### sec.105 Entitlement to make assumptions\n\nIn relation to dealings with an incorporated limited partnership—\na person is entitled to make the assumptions in section 106 ; and\nthe incorporated limited partnership is not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.\nIn relation to dealings with another person who has, or purports to have, directly or indirectly acquired title to property from an incorporated limited partnership—\na person is entitled to make the assumptions in section 106 ; and\nthe incorporated limited partnership and the other person are not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.\nThe assumptions may be made even if a partner or agent of the incorporated limited partnership acts fraudulently, or forges a document, in connection with the dealings.\nA person is not entitled to make an assumption in section 106 if at the time of the dealings the person knew or suspected that the assumption was incorrect.\ns 105 ins 2004 No. 29 s 42\n(sec.105-ssec.1) In relation to dealings with an incorporated limited partnership— a person is entitled to make the assumptions in section 106 ; and the incorporated limited partnership is not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.\n(sec.105-ssec.2) In relation to dealings with another person who has, or purports to have, directly or indirectly acquired title to property from an incorporated limited partnership— a person is entitled to make the assumptions in section 106 ; and the incorporated limited partnership and the other person are not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.\n(sec.105-ssec.3) The assumptions may be made even if a partner or agent of the incorporated limited partnership acts fraudulently, or forges a document, in connection with the dealings.\n(sec.105-ssec.4) A person is not entitled to make an assumption in section 106 if at the time of the dealings the person knew or suspected that the assumption was incorrect.\n- (a) a person is entitled to make the assumptions in section 106 ; and\n- (b) the incorporated limited partnership is not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.\n- (a) a person is entitled to make the assumptions in section 106 ; and\n- (b) the incorporated limited partnership and the other person are not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.","sortOrder":126},{"sectionNumber":"sec.106","sectionType":"section","heading":"Assumptions that can be made under s 105","content":"### sec.106 Assumptions that can be made under s 105\n\nA person may assume that the partnership agreement of the incorporated limited partnership has been complied with.\nA person may assume that anyone who appears, from information provided by the incorporated limited partnership that is available to the public from the register, to be a general partner in the incorporated limited partnership—\nis a general partner in the incorporated limited partnership; and\nhas authority to exercise the powers and perform the duties customarily exercised or performed by a general partner in an incorporated limited partnership.\nA person may assume that anyone who is held out by the incorporated limited partnership to be a general partner in, or an agent of, the incorporated limited partnership—\nis a general partner in the incorporated limited partnership or has been properly appointed as an agent of the incorporated limited partnership; and\nhas authority to exercise the powers and perform the duties customarily exercised or performed by that kind of partner in, or agent of, an incorporated limited partnership.\nA person may assume that the general partners in, and agents of, the incorporated limited partnership properly perform their duties to the incorporated limited partnership.\nA person may assume that a document has been properly executed by the incorporated limited partnership if the document appears to have been signed under section 104 (2) .\nA person may assume that a document has been properly executed by the incorporated limited partnership if the incorporated limited partnership’s common seal appears to have been affixed to the document.\nA person may assume that a general partner in, or agent of, the incorporated limited partnership who has authority to issue a document or certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.\nWithout limiting this section, the assumptions that may be made under this section apply for the purposes of this section.\ns 106 ins 2004 No. 29 s 42\n(sec.106-ssec.1) A person may assume that the partnership agreement of the incorporated limited partnership has been complied with.\n(sec.106-ssec.2) A person may assume that anyone who appears, from information provided by the incorporated limited partnership that is available to the public from the register, to be a general partner in the incorporated limited partnership— is a general partner in the incorporated limited partnership; and has authority to exercise the powers and perform the duties customarily exercised or performed by a general partner in an incorporated limited partnership.\n(sec.106-ssec.3) A person may assume that anyone who is held out by the incorporated limited partnership to be a general partner in, or an agent of, the incorporated limited partnership— is a general partner in the incorporated limited partnership or has been properly appointed as an agent of the incorporated limited partnership; and has authority to exercise the powers and perform the duties customarily exercised or performed by that kind of partner in, or agent of, an incorporated limited partnership.\n(sec.106-ssec.4) A person may assume that the general partners in, and agents of, the incorporated limited partnership properly perform their duties to the incorporated limited partnership.\n(sec.106-ssec.5) A person may assume that a document has been properly executed by the incorporated limited partnership if the document appears to have been signed under section 104 (2) .\n(sec.106-ssec.6) A person may assume that a document has been properly executed by the incorporated limited partnership if the incorporated limited partnership’s common seal appears to have been affixed to the document.\n(sec.106-ssec.7) A person may assume that a general partner in, or agent of, the incorporated limited partnership who has authority to issue a document or certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.\n(sec.106-ssec.8) Without limiting this section, the assumptions that may be made under this section apply for the purposes of this section.\n- (a) is a general partner in the incorporated limited partnership; and\n- (b) has authority to exercise the powers and perform the duties customarily exercised or performed by a general partner in an incorporated limited partnership.\n- (a) is a general partner in the incorporated limited partnership or has been properly appointed as an agent of the incorporated limited partnership; and\n- (b) has authority to exercise the powers and perform the duties customarily exercised or performed by that kind of partner in, or agent of, an incorporated limited partnership.","sortOrder":127},{"sectionNumber":"sec.107","sectionType":"section","heading":"Identification of incorporated limited partnerships","content":"### sec.107 Identification of incorporated limited partnerships\n\nAny document issued for an incorporated limited partnership in connection with the conduct of the partnership’s business must contain in legible letters the words ‘An incorporated limited partnership’ or ‘L.P.’ or ‘LP’ at the end as part of the firm-name of the partnership.\nA person who—\nissues or authorises the issue of a document in contravention of this section; or\nbeing a general partner in the incorporated limited partnership concerned—is aware that documents are being issued in contravention of this section;\ncommits an offence.\nMaximum penalty—20 penalty units.\nThe certificate of registration of an incorporated limited partnership must be displayed at all times in a conspicuous position at the registered office of the partnership.\nIf the certificate of registration is not so displayed, each general partner in the incorporated limited partnership commits an offence.\nMaximum penalty for subsection (4) —20 penalty units.\ns 107 ins 2004 No. 29 s 42\n(sec.107-ssec.1) Any document issued for an incorporated limited partnership in connection with the conduct of the partnership’s business must contain in legible letters the words ‘An incorporated limited partnership’ or ‘L.P.’ or ‘LP’ at the end as part of the firm-name of the partnership.\n(sec.107-ssec.2) A person who— issues or authorises the issue of a document in contravention of this section; or being a general partner in the incorporated limited partnership concerned—is aware that documents are being issued in contravention of this section; commits an offence. Maximum penalty—20 penalty units.\n(sec.107-ssec.3) The certificate of registration of an incorporated limited partnership must be displayed at all times in a conspicuous position at the registered office of the partnership.\n(sec.107-ssec.4) If the certificate of registration is not so displayed, each general partner in the incorporated limited partnership commits an offence. Maximum penalty for subsection (4) —20 penalty units.\n- (a) issues or authorises the issue of a document in contravention of this section; or\n- (b) being a general partner in the incorporated limited partnership concerned—is aware that documents are being issued in contravention of this section;","sortOrder":128},{"sectionNumber":"sec.108","sectionType":"section","heading":"Registered office","content":"### sec.108 Registered office\n\nAn incorporated limited partnership must keep in Queensland, at the place shown in the register as the address of the registered office of the partnership, an office to which all communications with the partnership may be addressed.\nA regulation may prescribe the hours during which the registered office is to be open and accessible to the public.\nIf subsection (1) is not complied with, each general partner in the incorporated limited partnership commits an offence.\nMaximum penalty for subsection (3) —10 penalty units.\ns 108 ins 2004 No. 29 s 42\n(sec.108-ssec.1) An incorporated limited partnership must keep in Queensland, at the place shown in the register as the address of the registered office of the partnership, an office to which all communications with the partnership may be addressed.\n(sec.108-ssec.2) A regulation may prescribe the hours during which the registered office is to be open and accessible to the public.\n(sec.108-ssec.3) If subsection (1) is not complied with, each general partner in the incorporated limited partnership commits an offence. Maximum penalty for subsection (3) —10 penalty units.","sortOrder":129},{"sectionNumber":"sec.109","sectionType":"section","heading":"Lodgement of certain documents with the chief executive","content":"### sec.109 Lodgement of certain documents with the chief executive\n\nAn incorporated limited partnership that was registered under this chapter on the basis of an intention to become a VCLP, ESVCLP or an AFOF must, within 1 month after becoming a VCLP, ESVCLP or an AFOF, give to the chief executive a copy of a document evidencing its status as a VCLP, ESVCLP or an AFOF.\nAn incorporated limited partnership that was registered under this chapter on the basis of an intention to meet the requirements for recognition as a VCMP must, within 1 month after becoming a VCMP, give to the chief executive a statement that it is a VCMP.\nIf—\nthe registration of an incorporated limited partnership as a VCLP, ESVCLP or an AFOF under the Venture Capital Act 2002 (Cwlth) , part 2 is revoked; or\nan incorporated limited partnership ceases to be a VCMP;\nthe incorporated limited partnership must, within 7 days after the date on which that revocation took effect or it ceased to be a VCMP, give to the chief executive a notice of that revocation or cessation, stating the date on which it took effect.\nIf an incorporated limited partnership ceases to carry on business, the incorporated limited partnership must, as soon as practicable, give to the chief executive a notice of the cessation, stating the date on which it took effect.\nA copy of a document, a statement or a notice required to be given to the chief executive under this section must be accompanied by the fee prescribed under a regulation.\nA notice required to be given to the chief executive under this section must—\nbe in the approved form; and\ncontain any particulars required under a regulation.\nIf subsection (1) , (2) , (3) or (4) is not complied with, each general partner in the incorporated limited partnership commits an offence.\nMaximum penalty for subsection (7) —10 penalty units.\ns 109 ins 2004 No. 29 s 42\namd 2008 No. 69 s 37\n(sec.109-ssec.1) An incorporated limited partnership that was registered under this chapter on the basis of an intention to become a VCLP, ESVCLP or an AFOF must, within 1 month after becoming a VCLP, ESVCLP or an AFOF, give to the chief executive a copy of a document evidencing its status as a VCLP, ESVCLP or an AFOF.\n(sec.109-ssec.2) An incorporated limited partnership that was registered under this chapter on the basis of an intention to meet the requirements for recognition as a VCMP must, within 1 month after becoming a VCMP, give to the chief executive a statement that it is a VCMP.\n(sec.109-ssec.3) If— the registration of an incorporated limited partnership as a VCLP, ESVCLP or an AFOF under the Venture Capital Act 2002 (Cwlth) , part 2 is revoked; or an incorporated limited partnership ceases to be a VCMP; the incorporated limited partnership must, within 7 days after the date on which that revocation took effect or it ceased to be a VCMP, give to the chief executive a notice of that revocation or cessation, stating the date on which it took effect.\n(sec.109-ssec.4) If an incorporated limited partnership ceases to carry on business, the incorporated limited partnership must, as soon as practicable, give to the chief executive a notice of the cessation, stating the date on which it took effect.\n(sec.109-ssec.5) A copy of a document, a statement or a notice required to be given to the chief executive under this section must be accompanied by the fee prescribed under a regulation.\n(sec.109-ssec.6) A notice required to be given to the chief executive under this section must— be in the approved form; and contain any particulars required under a regulation.\n(sec.109-ssec.7) If subsection (1) , (2) , (3) or (4) is not complied with, each general partner in the incorporated limited partnership commits an offence. Maximum penalty for subsection (7) —10 penalty units.\n- (a) the registration of an incorporated limited partnership as a VCLP, ESVCLP or an AFOF under the Venture Capital Act 2002 (Cwlth) , part 2 is revoked; or\n- (b) an incorporated limited partnership ceases to be a VCMP;\n- (a) be in the approved form; and\n- (b) contain any particulars required under a regulation.","sortOrder":130},{"sectionNumber":"sec.110","sectionType":"section","heading":"Duty to give information","content":"### sec.110 Duty to give information\n\nFor the purpose of monitoring compliance with this chapter or any regulation made for the purposes of this chapter, the chief executive, may by written notice, require an incorporated limited partnership to give the chief executive, within a period stated in the notice (being at least 28 days) or within the further period the chief executive allows, the information stated in the notice.\nAn incorporated limited partnership required under subsection (1) to give information to the chief executive must, within the period stated in the notice or within the further period the chief executive allows, give the information, as it is within its power to give, to the chief executive unless the incorporated limited partnership has a reasonable excuse.\nMaximum penalty for subsection (2) —60 penalty units.\ns 110 ins 2004 No. 29 s 42\n(sec.110-ssec.1) For the purpose of monitoring compliance with this chapter or any regulation made for the purposes of this chapter, the chief executive, may by written notice, require an incorporated limited partnership to give the chief executive, within a period stated in the notice (being at least 28 days) or within the further period the chief executive allows, the information stated in the notice.\n(sec.110-ssec.2) An incorporated limited partnership required under subsection (1) to give information to the chief executive must, within the period stated in the notice or within the further period the chief executive allows, give the information, as it is within its power to give, to the chief executive unless the incorporated limited partnership has a reasonable excuse. Maximum penalty for subsection (2) —60 penalty units.","sortOrder":131},{"sectionNumber":"sec.111","sectionType":"section","heading":"Offences by partnerships and partners","content":"### sec.111 Offences by partnerships and partners\n\nIf this chapter provides that a general partner, being a partnership in an incorporated limited partnership, commits an offence, that reference to the person is to be read as a reference to—\neach general partner in the partnership; or\nin the case of a partnership in which any partner has under the law of the place where it is formed limited liability for the liabilities of the partnership—each partner in the partnership whose liability is not so limited.\nIn any proceeding against a partner for an offence against this chapter brought in reliance on subsection (1) , it is a defence to the charge for the partner to prove that the partner took all reasonable precautions and exercised proper diligence to avoid the commission of the offence.\ns 111 ins 2004 No. 29 s 42\n(sec.111-ssec.1) If this chapter provides that a general partner, being a partnership in an incorporated limited partnership, commits an offence, that reference to the person is to be read as a reference to— each general partner in the partnership; or in the case of a partnership in which any partner has under the law of the place where it is formed limited liability for the liabilities of the partnership—each partner in the partnership whose liability is not so limited.\n(sec.111-ssec.2) In any proceeding against a partner for an offence against this chapter brought in reliance on subsection (1) , it is a defence to the charge for the partner to prove that the partner took all reasonable precautions and exercised proper diligence to avoid the commission of the offence.\n- (a) each general partner in the partnership; or\n- (b) in the case of a partnership in which any partner has under the law of the place where it is formed limited liability for the liabilities of the partnership—each partner in the partnership whose liability is not so limited.","sortOrder":132},{"sectionNumber":"ch.6-pt.1","sectionType":"part","heading":"Savings provision for Act No. 7 of 1891","content":"# Savings provision for Act No. 7 of 1891","sortOrder":133},{"sectionNumber":"sec.121","sectionType":"section","heading":"Saving of rules of equity and common law","content":"### sec.121 Saving of rules of equity and common law\n\nThe rules of equity and of common law applicable to partnership shall continue in force except so far as they are inconsistent with the express provisions of this Act.\ns 121 (prev s 48) renum and reloc 2004 No. 29 s 39","sortOrder":134},{"sectionNumber":"ch.6-pt.2","sectionType":"part","heading":null,"content":"","sortOrder":135},{"sectionNumber":"sec.122","sectionType":"section","heading":null,"content":"### Section sec.122\n\ns 122 (prev 1988 No. 78 s 27 ) sub 2004 No. 29 s 47 sch 2\nrenum and reloc 2004 No. 29 s 49 (5)\nexp 1 July 2008 (see s 122(2))","sortOrder":136},{"sectionNumber":"ch.6-pt.3","sectionType":"part","heading":"Transitional provisions for Act No. 94 of 2003","content":"# Transitional provisions for Act No. 94 of 2003","sortOrder":137},{"sectionNumber":"sec.123","sectionType":"section","heading":"Transitional provision for Tourism, Racing and Fair Trading (Miscellaneous Provisions) Act 2003","content":"### sec.123 Transitional provision for Tourism, Racing and Fair Trading (Miscellaneous Provisions) Act 2003\n\nSection 13, as in force before the commencement of this section, continues to apply to an act or omission that happened before the commencement.\ns 123 (prev s 49) ins 2003 No. 94 s 62\nrenum and reloc 2004 No. 29 s 40","sortOrder":138},{"sectionNumber":"ch.6-pt.4","sectionType":"part","heading":"Transitional provisions for Partnership and Other Acts Amendment Act 2004","content":"# Transitional provisions for Partnership and Other Acts Amendment Act 2004","sortOrder":139},{"sectionNumber":"sec.124","sectionType":"section","heading":"Continuation of limited partnerships under the Partnership (Limited Liability) Act","content":"### sec.124 Continuation of limited partnerships under the Partnership (Limited Liability) Act\n\nThis Act applies to a limited partnership formed, and registered, under the Partnership (Limited Liability) Act 1988 , and in existence immediately before the repeal of that Act, as if it were a limited partnership formed, and registered, under chapter 3.\ns 124 ins 2004 No. 29 s 44","sortOrder":140},{"sectionNumber":"sec.125","sectionType":"section","heading":"Continuation of register under the Partnership (Limited Liability) Act","content":"### sec.125 Continuation of register under the Partnership (Limited Liability) Act\n\nThe register of limited partnerships as in force under the Partnership (Limited Liability) Act 1988 immediately before the repeal of that Act is preserved and continued as the register of limited partnerships kept by the chief executive under section 51.\nThe chief executive may issue a certificate in relation to the formation and composition of a limited partnership formed and registered before the repeal of the Partnership (Limited Liability) Act 1988 and the certificate has effect as a certificate issued under section 51(3).\ns 125 ins 2004 No. 29 s 44\n(sec.125-ssec.1) The register of limited partnerships as in force under the Partnership (Limited Liability) Act 1988 immediately before the repeal of that Act is preserved and continued as the register of limited partnerships kept by the chief executive under section 51.\n(sec.125-ssec.2) The chief executive may issue a certificate in relation to the formation and composition of a limited partnership formed and registered before the repeal of the Partnership (Limited Liability) Act 1988 and the certificate has effect as a certificate issued under section 51(3).","sortOrder":141},{"sectionNumber":"sec.126","sectionType":"section","heading":"Applications under the Partnership (Limited Liability) Act","content":"### sec.126 Applications under the Partnership (Limited Liability) Act\n\nAn application made or notice given to the registrar under the Partnership (Limited Liability) Act 1988 and not finally dealt with before the repeal of that Act may be dealt with by the chief executive under this Act.\ns 126 ins 2004 No. 29 s 44","sortOrder":142},{"sectionNumber":"sec.127","sectionType":"section","heading":"Regulations under Partnership (Limited Liability) Act preserved","content":"### sec.127 Regulations under Partnership (Limited Liability) Act preserved\n\nRegulations in force under the Partnership (Limited Liability) Act 1988 immediately before the repeal of that Act are taken to have been made under this Act and may be amended or repealed accordingly.\nA regulation mentioned in subsection (1) expires on 31 March 2005.\nSubsection (2) has effect despite the Statutory Instruments Act 1992 , part 7.\ns 127 ins 2004 No. 29 s 44\n(sec.127-ssec.1) Regulations in force under the Partnership (Limited Liability) Act 1988 immediately before the repeal of that Act are taken to have been made under this Act and may be amended or repealed accordingly.\n(sec.127-ssec.2) A regulation mentioned in subsection (1) expires on 31 March 2005.\n(sec.127-ssec.3) Subsection (2) has effect despite the Statutory Instruments Act 1992 , part 7.","sortOrder":143},{"sectionNumber":"sec.128","sectionType":"section","heading":"Prescribed forms under Partnership (Limited Liability) Act","content":"### sec.128 Prescribed forms under Partnership (Limited Liability) Act\n\nDespite the repeal of the Partnership (Limited Liability) Act 1988 , a form prescribed for use under section 7 (1) or 8 (3) of that Act immediately before the repeal may continue to be used, with necessary changes, for the purpose for which it was prescribed for a period of 3 months after the commencement of this section.\ns 128 ins 2004 No. 29 s 44","sortOrder":144},{"sectionNumber":"sec.129","sectionType":"section","heading":"Relation between members of any company registered under State Companies Acts not affected","content":"### sec.129 Relation between members of any company registered under State Companies Acts not affected\n\nThe relation between members of any company mentioned in section 5(2)(a), as in force immediately before the commencement of this section, is not a partnership within the meaning of this Act.\ns 129 ins 2004 No. 29 s 44","sortOrder":145},{"sectionNumber":"sec.130","sectionType":"section","heading":"Liability","content":"### sec.130 Liability\n\nThe liability of a person arising under this Act as in force before the commencement of this section is unaffected by the definition liability as inserted by the Partnership and Other Acts Amendment Act 2004 .\ns 130 ins 2004 No. 29 s 44","sortOrder":146},{"sectionNumber":"sec.131","sectionType":"section","heading":"References to Partnership (Limited Liability) Act 1988","content":"### sec.131 References to Partnership (Limited Liability) Act 1988\n\nA reference in an Act or document to the Partnership (Limited Liability) Act 1988 may, if the context permits, be taken to be a reference to this Act.\ns 131 ins 2004 No. 29 s 44","sortOrder":147}],"analysis":{"kimi_summary":{"_metrics":{"model":"kimi-k2.6","source":"moonshot-batch-reanalyse","citationCount":15,"completionTokens":3495},"content_quality":"ok","complexity_score":8,"scope_assessment":{"changed":true,"description":"Originally enacted in 1891 as a simple codification of general partnership law, the Act has grown far beyond its original purpose. The addition of Chapter 3 in 1988 introduced a statutory limited partnership regime requiring public registration and capping limited partners' liability. The 2004 amendments then inserted Chapter 4, creating incorporated limited partnerships as body corporates with separate legal personality, perpetual succession, venture capital-specific categories (VCLP, ESVCLP, AFOF, VCMP), and winding-up rules modelled on the Corporations Act. The statute now regulates three fundamentally different business structures under one Act."},"complexity_factors":["Legislation spans three distinct partnership regimes (general, limited, and incorporated limited), with most operative sections split into parallel but divergent rules for each type","Extensive nested safe-harbour exceptions in section 87 defining activities that do not constitute 'taking part in management' for limited partners, including professional advice, guarantees, committee participation, and venture capital registration activities","Heavy cross-referencing to external Commonwealth statutes including the Corporations Act 2001, Venture Capital Act 2002 and Income Tax Assessment Act 1936","2004 amendments inserted Chapter 4, creating incorporated limited partnerships as separate legal entities with perpetual succession, corporate powers, a public register, and applied Corporations Act winding-up provisions","Frequent use of dual and triple conditional subsections applying different liability, property, and agency rules depending on partnership type"],"plain_english_summary":"**What this Act does**\n\nThis Act sets out the legal rules for business partnerships. It covers how partnerships are created, how partners relate to each other and to outsiders, who is liable for debts, what happens to partnership property, and how partnerships end.\n\n**Three types of partnerships**\n\nThe Act deals with three different structures:\n\n- **General partnerships**: The traditional form where two or more people carry on business together aiming to make a profit. Partners usually share losses equally and are personally responsible for the firm’s debts. Each partner can act as an agent (legal representative) for the others in ordinary business dealings.\n- **Limited partnerships**: A registered structure with at least one *general partner* (who manages the business and has unlimited liability) and at least one *limited partner* (whose financial risk is capped to a set amount they agree to contribute). Limited partners must not take part in management.\n- **Incorporated limited partnerships**: A separate legal entity, similar to a company, designed mainly for venture capital. It exists independently of its partners, can own property in its own name, and can sue or be sued. Limited partners in this structure generally have no liability at all for partnership debts.\n\n**Key rules for everyone**\n\n- **When a partnership exists**: Just owning property together or sharing gross returns does not automatically create a partnership. Sharing profits is strong evidence, but not conclusive on its own.\n- **Authority and liability**: Partners can bind the firm in ordinary business. The firm is liable for wrongful acts done by a partner in the usual course of business. People who *hold themselves out* (present themselves publicly) as partners can be treated as such by anyone who relies on that appearance.\n- **Partnership property**: Money and assets brought into or bought for the firm belong to the partnership, not to individual partners.\n- **Dissolution**: Partnerships can end by agreement, expiration of a fixed term, death or insolvency (bankruptcy) of a partner, court order, or because the business becomes illegal.\n\n**Special rules for limited and incorporated limited partnerships**\n\n- Both require registration with the chief executive.\n- Limited partners lose their liability protection if they take part in management, though the Act lists many specific activities that do *not* count as management (such as giving professional advice, providing guarantees, or serving on advisory committees).\n- Incorporated limited partnerships must always have a written partnership agreement, can wind up voluntarily or by official order, and have special categories for venture capital funds.\n- Winding up of incorporated limited partnerships borrows rules from the Commonwealth *Corporations Act*.\n\n**Why it matters**\n\nThe Act is the foundation for one of the most common ways people do business together. It determines who is responsible when things go wrong, who can sign contracts, how profits and losses are shared, and provides special structures that let investors contribute capital without risking everything they own."},"summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"The original 1891 Act governed only general (ordinary) partnerships based on the English Partnership Act 1890. Its scope has materially expanded through amendments, most significantly the 2004 amendments (Act No. 29 of 2004) which introduced limited partnerships and incorporated limited partnerships as distinct legal structures. ILPs in particular represent a fundamental departure from the original Act's scope — they are separate legal entities more akin to corporations than traditional partnerships, and the law explicitly carves them out of most classical partnership rules. What began as a codification of common law partnership principles now also functions as a corporations-adjacent business structure statute catering to sophisticated investment vehicles."},"complexity_factors":["Three distinct partnership types (general, limited, incorporated limited) each with different legal rules, often requiring parallel provisions throughout the Act","Incorporated limited partnerships (ILPs) operate as separate legal entities, introducing company-law concepts into partnership law and creating a hybrid regime","Many sections contain explicit carve-outs ('this section does not apply to incorporated limited partnerships') requiring careful reading to determine which rules apply to which structure","Liability rules are layered and conditional — general partners in ILPs have subsidiary liability only after the ILP itself cannot pay, unless the partnership agreement says otherwise","Interaction with external legislation (Corporations Act, insolvency law) adds interpretive complexity","The Act dates from 1891 and has been repeatedly amended, with some provisions renumbered, relocated or repealed, creating structural complexity","Rules on partnership existence (s.6) involve nuanced distinctions — profit sharing can be evidence of partnership but is not conclusive, with multiple specific exceptions","The dissolution regime involves multiple triggers, different consequences depending on the type of partnership, and continuing post-dissolution authority rules","The truncated content suggests Chapter 3 contains further detail on limited partnership registration, maintenance and winding up that adds additional procedural complexity"],"plain_english_summary":"## Queensland Partnership Act 1891 — What It Does and Who It Affects\n\n### What is this law?\nThis is Queensland's foundational law governing **business partnerships** — arrangements where two or more people run a business together to make a profit. It has been significantly updated since 1891, most notably in 2004 to include new types of partnerships.\n\n### Three types of partnerships covered:\n1. **Ordinary (general) partnerships** — the classic setup where everyone involved shares profits, management, and — critically — **unlimited personal liability** for debts. If the business owes money and can't pay, creditors can come after each partner's personal assets.\n2. **Limited partnerships** — a registered structure with at least one *general partner* (who runs things and has unlimited liability) and at least one *limited partner* (a passive investor whose losses are capped at what they put in).\n3. **Incorporated limited partnerships (ILPs)** — a newer, more sophisticated structure that exists as a **separate legal entity** (like a company), primarily used for venture capital and private equity funds. Partners in an ILP do not personally own partnership property.\n\n### Key rules that affect you:\n- **Are you accidentally in a partnership?** Just sharing profits from a business *suggests* you might be a partner (and therefore personally liable for debts), even without a formal agreement. The Act sets out rules to prevent unfair outcomes — for example, being an employee paid a profit share, or a lender charging interest linked to profits, does *not* automatically make you a partner.\n- **Every partner can legally bind the whole firm** — if one partner makes a deal in the normal course of business, all partners are on the hook for it, even if they didn't know about it.\n- **Unlimited personal liability in ordinary partnerships** — each partner is jointly responsible for all the firm's debts while they're a partner. This is a major risk.\n- **Leaving a partnership doesn't automatically clear your old debts** — if you retire, you're still liable for debts incurred before you left, unless creditors agree to release you.\n- **Joining doesn't make you liable for old debts** — a new partner is not responsible for what the firm owed before they joined.\n- **Default rules fill gaps in your agreement** — if partners haven't agreed on something (like profit sharing or decision-making), the Act's default rules apply. For example: equal profit/loss sharing, no salary for partners, unanimous consent needed to admit a new partner.\n- **Dissolution (ending) rules** — partnerships can end by agreement, notice, death, insolvency, or court order. The Act sets out how assets must be distributed when a partnership winds up.\n- **'Holding out' liability** — if you *act like* a partner or *let others believe* you're a partner, you can be held personally liable as if you were one, even if you're not.\n\n### Who does this affect?\n- Anyone running a business with others without a formal company structure\n- Investors in limited partnerships or ILPs (common in venture capital)\n- People receiving profit-based payments (employees, lenders, sellers of goodwill)\n- Creditors dealing with partnership businesses\n- Deceased partners' estates\n- Anyone considering exiting or joining a partnership\n\n### Why does it matter?\nFor everyday small business owners, the most important point is **personal liability** — in an ordinary partnership, there is no shield between your personal finances and the business's debts. The Act also provides critical default rules that govern your partnership if you haven't written everything down in a partnership agreement."},"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":true,"description":"Originally enacted in 1891 to govern only ordinary partnerships, the Act's scope has been significantly expanded. Amendments in 1988 added limited partnerships (Chapter 3) and in 2004 added incorporated limited partnerships (Chapter 4), which are separate legal entities with their own regulatory framework, including registration, winding-up, and compliance obligations. The Act now covers three distinct partnership structures with different rules."},"complexity_factors":["Over 100 sections covering three distinct partnership types","Extensive cross-references to other Acts (Corporations Act, Venture Capital Act, Business Names Registration Act)","Nested exceptions and qualifications (e.g., sections 6, 13, 87)","Many defined terms (dictionary in schedule, plus specific definitions for ILP chapter)","Separate regimes for ordinary, limited, and incorporated limited partnerships with different rules","Conditional liability provisions (e.g., limited partner losing liability protection if they participate in management)","Multiple transitional provisions from repealed Acts"],"plain_english_summary":"This Act sets out the legal rules for partnerships in Queensland. It covers three types: ordinary partnerships (where all partners share unlimited liability), limited partnerships (where some partners have limited liability but cannot manage the business), and incorporated limited partnerships (ILPs, which are separate legal entities, mainly used for venture capital). The Act explains how partnerships are formed, the rights and duties of partners, how partners can bind the firm, liability for debts and wrongs, and what happens when a partnership ends. It affects anyone starting or joining a partnership in Queensland. The law matters because it defines who is responsible for debts, how profits and losses are shared, and how third parties can enforce claims. The rules vary depending on the type of partnership, so choosing the right structure has significant legal and financial consequences."},"issue_detection":{"absurdities":[{"type":"circular_definition","section":"sec.5 (ssec.1) and sec.5 (ssec.1A)","severity":"high","reasoning":"Partnership is defined as a 'relation between persons', yet an incorporated limited partnership is a separate legal entity distinct from its partners. Including it in the definition of partnership creates a logical impossibility: a separate legal entity cannot simultaneously be a 'relation between persons'. The Act tries to have it both ways.","confidence":0.85,"description":"The definition of 'partnership' is internally contradictory. Section 5(1) defines partnership as the relation between persons carrying on business in common with a view to profit, which inherently requires persons (not a separate entity). Section 5(1A) then includes incorporated limited partnerships, but section 4(3) expressly states that a reference to an incorporated limited partnership is a reference to it as a separate legal entity and NOT to the partners. An incorporated limited partnership therefore cannot be a 'relation between persons' as required by s5(1)."},{"type":"self_contradicting","section":"sec.5A (ssec.2)","severity":"medium","reasoning":"The legislative structure creates an entity that is labelled a partnership but is largely exempt from partnership law. While there may be practical reasons for this, it produces a situation where the classification as 'partnership' carries almost no legal content for incorporated limited partnerships, making the classification potentially meaningless.","confidence":0.78,"description":"Section 5A(2) provides that 'the law relating to partnership does not apply in relation to an incorporated limited partnership' except as provided by this or any other Act. However, the Act defines incorporated limited partnerships as partnerships (s5(1A)), then strips them of most partnership law. This creates a near-vacuous category: a thing is defined as a partnership but partnership law does not apply to it."},{"type":"self_contradicting","section":"sec.12 (ssec.2) and sec.12 (ssec.3)","severity":"high","reasoning":"The word 'all' in s12(2) is unambiguous and absolute. Section 12(3) uses 'despite subsection (2)' to fundamentally reverse this, making liability subsidiary rather than joint and co-extensive. The 'despite' qualifier makes this a formal drafting contradiction rather than a mere qualification - the two provisions state opposite legal positions.","confidence":0.9,"description":"Section 12(2) states a general partner in an incorporated limited partnership is liable 'jointly with the incorporated limited partnership for ALL debts and obligations'. Section 12(3) then contradicts this by saying 'despite subsection (2)', the general partner is ONLY liable to the extent the ILP cannot pay. These two subsections directly contradict each other as to the scope of a general partner's liability."},{"type":"self_contradicting","section":"sec.15 (ssec.2) and sec.15 (ssec.3)","severity":"high","reasoning":"Joint and several liability means each party is independently liable for the full amount. Liability that only arises when the ILP cannot pay is the opposite - it is contingent and secondary. You cannot be both jointly and severally liable AND only liable when the primary obligor defaults. These are mutually exclusive legal concepts.","confidence":0.92,"description":"Identical logical contradiction to s12(2)/(3). Section 15(2) makes general partners jointly and severally liable for everything the ILP becomes liable for under ss13(3) or 14(2). Section 15(3) then says 'despite subsection (2)' the general partner is only liable to the extent the ILP cannot satisfy the liability. Joint and several liability is directly contradicted by the subsidiary/residual liability imposed by subsection (3)."},{"type":"other","section":"sec.27 (ssec.1)(c)","severity":"low","reasoning":"A fixed statutory interest rate of 6% is a relic of 1891 economic conditions. While not logically contradictory, it is practically absurd as a default rate in a modern commercial context and creates arbitrary outcomes depending on prevailing interest rates. It cannot be 'corrected' by the courts absent agreement.","confidence":0.7,"description":"The default interest rate for advances by partners is fixed at 6% per annum. This rate, inherited from the 1891 original Act, is an anachronism that bears no relationship to market rates and may produce absurd results (either too high or too low depending on conditions), yet applies as a statutory default without any mechanism for adjustment."},{"type":"other","section":"sec.27 (ssec.1)(d) and sec.27 (ssec.1)(c)","severity":"low","reasoning":"The distinction between capital and advance is inherently unclear in practice. A contribution that exceeds agreed capital is simultaneously describable as excess capital or an advance. The Act provides no definition to resolve this, meaning the same payment could attract 6% interest or no interest depending on characterisation.","confidence":0.65,"description":"Section 27(1)(d) provides that a partner is not entitled to interest on capital subscribed before ascertainment of profits, while s27(1)(c) provides that advances beyond agreed capital DO earn 6% interest. The line between 'capital' and 'advance' is not defined, creating potential for the same contribution to be classified either way depending on circumstances, yielding opposite legal outcomes from the same provision."},{"type":"other","section":"sec.45 (ssec.1)","severity":"medium","reasoning":"The one-sided option right granted to the outgoing partner's estate creates an inherently asymmetric arrangement. The continuing partners must do all the work and bear all the risk, yet cannot compel the estate to take the interest option if profits are high. This is a logical anomaly in a statute ostensibly about fair dealing between partners.","confidence":0.72,"description":"Section 45(1) allows an outgoing partner's estate to claim EITHER a share of profits OR 5% interest on the partnership assets at the estate's option. This creates a situation where the estate can speculate risk-free: if the business performs well, take a profit share; if poorly, take fixed interest. The continuing partners bear all downside risk while sharing upside, which is commercially absurd as a default rule imposed without agreement."},{"type":"self_contradicting","section":"sec.8 (ssec.1)","severity":"medium","reasoning":"The conjunction 'and' in the exception means both limbs must be satisfied simultaneously. If condition (b) requires the third party to know of the lack of authority OR not know the person is a partner, and the third party knows of the lack of authority but also knows the person is a partner, condition (b) is not satisfied (because they DO know the person is a partner and DO know of the lack of authority - which satisfies neither alternative under (b)). The drafting creates logical ambiguity about what combination of knowledge triggers the exception.","confidence":0.6,"description":"The exception clause in s8(1) requires BOTH conditions (a) AND (b) to be satisfied for the firm NOT to be bound: the partner must have no authority AND the third party must know of the lack of authority or not know the person is a partner. The use of 'and' rather than 'or' means if a third party knows the partner has no authority, the firm is still bound if the third party believes the person is a partner. This seems to produce the absurd result that actual knowledge of lack of authority is insufficient to protect the firm if the third party considers the person to be a partner."}],"contradictions":[{"severity":"high","section_a":"sec.5 (ssec.1A)","section_b":"sec.5A (ssec.2)","confidence":0.88,"description":"Section 5(1A) expressly includes incorporated limited partnerships within the definition of 'partnership', thereby subjecting them in principle to partnership law. Section 5A(2) then provides that partnership law does not apply to incorporated limited partnerships except as expressly or impliedly provided. These provisions pull in opposite directions: s5(1A) includes ILPs in the category of partnerships while s5A(2) largely excludes them from the legal consequences of that category."},{"severity":"high","section_a":"sec.4 (ssec.1)","section_b":"sec.4 (ssec.3)","confidence":0.85,"description":"Section 4(1) defines a firm as the collective of persons who have entered into partnership. Section 4(3) states that in relation to an incorporated limited partnership, a reference to 'the firm' is a reference to the ILP as a separate legal entity and NOT to the partners. This means the same word 'firm' has mutually exclusive meanings depending on context within the same section, creating a definitional contradiction that applies throughout the Act wherever 'firm' is used."},{"severity":"high","section_a":"sec.12 (ssec.2)","section_b":"sec.12 (ssec.3)","confidence":0.93,"description":"Section 12(2) imposes full joint liability on general partners of an ILP for all debts. Section 12(3) limits that liability to a residual obligation only arising when the ILP itself cannot pay. Joint liability and contingent/residual liability are mutually exclusive legal concepts. The 'despite' qualifier in s12(3) does not resolve the contradiction - it merely asserts precedence without explaining how a person can be jointly liable yet only liable when the primary obligor defaults."},{"severity":"high","section_a":"sec.15 (ssec.2)","section_b":"sec.15 (ssec.3)","confidence":0.93,"description":"Same structural contradiction as ss12(2)/(3) replicated in relation to tort/misapplication liabilities. Section 15(2) imposes joint and several liability on general partners; s15(3) limits this to residual liability only when the ILP cannot satisfy the liability. Joint and several liability is directly contradicted by contingent/subsidiary liability."},{"severity":"medium","section_a":"sec.9 (ssec.1)","section_b":"sec.5A (ssec.2)","confidence":0.65,"description":"Section 9(1) provides that acts done in the firm-name by authorised persons are binding on 'the firm and all the partners' (for non-ILP firms). Section 5A(2) excludes partnership law from applying to ILPs and their partners. However, s9(2) then applies binding-act principles to ILPs (binding on 'the firm and all the general partners'). The question of whether limited partners of an ILP can be bound is left unresolved - s9(2) only mentions general partners, yet s5A(2) says partnership law (including s9(1)) doesn't apply to ILP partners, creating a gap in liability coverage."},{"severity":"low","section_a":"sec.29 (ssec.1)","section_b":"sec.35 (ssec.1)(c)","confidence":0.55,"description":"Section 29(1) allows any partner to dissolve a partnership at will by giving notice to 'all the other partners'. Section 35(1)(c) provides for dissolution of an undefined-time partnership by notice 'to the other or others'. These appear to cover the same situation but s35 is located in the dissolution part (ch.2-pt.4) which by virtue of s34A does not apply to ILPs, while s29 also expressly excludes ILPs. The interaction between these two routes to dissolution for ordinary partnerships is potentially confusing - it is unclear whether both operate simultaneously or whether one supersedes the other, and the notice requirements may differ subtly."},{"severity":"medium","section_a":"sec.23 (ssec.1)","section_b":"sec.23A (ssec.1)","confidence":0.7,"description":"Section 23(1) defines 'partnership property' for ordinary firms as property brought into partnership stock or acquired on account of the firm. Section 23A(1) defines 'partnership property' for ILPs differently - only property 'acquired' (not 'brought into') the partnership. This difference in definition means property contributed at formation by partners to an ILP may not meet the s23A definition of partnership property, potentially leaving it in an undefined legal state, while equivalent property in an ordinary partnership would clearly be partnership property under s23."}]}},"importantCases":[],"_links":{"self":"/api/acts/partnership-act-1891","history":"/api/acts/partnership-act-1891/history","analysis":"/api/acts/partnership-act-1891/analysis","conflicts":"/api/acts/partnership-act-1891/conflicts","importantCases":"/api/acts/partnership-act-1891/important-cases","documents":"/api/acts/partnership-act-1891/documents"}}