{"id":"a-1963-5","name":"Partnership Act 1963","slug":"partnership-act-1963","collection":"act","jurisdiction":"act","status":"in_force","isInForce":true,"actNumber":"5 of 1963","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":24017,"registerId":"act-a-1963-5-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"1 Name of Act\nThis Act is the Partnership Act 1963.\n","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Dictionary","content":"2 Dictionary\nThe dictionary at the end of this Act is part of this Act.\nNote 1 The dictionary at the end of this Act defines certain terms used in this\nAct, and includes references (signpost definitions) to other terms defined\nelsewhere in this Act.\nFor example, the signpost definition ‘incorporated limited partnership—\nsee section 51.’ means that the term ‘incorporated limited partnership’ is\ndefined in that section.\nNote 2 A definition in the dictionary (including a signpost definition) applies to\nthe entire Act unless the definition, or another provision of the Act,\nprovides otherwise or the contrary intention otherwise appears (see\nLegislation Act, s 155 and s 156 (1)).\n","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Notes","content":"3 Notes\nA note included in this Act is explanatory and is not part of this Act.\nNote See Legislation Act, s 127 (1), (4) and (5) for the legal status of notes.\n\nPreliminary Part 1\n","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Offences against Act—application of Criminal Code etc","content":"4 Offences against Act—application of Criminal Code etc\nOther legislation applies in relation to offences against this Act.\nNote 1 Criminal Code\nThe Criminal Code, ch 2 applies to all offences against this Act (see\nCode, pt 2.1).\nThe chapter sets out the general principles of criminal responsibility\n(including burdens of proof and general defences), and defines terms used\nfor offences to which the Code applies (eg conduct, intention,\nrecklessness and strict liability).\nNote 2 Penalty units\nThe Legislation Act, s 133 deals with the meaning of offence penalties\nthat are expressed in penalty units.\n","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Application of certain laws and rules of equity","content":"5 Application of certain laws and rules of equity\n(1) The rules of equity and the common law applying to partnership\ncontinue in force except as far as they are inconsistent with this Act.\n(2) However, except as provided (expressly or by necessary implication)\nunder this or another Act, the law relating to partnership does not\napply in relation to an incorporated limited partnership, the partners\nin an incorporated limited partnership or the relationship between an\nincorporated limited partnership and its partners.\nNote A reference to an Act includes a reference to the statutory instruments\nmade or in force under the Act, including regulations (see Legislation\nAct, s 104).\n\n","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Meaning of partnership","content":"6 Meaning of partnership\n(1) Partnership is the relation between people carrying on a business in\ncommon with a view of profit, and includes an incorporated limited\nNote Partnership includes an external partnership in some stated provisions\nin part 6 (Incorporated limited partnerships).\n(2) The relation between members of a corporation (other than an\nincorporated limited partnership), whether formed or incorporated in\nor outside the ACT, is not a partnership under this Act.\n","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Rules for determining existence of partnership","content":"7 Rules for determining existence of partnership\n(1) In determining whether a partnership does or does not exist, regard\nshall be had to subsections (2) to (4).\n(2) Joint tenancy, tenancy in common, joint property or part ownership\ndoes not, of itself, create a partnership as to anything so held or\nowned, whether the tenants or owners do or do not share any profits\nmade by the use of the thing so held or owned.\n(3) The sharing of gross returns does not, of itself, create a partnership,\nwhether the persons sharing the returns have or have not a joint or\ncommon right or interest in any property from which, or from the use\nof which, the returns are derived.\n\nNature of partnership Part 2\n(4) The receipt by a person of a share of the profits of a business is\nevidence that the person is a partner with respect to the business, but\nthe receipt of such a share, or of a payment contingent on, or varying\nwith, the profits of a business, does not, of itself, make the person a\npartner with respect to the business and, in particular—\n(a) the receipt by a person of a debt or other liquidated demand by\ninstalments or otherwise out of the accruing profits of a business\ndoes not, of itself, make the person a partner with respect to the\nbusiness or liable as a partner with respect to the business; and\n(b) a contract for the remuneration of an employee or agent of a\nperson engaged in a business by a share of the profits of the\nbusiness does not, of itself, make the employee or agent a partner\nin relation to the business or liable as a partner in relation to the\nbusiness; and\n(c) a domestic partner or child of a deceased partner who receives,\nby way of periodical payment, a part of the profits made in a\nbusiness is not, only because the domestic partner or child\nreceives part of the profits, a partner in relation to the business\nor liable as a partner in relation to the business; and\n(d) the lending of money to a person engaged or about to engage in\na business under a contract, made in writing with that person and\nsigned by or on behalf of all the parties to the contract, by virtue\nof which the lender is entitled to receive a rate of interest varying\nwith, or a share of, the profits arising from carrying on the\nbusiness, does not, of itself, make the lender a partner with the\nperson carrying on the business or liable as a partner with that\nperson; and\n(e) a person who receives by way of periodical payment a portion\nof the profits of a business in consideration of the sale by the\nperson of the goodwill of the business is not, by reason only of\nthe receipt of that portion, a partner with respect to the business\nor liable as a partner with respect to the business.\n\n(5) This section does not apply in relation to an incorporated limited\n\n","sortOrder":6},{"sectionNumber":"Part 3","sectionType":"part","heading":"Relations of partners to persons","content":"Part 3 Relations of partners to persons\ndealing with them\n","sortOrder":7},{"sectionNumber":"9","sectionType":"section","heading":"Power of certain partners to bind firm","content":"9 Power of certain partners to bind firm\n(1) A partner in a firm other than an incorporated limited partnership is\nthe agent of the firm, and of the other partners in the firm, for the\npurposes of the firm’s business.\n(2) An act done by a partner in a firm other than an incorporated limited\npartnership, for carrying on in the usual way business of the kind\ncarried on by the firm, binds the firm and the other partners in the\nfirm unless—\n(a) the partner who does the act has in fact no authority to act for\nthe firm in the particular matter; and\n(b) the person with whom the partner is dealing either knows that\nthe partner has no authority or does not know or believe the\npartner to be a partner in the firm.\n(3) A general partner in an incorporated limited partnership is the agent\nof the partnership, and of the other general partners in the partnership,\nfor the purposes of the partnership’s business.\n(4) An act done by a general partner in an incorporated limited\npartnership, for carrying on in the usual way business of the kind\ncarried on by the partnership, binds the partnership and the other\ngeneral partners in the partnership unless—\n(a) the general partner who does the act has in fact no authority to\nact for the partnership in the particular matter; and\n(b) the person with whom the general partner is dealing either\nknows that the general partner has no authority or does not know\nor believe the general partner to be a general partner in the\n\n","sortOrder":8},{"sectionNumber":"10","sectionType":"section","heading":"Partners bound by acts on behalf of firm","content":"10 Partners bound by acts on behalf of firm\n(1) An act or instrument relating to the business of a firm other than an\nincorporated limited partnership is binding on the firm and all the\npartners in the firm if it is done or executed by a person authorised to\ndo the act or execute the instrument (whether or not a partner in the\nfirm)—\n(a) in the firm name; or\n(b) in any other way showing an intention to bind the firm.\n(2) An act or instrument relating to the business of an incorporated\nlimited partnership is (subject to section 13 (5) (Liability of partner))\nbinding on the partnership and all the general partners in the\npartnership if it is done or executed by a person authorised to do the\nact or execute the instrument (whether or not a general partner in the\npartnership)—\n(a) in the firm name; or\n(b) in any other way showing an intention to bind the partnership.\n(3) This section does not affect a rule of law about the execution of deeds\nor negotiable instruments.\n","sortOrder":9},{"sectionNumber":"11","sectionType":"section","heading":"Partner using credit of firm for private purpose","content":"11 Partner using credit of firm for private purpose\n(1) If a partner in a firm other than an incorporated limited partnership\npledges the credit of the firm for a purpose apparently not connected\nwith the ordinary course of the firm’s business, the firm is not bound\nunless the partner is in fact specially authorised by the other partners\nin the firm.\n(2) Subsection (1) does not affect a personal liability incurred by an\nindividual partner.\n\n(3) If a general partner in an incorporated limited partnership pledges the\ncredit of the partnership for a purpose apparently not connected with\nthe ordinary course of the partnership’s business, the partnership is\nnot bound unless the general partner is in fact specially authorised by\n(4) Subsection (3) does not affect a personal liability incurred by an\nindividual general partner.\n","sortOrder":10},{"sectionNumber":"12","sectionType":"section","heading":"Effect of notice that firm will not be bound by acts of","content":"12 Effect of notice that firm will not be bound by acts of\npartner\n(1) If it has been agreed by the partners in a firm other than an\nincorporated limited partnership that restrictions are to be placed on\nthe power of 1 or more of the partners to bind the firm, an act\ncontravening the agreement is not binding on the firm in relation to a\nperson with notice of the agreement.\n(2) If it has been agreed by the partners in an incorporated limited\npartnership that restrictions are to be placed on the power (if any) of\n1 or more of the partners to bind the partnership, an act contravening\nthe agreement is not binding on the partnership in relation to a person\nwith notice of the agreement.\n","sortOrder":11},{"sectionNumber":"13","sectionType":"section","heading":"Liability of partner","content":"13 Liability of partner\n(1) Each partner in a firm other than an incorporated limited partnership\nis liable jointly with the other partners in the firm for the debts and\nobligations of the firm incurred while the partner is a partner.\n(2) If the partner is an individual, after the partner’s death the dead\npartner’s estate is severally liable in the due course of administration\nfor the debts and obligations of the firm incurred while the dead\npartner was a partner that remain unsatisfied, but subject to the earlier\npayment of the dead partner’s separate debts.\n\n(3) Each general partner in an incorporated limited partnership is liable\njointly with the incorporated limited partnership for the debts and\nobligations of the partnership incurred while the general partner is a\ngeneral partner.\n(4) If the general partner is an individual, after the general partner’s death\nthe dead partner’s estate is severally liable in the due course of\nadministration for the debts and obligations of the partnership\nincurred while the dead partner was a partner that remain unsatisfied,\nbut subject to the earlier payment of the dead partner’s separate debts.\n(5) However, a general partner in an incorporated limited partnership is\nonly liable for the debts and obligations of the partnership—\n(a) to the extent the partnership cannot satisfy the debts and\nobligations; or\n(b) to a greater extent provided by the partnership agreement.\n","sortOrder":12},{"sectionNumber":"14","sectionType":"section","heading":"Liability of firm not incorporated limited partnership for","content":"14 Liability of firm not incorporated limited partnership for\nwrongs\n(1) This section applies if, by any wrongful act or omission of a partner\n(the relevant partner) in a firm other than an incorporated limited\npartnership acting in the ordinary course of the business of the firm,\nor with the authority of the other partners in the firm—\n(a) loss or injury is caused to someone who is not a partner in the\nfirm; or\n(b) a penalty is incurred.\n(2) The firm is liable in relation to the loss, injury or penalty to the same\nextent as the relevant partner.\n\n(3) For this section, a partner in a firm other than an incorporated limited\npartnership who commits a wrongful act or omission as a director of\na company or other body (within the meaning of the Corporations\nAct), as a member of a territory authority, or as a member of the board\n(however described) of a territory authority, is not to be taken to be\nacting in the ordinary course of business of the firm, or with the\nauthority of the other partners in the firm, only because of 1 or more\nof the following:\n(a) the partner obtained the agreement or authority of the other\npartners in the firm, or some of them, to be appointed or to act\nas director or member;\n(b) the remuneration that the partner receives as director or member\nforms part of the income of the firm;\n(c) any other partner of the firm is also such a director or member,\nwhether of the same or a different body, territory authority or\nboard.\n","sortOrder":13},{"sectionNumber":"14A","sectionType":"section","heading":"Liability of incorporated limited partnership for wrongs","content":"14A Liability of incorporated limited partnership for wrongs\n(1) This section applies if, by any wrongful act or omission of a general\npartner (the relevant partner) in an incorporated limited partnership,\nacting in the ordinary course of the partnership’s business, or with its\nauthority—\n(a) loss or injury is caused to someone who is not a partner in the\n(b) a penalty is incurred.\n(2) The incorporated limited partnership is liable in relation to the loss,\ninjury or penalty to the same extent as the relevant partner.\n\n(3) For this section, a general partner in an incorporated limited\npartnership who commits a wrongful act or omission as a director of\na company or other body (within the meaning of the Corporations\nAct), as a member of a territory authority, or as a member of the board\n(however described) of a territory authority, is not to be taken to be\nacting in the ordinary course of the partnership’s business, or with its\nauthority, only because of 1 or more of the following:\n(a) the general partner obtained the agreement or authority of the\npartnership to be appointed or to act as director or member;\n(b) the remuneration that the general partner receives as director or\nmember forms part of the income of the partnership;\n(c) any other general partner in the partnership is also a director of\na company or other body (within the meaning of the\nCorporations Act), member of a territory authority, or member\nof the board (however described) of a territory authority,\nwhether of the same or a different body, territory authority or\nboard.\n","sortOrder":14},{"sectionNumber":"15","sectionType":"section","heading":"Misapplication of money or property received for, or in","content":"15 Misapplication of money or property received for, or in\ncustody of, firm\n(1) If either or both of the following happens, a firm that is not an\nincorporated limited partnership is liable to make good the loss:\n(a) a partner in the firm, acting within the scope of the partner’s\napparent authority, receives someone else’s money or property\nand misapplies it;\n(b) in the course of the firm’s business, the firm receives someone\nelse’s money or property, and the money or property is\nmisapplied by 1 or more of the partners while in the firm’s\ncustody.\n\n(2) If either or both of the following happens, an incorporated limited\npartnership is liable to make good the loss:\n(b) a general partner in the partnership, acting within the scope of\nthe general partner’s apparent authority, receives someone else’s\nmoney or property and misapplies it;\n(b) in the course of the partnership’s business, the partnership\nreceives someone else’s money or property, and the money or\nproperty is misapplied by 1 or more of the general partners while\nin the partnership’s custody.\n(3) In this section:\nsomeone else, in relation to a firm that is not an incorporated limited\npartnership or an incorporated limited partnership, does not include a\npartner in the partnership.\n","sortOrder":15},{"sectionNumber":"16","sectionType":"section","heading":"Liability for wrongs joint and several","content":"16 Liability for wrongs joint and several\n(1) Each partner in a firm other than an incorporated limited partnership\nis liable jointly with the other partners in the firm, and severally, for\neverything for which the firm becomes liable under section 14\n(Liability of firm not incorporated limited partnership for wrongs) or\nsection 15 while the partner is a partner in the firm.\n(2) Each general partner in an incorporated limited partnership is liable\njointly with the other general partners in the partnership, and\nseverally, for everything for which the partnership becomes liable\nunder section 14A (Liability of incorporated limited partnership for\nwrongs) or section 15 while the general partner is a general partner in\n(3) However, a general partner in an incorporated limited partnership is\nonly liable for any liability of the partnership mentioned in subsection\n(2)—\n(a) to the extent the partnership cannot satisfy the liability; or\n(b) to a greater extent provided by the partnership agreement.\n\n","sortOrder":16},{"sectionNumber":"17","sectionType":"section","heading":"Improper use of trust property for partnership other than","content":"17 Improper use of trust property for partnership other than\nincorporated limited partnership\n(1) If a partner in a firm other than an incorporated limited partnership\nwho is a trustee improperly uses trust property in the firm’s business,\nor for the firm, another partner in the firm is not liable for the trust\nproperty to the people beneficially interested in the property.\n(2) Subsection (1) does not—\n(a) affect any liability incurred by a partner because the partner\nknew about a breach of trust; and\n(b) prevent trust money from being followed and recovered from\nthe firm if still in the possession, or under the control, of the\nfirm.\n","sortOrder":17},{"sectionNumber":"17A","sectionType":"section","heading":"Improper use of trust property for incorporated limited","content":"17A Improper use of trust property for incorporated limited\npartnership\n(1) If a general partner in an incorporated limited partnership who is a\ntrustee improperly uses trust property in the partnership’s business,\nor for the partnership, the partnership and any other general partner is\nnot liable for the trust property to the people beneficially interested in\nthe property.\n(2) Subsection (1) does not—\n(a) affect any liability incurred by any general partner because the\npartner knew about a breach of trust; and\n(b) prevent trust money from being followed and recovered from\nthe partnership if still in the possession, or under the control, of\n\n","sortOrder":18},{"sectionNumber":"18","sectionType":"section","heading":"People liable by holding out","content":"18 People liable by holding out\n(1) Subsection (2) applies if a person (the apparent partner)—\n(a) represents themself as a partner in a firm other than an\nincorporated limited partnership by words (whether spoken or\nwritten) or conduct; or\n(b) knowingly allows themself to be represented as a partner in a\nfirm other than an incorporated limited partnership.\n(2) The apparent partner is liable as a partner in the firm to anyone who\nhas, because of the representation, given credit to the firm, whether\nthe representation has or has not been made or communicated to the\nperson giving credit by or with the knowledge of the apparent partner.\n(3) Subsection (4) applies if a person (the apparent general partner)—\n(a) represents themself as a general partner in an incorporated\nlimited partnership by words (whether spoken or written) or\nconduct; or\n(b) knowingly allows themself to be represented as a general partner\nin an incorporated limited partnership.\n(4) The apparent general partner is liable as a general partner in the\npartnership to anyone who has, because of the representation, given\ncredit to the partnership, whether the representation has or has not\nbeen made or communicated to the person giving credit by or with\nthe knowledge of the apparent general partner.\n(5) If, after the death of a partner in a firm, the firm’s business is\ncontinued in the old firm name, the continued use of that name or the\nname of the dead partner as part of that name does not, of itself, make\nthe partner’s legal personal representatives or the partner’s estate or\neffects liable for the firm’s debts contracted after the partner’s death.\n\n","sortOrder":19},{"sectionNumber":"19","sectionType":"section","heading":"Admissions and representations of partners","content":"19 Admissions and representations of partners\n(1) An admission or representation made by a partner in a firm other than\nan incorporated limited partnership about the firm’s affairs, and in the\nordinary course of the firm’s business, is evidence against the firm.\n(2) An admission or representation made by a general partner in an\nincorporated limited partnership about the partnership’s affairs, and\nin the ordinary course of the partnership’s business, is evidence\nagainst the partnership.\n","sortOrder":20},{"sectionNumber":"20","sectionType":"section","heading":"Notice to acting partners is notice to firm","content":"20 Notice to acting partners is notice to firm\n(1) Notice to a partner in a firm other than an incorporated limited\npartnership who habitually acts in the firm’s business, of a matter\nrelating to the firm’s affairs, operates as notice to the firm, except for\nfraud on the firm committed by or with the consent of that partner.\n(2) Notice to a general partner in an incorporated limited partnership who\nhabitually acts in the partnership’s business, of a matter relating to the\npartnership’s affairs, operates as notice to the partnership, except for\nfraud on the partnership committed by or with the consent of that\n","sortOrder":21},{"sectionNumber":"21","sectionType":"section","heading":"Liabilities of incoming and outgoing partners","content":"21 Liabilities of incoming and outgoing partners\n(1) A person who is admitted as a partner in an existing firm other than\nan incorporated limited partnership does not by that admission alone\nbecome liable for anything done before the person became a partner.\n(2) A person who is admitted as a general partner in an existing\nincorporated limited partnership does not by that admission alone\nbecome liable for anything done before the person became a general\n\n(3) A partner who retires from a firm other than an incorporated limited\npartnership does not by that retirement alone stop being liable for the\nfirm’s debts and obligations incurred before the partner’s retirement.\n(4) A partner who retires from an incorporated limited partnership does\nnot by that retirement alone stop being liable for the partnership’s\nliabilities incurred before the partner’s retirement for which the\npartner was liable.\n(5) A retiring partner in a firm other than an incorporated limited\npartnership may be discharged from any existing liabilities by\nagreement between the partner, the members of the firm as newly\nconstituted and the creditors, and this agreement may be either\nexpress or inferred as a fact from the course of dealing between the\ncreditors and the firm as newly constituted.\n(6) A retiring partner in an incorporated limited partnership may be\ndischarged from any existing liabilities by agreement between the\npartner, the partnership and the creditors, and this agreement may be\neither express or inferred as a fact from the course of dealing between\nthe creditors and the partnership.\n(7) In subsection (4) and (6):\nliabilities—see section 51.\n","sortOrder":22},{"sectionNumber":"22","sectionType":"section","heading":"Revocation of continuing guarantee by change of firm","content":"22 Revocation of continuing guarantee by change of firm\n(1) A continuing guarantee given either to a firm or to a third person in\nrespect of the transactions of a firm is, in the absence of agreement to\nthe contrary, revoked as to future transactions by a change in the\nconstitution of the firm to which, or in respect of whose transactions,\nthe guarantee was given.\n\n","sortOrder":23},{"sectionNumber":"Part 4","sectionType":"part","heading":"Relations of partners to one","content":"Part 4 Relations of partners to one\nanother\n","sortOrder":24},{"sectionNumber":"23","sectionType":"section","heading":"Variation by consent of terms of partnership","content":"23 Variation by consent of terms of partnership\nThe mutual rights and duties of partners, whether ascertained by\nagreement or defined by this Act, may be varied by the consent (either\nexpress or inferred from a course of dealing) of all the partners.\n","sortOrder":25},{"sectionNumber":"24","sectionType":"section","heading":"Partnership property of firms other than incorporated","content":"24 Partnership property of firms other than incorporated\n(1) Subject to section 25, all property, and rights and interests in property,\noriginally brought into the stock of a firm or acquired, whether by\npurchase or otherwise, on account of a firm or for the purposes, and\nin the course of the business, of a firm are called in this Act\npartnership property.\n(2) Subject to subsection (3), the partnership property of a firm shall be\nheld and applied by the partners in the firm exclusively for the\npurposes of the firm and in accordance with the partnership\nagreement.\n(3) A legal estate or interest in land, being an estate or interest that\nbelongs to a firm, shall devolve according to the nature and tenure of,\nand the general rules of law applicable to, the estate or interest, but in\ntrust so far as is necessary for the persons beneficially interested in\nthe estate or interest under this section.\n(4) This section does not apply in relation to an incorporated limited\n\n","sortOrder":26},{"sectionNumber":"24A","sectionType":"section","heading":"Partnership property of incorporated limited partnership","content":"24A Partnership property of incorporated limited partnership\n(1) All property, and rights and interests in property, acquired, whether\nby purchase or in another way, on account of an incorporated limited\npartnership, or for and in the course of the partnership’s business, are\nfor this Act partnership property.\n(2) The partnership property of an incorporated limited partnership must\nbe applied by the partnership exclusively for the partnership.\n(3) A partner in an incorporated limited partnership does not have any\nlegal or beneficial interest in its partnership property only because the\npartner is a partner in the partnership.\n","sortOrder":27},{"sectionNumber":"25","sectionType":"section","heading":"Land bought by co-owners out of profits from land—","content":"25 Land bought by co-owners out of profits from land—\nother than incorporated limited partnerships\n(1) If co-owners of an estate or interest in land, not being an estate or\ninterest which is partnership property—\n(a) are partners as to profits made by the use of the estate or interest\nor of the land; and\n(b) purchase out of the profits another estate or interest in land to be\nused in like manner;\nthe estate or interest so purchased belongs to them, in the absence of\nan agreement to the contrary, not as partners but as co-owners for the\nsame respective estates or interests as are held by them, at the date of\nthe purchase, in the firstmentioned estate or interest.\n","sortOrder":28},{"sectionNumber":"26","sectionType":"section","heading":"Property bought with money of firm","content":"26 Property bought with money of firm\nProperty bought with money belonging to a firm is, unless the\ncontrary intention appears, deemed to have been bought on account\nof the firm.\n\n","sortOrder":29},{"sectionNumber":"27","sectionType":"section","heading":"Conversion into personalty of land held by firm","content":"27 Conversion into personalty of land held by firm\n(1) If an estate or interest in land has become partnership property, the\nestate or interest shall, unless the contrary intention appears, be\ntreated as between the partners, the legal personal representatives of\na deceased partner and the persons entitled under the will, or upon the\nadministration of the estate, of a deceased partner, as personal or\nmovable property and not real property.\n","sortOrder":30},{"sectionNumber":"29","sectionType":"section","heading":"Rules about interests and duties of partners other than in","content":"29 Rules about interests and duties of partners other than in\nincorporated limited partnership\n(1) All the partners in a firm are entitled to share equally in the capital\nand profits of the firm and are liable to contribute equally towards the\nlosses, whether of capital or otherwise, sustained by the firm.\n(2) A firm shall indemnify each partner in the firm in respect of payments\nmade, and personal liabilities incurred, by the partner—\n(a) in the ordinary and proper conduct of the business of the firm;\nor\n(b) in or about anything necessarily done for the preservation of the\nbusiness or property of the firm.\n(3) A partner in a firm who makes, for the purposes of the firm, a payment\nor advance beyond the amount of capital which the partner has agreed\nto subscribe is entitled to interest at a rate of 7% per annum from the\ndate of the payment or advance.\n(4) A partner in a firm is not entitled before the ascertainment of the\nprofits of the firm to interest on the capital subscribed by the partner.\n(5) Each partner in a firm is entitled to take part in the management of\nthe business of the firm.\n\n(6) A partner in a firm is not entitled to remuneration for acting in the\nbusiness of the firm.\n(7) A person shall not be introduced into a firm as a partner without the\nconsent of all existing partners in the firm.\n(8) A difference arising as to ordinary matters connected with the\nbusiness of a firm may be decided by a majority of the partners in the\nfirm, but no change may be made in the nature of the business of the\nfirm without the consent of all existing partners in the firm.\n(9) The books of a firm shall be kept at the place of business of the firm\n(or the principal place of business, if there is more than 1), and each\npartner in the firm is entitled, when the partner thinks fit, to have\naccess to, and to inspect and to copy, any of the books.\n(10) The operation with respect to a firm or a partner in a firm of any\nprovision of this section is subject to any agreement express or\nimplied between the partners in the firm.\n(11) This section does not apply in relation to an incorporated limited\n","sortOrder":31},{"sectionNumber":"30","sectionType":"section","heading":"Expulsion of partner","content":"30 Expulsion of partner\nA majority of partners in a firm are not entitled to expel another\npartner from the firm unless the majority are acting in the exercise of\na power so to do conferred by express agreement between all the\npartners in the firm.\n","sortOrder":32},{"sectionNumber":"31","sectionType":"section","heading":"Retirement from partnership at will","content":"31 Retirement from partnership at will\n(1) If a fixed term has not been agreed upon for the duration of a\npartnership, a partner may determine the partnership at any time on\ngiving notice to all the other partners of the partner’s intention so to\ndo.\n\n","sortOrder":33},{"sectionNumber":"32","sectionType":"section","heading":"Partnership for term continued over","content":"32 Partnership for term continued over\n(1) Where a partnership entered into for a fixed term is continued after\nthe term has expired without an express new agreement, the rights\nand duties of the partners remain the same as they were at the\nexpiration of the term so far as is consistent with the incidents of a\npartnership at will.\n(2) For subsection (1), a continuance, after the expiration of the fixed\nterm for which the partners entered into partnership, of the business\nof a firm by the partners in the firm, or by those of the partners in the\nfirm who habitually acted in the business during the term, without a\nsettlement or liquidation of the affairs of the firm is deemed to be a\ncontinuance of the partnership.\n(3) This section does not apply in relation to an incorporated limited\n","sortOrder":34},{"sectionNumber":"33","sectionType":"section","heading":"Duty of partner to give accounts","content":"33 Duty of partner to give accounts\n(1) A partner in a firm other than an incorporated limited partnership\nmust give true accounts and full information about everything\naffecting the firm to another partner or another partner’s legal\npersonal representatives.\n(2) An incorporated limited partnership must, subject to the partnership\nagreement, give true accounts and full information about everything\naffecting the partnership to any partner or any partner’s legal personal\nrepresentatives.\n","sortOrder":35},{"sectionNumber":"34","sectionType":"section","heading":"Accountability of partners for private profits","content":"34 Accountability of partners for private profits\n(1) A partner in a firm is bound to account to the firm—\n(a) for any benefit derived by the partner, without the consent of the\nother partners in the firm, from a transaction concerning the\nfirm; or\n\n(b) for any use by the partner of the partnership property, the firm\nname or the business connection of the firm.\n(2) This section applies also to transactions undertaken, after a\npartnership has been dissolved by the death of a partner in a firm and\nbefore the affairs of the firm have been completely wound up, either\nby a surviving partner in the firm or by the legal personal\nrepresentatives of the deceased partner.\n(3) This section does not apply in relation to an incorporated limited\n","sortOrder":36},{"sectionNumber":"35","sectionType":"section","heading":"Duty of partner not to compete with firm","content":"35 Duty of partner not to compete with firm\n(1) If a partner in a firm carries on, without the consent of the other\npartners in the firm, a business of the same nature as, and competing\nwith, that of the firm, the partner so carrying on business shall account\nfor and pay over to the firm all profits made by the partner in the\nbusiness.\n","sortOrder":37},{"sectionNumber":"36","sectionType":"section","heading":"Rights of assignee of share in partnership","content":"36 Rights of assignee of share in partnership\n(1) An assignment by a partner in a firm of the partner’s share in the\npartnership, whether absolute or by way of mortgage or redeemable\ncharge, does not, as against the other partners in the firm, entitle the\nassignee during the continuance of the partnership—\n(a) to interfere in the management or administration of the business\nor affairs of the firm; or\n(b) to require an account of the transactions of the firm; or\n(c) to inspect the books of the firm.\n\n(2) An assignment referred to in subsection (1) entitles the assignee only\nto receive the share of profits of the firm to which the assigning\npartner would otherwise be entitled, and the assignee must accept the\naccount of profits of the firm agreed to by the partners.\n(3) In case of a dissolution of a partnership after a partner has assigned\nthe partner’s share in the partnership, whether as respects all the\npartners or as respects the assigning partner, the assignee is entitled\nto receive the share of the partnership property to which the assigning\npartner is entitled as between the partner and the other partners and,\nfor the purpose of ascertaining that share, to an account as from the\ndate of the dissolution.\n(4) This section does not apply in relation to an incorporated limited\n\nPart 5 Dissolution of partnership and its\nconsequences\n36A Application of pt 5\nThis part does not apply in relation to an incorporated limited\n37 Dissolution by expiration or otherwise\n(1) Subject to any agreement between the partners, a partnership is\ndissolved—\n(a) where the partnership was entered into for a fixed term—by the\nexpiration of that term; or\n(b) where the partnership was entered into for a single adventure or\nundertaking—by the termination of that adventure or\nundertaking; or\n(c) where the partnership was entered into for an undefined time—\nby a partner giving notice to the other or others of the partner’s\nintention to dissolve the partnership.\n(2) A partnership which is dissolved by a partner giving the notice\nreferred to in subsection (1) (c) is dissolved—\n(a) as from the date mentioned in the notice as the date of\ndissolution; or\n(b) if no date of dissolution is so mentioned—as from the date of\nthe communication of the notice.\n\n","sortOrder":38},{"sectionNumber":"38","sectionType":"section","heading":"Dissolution of partnership by death, bankruptcy, charge","content":"38 Dissolution of partnership by death, bankruptcy, charge\netc\n(1) Subject to any agreement between the partners, a partnership is\ndissolved in relation to all the partners if a partner dies, becomes\nbankrupt, or executes a personal insolvency agreement under the\nBankruptcy Act 1966 (Cwlth).\n(2) If a partner’s share in the partnership property is charged under this\nAct for the partner’s separate debt, the other partners may dissolve\n","sortOrder":39},{"sectionNumber":"39","sectionType":"section","heading":"Dissolution by illegality of partnership","content":"39 Dissolution by illegality of partnership\nA partnership is dissolved by the happening of an event which makes\nit unlawful for the business of the firm to be carried on or for the\nmembers of the firm to carry on the business of the firm in\n","sortOrder":40},{"sectionNumber":"40","sectionType":"section","heading":"Dissolution by Supreme Court","content":"40 Dissolution by Supreme Court\n(1) Subject to this section, when—\n(a) a partner in a firm—\n(i) has been declared in accordance with law to be a person\nwith a mental disability; or\n(ii) is shown, to the satisfaction of the Supreme Court, to be a\nperson with a mental disability; or\n(b) a partner in a firm becomes in any other way permanently\nincapable of performing the person’s part of the partnership\nagreement; or\n(c) a partner in a firm has been guilty of such conduct as, in the\nopinion of the court, regard being had to the nature of the\nbusiness of the firm, is calculated to affect prejudicially the\ncarrying on of that business; or\n\n(d) a partner in a firm—\n(i) wilfully or persistently commits a breach of the partnership\nagreement; or\n(ii) otherwise so conducts themself in matters relating to the\nbusiness of the firm that is not reasonably practicable for\nthe other partners to carry on the business in partnership\nwith the partner; or\n(e) the business of a firm can only be carried on at a loss; or\n(f) circumstances have arisen which, in the opinion of the court,\nrender it just and equitable that a partnership be dissolved;\nthe court, may, on the application of a partner in the firm, order that\nthe partnership be dissolved.\n(2) An application under subsection (1) (a) may be made, on behalf of\nthe partner concerned, by the partner’s committee or next friend or\nperson having title to intervene instead of by the partner personally.\n(3) An application under subsection (1) (b), (c) or (d) shall not be made\nby the partner concerned.\n(4) In this section:\nperson with a mental disability, in relation to a partnership\nagreement, means a person who is not legally competent to be a party\nto the partnership agreement, and includes such a person even if a\nguardian or manager has not been appointed for the person under the\nGuardianship and Management of Property Act 1991.\n","sortOrder":41},{"sectionNumber":"41","sectionType":"section","heading":"Rights of persons dealing with firm against apparent","content":"41 Rights of persons dealing with firm against apparent\nmembers of firm\n(1) A person who deals with a firm after a change in its constitution is\nentitled to treat all apparent members of the old firm as still being\nmembers of the firm until the person has notice of the change.\n\n(2) A person who, not having been known to a person dealing with a firm\nto be a partner in the firm, retires from the firm is not liable for the\ndebts of the firm contracted, after the date of their retirement, with the\nperson so dealing with the firm.\n(3) If a person who is a partner in a firm dies, becomes bankrupt, or\nexecutes a personal insolvency agreement under the Bankruptcy\nAct 1966 (Cwlth), the estate of the partner is not liable for the debts\nof the firm contracted after the date of the death, bankruptcy or\nexecuting of the personal insolvency agreement.\n","sortOrder":42},{"sectionNumber":"42","sectionType":"section","heading":"Right of partners to notify dissolution","content":"42 Right of partners to notify dissolution\nOn the dissolution of a partnership or the retirement of a partner, a\npartner in the firm—\n(a) may give public notice that the partnership has been so dissolved\nor that the partner has so retired, as the case may be; and\n(b) may require the other partners in the firm to concur for that\npurpose in all necessary and proper acts (if any) which cannot\nbe done without the concurrence of the other partners.\n","sortOrder":43},{"sectionNumber":"43","sectionType":"section","heading":"Public notice of dissolution or change","content":"43 Public notice of dissolution or change\nPublic notice of the dissolution, or a change in the constitution, of a\nfirm is notice of the dissolution or change to a person who did not\nhave dealings with the firm before the date of the dissolution or\nchange.\n\n","sortOrder":44},{"sectionNumber":"44","sectionType":"section","heading":"Continuing authority of partners for winding-up","content":"44 Continuing authority of partners for winding-up\n(1) After the dissolution of a partnership, the authority of each partner to\nbind the firm and the other rights and obligations of the partners\ncontinue, despite the dissolution, so far as necessary to wind up the\naffairs of the firm or to complete transactions started but unfinished\nat the time the partnership is dissolved, but not otherwise.\n(2) If a person (A) who was a partner in the firm becomes bankrupt, or\nexecutes a personal insolvency agreement under the Bankruptcy\nAct 1966 (Cwlth), subsection (1) does not make another person (B)\nwho was a partner in the firm liable for A’s acts.\n(3) However, B is liable for A’s acts if, after A became bankrupt or\nexecuted the personal insolvency agreement, B represented, or\nknowingly allowed a representation to be made, that A was their\n","sortOrder":45},{"sectionNumber":"45","sectionType":"section","heading":"Rights of partners to application of partnership property","content":"45 Rights of partners to application of partnership property\n(1) On the dissolution of partnership, every partner in the firm is entitled,\nas against the other partners in the firm and all persons claiming\nthrough those other partners in respect of their interests as partners—\n(a) to have the partnership property of the firm applied in payment\nof the debts and liabilities of the firm; and\n(b) to have the surplus partnership property after such payment\napplied in payment of what may be due to each partner in the\nfirm after deducting what may be due from that partner as a\npartner in the firm.\n(2) For the purpose of exercising their rights under subsection (1), a\npartner in a firm, or the partner’s legal personal representatives, may,\non the termination of the partnership, apply to the Supreme Court to\nwind up the business and affairs of the firm.\n\n","sortOrder":46},{"sectionNumber":"46","sectionType":"section","heading":"Apportionment of premium when partnership prematurely","content":"46 Apportionment of premium when partnership prematurely\ndissolved\nWhere one partner has paid a premium to another on entering into\npartnership for a fixed term and the partnership is dissolved before\nthe expiration of that term otherwise than by the death of a partner,\nthe Supreme Court may order the repayment of the premium or of\nsuch part of the premium as it thinks just having regard to the terms\nof the partnership agreement and to the length of time during which\nthe partnership has continued unless—\n(a) the dissolution is, in the judgment of the Supreme Court, wholly\nor chiefly due to the misconduct of the partner who paid the\npremium; or\n(b) the partnership has been dissolved by an agreement containing\nno provision for a return of the premium or any part of the\npremium.\n","sortOrder":47},{"sectionNumber":"47","sectionType":"section","heading":"Rights where partnership dissolved for fraud or","content":"47 Rights where partnership dissolved for fraud or\nmisrepresentation\nWhere the partnership agreement is rescinded on the ground of the\nfraud or misrepresentation of one of the parties to the agreement, the\nparty entitled to rescind is, without prejudice to any other right,\nentitled—\n(a) to a lien on, or right of retention of, the surplus of the partnership\nproperty of the firm after satisfying the liabilities of the firm for\nany sum of money paid by the party for the purchase of a share\nin the partnership and for any capital contributed by the party;\nand\n(b) to stand in the place of the creditors of the firm for any payments\nmade by the party in respect of the liabilities of the firm; and\n(c) to be indemnified by the person guilty of the fraud or making\nthe representation against all the debts and liabilities of the firm.\n\n","sortOrder":48},{"sectionNumber":"48","sectionType":"section","heading":"Right of outgoing partner in certain cases to share profits","content":"48 Right of outgoing partner in certain cases to share profits\nmade after dissolution\n(1) Subject to subsection (2), where—\n(a) a member of a firm has died or otherwise ceased to be a partner\nin the firm; and\n(b) the surviving or continuing partners carry on the business of the\nfirm with its capital or assets without any final settlement of\naccounts as between the firm and the outgoing partner or their\nestate;\nthe outgoing partner or their estate is, in the absence of an agreement\nto the contrary, entitled, at the option of that partner or their legal\npersonal representatives—\n(c) to such share of the profits made since the dissolution as the\nSupreme Court finds to be attributable to the use of that partner’s\nshare of the partnership property; or\n(d) to interest at the rate of 7% per annum on the amount of that\npartner’s share of the partnership property.\n(2) Where, by the partnership agreement, an option is given to the\nsurviving or continuing partners in a firm to purchase the interest of\na deceased or outgoing partner and that option is duly exercised, the\nestate of the deceased partner or the outgoing partner or the estate of\nthe outgoing partner, as the case may be, is not entitled to any further\nor other share of the profits of the firm, but, if a partner in the firm\nassuming to act in exercise of the option does not in all material\nrespects comply with the terms of the option, that partner is liable to\naccount under subsection (1).\n\n","sortOrder":49},{"sectionNumber":"49","sectionType":"section","heading":"Retiring or deceased partner’s share to be debt","content":"49 Retiring or deceased partner’s share to be debt\nSubject to any agreement between the partners, the amount due from\nthe surviving or continuing partners to an outgoing partner, or the\nlegal personal representatives of a deceased partner, in respect of the\noutgoing or deceased partner’s share in the partnership, is a debt\naccruing at the date of the dissolution or death.\n","sortOrder":50},{"sectionNumber":"50","sectionType":"section","heading":"Rules for distribution of assets on final settlement of","content":"50 Rules for distribution of assets on final settlement of\naccounts\n(1) In settling accounts between the partners in a firm after dissolution of\npartnership, this section applies subject to an agreement to the\ncontrary.\n(2) Losses suffered by the firm, including losses and deficiencies of\ncapital, shall be paid first out of the profits of the firm, next out of the\ncapital of the firm and, lastly, if necessary, by the partners in the firm,\nindividually, in the proportions in which they were entitled to share\nthe profits of the firm.\n(3) The partnership property of the firm, including the sums (if any)\ncontributed by the partners in the firm to make up losses or\ndeficiencies of capital, shall be applied in the following manner and\norder:\n(a) in paying the debts and liabilities of the firm to persons who are\nnot partners in the firm;\n(b) in paying to each partner in the firm rateably what is due from\nthe firm to the partner for advances as distinguished from\ncapital;\n(c) in paying to each partner in the firm rateably what is due from\nthe firm to the partner in respect of capital;\n(d) in dividing the ultimate residue (if any) among the partners in\nthe firm in the proportions in which the profits of the firm were\ndivisible.\n\nPreliminary Division 6.1\n","sortOrder":51},{"sectionNumber":"51","sectionType":"section","heading":"Definitions for pt 6","content":"51 Definitions for pt 6\nIn this part:\nexternal partnership means a partnership (or legal entity, however\ndescribed, in the nature of a partnership) formed under the law of a\nState, another Territory, foreign country or another jurisdiction,\nwhether or not under the law—\n(a) the liability of any partner for the liabilities of the partnership\n(or entity) is limited; and\n(b) the partnership (or entity) is incorporated or is otherwise a\nseparate legal entity.\nfirm name means—\n(a) for an incorporated limited partnership—the name of the\npartnership recorded in the register; and\n(b) for an external partnership—the name under which the\npartnership’s business is carried on under the law of the place\nwhere it is formed.\ngeneral partner, for an incorporated limited partnership, means a\nperson or partnership (including an external partnership) admitted as\na partner in the incorporated limited partnership in accordance with\nthe partnership agreement and who is not a limited partner.\nincorporated limited partnership means a partnership formed under\nthis part, and a reference to the partnership is a reference to the\npartnership as a separate legal entity and not the partners in the\nliability includes any debt, obligation or liability of any kind,\nwherever and however incurred.\n\nlimited partner, for an incorporated limited partnership, means a\nperson or partnership (including an external partnership) admitted\nand designated as a limited partner in the incorporated limited\npartnership in accordance with the partnership agreement.\npartner, for an incorporated limited partnership, means a general\npartner or limited partner.\nregister—see section 60 (Register of incorporated limited\npartnerships).\nregistered information—see section 59 (3) (Registration of\nincorporated limited partnership).\nspecial resolution, of limited partners in an incorporated limited\npartnership, means a resolution that has been passed by at least 75%\nof the limited partners.\n","sortOrder":52},{"sectionNumber":"52","sectionType":"section","heading":"Application of other provisions of this Act","content":"52 Application of other provisions of this Act\n(1) Parts 1 to 4 apply to incorporated limited partnerships, except as\nprovided under those parts or this part.\n(2) If a provision made under this part is inconsistent with a provision\nmade under any other part that applies to incorporated limited\npartnerships—\n(a) the provision made under this part prevails; and\n(b) the other provision does not, to the extent of the inconsistency,\nhave effect in relation to incorporated limited partnerships.\n\nNature and formation of incorporated limited partnerships Division 6.2\n","sortOrder":53},{"sectionNumber":"Div 6","sectionType":"division","heading":"2 Nature and formation of incorporated","content":"Division 6.2 Nature and formation of incorporated\n","sortOrder":54},{"sectionNumber":"53","sectionType":"section","heading":"Incorporated limited partnership formed on registration","content":"53 Incorporated limited partnership formed on registration\nAn incorporated limited partnership is formed on registration under\nthis part.\n","sortOrder":55},{"sectionNumber":"54","sectionType":"section","heading":"Incorporated limited partnership is separate legal entity","content":"54 Incorporated limited partnership is separate legal entity\n(1) An incorporated limited partnership—\n(a) is a corporation with legal personality separate from its partners\nand with perpetual succession; and\n(b) may have a common seal; and\n(c) may sue and be sued in its firm name.\n(2) The common seal of an incorporated limited partnership—\n(a) must be kept as the partnership directs; and\n(b) may only be used if the use is authorised by the partnership.\n","sortOrder":56},{"sectionNumber":"55","sectionType":"section","heading":"Partners in incorporated limited partnership","content":"55 Partners in incorporated limited partnership\n(1) An incorporated limited partnership must have—\n(a) at least 1 general partner but no more than 20 general partners;\nand\n(b) at least 1 limited partner.\n(2) A corporation may be a general partner or limited partner.\n(3) A partnership (including an external partnership) may be a general\npartner or limited partner in an incorporated limited partnership.\n\nDivision 6.2 Nature and formation of incorporated limited partnerships\n(4) For subsection (1) (a)—\n(a) if a general partner is a partnership or external partnership and\nno partner in that partnership has, under the law of the place\nwhere the partnership is formed, limited liability for the\nliabilities of the partnership—the number of partners in that\npartnership is counted; and\n(b) if a general partner is a partnership or external partnership and\nany partner in that partnership has, under the law of the place\nwhere the partnership is formed, limited liability for the\nliabilities of the partnership—only the number of partners in that\npartnership whose liability is not limited is counted.\n","sortOrder":57},{"sectionNumber":"56","sectionType":"section","heading":"Partnership agreement","content":"56 Partnership agreement\n(1) There must at all times be a written partnership agreement between\nthe partners in an incorporated limited partnership.\n(2) The interests of the partners in an incorporated limited partnership\nand their rights and duties in relation to the partnership are, subject to\nthis Act, to be decided in accordance with the partnership agreement.\n(3) A partnership agreement also has effect as a contract between the\nincorporated limited partnership and each partner under which the\npartnership and each partner agree to comply with and perform the\nagreement so far as it applies to them.\n(4) Subsection (3) does not prevent an incorporated limited partnership\nitself signing a partnership agreement.\n\nDivision 6.3 Registration of incorporated limited\n","sortOrder":58},{"sectionNumber":"57","sectionType":"section","heading":"Who may apply for registration","content":"57 Who may apply for registration\n(1) An application for registration as an incorporated limited partnership\nmay be made, in the circumstances mentioned in subsection (2), by—\n(a) a partnership (including an external partnership); or\n(b) any people or partnerships (including external partnerships), or\nboth, proposing to be the partners in the proposed incorporated\nlimited partnership.\n(2) The circumstances are—\n(a) that the partnership is registered under the Venture Capital\nAct 2002 (Cwlth), part 2 (Registration of limited partnerships)\nas a VCLP, ESVCLP or AFOF; or\nNote VCLP is a venture capital limited partnership, an ESVCLP is an\nearly stage venture capital limited partnership, and an AFOF is an\nAustralian venture capital fund of funds.\n(b) that a general partner in the partnership, or a proposed general\npartner in the proposed incorporated limited partnership, intends\nto apply for registration of the incorporated limited partnership,\nor proposed partnership, under the Venture Capital Act 2002\n(Cwlth), part 2 as a VCLP, ESVCLP or AFOF; or\n(c) that the partnership is a venture capital management partnership\nunder the Income Tax Assessment Act 1936 (Cwlth), section 94D\n(3) (Corporate limited partnerships); or\n(d) that the partners in the partnership, or the proposed partners in\nthe proposed incorporated limited partnership, intend that the\npartnership, or proposed partnership, intends to meet the\nrequirements set out in Income Tax Assessment Act 1936\n(Cwlth), section 94D (3) for recognition as a venture capital\nmanagement partnership; or\n\n(e) any other circumstances prescribed under the regulations.\n","sortOrder":59},{"sectionNumber":"58","sectionType":"section","heading":"Application for registration","content":"58 Application for registration\n(1) An application for registration as an incorporated limited partnership\nmust be made to the commissioner for fair trading.\n(2) The application must be signed—\n(a) if the application is made by a partnership (including an external\npartnership)—by each partner in the partnership or by a person\nauthorised to make the application on behalf of the partnership\nand the partners in it; or\n(b) if the application is made by any people or partnerships\n(including external partnerships), or both, proposing to be the\npartners in the proposed incorporated limited partnership—by\neach proposed partner.\n(3) The application must—\n(a) for an application by a partnership (including an external\npartnership), include—\n(i) the firm name of the partnership; and\n(ii) the full address of the office or principal office in the ACT\nof the partnership (the registered office of the proposed\npartnership); and\n(b) for an application by people or partnerships (including external\npartnerships) proposing to be the partners in the proposed\nincorporated limited partnership, include—\n(i) the proposed firm name of the proposed partnership; and\n(ii) the full address of the proposed office or principal office in\nthe ACT of the proposed partnership (the registered office\nof the proposed partnership); and\n\n(c) include the full name of each partner or proposed partner or, if\nthe partner or proposed partner is a partnership (including an\nexternal partnership), the name of the firm or, if the firm does\nnot have a name, the full name of each partner in the firm; and\n(d) include the full address of each partner or proposed partner as\nfollows:\n(i) for an individual—the person’s home address;\n(ii) for a corporation—the corporation’s registered office or\nprincipal place of business;\n(iii) for a partnership (including an external partnership)—the\npartnership’s registered office or principal office; and\n(e) state whether each partner or proposed partner is, or is proposed\nto be, a general partner or limited partner; and\n(f) for each partner or proposed partner that is a partnership\n(including an external partnership)—state that the partner or\nproposed partner is a partnership; and\n(g) for an application by a partnership that is registered under the\nVenture Capital Act 2002 (Cwlth), part 2 (Registration of\nlimited partnerships) as a VCLP, ESVCLP or AFOF—be\naccompanied by a copy of a document proving its status as a\nVCLP, ESVCLP or AFOF; and\n(h) for an application by people or partnerships (including external\npartnerships) proposing to be partners in a partnership that\nintends to apply for registration under the Venture Capital\nAct 2002 (Cwlth), part 2 as a VCLP, ESVCLP or AFOF—state\nthat it intends to apply; and\n(i) for an application by a partnership that is a venture capital\nAct 1936 (Cwlth), section 94D (3) (Corporate limited\npartnerships)—state that it is that partnership; and\n\n(j) for an application by people or partnerships (including external\npartnerships) proposing to be a partnership that intends to meet\nthe requirements for recognition as a venture capital\nAct 1936 (Cwlth), section 94D (3)—state that it intends to meet\nthe requirements; and\n(k) include any other information prescribed under the regulations.\n","sortOrder":60},{"sectionNumber":"59","sectionType":"section","heading":"Registration of incorporated limited partnership","content":"59 Registration of incorporated limited partnership\n(1) If an application for registration of an incorporated limited\npartnership is properly made under this division, the commissioner\nmust register the incorporated limited partnership.\nNote The firm name of an incorporated limited partnership is the name of the\npartnership recorded in the register (see s 51, def firm name).\n(2) The commissioner for fair trading must not record a name in the\nregister as the firm name of an incorporated limited partnership if the\nname is registered as a business name under the Business Names\nRegistration Act 2011 (Cwlth).\n(3) An incorporated limited partnership is registered by recording in the\nregister the information in the application under section 58 for its\nregistration (the registered information).\n","sortOrder":61},{"sectionNumber":"60","sectionType":"section","heading":"Register of incorporated limited partnerships","content":"60 Register of incorporated limited partnerships\n(1) The commissioner for fair trading must keep a register (the register)\nof incorporated limited partnerships registered under this part.\n(2) The register may be kept in any form, including electronically, that\nthe commissioner decides.\n(3) The register must be available for public inspection at reasonable\ntimes.\n\n(4) The commissioner may correct any mistake or omission in the\nregister by—\n(a) inserting an entry; or\n(b) amending an entry; or\n(c) omitting an entry.\n(5) The commissioner may omit an entry in the register only if satisfied\nthat the whole of the entry was included in error.\n","sortOrder":62},{"sectionNumber":"61","sectionType":"section","heading":"Changes in registered information","content":"61 Changes in registered information\n(1) If any of the registered information changes, a statement setting out\nthe changes must be given to the commissioner for fair trading within\n7 days after the day the change happens.\n(2) The statement must be signed by all the general partners in the\nincorporated limited partnership, or by a general partner authorised\nby all the general partners for this section.\n(3) The statement must contain the information required under the\nregulations.\n(4) If the statement is properly lodged, the commissioner for fair trading\nmust make the change in the register as soon as possible.\n(5) Each general partner in the incorporated limited partnership commits\nan offence if subsection (1) is not complied with.\n(6) It is a defence to a prosecution for an offence for failing to comply\nwith subsection (5) if the general partner proves that—\n(7) An offence against subsection (5) is a strict liability offence.\n\n","sortOrder":63},{"sectionNumber":"62","sectionType":"section","heading":"Certificates of registration etc","content":"62 Certificates of registration etc\n(1) The commissioner for fair trading must give the general partners in\nan incorporated limited partnership a certificate about its formation\nand the registered information when—\n(a) registering the incorporated limited partnership; or\n(b) making a change in its registered information; or\n(c) correcting a mistake or omission in the register about the\n(2) The commissioner for fair trading may, on application, give the\napplicant a certificate for an incorporated limited partnership about\nits formation and the registered information as at the time of the\napplication.\n(3) A certificate under this section may be in the form that the\ncommissioner for fair trading considers appropriate.\n(4) A certificate under this section—\n(a) about the formation of an incorporated limited partnership is\nconclusive evidence that the incorporated limited partnership\nwas formed on the date of registration mentioned in the\ncertificate; and\n(b) about the registered information for an incorporated limited\npartnership as at a stated time is (unless the contrary is proven)\nconclusive evidence that the partnership existed at that time; and\n(c) about the general partners and limited partners in an\nincorporated limited partnership as at a stated time is (unless the\ncontrary is proven) conclusive evidence of the general partners\nand limited partners as at that time; and\n(d) about any other information in the register about an incorporated\nlimited partnership as at a stated time is (unless the contrary is\nproven) conclusive evidence of that information as at that time.\n\nPowers of incorporated limited partnerships Division 6.4\n","sortOrder":64},{"sectionNumber":"63","sectionType":"section","heading":"Business Names Registration Act (Cwlth) not to apply","content":"63 Business Names Registration Act (Cwlth) not to apply\nAn incorporated limited partnership registered under this part is an\nexcluded matter for the purposes of the Business Names Registration\nAct 2011 (Cwlth), section 13 in relation to that Act and the Business\nNames Registration (Transitional and Consequential Provisions)\nAct 2011 (Cwlth).\n","sortOrder":65},{"sectionNumber":"64","sectionType":"section","heading":"Acts preparatory to registration do not create partnership","content":"64 Acts preparatory to registration do not create partnership\nAnything done in relation to the making of an application for\nregistration under this part by or on behalf of people or partnerships\n(including external partnerships) proposing to be the partners in a\nproposed incorporated limited partnership does not of itself create a\npartnership between the people or partnerships.\nDivision 6.4 Powers of incorporated limited\n","sortOrder":66},{"sectionNumber":"65","sectionType":"section","heading":"Powers of partnership","content":"65 Powers of partnership\n(1) An incorporated limited partnership has the legal capacity and powers\nof an individual and also all the powers of a corporation, including,\nfor example, power (whether within or outside the ACT or outside\nAustralia) to—\n(a) carry on the partnership’s business; and\n(b) enter into contracts or otherwise acquire rights or liabilities; and\n(c) create, confer, vary or cancel interests in the partnership; and\n(d) acquire, hold and dispose of property; and\n(e) appoint agents and attorneys, and act as agent for other people;\nand\n(f) form, and participate in the formation of, companies or\nincorporated limited partnerships; and\n\nDivision 6.4 Powers of incorporated limited partnerships\n(g) participate in partnerships (including external partnerships),\ntrusts, joint ventures, other associations and other arrangements\nfor the sharing of profits; and\n(h) do anything else it is authorised to do under this part or the\n(2) The powers of an incorporated limited partnership may be limited by\nthe partnership agreement.\n","sortOrder":67},{"sectionNumber":"66","sectionType":"section","heading":"Relationship of partners to others and between","content":"66 Relationship of partners to others and between\nthemselves\n(1) Except as otherwise provided by the partnership agreement or agreed\nbetween the partners in an incorporated limited partnership—\n(a) a general partner, the partnership, or an officer, employee, agent\nor representative of a general partner or the partnership, is not\nan agent of a limited partner, and the acts of a general partner,\nthe partnership, or the officer, employee, agent or representative,\ndo not bind a limited partner; and\n(b) a limited partner is not an agent of, or fiduciary for, a general\npartner, another limited partner or the partnership, and the acts\nof a limited partner do not bind a general partner, another limited\npartner or the partnership itself.\n(2) Subsection (1) does not prevent the making of, or limit or restrict, an\nagreement between a partner (the first person) and either another\npartner or the incorporated limited partnership (the second person)\nunder which—\n(a) the first person acts as an agent of the second person and, by\nacting as an agent, binds the second person; or\n(b) the partnership acts as an agent of a partner and, by acting as an\nagent, binds the first person.\n\n(3) Any consent or authority that under this Act is required or permitted\nto be given by a partner, 2 or more partners or all the partners may,\nfor an incorporated limited partnership and without limiting any other\nway that it might be given, be given by that partner or those partners\nunder the partnership agreement either in relation to all cases, or in\nrelation to all cases subject to stated exceptions, or in relation to any\nstated case or class of case.\n(4) Any consent or authority that under this Act is required or permitted\nto be given by an incorporated limited partnership may, without\nlimiting any other way that it might be given, be given by a general\npartner or 2 or more general partners acting in accordance with the\n(5) A limited partner, as limited partner, is not a proper party to any\nproceeding begun in a court or tribunal by or against the incorporated\nlimited partnership, other than a proceeding begun by the partnership\nagainst the limited partner or by the limited partner against the\n(6) This section is subject to section 68 (Limited partner not to take part\nin incorporated limited partnership’s management).\n(7) In subsection (1):\ngeneral partner includes, if the general partner is a partnership or an\nexternal partnership, a partner in that partnership.\nDivision 6.5 Liability and powers of limited\npartners\n","sortOrder":68},{"sectionNumber":"67","sectionType":"section","heading":"Limitation of liability of limited partners","content":"67 Limitation of liability of limited partners\n(1) A limited partner has no liability for the liabilities of the incorporated\nlimited partnership or a general partner.\n\n(2) Subsection (1), section 73 (Liability for conduct, acts or omissions\noutside the ACT) or section 74 (Incorporated limited partnerships\nformed under corresponding laws) does not prevent—\n(a) a contribution of capital or property made by a limited partner\nto the incorporated limited partnership being used in satisfaction\nof a liability of an incorporated limited partnership or a general\npartner; or\n(b) an obligation of a limited partner to contribute capital or\nproperty to the incorporated limited partnership being enforced\nby anyone to whom the obligation is owed in satisfaction of a\nliability of the partnership or a general partner.\n(3) This section is subject to section 68.\n","sortOrder":69},{"sectionNumber":"68","sectionType":"section","heading":"Limited partner not to take part in incorporated limited","content":"68 Limited partner not to take part in incorporated limited\npartnership’s management\n(1) A limited partner in an incorporated limited partnership must not take\npart in the management of the incorporated limited partnership’s\nbusiness.\n(2) Subsection (3) applies if—\n(a) as a direct result of any wrongful act or omission of a limited\npartner in an incorporated limited partnership in taking part in\nthe management of the partnership’s business, the limited\npartner causes any loss or injury to someone who is not a partner\nin the partnership (a third party); and\n(b) at the time of the act or omission the third party had reasonable\ngrounds to believe that the limited partner was a general partner\nin the partnership.\n\n(3) The limited partner is liable for the loss or injury to the same extent\nthat the limited partner would have been liable if the limited partner\nwere a general partner in the partnership.\nNote A limited partner is not an agent of the incorporated limited partnership,\nand the acts of a limited partner do not bind a general partner, another\nlimited partner or the partnership itself (see s 66 (1)).\n(4) A limited partner in an incorporated limited partnership is not to be\nregarded as taking part in the management of the partnership’s\nbusiness only because the limited partner or a person acting on behalf\nof the limited partner—\n(a) is an employee of, or an independent contractor engaged by, the\npartnership, a general partner in the partnership or an associate\nof the general partner, or is an officer of a general partner that is\na corporation or of an associate of a general partner that is a\ncorporation; or\n(b) gives advice to, or on behalf of, the partnership, a general partner\nin the partnership or an associate of a general partner in the\nproper exercise of functions arising from the engagement of the\nlimited partner, or a person acting on behalf of the limited\npartner, in a professional capacity or arising from business\ndealings between the limited partner, or a person acting on\nbehalf of the limited partner, and the partnership or a general\npartner or an associate of the general partner; or\n(c) gives a guarantee or indemnity in relation to any liability of the\npartnership, a general partner in the partnership or an associate\nof the general partner; or\n\n(d) takes any action, or participates in any action taken by any other\nlimited partner in the partnership, for the purpose of enforcing\nthe rights, or safeguarding the interests, of the limited partner as\na limited partner; or\n(e) if permitted by the partnership agreement—\n(i) calls, requisitions, convenes, chairs, participates in,\npostpones, adjourns or makes a record of a meeting of the\npartners, the limited partners or any of them; or\n(ii) requisitions, signs, or otherwise passes, approves,\ndisapproves or amends any resolution (whether or not at a\nmeeting or in writing) of the partners, the limited partners\nor any of them, including by formulating, moving,\nproposing, supporting, opposing, speaking to or voting on\nthe resolution; or\n(f) exercises a power of the limited partner under subsection (5) or\nhas, or exercises, a right to—\n(i) have access to and inspect the books or records of the\npartnership or copy any of them; or\n(ii) examine the state or prospects of the business of the\npartnership or advise, or consult with, other partners in\nrelation to them; or\n(g) gives advice to, consults with, or is or acts as an officer, director,\nsecurity holder, partner, agent, representative, employee of, or\nindependent contractor engaged by, an associate of the\n(h) is or acts as a lender to, or fiduciary for, an associate of the\n\n(i) to the extent authorised by the partnership agreement,\nparticipates on, or has or exercises any right to appoint 1 or more\npeople to, remove 1 or more people from, or to nominate 1 or\nmore people for appointment to or removal from, a committee\nthat considers, approves of, consents to or disapproves of any 1\nor more of the following proposals from a general partner:\n(i) a proposal involving a material change in the nature of the\npartnership’s business (including a change in, or departure\nfrom, any investment guidelines, policies or conditions\nrelating to the partnership’s business);\n(ii) a proposal for the adoption of a method for valuing some\nor all of the partnership’s assets (including a change to,\nreplacement of or variation from the method);\n(iii) a proposal for an extension or reduction in the period in\nwhich, under the partnership agreement, investments (or\ncertain kinds of investments) can be made by the\npartnership, or for any approval or disapproval of\ninvestments that the partnership does not otherwise have a\nright to make;\n(iv) a proposal relating to any actual or potential transaction or\nanything else involving any actual or potential conflict of\ninterest;\n(v) a proposal relating to any actual or potential transaction,\ncontract, arrangement or understanding between 1 or more\nof the partners, or their associates, and the general partner,\nthe partnership or any associate of the general partner or of\nthe partnership;\n(vi) a proposal for the delegation, waiver, release or variation\nof an authority, right, duty or obligation of the general\npartner;\n\n(vii) a proposal for the appointment or approval under the\npartnership agreement of anyone as a senior executive of\nthe general partner or an associate of the general partner;\nor\n(j) nominates, selects, investigates, evaluates or negotiates with\nanyone in relation to the removal or replacement of a general\npartner, or participates on a committee that proposes, considers,\napproves of, consents to or disapproves of any nomination,\nselection, appointment, change in control or ownership,\nsuspension, replacement or removal of a general partner or an\nassociate of a general partner; or\n(k) takes any action, or participates in any action taken by any other\nlimited partner, for the purpose of registering or maintaining the\nregistration of the partnership or a general partner in the\npartnership as a VCLP, ESVCLP or AFOF under the Venture\nCapital Act 2002 (Cwlth), part 2 (Registration of limited\npartnerships).\n(5) A limited partner in an incorporated limited partnership or a person\nauthorised by the limited partner may, if and to the extent the partner\nor person is authorised by the partnership agreement—\n(a) have access to and inspect the books or records of the\npartnership or copy any of them; and\n(b) examine the state or prospects of the business of the partnership\nand advise, or consult with, other partners in relation to them.\n(6) The operation of this section may not be varied by the partnership\nagreement or with the consent of the partners, whether given under\nthe partnership agreement or otherwise.\nNote Section 66 (4) (Relationship of partners to others and between\nthemselves) enables partners to give consent in accordance with the\n\n(7) Subsection (4) does not imply that a limited partner in an incorporated\nlimited partnership is to be regarded as taking part in the management\nof the partnership’s business only because the limited partner or a\nperson acting on behalf of the partner does any thing in relation to the\nconduct of that business that is not mentioned in that subsection.\n(8) For this section, a limited partner in an incorporated limited\npartnership that is a venture capital management partnership under\nthe Income Tax Assessment Act 1936 (Cwlth), section 94D (3)\n(Corporate limited partnerships) is not to be regarded as taking part\nin the management of the partnership’s business only because of any\nact the limited partner takes in relation to the incorporated limited\npartnership in the capacity of a partner or associate of a partner in the\nventure capital management partnership.\n","sortOrder":70},{"sectionNumber":"69","sectionType":"section","heading":"Interpretation for s 68","content":"69 Interpretation for s 68\n(1) In section 68:\nassociate—\n(a) of a general partner, includes—\n(i) if the general partner is a partnership (including an external\npartnership)—a partner in that partnership (a partner in the\ngeneral partner); and\n(ii) anyone who has an interest in the general partner or in any\npartner in the general partner, whether as security holder,\ntrustee, responsible entity, manager, custodian,\nsubcustodian, nominee, administrator, executor, legal\npersonal representative, beneficiary or otherwise; and\n(iii) anyone to whom the general partner or any partner in the\ngeneral partner has delegated any power, authority, right,\nduty or obligation of the general partner in relation to the\npartnership or any other partnership in which the general\npartner is general partner; and\n\n(iv) if the general partner, a partner in the general partner or a\nperson covered by subparagraph (ii) or (iii) is a\ncorporation—a related body corporate of that corporation;\nand\n(v) a director, officer, employee, agent, representative or\nsecurity holder of the general partner, of any partner in the\ngeneral partner or of a person covered by subparagraph (ii),\n(iii) or (iv); and\n(b) of a limited partner, includes—\n(i) if the limited partner is a partnership (including an external\npartnership)—a partner in that partnership (a partner in the\nlimited partner); and\n(ii) anyone who has an interest in the limited partner or in any\npartner in the limited partner, whether as security holder,\ntrustee, responsible entity, manager, custodian,\nsubcustodian, nominee, administrator, executor, legal\npersonal representative, beneficiary or otherwise; and\n(iii) if the limited partner, a partner in the limited partner or a\nperson covered by subparagraph (ii) is a corporation—a\nrelated body corporate of that corporation; and\n(iv) a director, officer, employee, agent, representative or\nsecurity holder of the limited partner, of any partner in the\nlimited partner or of a person covered by subparagraph (ii)\nor (iii); and\n(c) of an incorporated limited partnership, includes—\n(i) any person or partnership (including an external\npartnership) in which the incorporated limited partnership\nhas an interest, whether as security holder or otherwise;\nand\n\n(ii) if a person or partnership (including an external\npartnership) covered by subparagraph (i) is a corporation—\na related corporation of that corporation.\n(2) In section 68 and this section:\ngeneral partner, in an incorporated limited partnership, includes, if\nthe general partner is a partnership (including an external\npartnership), a partner in that partnership.\nrelated body corporate—see the Corporations Act, section 9\n(Dictionary).\nsecurities—see the Corporations Act, section 92 (3) (Securities).\nsecurity holder, in relation to a body, includes a holder of securities\nin or of the body.\n","sortOrder":71},{"sectionNumber":"70","sectionType":"section","heading":"Differences between partners","content":"70 Differences between partners\n(1) A difference arising about ordinary matters connected with an\nincorporated limited partnership’s business may be decided by a\nmajority of the general partners.\n(2) The operation of this section may be varied with the partners’ consent.\n","sortOrder":72},{"sectionNumber":"71","sectionType":"section","heading":"Change in partners","content":"71 Change in partners\n(1) A limited partner in an incorporated limited partnership may, with the\ngeneral partners’ consent and the transferee’s agreement, transfer all\nor part of the limited partner’s interest in the partnership.\n(2) If all of the limited partner’s interest in the incorporated limited\npartnership is transferred to a single transferee, the transferee\nbecomes a limited partner in substitution for the transferor with all\nthe rights and obligations of the transferor.\n\n(3) Subsection (4) applies if—\n(a) only part of the interest of the limited partner (the transferor) in\nthe incorporated limited partnership is transferred to a\ntransferee; and\n(b) the part of the interest that is transferred is (or includes) part of\nthe transferor’s legal interest in the partnership (whether or not\nthe part of the interest that is transferred also includes all or part\nof the transferor’s beneficial interest in the partnership).\n(4) If this subsection applies, the transferee becomes a limited partner in\nsubstitution for the transferor in relation to the transferred part and\nwith all the rights and obligations of the transferor in relation to that\npart.\n(5) A person may be admitted as a partner in an incorporated limited\npartnership without the consent of any limited partner.\n(6) The operation of this section may be varied with the partners’ consent.\n","sortOrder":73},{"sectionNumber":"72","sectionType":"section","heading":"Change in status of partners","content":"72 Change in status of partners\n(1) If a general partner becomes a limited partner, the partner remains\nliable for any liability of the incorporated limited partnership that\narose before the partner became a limited partner to the extent that the\npartnership cannot satisfy the liability or to the greater extent\nprovided by the partnership agreement.\n(2) If a limited partner becomes a general partner, the partner remains not\nliable (subject to section 68 (2) and (3)) for any liability of the\nincorporated limited partnership that arose before the partner became\na general partner.\nNote Section 68 (2) and (3) imposes liability in certain circumstances on a\nlimited partner who takes part in the management of the business of the\n\n","sortOrder":74},{"sectionNumber":"73","sectionType":"section","heading":"Liability for conduct, acts or omissions outside the ACT","content":"73 Liability for conduct, acts or omissions outside the ACT\nA limited partner in an incorporated limited partnership may only be\nliable for a liability incurred by the partnership because of either of\nthe following in circumstances where the limited partner would be\nliable if the conduct or acts happened in the ACT:\n(a) the conduct of the partnership’s business outside the ACT;\n(b) acts outside the ACT of a general partner, a limited partner, the\npartnership or any officer, employee or agent of a general\npartner or the partnership.\nNote Section 68 (2) and (3) imposes liability in certain circumstances on a\nlimited partner who takes part in the management of the business of the\n","sortOrder":75},{"sectionNumber":"74","sectionType":"section","heading":"Incorporated limited partnerships formed under","content":"74 Incorporated limited partnerships formed under\ncorresponding laws\n(1) A partner in a recognised incorporated limited partnership is liable\nfor a liability incurred by the partnership as a result of either of the\nfollowing, only in circumstances where the partner would be liable\nunder the corresponding law if the conduct, acts or omissions\nhappened in the place where the partnership was formed:\n(a) the conduct of the partnership’s business in the ACT;\n(b) the acts or omissions in the ACT of a partner in the partnership,\nthe partnership itself or any officer, employee, agent or\nrepresentative of the partner or partnership.\n(2) The Minister may, in writing, declare a law of a State, another\nTerritory, foreign country or another jurisdiction to be a\ncorresponding law for this part.\n\n(3) However, the Minister may declare a law of a State or another\nTerritory to be a corresponding law only if under that law a partner in\nan incorporated limited partnership formed in accordance with this\npart and registered or otherwise recognised under that law is liable for\na liability incurred by the partnership as a result of either of the\nfollowing, only in circumstances where the partner would be liable\nunder this Act if the conduct, acts or omissions happened in the ACT:\n(a) the conduct in that State or Territory of the business of the\npartnership;\n(b) the acts or omissions in that State or Territory of a partner in the\npartnership, the partnership itself or any officer, employee or\nagent of a general partner or the partnership.\n(4) Also, the Minister may declare a law of a foreign country or another\njurisdiction to be a corresponding law only if that law provides for the\nlimitation of liability of certain partners in certain partnerships.\n(5) A declaration under subsection (2) is a notifiable instrument.\n(6) This section is additional to any rule of law under which recognition\nis or may be given to a limitation of liability of a partner in a\n(7) In this section:\ncorresponding law means—\n(a) a law of a State, another Territory, foreign country or another\njurisdiction that substantially corresponds to the provisions of\nthis Act relating to incorporated limited partnerships; or\n(b) a law declared under subsection (2) to be a corresponding law\nfor this part.\nrecognised incorporated limited partnership means a partnership\nformed in accordance with a corresponding law.\n\n","sortOrder":76},{"sectionNumber":"75","sectionType":"section","heading":"Effect of s 73 and s 74","content":"75 Effect of s 73 and s 74\nSection 73 or section 74 does not imply that a limited partner has any\nliability (or apart from that section would have any liability) in\nconnection with the conduct of a partnership’s business, or acts or\nomissions outside the ACT, that the limited partner would not have\nin connection with the conduct of a partnership’s business or acts or\nomissions in the ACT.\nDivision 6.6 Winding-up of incorporated limited\npartnership\n","sortOrder":77},{"sectionNumber":"76","sectionType":"section","heading":"Meaning of assets for div 6.6","content":"76 Meaning of assets for div 6.6\nIn this division:\nassets, of an incorporated limited partnership, means the assets\nremaining after satisfaction of the partnership’s liabilities and the\ncosts, charges and expenses of the winding-up.\n","sortOrder":78},{"sectionNumber":"77","sectionType":"section","heading":"Voluntary winding-up","content":"77 Voluntary winding-up\n(1) An incorporated limited partnership may be wound up voluntarily—\n(a) if the partnership agreement sets out the terms on which the\npartnership may voluntarily be wound up—in accordance with\nthe partnership agreement; or\n(b) subject to the partnership agreement, if the limited partners\nresolve to wind up the partnership by special resolution.\n(2) On a voluntary winding-up of an incorporated limited partnership—\n(a) if the partnership agreement sets out how the assets are to be\ndealt with on a voluntary winding-up—the assets must be dealt\nwith in accordance with the partnership agreement; or\n(b) in any other case—the assets must be distributed among the\npartners in shares that are proportionate to their respective\ncontributions of capital or property to the partnership.\n\n(3) Any person aggrieved by the operation of this section in relation to\nthe assets of an incorporated limited partnership may apply to the\nSupreme Court.\n(4) On an application under subsection (3), the Supreme Court may make\nany order relating to the disposal of the assets that it considers\nappropriate.\n","sortOrder":79},{"sectionNumber":"78","sectionType":"section","heading":"Winding-up on commissioner’s certificate","content":"78 Winding-up on commissioner’s certificate\n(1) The commissioner for fair trading may, by written notice given to an\nincorporated limited partnership, require the partnership to show\ngood cause why it should not be required to be wound up if the\ncommissioner considers that—\n(a) the partnership has stopped carrying on business; or\n(b) having been incorporated on the basis that the partnership is or\nis intended to be either of the following, the partnership has\nstopped being, or has not within the period of 2 years after its\nincorporation become, either of the following:\n(i) registered as a VCLP, ESVCLP or AFOF under the\nVenture Capital Act 2002 (Cwlth), part 2 (Registration of\nlimited partnerships);\n(ii) a venture capital management partnership under the\nIncome Tax Assessment Act 1936 (Cwlth), section 94D (3)\n(Corporate limited partnerships); or\n(c) none of the partners is a limited partner; or\n(d) incorporation of the partnership has been obtained by mistake or\nfraud; or\n(e) the partnership exists for an illegal purpose.\n\n(2) If, at least 28 days after the day the notice is given under\nsubsection (1), the commissioner for fair trading is satisfied that the\nincorporated limited partnership should be required to be wound up,\nthe commissioner may issue a certificate that the incorporated limited\npartnership be wound up.\n(3) The certificate is a notifiable instrument.\n(4) The commissioner for fair trading must give written notice of the\nissue of the certificate to the incorporated limited partnership as soon\nas possible after the issue.\n(5) The commissioner for fair trading must record in the register that the\nnotice has been given as soon as possible after it is given.\n(6) The commissioner for fair trading may issue a certificate under\nsubsection (2) only if satisfied that good cause has not been shown\nwhy the incorporated limited partnership should not be required to be\nwound up.\n(7) A notice under subsection (1) or (4) must be given to the incorporated\nlimited partnership—\n(a) by being served on the incorporated limited partnership at its\nregistered office; or\n(b) if service cannot reasonably be made in accordance with\nparagraph (a)—by giving public notice.\n","sortOrder":80},{"sectionNumber":"79","sectionType":"section","heading":"Review of certificate","content":"79 Review of certificate\n(1) A person whose interests are affected by a decision of the\ncommissioner for fair trading to issue a certificate under\nsection 78 (2) may apply to the Supreme Court for review of the\ndecision.\n(2) An application under subsection (1) must be made within 28 days\nafter the day the certificate is notified.\n\n(3) The operation of the certificate is suspended until the application is\nwithdrawn or the review is decided.\n(4) In deciding an application for review, the Supreme Court may—\n(a) confirm the decision under review; or\n(b) set aside the decision under review and cancel the certificate.\n(5) This section does not prevent the commissioner for fair trading\ncancelling a certificate under section 78 (2) at any time after an\napplication is made under subsection (1).\n","sortOrder":81},{"sectionNumber":"80","sectionType":"section","heading":"Procedure for winding-up on certificate","content":"80 Procedure for winding-up on certificate\n(1) This section applies if a certificate is issued under section 78 (2) in\nrelation to an incorporated limited partnership.\n(2) The winding-up of the incorporated limited partnership—\n(a) must be begun—\n(i) within 28 days after the day the certificate is notified,\nunless an application is made under section 79 (1); or\n(ii) if an application is made under section 79 (1) and the\nSupreme Court confirms the decision to issue the\ncertificate—within 28 days after the day the application is\ndecided; and\n(b) must be finished by the day stated by the commissioner in a\nwritten notice given to the partnership, that is a day at least\n60 days after the day the notice is given.\n(3) At the beginning of the winding-up, the commissioner for fair trading\nmay appoint a person to be the liquidator of the incorporated limited\n(4) The liquidator may be a general partner in the incorporated limited\npartnership and need not be a registered liquidator under the\nCorporations Act.\n\n(5) Within 10 days after the day the liquidator is appointed, the liquidator\nmust give public notice of the liquidator’s appointment.\n(6) The liquidator must give the security that is prescribed under the\nregulations (if any), and is entitled to receive the fees set by the\ncommissioner for fair trading.\n(7) If the position of liquidator is vacant, the commissioner for fair\ntrading must appoint a person to fill the position.\n(8) The reasonable costs of the winding-up are payable out of the\nproperty of the incorporated limited partnership.\n","sortOrder":82},{"sectionNumber":"81","sectionType":"section","heading":"Distribution of assets on winding-up required on","content":"81 Distribution of assets on winding-up required on\ncommissioner’s certificate\n(1) On the winding-up of an incorporated limited partnership under\nsection 80—\n(a) if the partnership agreement sets out how the assets are to be\ndealt with on the winding-up—the assets must be dealt with in\naccordance with the partnership agreement; or\n(b) in any other case—the assets must be distributed among the\npartners in shares that are proportionate to their respective\ncontributions of capital or property to the partnership.\n(2) A person aggrieved by the operation of this section in relation to the\nassets of an incorporated limited partnership may apply to the\nSupreme Court.\n(3) On an application under subsection (2), the Supreme Court may make\nany order relating to the disposal of the assets that it considers\nappropriate.\n\n","sortOrder":83},{"sectionNumber":"82","sectionType":"section","heading":"Displacement and application of Corporations legislation","content":"82 Displacement and application of Corporations legislation\netc\n(1) The winding-up of an incorporated limited partnership is declared to\nbe an excluded matter for the purposes of the Corporations Act,\nsection 5F in relation to the Corporations Act, part 5.7 (Winding up\nbodies other than companies).\nNote The Corporations Act, s 5F provides that if a State or Territory law\ndeclares a matter to be an excluded matter for the purposes of that section\nin relation to all or part of the Corporations legislation of the\nCommonwealth, the provisions that are the subject of the declaration will\nnot apply in relation to that matter in the State or Territory that made the\ndeclaration.\n(2) The Corporations Act, part 5.7 applies to an incorporated limited\npartnership as if the partnership were a Part 5.7 body, subject to the\nfollowing changes:\n(a) as if the words ‘or in the public interest’ were inserted in\nsection 583 (c) (ii) after the words ‘just and equitable’;\n(b) as if section 583 (d) did not form part of that section;\n(c) any other necessary changes;\n(c) any other changes prescribed under the regulations.\n(3) The Australian Securities and Investments Commission may exercise\na function given to it under part 5.7 as changed under subsection (2)—\n(a) under an agreement or arrangement of the kind mentioned in the\nAustralian Securities and Investments Commission Act 2001\n(Cwlth), section 11 (8) or (9A) (b); and\n(b) the commission is authorised to exercise that function under that\nAct, section 11.\n\n(4) Unless a function under part 5.7 as changed under subsection (2) is\ngiven to the Australian Securities and Investments Commission as\nmentioned in subsection (3), that part applies as if a reference in it to\nthe commission were a reference to the commissioner for fair trading.\n(5) In this section:\n","sortOrder":84},{"sectionNumber":"Part 5","sectionType":"part","heading":"7 body—see the Corporations Act, section 9.","content":"Part 5.7 body—see the Corporations Act, section 9.\n","sortOrder":85},{"sectionNumber":"83","sectionType":"section","heading":"Commissioner to be told about winding-up","content":"83 Commissioner to be told about winding-up\n(1) An incorporated limited partnership must give the commissioner for\nfair trading written notice of the beginning of the winding-up of the\npartnership within 7 days after—\n(a) the day a special resolution mentioned in section 77 (1) (b)\n(Voluntary winding-up) is passed; or\n(b) in any other case—the day the winding-up begins.\n(2) An incorporated limited partnership must give the commissioner for\nfair trading written notice of the finish of the winding-up of the\npartnership within 7 days after the day the winding-up is finished,\nstating the date when the winding-up was finished.\n(3) The commissioner for fair trading must, as soon as practicable after\nreceiving a notice under subsection (1) or (2), record the receipt of\nthe notice in the register.\n(4) Each general partner in the incorporated limited partnership commits\nan offence if subsection (1) or (2) is not complied with.\n(5) It is a defence to a prosecution for an offence for failing to comply\nwith subsection (4) if the general partner proves that—\n\n(6) An offence against subsection (4) is a strict liability offence.\n","sortOrder":86},{"sectionNumber":"84","sectionType":"section","heading":"Cancellation of incorporation","content":"84 Cancellation of incorporation\n(1) The commissioner for fair trading must, by written notice, cancel the\nincorporation of an incorporated limited partnership as soon as\npracticable after the partnership is wound up.\n(2) The notice is a notifiable instrument.\n(3) The commissioner for fair trading must, as soon as practicable after\nthe notice is notified, record the cancellation of the incorporation in\nthe register.\n(4) An incorporated limited partnership ceases to exist on the\ncancellation of its incorporation under this part.\n","sortOrder":87},{"sectionNumber":"85","sectionType":"section","heading":"Execution of documents","content":"85 Execution of documents\n(1) An incorporated limited partnership may execute a document\n(including a deed)—\n(a) without using a common seal (whether it has one or not) if the\ndocument is signed by a general partner; or\n(b) as a deed if the document is expressed to be executed as a deed\nand is executed with the use of a common seal or in accordance\nwith paragraph (a).\n(2) This section does not limit the ways in which an incorporated limited\npartnership may execute a document (including a deed).\n","sortOrder":88},{"sectionNumber":"86","sectionType":"section","heading":"Entitlement to make assumptions","content":"86 Entitlement to make assumptions\n(1) A person is entitled to make the assumptions in section 87 in relation\nto dealings with an incorporated limited partnership.\n\n(2) The incorporated limited partnership is not entitled to assert in a\nproceeding in relation to the dealings that any of the assumptions are\nincorrect.\n(3) A person is entitled to make the assumptions in section 87 in relation\nto dealings with someone else who has, or purports to have, directly\nor indirectly acquired title to property from an incorporated limited\n(4) The incorporated limited partnership and the other person are not\nentitled to assert in a proceeding in relation to the dealings that any of\nthe assumptions are incorrect.\n(5) The assumptions may be made even if a partner or agent of the\nincorporated limited partnership acts fraudulently, or forges a\ndocument, in relation to the dealings.\n(6) A person is not entitled to make an assumption in section 87 if, at the\ntime of the dealings, the person knew or suspected that the assumption\nwas incorrect.\n","sortOrder":89},{"sectionNumber":"87","sectionType":"section","heading":"Assumptions that may be made under s 86","content":"87 Assumptions that may be made under s 86\n(1) A person may assume that the partnership agreement of the\nincorporated limited partnership has been complied with.\n(2) A person may assume that anyone who appears, from information\nprovided by the incorporated limited partnership that is available to\nthe public from the register, to be a general partner in the incorporated\nlimited partnership—\n(a) is a general partner in the incorporated limited partnership; and\n(b) has authority to exercise the functions usually exercised by a\ngeneral partner in an incorporated limited partnership.\n\n(3) A person may assume that anyone who is held out by the incorporated\nlimited partnership to be a general partner in, or an agent of, the\nincorporated limited partnership—\n(a) is a general partner in the incorporated limited partnership, or\nhas been properly appointed as an agent of the incorporated\nlimited partnership; and\n(b) has authority to exercise the functions usually exercised by a\ngeneral partner in, or agent of, an incorporated limited\n(4) A person may assume that the general partners in, and agents of, the\nincorporated limited partnership properly exercise their functions in\nrelation to the incorporated limited partnership.\n(5) A person may assume that a document has been properly executed by\nthe incorporated limited partnership if the document appears to have\nbeen signed in accordance with section 85 (Execution of documents).\n(6) A person may assume that a document has been properly executed by\nthe incorporated limited partnership if the incorporated limited\npartnership’s common seal appears to have been properly attached to\nthe document.\n(7) A person may assume that a general partner in, or agent of, the\nincorporated limited partnership who has authority to issue a\ndocument or certified copy of a document on its behalf also has\nauthority to warrant that the document is genuine or is a true copy.\n(8) Without limiting the generality of this section, the assumptions that\nmay be made under this section apply for this section.\n\n","sortOrder":90},{"sectionNumber":"88","sectionType":"section","heading":"Identification of incorporated limited partnerships","content":"88 Identification of incorporated limited partnerships\n(1) Any document issued on behalf of an incorporated limited partnership\nin relation to the conduct of the partnership’s business must contain\nin legible letters the term ‘An Incorporated Limited Partnership’ (or\n‘L.P.’ or ‘LP’ as an abbreviation) at the end of the partnership’s firm\nname as recorded in the register.\n(2) A person commits an offence if the person issues or authorises the\nissue of a document that does not comply with subsection (1).\nMaximum penalty: 20 penalty units.\n(3) A person commits an offence if—\n(a) the person is a general partner in an incorporated limited\npartnership; and\n(b) a document that does not comply with subsection (1) is issued\non behalf of the partnership; and\n(c) at the time the document is issued, the person knows the\ndocument does not comply with subsection (1).\nMaximum penalty: 50 penalty units.\n(4) An offence against subsection (2) is a strict liability offence.\n(5) Strict liability applies to subsection (3) (a) and (b).\n(6) In this section:\ndocument includes any letter, notice, publication, written offer,\ncontract, order for goods or services, invoice, bill of exchange,\npromissory note, cheque, other negotiable instrument, endorsement,\nletter of credit, receipt and statement of account.\n\n","sortOrder":91},{"sectionNumber":"89","sectionType":"section","heading":"Display of certificate of registration","content":"89 Display of certificate of registration\n(1) The certificate of registration of an incorporated limited partnership\nmust be displayed at all times in a conspicuous position at the\nregistered office of the partnership.\n(2) Each general partner of an incorporated limited partnership commits\nan offence if the certificate of registration of the partnership is not\ndisplayed in accordance with subsection (1).\nMaximum penalty: 20 penalty units.\n(3) It is a defence to a prosecution for an offence for failing to comply\nwith subsection (2) if the general partner proves that—\n(4) An offence against subsection (2) is a strict liability offence.\n","sortOrder":92},{"sectionNumber":"90","sectionType":"section","heading":"Registered office","content":"90 Registered office\n(1) An incorporated limited partnership must keep in the ACT (at the\nplace shown in the register as the address of the registered office of\nthe partnership) an office to which all communications with the\npartnership may be addressed.\n(2) The regulations may prescribe the hours when the registered office\nmust be open to the public.\n(3) Each general partner in the incorporated limited partnership commits\nan offence if subsection (1) is not complied with.\n(4) It is a defence to a prosecution for an offence for failing to comply\nwith subsection (3) if the general partner proves that—\n\n(5) An offence against subsection (3) is a strict liability offence.\n","sortOrder":93},{"sectionNumber":"91","sectionType":"section","heading":"Certain documents to be given to commissioner","content":"91 Certain documents to be given to commissioner\n(1) An incorporated limited partnership that was incorporated on the\nbasis that it intended to apply for registration of the partnership as a\nVCLP, ESVCLP or AFOF under the Venture Capital Act 2002\n(Cwlth), part 2 (Registration of limited partnerships) must, within\n1 month after being registered, give the commissioner for fair trading\na copy of a document proving its status as a VCLP, ESVCLP or\nAFOF.\n(2) An incorporated limited partnership that was incorporated on the\nbasis that it intended to meet the requirements for recognition as a\nventure capital management partnership under the Income Tax\nAssessment Act 1936 (Cwlth), section 94D (3) (Corporate limited\npartnerships) must, within 1 month after becoming that venture\ncapital management partnership, give the commissioner for fair\ntrading a statement that it is that venture capital management\n(3) Subsection (4) applies if—\n(a) the registration of an incorporated limited partnership as a\nVCLP, ESVCLP or AFOF under the Venture Capital Act 2002\n(Cwlth), part 2 is revoked; or\n(b) an incorporated limited partnership ceases to be a venture capital\nAct 1936 (Cwlth), section 94D (3).\n(4) The incorporated limited partnership must, within 7 days after the day\nthe revocation took effect or it ceased to be that venture capital\nmanagement partnership, give the commissioner for fair trading\nwritten notice of the revocation or cessation, stating the date it took\neffect.\n\n(5) If an incorporated limited partnership ceases to carry on business, the\nincorporated limited partnership must, as soon as practicable, give the\ncommissioner for fair trading written notice of the cessation, stating\nthe date it took effect.\n(6) A notice under this section must contain the information required by\nthe regulations.\n(7) Each general partner in the incorporated limited partnership commits\nan offence if subsection (1), (2), (4) or (5) is not complied with.\n(8) It is a defence to a prosecution for an offence for failing to comply\nwith subsection (7) if the general partner proves that—\n(9) An offence against subsection (7) is a strict liability offence.\n","sortOrder":94},{"sectionNumber":"92","sectionType":"section","heading":"Service on incorporated limited partnership","content":"92 Service on incorporated limited partnership\n(1) A document concerning the business of an incorporated limited\npartnership may be served on the partnership if it is left at, or sent by\npost addressed to, the partnership’s registered office shown in the\nregister.\nNote For how documents may be served, see Legislation Act, pt 19.5.\n(2) This section—\n(a) does not affect any other way of serving a document on an\nincorporated limited partnership; and\n(b) does not apply to a document relating to a proceeding before a\ncourt.\n\n","sortOrder":95},{"sectionNumber":"93","sectionType":"section","heading":"Entry in register constitutes notice","content":"93 Entry in register constitutes notice\nAn entry in the register of information about an incorporated limited\npartnership, including an entry stating the effect of any notice\nreceived by the commissioner for fair trading, is sufficient notice of\nthe information, or of the effect of the notice, to all people who deal\nwith the partnership.\n","sortOrder":96},{"sectionNumber":"94","sectionType":"section","heading":"Duty to give information","content":"94 Duty to give information\n(1) For monitoring compliance with this part, the commissioner for fair\ntrading may, by written notice given to an incorporated limited\npartnership, require the partnership to give the commissioner the\ninformation mentioned in the notice.\n(2) The information must be given within the period stated in the notice\n(that is at least 28 days after the day the notice is given to the\nincorporated limited partnership) or any additional period allowed by\nthe commissioner.\n(3) Each general partner in the incorporated limited partnership commits\nan offence if subsection (2) is not complied with.\nMaximum penalty: 50 penalty units.\n(4) It is a defence to a prosecution for an offence for failing to comply\nwith subsection (3) if the general partner proves that—\n\n(5) It is also a defence to a prosecution for an offence against\nsubsection (3) if the defendant proves that it was not within the power\nof the incorporated limited partnership to give the information to the\ncommissioner for fair trading.\nNote The Legislation Act, s 170 and s 171 deal with the application of the\nprivilege against self-incrimination and client legal privilege.\n(6) An offence against subsection (3) is a strict liability offence.\n","sortOrder":97},{"sectionNumber":"95","sectionType":"section","heading":"Secrecy","content":"95 Secrecy\n(1) In this section:\ncourt includes a tribunal or other entity with power to require the\nproduction of documents or the answering of questions.\nperson to whom this section applies means—\n(a) the commissioner for fair trading; or\n(b) anyone else employed or engaged in the administration of this\npart.\nproduce includes allow access to.\nprotected information means information obtained under this part by\na person to whom this section applies because of the exercise of a\nfunction under this part.\n(2) A person commits an offence if—\n(a) the person is a person to whom this section applies; and\n(b) the person—\n(i) makes a record of protected information; or\n(ii) directly or indirectly, divulges or communicates protected\ninformation to someone else; and\n\n(c) the record is not made, or the information is not divulged or\ncommunicated, in relation to the exercise of a function, as a\nperson to whom this section applies, under this Act or another\nterritory law.\nMaximum penalty: 50 penalty units, imprisonment for 6 months or\nboth.\n(3) Subsection (2) does not prevent a person to whom this section applies\nfrom divulging or communicating protected information—\n(a) with the consent of the person from whom the information was\nobtained; or\n(b) to a law enforcement authority.\n(4) A person to whom this section applies need not divulge or\ncommunicate protected information to a court, or produce a document\ncontaining protected information to a court, unless it is necessary to\ndo so for this Act or another territory law.\n","sortOrder":98},{"sectionNumber":"96","sectionType":"section","heading":"Offences by partnerships","content":"96 Offences by partnerships\nIf this part provides that a general partner in an incorporated limited\npartnership commits an offence, and the general partner is a\npartnership (whether or not an external partnership), the reference to\nthe general partner is a reference to—\n(a) each partner in the partnership (or external partnership); or\n(b) if the partnership (or external partnership) is a partnership in\nwhich any partner has under the law of the place where it is\nformed limited liability for the liabilities of the partnership—\neach partner in the partnership whose liability is not limited.\n\n","sortOrder":99},{"sectionNumber":"97","sectionType":"section","heading":"Delegation by commissioner","content":"97 Delegation by commissioner\nThe commissioner for fair trading may delegate the commissioner’s\nfunctions under this part to a public servant.\nNote For the making of delegations and the exercise of delegated functions,\nsee Legislation Act, pt 19.4.\n","sortOrder":100},{"sectionNumber":"98","sectionType":"section","heading":"Relationship with Corporations legislation","content":"98 Relationship with Corporations legislation\nThe regulations may declare a matter that is dealt with by this Act to\nbe an excluded matter for the Corporations Act, section 5F\n(Corporations legislation does not apply to matters declared by State\nor Territory law to be an excluded matter) in relation to—\n(a) the whole of the Corporations legislation to which the\nCorporations Act, part 1.1A (Interaction between Corporations\nLegislation and State and Territory laws) applies; or\n(b) a stated provision of that legislation; or\n(c) that legislation other than a stated provision; or\n(d) that legislation otherwise than to a stated extent.\nNote Section 5F of the Corporations Act provides that if a State or Territory\nlaw declares a matter to be an excluded matter for the purposes of that\nsection in relation to all or part of the Corporations legislation of the\nCommonwealth, then the provisions that are the subject of the declaration\nwill not apply in relation to that matter in the State or Territory that made\nthe declaration.\n\nMiscellaneous Part 7\n","sortOrder":101},{"sectionNumber":"99","sectionType":"section","heading":"Determination of fees","content":"99 Determination of fees\n(1) The Minister may, in writing, determine fees for this Act.\n(2) A determination is a disallowable instrument.\n","sortOrder":102},{"sectionNumber":"100","sectionType":"section","heading":"Approved forms","content":"100 Approved forms\n(1) The commissioner for fair trading may, in writing, approve forms for\nthis Act.\n(2) If the commissioner approves a form for a particular purpose, the\napproved form must be used for that purpose.\n(3) An approved form is a notifiable instrument.\n","sortOrder":103},{"sectionNumber":"101","sectionType":"section","heading":"Regulation-making power","content":"101 Regulation-making power\n(1) The Executive may make regulations for this Act.\n(2) A regulation may deal with the following:\n(a) the keeping of records by an incorporated limited partnership;\n(b) information or copies of records or documents required to be\ngiven to the commissioner for fair trading by an incorporated\nlimited partnership.\n(3) A regulation may exempt, or provide for the exemption of, any\nperson, matter or thing from this Act.\n(4) A regulation may make provision about a matter by applying,\nadopting or incorporating (with or without change) a standard, or a\nprovision of a standard, as in force from time to time.\n(5) The Legislation Act, section 47 (6) does not apply in relation to an\nAustralian Standard, or an Australian/New Zealand Standard,\napplied, adopted or incorporated under a regulation.\n\n(6) A regulation may prescribe—\n(a) offences for contraventions of a regulation; and\n(b) maximum penalties of not more than 10 penalty units for\noffences against a regulation.\n\n(see s 2)\nNote 1 The Legislation Act contains definitions and other provisions relevant to\nthis Act.\nNote 2 For example, the Legislation Act, dict, pt 1, defines the following terms:\n• ACT\n• commissioner for fair trading\n• exercise\n• function\n• notifiable instrument\n• property\n• public servant\n• registrar-general\n• territory law\n• under.\nassets, for division 6.6 (Winding-up of incorporated limited\npartnership)—see section 76.\nbusiness includes a trade, occupation or profession.\nexternal partnership—see section 51.\nfirm means—\n(a) for a partnership other than an incorporated limited\npartnership—the collective name for the people who have\nentered the partnership with one another; and\n(b) for an incorporated limited partnership—the partnership as a\nseparate legal entity and not the partners in the partnership.\nfirm name—\n(a) for a firm other than an incorporated limited partnership—\nmeans the name under which the firm’s business is carried on;\nand\n\n(b) for an incorporated limited partnership—see section 51; and\n(c) for an external partnership—see section 51.\ngeneral partner—see section 51.\nincorporated limited partnership—see section 51.\nliability, for part 6 (Incorporated limited partnerships)—see\nsection 51.\nlimited partner, for part 6 (Incorporated limited partnerships)—see\nsection 51.\npartner, for an incorporated limited partnership—see section 51.\npartnership—see section 6.\npartnership property—\n(a) of a firm other than an incorporated limited partnership—see\nsection 24; and\n(b) of an incorporated limited partnership—see section 24A.\nregister, for part 6 (Incorporated limited partnerships)—see\nsection 60.\nregistered information, for part 6 (Incorporated limited\npartnerships)—see section 59 (4) (Registration of incorporated\nlimited partnership).\nspecial resolution, for part 6 (Incorporated limited partnerships)—\nsee section 51.\n\nAbout the endnotes 1\n1 About the endnotes\nAmending and modifying laws are annotated in the legislation history and the\namendment history. Current modifications are not included in the republished law\nbut are set out in the endnotes.\nNot all editorial amendments made under the Legislation Act 2001, part 11.3 are\nannotated in the amendment history. Full details of any amendments can be\nobtained from the Parliamentary Counsel’s Office.\nUncommenced amending laws are not included in the republished law. The details\nof these laws are underlined in the legislation history. Uncommenced expiries are\nunderlined in the legislation history and amendment history.\nIf all the provisions of the law have been renumbered, a table of renumbered\nprovisions gives details of previous and current numbering.\nThe endnotes also include a table of earlier republications.\n2 Abbreviation key\nA = Act NI = Notifiable instrument\nAF = Approved form o = order\nam = amended om = omitted/repealed\namdt = amendment ord = ordinance\nAR = Assembly resolution orig = original\nch = chapter par = paragraph/subparagraph\nCN = Commencement notice pres = present\ndef = definition prev = previous\nDI = Disallowable instrument (prev...) = previously\ndict = dictionary pt = part\ndisallowed = disallowed by the Legislative r = rule/subrule\nAssembly reloc = relocated\ndiv = division renum = renumbered\nexp = expires/expired R[X] = Republication No\nGaz = gazette RI = reissue\nhdg = heading s = section/subsection\nIA = Interpretation Act 1967 sch = schedule\nins = inserted/added sdiv = subdivision\nLA = Legislation Act 2001 SL = Subordinate law\nLR = legislation register sub = substituted\nLRA = Legislation (Republication) Act 1996 underlining = whole or part not commenced\nmod = modified/modification or to be expired\n\nThis Act was originally a Commonwealth ordinance—the Partnership Ordinance\n","sortOrder":104},{"sectionNumber":"1963","sectionType":"section","heading":"No 5 (Cwlth).","content":"1963 No 5 (Cwlth).\nThe Australian Capital Territory (Self-Government) Act 1988 (Cwlth), s 34 (4)\nconverted most former Commonwealth ordinances in force in the ACT into ACT\nenactments. This allowed the ACT Legislative Assembly to amend and repeal the\nlaws. This Act was converted into an ACT enactment on 11 May 1989 (self-\ngovernment day).\nAs with most ordinances in force in the ACT, the name was changed from\nOrdinance to Act by the Self-Government (Citation of Laws) Act 1989 A1989-21, s\n5 on 11 May 1989 (self-government day).\nBefore 11 May 1989, ordinances commenced on their notification day unless\notherwise stated (see Seat of Government (Administration) Act 1910 (Cwlth), s 12).\nLegislation before self-government\nPartnership Act 1963 A1963-5\nnotified 4 April 1963\ncommenced 4 April 1963\nOrdinances Revision (Decimal Currency) Ordinance 1966 Ord1966-19\nnotified 23 December 1966\ncommenced 23 December 1966\nOrdinances Revision Ordinance 1977 Ord1977-65\nnotified 22 December 1977\ncommenced 23 December 1977\nLegislation after self-government\nJustice and Community Safety Amendment Act 2001 A2001-9 sch 1\nnotified 8 March 2001 (Gaz 2001 No 10)\ncommenced 8 March 2001 (s 2)\nLegislation (Consequential Amendments) Act 2001 A2001-44 pt 275\nnotified 26 July 2001 (Gaz 2001 No 30)\ns 1, s 2 commenced 26 July 2001 (IA s 10B)\npt 275 commenced 12 September 2001 (s 2 and see Gaz 2001\nNo S65)\n\nLegislation history 3\nPartnership (Venture Capital Funds) Amendment Act 2004 A2004-62\nnotified LR 2 September 2004\ns 1, s 2 commenced 2 September 2004 (LA s 75 (1))\nremainder commenced 22 November 2004 (s 2 and CN2004-27)\nJustice and Community Safety Legislation Amendment Act 2005\n(No 3) A2005-43 sch 1 pt 1.8\nnotified LR 30 August 2005\ns 1, s 2 commenced 30 August 2005 (LA s 75 (1))\nsch 1 pt 1.8 commenced 1 October 2005 (s 2 (3) and CN2005-18)\nJustice and Community Safety Legislation Amendment Act 2006\nA2006-40 sch 2 pt 2.26\nnotified LR 28 September 2006\ns 1, s 2 commenced 28 September 2006 (LA s 75 (1))\nsch 2 pt 2.26 commenced 29 September 2006 (s 2 (1))\nJustice and Community Safety Legislation Amendment Act 2008\n(No 2) A2008-22 sch 1 pt 1.8\nnotified LR 8 July 2008\ns 1, s 2 commenced 8 July 2008 (LA s 75 (1))\nsch 1 pt 1.8 commenced 29 July 2008 (s 2)\nStatute Law Amendment Act 2009 A2009-20 sch 3 pt 3.56\nnotified LR 1 September 2009\ns 1, s 2 commenced 1 September 2009 (LA s 75 (1))\nsch 3 pt 3.56 commenced 22 September 2009 (s 2)\nEvidence (Consequential Amendments) Act 2011 A2011-48 sch 1\npt 1.29\nnotified LR 22 November 2011\ns 1, s 2 commenced 22 November 2011 (LA s 75 (1))\nsch 1 pt 1.29 commenced 1 March 2012 (s 2 (1) and see Evidence\nAct 2011 A2011-12, s 2 and CN2012-4)\n\nBusiness Names Registration (Transition to Commonwealth)\nAct 2012 A2012-2 sch 2 pt 2.5\nnotified LR 28 February 2012\ns 1, s 2 commenced 28 February 2012 (LA s 75 (1))\nsch 2 pt 2.5 commenced 28 May 2012 (s 2 (2))\nRed Tape Reduction Legislation Amendment Act 2015 A2015-33\nsch 1 pt 1.49\nnotified LR 30 September 2015\ns 1, s 2 commenced 30 September 2015 (LA s 75 (1))\nsch 1 pt 1.49 commenced 14 October 2015 (s 2)\nStatute Law Amendment Act 2025 A2025-29 sch 3 pt 3.65, sch 4\npt 4.133\nnotified LR 6 November 2025\ns 1, s 2 commenced 6 November 2025 (LA s 75 (1))\nsch 3 pt 3.65, sch 4 pt 4.133 commenced 26 November 2025 (s 2 (3),\n(9))\n\nName of Act\ns 1 sub A2001-9 amdt 1.19\ns 2 om Ord1977-65\nins A2001-9 amdt 1.19\nsub A2004-62 s 4\nNotes\ns 3 om A2001-9 amdt 1.19\nins A2004-62 s 4\nOffences against Act—application of Criminal Code etc\ns 4 om A2001-9 amdt 1.19\nins A2004-62 s 4\nApplication of certain laws and rules of equity\ns 5 sub A2004-62 s 5\nMeaning of partnership\ns 6 sub A2004-62 s 6\nRules for determining existence of partnership\ns 7 am A2004-62 s 7; A2005-43 amdt 1.16\nFirms and firm names\ns 8 om A2004-62 s 8\nPower of certain partners to bind firm\ns 9 sub A2004-62 s 9\nPartners bound by acts on behalf of firm\ns 10 sub A2004-62 s 9\nPartner using credit of firm for private purpose\ns 11 sub A2004-62 s 9\nEffect of notice that firm will not be bound by acts of partner\ns 12 sub A2004-62 s 9\nLiability of partner\ns 13 sub A2004-62 s 9\nLiability of firm not incorporated limited partnership for wrongs\ns 14 hdg sub A2004-62 s 10\ns 14 sub A2001-9 amdt 1.20\nam A2004-62 ss 11-13; A2025-29 amdt 3.218\nLiability of incorporated limited partnership for wrongs\ns 14A ins A2004-62 s 14\nam A2025-29 amdt 3.218\n\nMisapplication of money or property received for, or in custody of, firm\ns 15 sub A2004-62 s 15\nLiability for wrongs joint and several\ns 16 sub A2004-62 s 15\nImproper use of trust property for partnership other than incorporated\nlimited partnership\ns 17 sub A2004-62 s 15\nImproper use of trust property for incorporated limited partnership\ns 17A ins A2004-62 s 15\nPeople liable by holding out\ns 18 sub A2004-62 s 15\nam A2025-29 amdt 3.219\nAdmissions and representations of partners\ns 19 sub A2004-62 s 15\nNotice to acting partners is notice to firm\ns 20 sub A2004-62 s 15\nLiabilities of incoming and outgoing partners\ns 21 sub A2004-62 s 15\nRevocation of continuing guarantee by change of firm\ns 22 am A2004-62 s 16, s 17\nPartnership property of firms other than incorporated limited partnerships\ns 24 hdg sub A2004-62 s 18\ns 24 am A2004-62 s 19\nPartnership property of incorporated limited partnership\ns 24A ins A2004-62 s 20\nLand bought by co-owners out of profits from land—other than incorporated\ns 25 hdg sub A2004-62 s 21\ns 25 am A2004-62 s 22, s 23\nConversion into personalty of land held by firm\ns 27 am A2004-62 s 24, s 25\nProcedure against partnership property for partner’s separate judgment debt\ns 28 am A2001-9 amdt 1.21; A2004-62 s 26\nom A2006-40 amdt 2.168\nRules about interests and duties of partners other than in incorporated\nlimited partnership\ns 29 hdg sub A2004-62 s 27\ns 29 am Ord1966-19; A2004-62 s 28\n\nRetirement from partnership at will\ns 31 am A2004-62 s 29, s 30\nPartnership for term continued over\ns 32 am A2004-62 s 31\nDuty of partner to give accounts\ns 33 sub A2004-62 s 32\nAccountability of partners for private profits\ns 34 am A2004-62 s 33\nDuty of partner not to compete with firm\ns 35 am A2004-62 s 34, s 35\nRights of assignee of share in partnership\ns 36 am A2004-62 s 36\nApplication of pt 5\ns 36A ins A2004-62 s 37\nDissolution of partnership by death, bankruptcy, charge etc\ns 38 sub A2005-43 amdt 1.17\nDissolution by Supreme Court\ns 40 hdg am A2001-9 amdt 1.22\ns 40 am A2001-9 amdts 1.23, 1.24; A2025-29 amdt 3.219\nRights of persons dealing with firm against apparent members of firm\ns 41 am A2005-43 amdt 1.18; A2025-29 amdt 3.220\nRight of partners to notify dissolution\ns 42 sub A2015-33 amdt 1.159\nPublic notice of dissolution or change\ns 43 am A2001-44 amdt 1.3098; A2009-20 amdt 3.147\nsub A2015-33 amdt 1.159\nContinuing authority of partners for winding-up\ns 44 sub A2005-43 amdt 1.19\nam A2025-29 amdt 3.220\nRights of partners to application of partnership property\ns 45 am A2001-9 amdt 1.25; A2025-29 amdt 3.220\nApportionment of premium when partnership prematurely dissolved\ns 46 am A2001-9 amdt 1.26\nRight of outgoing partner in certain cases to share profits made after\ndissolution\ns 48 am Ord1966-19; A2001-9 amdt 1.27; A2025-29 amdt 3.220\nIncorporated limited partnerships\npt 6 hdg ins A2004-62 s 38\n\nPreliminary\ndiv 6.1 hdg ins A2004-62 s 38\nDefinitions for pt 6\ns 51 ins A2004-62 s 38\ndef external partnership ins A2004-62 s 38\ndef firm name ins A2004-62 s 38\ndef general partner ins A2004-62 s 38\ndef incorporated limited partnership ins A2004-62 s 38\ndef liability ins A2004-62 s 38\ndef limited partner ins A2004-62 s 38\ndef partner ins A2004-62 s 38\ndef register ins A2004-62 s 38\ndef registered information ins A2004-62 s 38\ndef special resolution ins A2004-62 s 38\nApplication of other provisions of this Act\ns 52 ins A2004-62 s 38\nNature and formation of incorporated limited partnerships\ndiv 6.2 hdg ins A2004-62 s 38\nIncorporated limited partnership formed on registration\ns 53 ins A2004-62 s 38\nIncorporated limited partnership is separate legal entity\ns 54 ins A2004-62 s 38\nPartners in incorporated limited partnership\ns 55 ins A2004-62 s 38\nPartnership agreement\ns 56 ins A2004-62 s 38\nRegistration of incorporated limited partnerships\ndiv 6.3 hdg ins A2004-62 s 38\nWho may apply for registration\ns 57 ins A2004-62 s 38\nam A2008-22 amdt 1.39, amdt 1.40\nApplication for registration\ns 58 ins A2004-62 s 38\nam A2008-22 amdt 1.41, amdt 1.42; A2025-29 amdt 4.134\nRegistration of incorporated limited partnership\ns 59 ins A2004-62 s 38\nam A2012-2 amdt 2.7; ss renum R9 LA\nRegister of incorporated limited partnerships\ns 60 ins A2004-62 s 38\n\nChanges in registered information\ns 61 ins A2004-62 s 38\nCertificates of registration etc\ns 62 ins A2004-62 s 38\nBusiness Names Registration Act (Cwlth) not to apply\ns 63 ins A2004-62 s 38\nsub A2012-2 amdt 2.8\nActs preparatory to registration do not create partnership\ns 64 ins A2004-62 s 38\nPowers of incorporated limited partnerships\ndiv 6.4 hdg ins A2004-62 s 38\nPowers of partnership\ns 65 ins A2004-62 s 38\nRelationship of partners to others and between themselves\ns 66 ins A2004-62 s 38\nLiability and powers of limited partners\ndiv 6.5 hdg ins A2004-62 s 38\nLimitation of liability of limited partners\ns 67 ins A2004-62 s 38\nLimited partner not to take part in incorporated limited partnership’s\nmanagement\ns 68 ins A2004-62 s 38\nam A2008-22 amdt 1.43\nInterpretation for s 68\ns 69 ins A2004-62 s 38\nDifferences between partners\ns 70 ins A2004-62 s 38\nChange in partners\ns 71 ins A2004-62 s 38\nChange in status of partners\ns 72 ins A2004-62 s 38\nLiability for conduct, acts or omissions outside the ACT\ns 73 ins A2004-62 s 38\nIncorporated limited partnerships formed under corresponding laws\ns 74 ins A2004-62 s 38\n\nEffect of s 73 and s 74\ns 75 ins A2004-62 s 38\nWinding-up of incorporated limited partnership\ndiv 6.6 hdg ins A2004-62 s 38\nMeaning of assets for div 6.6\ns 76 ins A2004-62 s 38\nVoluntary winding-up\ns 77 ins A2004-62 s 38\nWinding-up on commissioner’s certificate\ns 78 ins A2004-62 s 38\nam A2008-22 amdt 1.44; A2015-33 amdt 1.160; A2025-29\namdt 4.134\nReview of certificate\ns 79 ins A2004-62 s 38\nProcedure for winding-up on certificate\ns 80 ins A2004-62 s 38\nam A2015-33 amdt 1.161\nDistribution of assets on winding-up required on commissioner’s certificate\ns 81 ins A2004-62 s 38\nDisplacement and application of Corporations legislation etc\ns 82 ins A2004-62 s 38\nam R11 LA\nCommissioner to be told about winding-up\ns 83 ins A2004-62 s 38\nCancellation of incorporation\ns 84 ins A2004-62 s 38\nMiscellaneous\ndiv 6.7 hdg ins A2004-62 s 38\nExecution of documents\ns 85 ins A2004-62 s 38\nam A2011-48 amdt 1.46\nEntitlement to make assumptions\ns 86 ins A2004-62 s 38\nAssumptions that may be made under s 86\ns 87 ins A2004-62 s 38\n\nIdentification of incorporated limited partnerships\ns 88 ins A2004-62 s 38\nDisplay of certificate of registration\ns 89 ins A2004-62 s 38\nRegistered office\ns 90 ins A2004-62 s 38\nCertain documents to be given to commissioner\ns 91 ins A2004-62 s 38\nam A2008-22 amdt 1.45, amdt 1.46; A2025-29 amdt 4.134\nService on incorporated limited partnership\ns 92 ins A2004-62 s 38\nEntry in register constitutes notice\ns 93 ins A2004-62 s 38\nDuty to give information\ns 94 ins A2004-62 s 38\nSecrecy\ns 95 ins A2004-62 s 38\nam A2025-29 amdt 3.221\nOffences by partnerships\ns 96 ins A2004-62 s 38\nDelegation by commissioner\ns 97 ins A2004-62 s 38\nRelationship with Corporations legislation\ns 98 ins A2004-62 s 38\nam R11 LA\nMiscellaneous\npt 7 hdg ins A2004-62 s 38\nDetermination of fees\ns 99 ins A2004-62 s 38\nApproved forms\ns 100 ins A2004-62 s 38\nRegulation-making power\ns 101 ins A2004-62 s 38\nam A2009-20 amdts 3.148-3.150; A2025-29 amdt 4.134\n\ndict ins A2004-62 s 39\nam A2009-20 amdt 3.151; A2015-33 amdt 1.162; A2025-29\namdt 3.222\ndef assets ins A2004-62 s 39\ndef business ins A2004-62 s 39\ndef external partnership ins A2004-62 s 39\ndef firm ins A2004-62 s 39\ndef firm name ins A2004-62 s 39\ndef general partner ins A2004-62 s 39\ndef incorporated limited partnership ins A2004-62 s 39\ndef liability ins A2004-62 s 39\ndef limited partner ins A2004-62 s 39\ndef partner ins A2004-62 s 39\ndef partnership ins A2004-62 s 39\ndef partnership property ins A2004-62 s 39\ndef register ins A2004-62 s 39\ndef registered information ins A2009-20 amdt 3.152\ndef special resolution ins A2004-62 s 39\n\nEarlier republications 5\n5 Earlier republications\nSome earlier republications were not numbered. The number in column 1 refers to\nthe publication order.\nSince 12 September 2001 every authorised republication has been published in\nelectronic pdf format on the ACT legislation register. A selection of authorised\nrepublications have also been published in printed format. These republications are\nmarked with an asterisk (*) in column 1. Electronic and printed versions of an\nauthorised republication are identical.\nRepublication No Amendments to Republication date\n1 A1977-65 30 June 1991\n2 A2001-44 4 January 2002\n3 A2004-62 22 November 2004\n4 A2005-43 1 October 2005\n5 A2006-40 29 September 2006\n6 A2008-22 29 July 2008\n7 A2009-20 22 September 2009\n8 A2011-48 1 March 2012\n9 A2012-2 28 May 2012\n10 A2015-33 14 October 2015","sortOrder":105}],"analysis":{"summary":{"name":"Partnership Act 1963","slug":"partnership-act-1963","title_id":"a-1963-5","version_id":24017,"analysis_type":"summary","content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"Full in-force ACT Act (Revision 11, effective 26 November 2025) covering ordinary partnership law and incorporated limited partnerships in Parts 1-7."},"complexity_factors":["Two distinct regimes within one Act: general partnerships and incorporated limited partnerships with different liability rules","Incorporated limited partnership regime requires understanding of the Corporations Act interface","Many provisions are default rules that can be varied by the partnership agreement"],"plain_english_summary":"The Partnership Act 1963 (ACT) is the ACT's codification of partnership law, governing ordinary partnerships, incorporated limited partnerships, and their relationships with partners and third parties. It is revision 11, effective 26 November 2025, and is modelled on the uniform partnership legislation common to other Australian jurisdictions.\n\nPart 2 defines partnership (section 6) as 'the relation between people carrying on a business in common with a view of profit.' It includes incorporated limited partnerships but excludes corporations. Section 7 sets out rules for determining whether a partnership exists, providing that mere sharing of gross returns, joint property ownership, or receipt of a share of profits does not by itself create a partnership.\n\nPart 3 governs the relations of partners to outsiders. Section 9 gives certain partners power to bind the firm. Section 13 imposes joint liability on each partner for the firm's debts and obligations. Sections 14 and 14A deal with firm liability for wrongs (tortious liability). Section 18 creates liability by holding out: a person who allows themselves to be represented as a partner is liable to anyone who gives credit to the firm on the basis of that representation.\n\nPart 4 regulates relations between partners. Section 29 sets out the statutory default rules for interests and duties of partners, including entitlement to equal shares, indemnity for expenses, and prohibition on changes to the nature of partnership business without consent. Section 34 requires accountability for private profits made using partnership assets.\n\nPart 5 deals with dissolution. Section 40 gives the Supreme Court power to dissolve a partnership on grounds including misconduct, breach, just and equitable grounds, and incapacity.\n\nPart 6 introduces incorporated limited partnerships (ILPs), a distinct legal entity separate from its partners (section 54). ILPs must be registered and their general partners bear joint liability with the ILP while limited partners have limited liability."},"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":true,"description":"The Act’s scope has been expanded since its original form to create a dedicated statutory regime for incorporated limited partnerships (Part 6). The ILP regime (inserted by A2004‑62—see amendment history) adds new formation, registration, disclosure, limited‑liability and winding‑up rules (ss 51–56, 57–66, 76–84) and links ACT registration to Commonwealth venture capital and tax frameworks (ss 57–58, 91). These additions move the Act beyond a pure codification of traditional partnership law to encompass a hybrid corporate‑partnership vehicle with specific administrative oversight and disclosure obligations (see registration duties s 58–62, commissioner powers ss 78–81, limited partner rules ss 67–69)."},"complexity_factors":["Two parallel regimes in one Act: traditional partnerships (common‑law style rules) and a detailed statutory incorporated limited partnership (ILP) regime (Parts 1–5 vs Part 6).","Numerous cross‑references to Commonwealth laws and other statutes (Venture Capital Act, Income Tax Assessment Act, Corporations Act) that require coordination across jurisdictions (ss 57–58, 74, 82, 98).","Detailed enumerated activities that preserve limited partner protection vs activities that expose limited partners to liability (s 68 and s 69 definitions) — many factual determinations required in practice.","Administrative discretion concentrated in the commissioner for fair trading (registration corrections, winding‑up certificates, appointment of liquidators, information notices) with routes for judicial review (ss 59–62, 78–81, 79).","Strict and strict‑liability offences tied to short compliance timeframes (eg 7 days to notify changes, s 61) and high‑impact secrecy and disclosure offences (s 95).","Winding‑up rules that both displace and adapt Corporations Act procedures (s 82), producing layered procedural rules to follow in insolvency.","Complex treatment of persons and entities that may be partners: individuals, corporations, partnerships, and external partnerships—affects counting rules and liability exposure (s 55–56).","Multiple procedural and evidentiary mechanisms (conclusive certificates, public assumptions about authority, register as notice) that interact with commercial reliance and litigation risk (ss 62, 86–87, 93)."],"plain_english_summary":"# What this law does, mechanically\n\n- Sets out what a partnership is and how to recognise one (traditional partnerships and, separately, \"incorporated limited partnerships\" or ILPs) (see s 6, s 7, s 51–56).\n- For traditional partnerships, it records the basic default rules about partners’ authority to act for the firm, how third parties are bound, partners’ joint and several liability for debts and torts, rights between partners, and dissolution and winding-up procedures (Part 3, Part 4, Part 5; e.g. ss 9–22, 29, 36A–50).\n- Creates a statutory regime for incorporated limited partnerships (Part 6): formation by registration, treatment of an ILP as a separate legal entity, a public register kept by the commissioner for fair trading, composition limits (number and type of partners), a mandatory written partnership agreement, and detailed rules on partners’ rights, limited partners’ liability, restrictions on limited partners’ participation in management, and winding-up (ss 51–56, 57–66, 67–85, 76–84).\n- Prescribes registration and disclosure duties (apply to ILPs): what must be in an application (s 58), public register obligations and correction powers (ss 59–61), time limits for updating registered information (7 days) and penalties for non‑compliance (s 61).\n- Gives the commissioner for fair trading powers to require information, to issue winding‑up certificates and to appoint liquidators for ILPs, and allows judicial review of some commissioner decisions (ss 78–81, 83–84, 94, 79–80).\n- Provides offences and penalties for breaches of various ILP requirements (identification on documents, display of certificate, registered office, secrecy of information, failure to provide requested information) and fixes how penalties are measured in penalty units (e.g. ss 88–96; Legislation Act s 133 referenced in front material).\n- Modifies interaction with Commonwealth law: references to Venture Capital Act and Income Tax Assessment Act for venture capital partnerships (ss 57–58, 91), and explicit treatment of how Corporations Act winding‑up provisions apply or are displaced (ss 82, 98).\n\n# Who it affects\n\n- Partners in traditional partnerships (general business partners): rules on agency, responsibility, sharing profits and losses, duties to each other, and joint liability for firm debts and wrongs (e.g. ss 9–16, 29, 33–36).\n- General partners in an ILP: retain management control and remain exposed to liabilities to the extent the ILP cannot satisfy them (ss 53–55, 67, 16, 13).\n- Limited partners in an ILP: typically have limited liability (s 67) but must not participate in management (s 68) if they want to preserve that limited liability; the Act lists activities that do not count as management (s 68(4)).\n- Third parties dealing with firms or ILPs: acquire certain protections and can make specific assumptions about authority and registration information (ss 10, 86–87), but also must pay attention to public register entries and public notices (ss 59–61, 42–43).\n- The commissioner for fair trading and the Minister: given administrative, regulatory and enforcement roles including registration, information powers, winding‑up certificates, and regulation‑making power (ss 57–62, 78–84, 94, 97, 99–101).\n\n# Why it matters (mechanisms, incentives, and trade‑offs)\n\n- Limited liability as an incentive: ILPs give passive investors a limited liability position (s 67). That encourages capital provision by people who do not want management duties, but it also requires a clear separation of roles: limited partners must avoid management activities that would expose them to liability (s 68). The Act reduces investors’ monitoring costs by listing safe activities and exceptions (s 68(4)–(5)).\n\n- Public information vs compliance cost: the ILP regime creates a public register (ss 59–60) and requires prompt updates (7 days for changes, s 61). That reduces information frictions for outsiders but creates recurring compliance tasks and potential penalties for general partners (s 61). The commissioner can require additional information (s 94) and sanctions non‑compliance with monetary penalties (s 94(3)).\n\n- Concentrated benefits, diffuse costs: limited partners obtain concentrated financial protection (s 67); the costs of administering the register, meeting disclosure duties and administrative enforcement fall on the partnership and its general partners and are spread across partners and third parties (ss 61, 83, 81(8)).\n\n- Regulatory discretion and implementation risk: the commissioner has significant discretion (registering partnerships, correcting entries, issuing winding‑up certificates, appointing liquidators) (ss 59–62, 78–81, 97). That creates dependence on administrative decision‑making and possible timing risks for partners and creditors.\n\n- Interaction with other laws and specialisation for VC funds: the Act explicitly links ILP registration and operation to Commonwealth venture capital and tax rules (ss 57–58, 91). That channels certain fund structures into the ILP form and requires parallel compliance with Commonwealth regimes, creating both opportunities (alignment with VCLP/ESVCLP/AFOF and tax recognition) and coordination costs.\n\n- Enforcement design and legal certainty: the Act supplies tools to give third parties certainty (conclusive certificates s 62; assumptions about apparent general partners s 86–87) and to limit overlapping application of Corporations law where appropriate (s 82, s 98). Those mechanisms trade off legal certainty for potential exposure if register information is wrong (the Act restricts challenges in some situations, ss 86–87).\n\n# Who pays, who decides, and how behaviour changes (short summary)\n\n- Who pays: partners (general and limited) fund capital and bear compliance costs; general partners carry greater risk of personal liability where the partnership cannot meet obligations (s 13, s 16, s 67); the partnership pays winding‑up costs from its assets (s 81(8)); penalties are payable when offences occur (various sections cited above).\n- Who decides: partners through the partnership agreement (s 56) decide most internal rights and duties; the commissioner for fair trading controls registration, the public register and some enforcement actions (ss 58–62, 78–81, 94); the Minister and Executive make regulations and can declare corresponding laws (ss 74, 99–101).\n- Behaviour changes: people forming funds or partnership businesses must choose between a traditional partnership and an ILP; limited partners must avoid management actions to preserve limited liability (s 68); general partners must comply with registration and disclosure duties and display/office requirements (ss 61, 89–92); third parties rely on register entries and certificates when deciding to grant credit or deal with a partnership (ss 59–62, 86–87).\n\n# Implementation and compliance risk highlights (explicit citations)\n\n- Fast update duty and strict liability for general partners (7 days to notify changes; s 61(1), penalties and strict liability at s 61(5)–(7)).\n- Commissioner may require information with significant penalty exposure (s 94(1)–(4), maximum 50 penalty units at s 94(3)).\n- Secrecy and criminal penalty for improper disclosure of protected information (s 95, penalty up to 50 penalty units and up to 6 months’ imprisonment, s 95(2)).\n- Limits on limited partner activity clearly enumerated; overstepping can convert a limited partner into liable party for third‑party losses (s 68(1)–(4)).\n\n# Relevant central sections (for quick reference):\n- Definition and scope: s 6, s 51–56.\n- Third‑party relations and liability: ss 9–16, 18–21.\n- Partnership property and internal rules: ss 24–36.\n- Incorporated limited partnerships (formation, registration, powers): ss 57–66, 65.\n- Limited partner liability and participation rules: ss 67–69.\n- Winding‑up and commissioner powers: ss 76–84.\n- Register, certificates, assumptions and public information: ss 59–62, 86–87.\n- Administrative penalties, secrecy and compliance duties: ss 61, 83, 89–96.\n\n(Section citations are to the Partnership Act 1963 as republished in the supplied text.)"},"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"_metrics":{"provider":"moonshot","completionTokens":1900},"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":true,"description":"Originally enacted in 1963 as a straightforward codification of partnership law (governing traditional general partnerships), the Act was significantly expanded in 2004 with the insertion of Part 6 (Incorporated Limited Partnerships). This transformed the Act from a simple relationship-governance statute into a comprehensive business entity registration and regulatory framework, specifically designed to facilitate venture capital investment structures. The addition created a dual-track legislative scheme where the modern ILP provisions (with corporate-style registration, perpetual succession, and limited liability) now constitute the majority of the Act's operational complexity, overshadowing the original 1963 partnership provisions."},"complexity_factors":["Dual regime structure requiring parallel provisions for ordinary partnerships and incorporated limited partnerships (ILPs), with many sections containing explicit carve-outs (e.g., 'This section does not apply to an incorporated limited partnership')","Approximately 20 defined terms in the Dictionary, plus additional defined terms within Part 6 (section 51) that apply only to that Part","Extensive cross-referencing to Commonwealth legislation including the Corporations Act 2001, Venture Capital Act 2002, Income Tax Assessment Act 1936, and Bankruptcy Act 1966","Nested conditional logic in section 68 regarding 'safe harbour' activities—listing 11 specific circumstances where a limited partner is NOT considered to be taking part in management, plus interpretive provisions in section 69 defining 'associate' through multiple cascading subparagraphs","Multiple overlapping liability regimes: joint and several liability for general partnerships; limited liability for ILP limited partners subject to statutory exceptions; and special rules for external partnerships formed under corresponding laws of other jurisdictions","Procedural complexity in Part 6 including registration requirements, notification timeframes (7-day and 28-day periods), certificate issuance, and two distinct winding-up pathways (voluntary vs commissioner-initiated)"],"plain_english_summary":"**What this law does**\n\nThis Act sets the ground rules for **partnerships** in the Australian Capital Territory. A partnership is simply when two or more people carry on a business together with a view to making a profit. The Act covers two very different types of partnerships:\n\n**1. Ordinary Partnerships (Parts 1–5)**\nThese are the traditional \"mom and pop\" business arrangements or professional firms.\n\n*   **Defining the relationship**: It clarifies that just owning property together or sharing profits doesn't automatically make you partners. You need to be running a business in common.\n*   **Who can bind whom**: If one partner signs a contract in the usual course of business, all partners are usually stuck with it. If a partner goes rogue and borrows money for their own private purposes, the firm isn't liable unless they were specifically authorised.\n*   **Money and property**: Property bought with the firm's money belongs to the firm. Partners can't secretly compete with the firm or pocket secret profits.\n*   **Liabilities**: Partners are personally liable for the firm's debts and for wrongs (like negligence) committed by a partner in the course of business. This means your personal assets (house, car) are on the hook if the business gets sued.\n*   **Dissolution**: The Act explains how partnerships end—when a partner dies, goes bankrupt, or when the Supreme Court orders a split-up because partners are fighting or someone is permanently incapacitated. It sets out rules for dividing assets and paying creditors when the business winds up.\n\n**2. Incorporated Limited Partnerships (ILPs) (Part 6)**\nThis is a special, modern structure designed mainly for **venture capital funds** (investment partnerships). Think of it as a hybrid between a company and a partnership.\n\n*   **Separate legal personality**: Unlike an ordinary partnership, an ILP is its own legal entity—like a company. It can sue and be sued in its own name.\n*   **Two classes of partners**:\n    *   **General partners**: Run the business and are personally liable for debts (but usually only after the partnership's assets are exhausted).\n    *   **Limited partners**: Passive investors (like venture capitalists). Their liability is limited to what they invested, **but** they lose that protection if they take part in management.\n*   **Registration**: You must register with the Commissioner for Fair Trading. There are strict rules about naming (must include \"L.P.\") and keeping a registered office.\n*   **Winding-up**: ILPs have their own special winding-up procedures, either voluntarily or by order of the Commissioner.\n\n**Who it affects**\n*   Anyone starting a business with others in the ACT.\n*   Venture capital funds and private equity investors using the ILP structure.\n*   Accountants, lawyers, and other professionals in partnership.\n\n**Why it matters**\nWithout this Act, partners wouldn't know who is liable for what, who owns the business assets, or how to split up when things go wrong. For investors, the ILP provisions offer a way to invest in high-risk ventures without risking personal bankruptcy if the venture fails, provided they stay out of day-to-day management."}},"importantCases":[],"_links":{"self":"/api/acts/partnership-act-1963","history":"/api/acts/partnership-act-1963/history","analysis":"/api/acts/partnership-act-1963/analysis","conflicts":"/api/acts/partnership-act-1963/conflicts","importantCases":"/api/acts/partnership-act-1963/important-cases","documents":"/api/acts/partnership-act-1963/documents"}}