{"id":"partnership-act-1997","name":"Partnership Act 1997","slug":"partnership-act-1997","collection":"act","jurisdiction":"nt","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":30365,"registerId":"nt-partnership-act-1997-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 5","sectionType":"part","heading":"Transitional matters for Partnership Act","content":"Part 5 Transitional matters for Partnership Act\n1997\n100 Repeal ........................................................................................... 50\n101 Savings .......................................................................................... 50\nENDNOTES\n\nNORTHERN TERRITORY OF AUSTRALIA\n____________________\nAs in force at 20 November 2020\n____________________\nPARTNERSHIP ACT 1997\nAn Act to consolidate the law relating to partnership\nPart 1 Preliminary\n","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"1 Short title\nThis Act may be cited as the Partnership Act 1997.\n2 Commencement\nThis Act comes into operation on the date fixed by the Administrator\nby notice in the Gazette.\n3 Definitions\nIn this Act, unless the contrary intention appears:\nAFOF has the same meaning as in the Venture Capital Act 2002\n(Cth).\napproved form means a form approved under section 98.\nassociate has the meaning in section 68.\nbusiness includes a trade, occupation or profession.\nCommissioner means the Commissioner for Consumer Affairs.\ncorresponding law has the meaning in section 73.\nexternal partnership means a partnership or legal entity (however\ndescribed) in the nature of a partnership, formed under a law of a\nState, another Territory or another jurisdiction (including a foreign\ncountry), whether or not:\n(a) the liability of any of its partners for its liabilities is limited; and\n(b) it is incorporated or is otherwise a separate legal entity from its\npartners.\nfirm has the meaning in section 8.\n\n","sortOrder":1},{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"Part 1 Preliminary\nPartnership Act 1997 2\nfirm name has the meaning in section 8.\ngeneral partner, for an incorporated limited partnership, means an\nentity that, in accordance with the partnership agreement:\n(a) is admitted as a partner in the partnership; and\n(b) is not designated as a limited partner in the partnership.\nincorporated limited partnership means an incorporated limited\npartnership formed under Part 3.\nliability includes any debt or obligation.\nlimited partner, for an incorporated limited partnership, means an\nentity that, in accordance with the partnership agreement:\n(a) is admitted as a partner in the partnership; and\n(b) is designated as a limited partner in the partnership.\npartner, for an incorporated limited partnership, means a general\npartner or limited partner in the partnership.\npartnership has the meaning in section 5.\npartnership agreement, for an incorporated limited partnership,\nhas the meaning in section 54.\npartnership property has the meaning in section 24.\nregister means the register of incorporated limited partnerships\nestablished by section 58.\nregistered information has the meaning in section 57(2).\nregistered name, for an incorporated limited partnership, means\nthe name of the partnership recorded in the register.\nregistered office, of an incorporated limited partnership, means\nthe address of the principal office of the partnership recorded in the\nregister.\nregistration means the registration of an incorporated limited\npartnership under Part 3.\nspecial resolution, for an incorporated limited partnership, means\na resolution passed by at least 75% of the limited partners in the\npartnership.\n\nPart 2 Partnerships generally\nDivision 1 Nature of Partnerships\nPartnership Act 1997 3\nVCLP has the same meaning as in the Venture Capital Act 2002\n(Cth).\nVCMP means a venture capital management partnership within the\nmeaning of the Income Tax Assessment Act 1936 (Cth).\n4 Equity and common law\n(1) The rules of equity and common law for partnerships continue in\nforce except to the extent to which they are inconsistent with this\nAct.\n(2) However, except as provided by this or another Act, those rules do\nnot apply to an incorporated limited partnership, its partners and the\nrelationship between the partnership and its partners.\nPart 2 Partnerships generally\nDivision 1 Nature of Partnerships\n","sortOrder":2},{"sectionNumber":"5","sectionType":"section","heading":"Partnership","content":"5 Partnership\n(1) A partnership is the relation between people carrying on a business\nin common with a view of profit, and includes an external\npartnership and incorporated limited partnership.\n(2) However, the relation between members of an association or\nincorporated body (other than an incorporated limited partnership)\nis not a partnership.\n(3) For this section, a reference to an association includes a reference\nto an association formed under a law in force in the Territory.\n","sortOrder":3},{"sectionNumber":"6","sectionType":"section","heading":"Determining existence of partnership other than incorporated","content":"6 Determining existence of partnership other than incorporated\nlimited partnership\n(1) In determining whether a partnership (other than an incorporated\nlimited partnership) exists regard is to be had to the following rules:\n(a) joint tenancy, tenancy in common, joint property, common\nproperty, or part ownership, does not of itself create a\npartnership as to anything held or owned, whether the tenants\nor owners do or do not share any profits made by the use of\nany thing held or owned;\n(b) the sharing of gross returns does not of itself create a\npartnership, whether the persons sharing the returns have or\nhave not a joint or common right or interest in any property\nfrom which, or from the use of which, the returns are derived;\n\nPart 2 Partnerships generally\nDivision 1 Nature of Partnerships\nPartnership Act 1997 4\n(c) the receipt by a person of a share of the profits of a business\nis prima facie evidence that the person is a partner in the\nbusiness, but the receipt of a share of the profits of a business\nor of a payment contingent on or varying with the profits of a\nbusiness does not of itself make the person a partner in the\nbusiness, and in particular:\n(i) the receipt by a person of a debt or other liquidated\namount by instalments or otherwise out of the accruing\nprofits of a business does not of itself make the person a\npartner in the business or liable as a partner;\n(ii) a contract for the remuneration of an employee or agent\nof a person engaged in a business by a share of the\nprofits of the business does not of itself make the\nemployee or agent a partner in the business or liable as\na partner;\n(iii) a person being a spouse, de facto partner or child of a\ndeceased partner and receiving by way of annuity a\nportion of the profits made in the business in which the\ndeceased person was a partner does not of itself make\nthe person a partner in the business or liable as a\npartner;\n(iv) the advance of money by way of loan to a person\nengaged, or about to engage, in a business on a\ncontract with the person that the lender will receive a\nrate of interest varying with the profits or will receive a\nshare of the profits arising from carrying on the business\ndoes not of itself make the lender a partner with the\nperson or persons carrying on the business or liable as a\npartner;\n(v) a person receiving by way of annuity or otherwise a\nportion of the profits of a business in consideration of the\nsale by that person of the goodwill of the business is not\nby reason only of such receipt a partner in the business\nor liable as such.\n(2) A contract referred to in subsection (1)(c)(iv) must be in writing and\nsigned by or on behalf of all the parties for that subparagraph to\napply.\n\nPart 2 Partnerships generally\nDivision 2 Relationship of partners to persons dealing with them\nPartnership Act 1997 5\n","sortOrder":4},{"sectionNumber":"7","sectionType":"section","heading":"Postponement of rights of person lending or selling in case of","content":"7 Postponement of rights of person lending or selling in case of\nbankruptcy\nWhere:\n(a) a person to whom money has been advanced by way of loan\non a contract referred in section 6; or\n(b) a buyer of goodwill in consideration of a share of the profits of\na business,\nbecomes bankrupt, enters into an arrangement to pay his or her\ncreditors less than 100 cents in the dollar or dies insolvent,\n(c) the lender of the loan is not entitled to recover anything in\nrespect of the loan; and\n(d) the seller of the goodwill is not entitled to recover anything in\nrespect of the share of profits contracted for,\nuntil the claims of the other creditors of the borrower or buyer for\nvaluable consideration in money or money's worth have been\nsatisfied.\n","sortOrder":5},{"sectionNumber":"8","sectionType":"section","heading":"Firm and firm name","content":"8 Firm and firm name\n(1) The partners in a partnership other than an incorporated limited\npartnership are collectively called a firm and its firm name is:\n(a) for an external partnership – the name under which its\nbusiness is carried on under the law of the place where it is\nformed; or\n(b) otherwise – the name under which its business is carried on in\nthe Territory.\n(2) An incorporated limited partnership is a firm and its firm name is its\nregistered name.\nDivision 2 Relationship of partners to persons dealing with\nthem\n","sortOrder":6},{"sectionNumber":"9","sectionType":"section","heading":"Partner's power to bind firm","content":"9 Partner's power to bind firm\n(1) A partner in a firm other than an incorporated limited partnership is,\nfor the firm's business, an agent of the firm and of the firm's other\npartners.\n\nPart 2 Partnerships generally\nDivision 2 Relationship of partners to persons dealing with them\nPartnership Act 1997 6\n(2) An act of the partner in carrying on in the usual way business of the\nkind carried on by the firm binds the firm and all its partners, unless:\n(a) the partner had no authority to act in the matter; and\n(b) the person with whom the partner is dealing:\n(i) knew the partner did not have that authority; or\n(ii) did not know or believe the partner was a partner in the\nfirm.\n(3) A general partner in an incorporated limited partnership is, for the\nfirm's business, an agent of the firm and of the firm's other general\npartners.\n(4) An act of the general partner in carrying on in the usual way\nbusiness of the kind carried on by the partnership binds the\npartnership and all its other general partners, unless:\n(a) the general partner had no authority to act in the matter; and\n(b) the person with whom the general partner is dealing:\n(i) knew the general partner did not have that authority; or\n(ii) did not know or believe the general partner was a\ngeneral partner in the partnership.\n","sortOrder":7},{"sectionNumber":"10","sectionType":"section","heading":"Partner acting for firm","content":"10 Partner acting for firm\n(1) An act of a person relating to the business of a firm other than an\nincorporated limited partnership binds the firm and all its partners if\nthe person is authorised by the firm to carry out the act:\n(a) in the firm name; or\n(b) in any other way showing an intention to bind the firm.\n(2) Subject to section 13(4), an act of a person relating to the business\nof an incorporated limited partnership binds the partnership and all\nits general partners if the person is authorised by the partnership to\ncarry out the act:\n(a) in the partnership's firm name; or\n(b) in any other way showing an intention to bind the partnership.\n\nPart 2 Partnerships generally\nDivision 2 Relationship of partners to persons dealing with them\nPartnership Act 1997 7\n(3) To avoid doubt:\n(a) a reference to a person authorised by a firm to carry out an act\nincludes a reference to a partner in the firm so authorised; and\n(b) this section does not affect any rule of law about the execution\nof deeds or negotiable instruments.\n","sortOrder":8},{"sectionNumber":"11","sectionType":"section","heading":"Partner using firm's credit","content":"11 Partner using firm's credit\n(1) The use of the credit of a firm other than an incorporated limited\npartnership by one of its partners for a purpose not apparently\nrelated to its ordinary business does not bind it unless the partner is\nspecially authorised by the other partners to do so.\n(2) The use of an incorporated limited partnership's credit by one of its\ngeneral partners for a purpose not apparently related to its ordinary\nbusiness does not bind it unless the general partner is specially\nauthorised by it to do so.\n(3) To avoid doubt, this section does not affect any personal liability of\na partner in a partnership.\n","sortOrder":9},{"sectionNumber":"12","sectionType":"section","heading":"Effect of notice of agreement that firm not bound","content":"12 Effect of notice of agreement that firm not bound\nIf an act contravenes an agreement restricting the power of a\npartner to bind a firm, the act does not bind the firm in relation to a\nperson who has notice of the agreement.\n","sortOrder":10},{"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 for liabilities incurred by the\nfirm while the partner is that partner.\n(2) Each general partner in an incorporated limited partnership is liable\njointly with the partnership for liabilities incurred by the partnership\nwhile the general partner is that general partner.\n(3) The estate of the partner referred to in subsection (1), or of the\ngeneral partner referred to in subsection (2), is liable severally for\nthe liabilities referred to in that subsection:\n(a) to the extent to which the liabilities remain unsatisfied; and\n(b) only after the separate liabilities of that partner or general\npartner have been satisfied.\n\nPart 2 Partnerships generally\nDivision 2 Relationship of partners to persons dealing with them\nPartnership Act 1997 8\n(4) However, the general partner or the general partner's estate is only\nliable for the liabilities:\n(a) to the extent to which the partnership cannot satisfy the\nliabilities; or\n(b) to a greater extent provided by the partnership agreement.\n","sortOrder":11},{"sectionNumber":"14","sectionType":"section","heading":"Liability for loss, injury or penalty","content":"14 Liability for loss, injury or penalty\n(1) A firm other than an incorporated limited partnership is liable to the\nsame extent as a partner in the firm for any loss, injury or penalty\ncaused by an act (including omission) of the partner if:\n(a) the act occurred while the partner was acting in the ordinary\ncourse of the firm's business or with the authority of the other\npartners; and\n(b) for a loss or injury – the loss or injury is not suffered by a\npartner in the firm.\n(2) An incorporated limited partnership is liable to the same extent as a\ngeneral partner in the partnership for any loss, injury or penalty\ncaused by an act (including omission) of the general partner if:\n(a) the act occurred while the partner was acting in the ordinary\ncourse of the partnership's business or with the partnership's\nauthority; and\n(b) for a loss or injury – the loss or injury is not suffered by a\npartner in the partnership.\n(3) For subsections (1) and (2), an act of a partner as a director must\nnot be taken to have occurred in the ordinary course of the firm's\nbusiness or with the firm's authority only because of one or more of\nthe following:\n(a) the partner obtained the firm's agreement or authority to be\nappointed or to act as the director;\n(b) the remuneration the partner receives as the director forms\npart of the firm's income;\n(c) another partner in the firm is a director.\n\nPart 2 Partnerships generally\nDivision 2 Relationship of partners to persons dealing with them\nPartnership Act 1997 9\n(4) In this section:\ndirector means:\n(a) a director of a corporation within the meaning of the\nCorporations Act 2001; or\n(b) a member of a body established by a law of the Territory.\n","sortOrder":12},{"sectionNumber":"15","sectionType":"section","heading":"Liability for misapplication of property","content":"15 Liability for misapplication of property\n(1) A firm other than an incorporated limited partnership is liable for any\nloss arising from the misapplication of a third party's property if:\n(a) the property was received and misapplied by a partner in the\nfirm acting within the scope of the partner's apparent authority;\nor\n(b) the property:\n(i) was received by the firm in the course of the firm's\nbusiness; and\n(ii) was misapplied by one or more partners in the firm while\nit was in the firm's custody.\n(2) An incorporated limited partnership is liable for any loss arising from\nthe misapplication of a third party's property if:\n(a) the property was received and misapplied by a general partner\nin the partnership acting within the scope of that partner's\napparent authority; or\n(b) the property:\n(i) was received by the partnership in the course of the\npartnership's business; and\n(ii) was misapplied by one or more general partners in the\npartnership while it was in the partnership's custody.\n(3) In this section:\nthird party's property, in relation to a firm, means money or other\nproperty belonging to someone other than the firm or a partner in\nthe firm.\n\nPart 2 Partnerships generally\nDivision 2 Relationship of partners to persons dealing with them\nPartnership Act 1997 10\n","sortOrder":13},{"sectionNumber":"16","sectionType":"section","heading":"Joint and several liabilities for wrongs","content":"16 Joint and several liabilities for wrongs\n(1) Each partner in a firm other than an incorporated limited partnership\nis jointly and severally liable for a liability referred to in section 14(1)\nor 15(1) incurred by the firm while the partner is that partner.\n(2) Each general partner in an incorporated limited partnership is jointly\nand severally liable for a liability referred to in section 14(2) or 15(2)\nincurred by the partnership while the general partner is that general\npartner.\n(3) However, the general partner is only liable:\n(a) to the extent to which the partnership cannot satisfy the\nliability; or\n(b) to a greater extent provided by the partnership agreement.\n","sortOrder":14},{"sectionNumber":"17","sectionType":"section","heading":"Misuse of trust property","content":"17 Misuse of trust property\n(1) A partner in a firm other than an incorporated limited partnership is\nnot liable for the misuse of any trust property for the firm by a\ntrustee of the trust who is another partner in the firm.\n(2) An incorporated limited partnership or general partner in the\npartnership is not liable for the misuse of any trust property for the\npartnership by a trustee of the trust who is another general partner\nin the partnership.\n(3) Subsection (1) or (2) does not:\n(a) affect any liability of a partner in the firm incurred because the\npartner knew about a breach of the trust; and\n(b) prevent the tracing and recovery of the trust property from the\nfirm.\n","sortOrder":15},{"sectionNumber":"18","sectionType":"section","heading":"Representation as partner","content":"18 Representation as partner\n(1) A person is liable as a partner in a firm other than an incorporated\nlimited partnership to a creditor of the firm who provided the credit\nbecause of a representation that the person is that partner.\n(2) A person is liable as a general partner in an incorporated limited\npartnership to a creditor of the partnership who provided the credit\nbecause of a representation that the person is that general partner.\n\nPart 2 Partnerships generally\nDivision 2 Relationship of partners to persons dealing with them\nPartnership Act 1997 11\n(3) Subsection (1) or (2) has effect:\n(a) whether or not the representation was made by the person or\nwith the person's permission or knowledge; and\n(b) whether the representation was made orally, in writing or by\nconduct.\n(4) The estate of a partner in a firm is not liable for any debt incurred by\nthe firm after the partner's death only because, after the death:\n(a) the same firm name continues to be used; or\n(b) the partner's name continues to be used in the firm name.\n19 Representations about firm's affairs\n(1) A representation about a firm's affairs is evidence against the firm if\nthe representation is made in the ordinary course of the firm's\nbusiness by:\n(a) if the firm is not an incorporated limited partnership – a partner\nin the firm; or\n(b) otherwise – a general partner in the firm.\n(2) For this section, a representation includes an admission, and may\nbe made orally, in writing or by conduct.\n","sortOrder":16},{"sectionNumber":"20","sectionType":"section","heading":"Notice to acting partner is notice to firm","content":"20 Notice to acting partner is notice to firm\n(1) Notice to a partner in a firm other than an incorporated limited\npartnership about the firm's affairs is taken to be notice to the firm if:\n(a) the partner ordinarily acts in the firm's business; and\n(b) the notice does not relate to a fraud on the firm committed by\nor with the consent of the partner.\n(2) Notice to a general partner in an incorporated limited partnership\nabout the partnership's affairs is taken to be notice to the\npartnership if:\n(a) the general partner ordinarily acts in the partnership's\nbusiness; and\n(b) the notice does not relate to a fraud on the partnership\ncommitted by or with the consent of the general partner.\n\nPart 2 Partnerships generally\nDivision 2 Relationship of partners to persons dealing with them\nPartnership Act 1997 12\n","sortOrder":17},{"sectionNumber":"21","sectionType":"section","heading":"Liabilities of incoming and outgoing partners","content":"21 Liabilities of incoming and outgoing partners\n(1) An entity does not, only because of the entity's admission as a\npartner in a firm other than an incorporated limited partnership,\nbecome liable for a liability incurred by the firm before the\nadmission.\n(2) An entity does not, only because of the entity's retirement as a\npartner in the firm, cease to be liable for a liability incurred by the\nfirm before the retirement.\n(3) An entity does not, only because of the entity's admission as a\ngeneral partner in an incorporated limited partnership, become\nliable for a liability incurred by the partnership before the admission.\n(4) An entity does not, only because of the entity's retirement as a\ngeneral partner in the partnership, cease to be liable for a liability\nincurred by the partnership before the retirement.\n(5) A retiring partner in a firm may be discharged from any existing\nliabilities of the firm by an agreement between:\n(a) the partner; and\n(b) the firm's creditors; and\n(c) if the firm is not an incorporated limited partnership – the\npartners in the firm as newly constituted; and\n(d) if the firm is an incorporated limited partnership – the\npartnership.\n(6) The agreement may be expressed or inferred from the conduct of\nanyone referred to in subsection (5).\n","sortOrder":18},{"sectionNumber":"22","sectionType":"section","heading":"Revocation of continuing guarantee","content":"22 Revocation of continuing guarantee\n(1) A continuing guarantee given to a firm or to a third person in\nrespect of the transactions of a firm is, in the absence of agreement\nto the contrary, revoked as to future transactions by a change in the\nconstitution of the firm to which, or of the firm in respect of the\ntransactions of which, the guarantee was given.\n(2) This section does not apply to an incorporated limited partnership.\n\nPart 2 Partnerships generally\nDivision 3 Relationship between partners\nPartnership Act 1997 13\nDivision 3 Relationship between partners\n","sortOrder":19},{"sectionNumber":"23","sectionType":"section","heading":"Variation by consent of terms of partnership","content":"23 Variation by consent of terms of partnership\n(1) The mutual rights and duties of partners, whether ascertained by\nagreement or defined by this Act, may be varied by the consent of\nall the partners.\n(2) Consent under subsection (1) may be express or inferred from a\ncourse of dealings.\n","sortOrder":20},{"sectionNumber":"24","sectionType":"section","heading":"Partnership property","content":"24 Partnership property\n(1) The partnership property of a firm consists of property and any\nrights and interests in property that were originally brought into, or\nare subsequently acquired for, the firm.\n(2) The partners of a firm other than an incorporated limited partnership\nmust, in accordance with the partnership agreement, hold and\napply the partnership property exclusively for the firm.\n(3) However, any partnership property of the firm that is an interest in\nland must devolve:\n(a) according to its nature and tenure and the general rule of law;\nand\n(b) in trust so far as necessary for persons beneficially interested\nin the land.\n(4) If:\n(a) the co-owners of an interest in land (the first interest) are\npartners in the firm in relation to profits made by the use of the\nfirst interest; and\n(b) the first interest is not partnership property for the firm; and\n(c) the co-owners use the profits to purchase another interest in\nland (the second interest) to be used in a similar manner,\nthen, subject to any agreement to the contrary, the co-owners must,\nfrom the date of the purchase, hold the second interest in the same\nmanner as the first property is held.\n(5) An incorporated limited partnership must hold and apply the\npartnership property of the partnership exclusively for the\npartnership.\n\nPart 2 Partnerships generally\nDivision 3 Relationship between partners\nPartnership Act 1997 14\n(6) A partner in the partnership does not have any legal or beneficial\ninterest in the property only because the partner is the partner.\n(7) For this section, an interest in land includes an estate in land.\n","sortOrder":21},{"sectionNumber":"25","sectionType":"section","heading":"Property bought with partnership money","content":"25 Property bought with partnership money\nUnless the contrary intention appears, property bought with money\nbelonging to a firm is to be taken to have been bought on account\nof the firm.\n","sortOrder":22},{"sectionNumber":"26","sectionType":"section","heading":"Personal estate held as partnership property","content":"26 Personal estate held as partnership property\n(1) Unless the contrary intention appears, land or an interest in land\nthat is partnership property is to be treated, as between the\npartners (including the representatives of a deceased partner), as\npersonal estate.\n(2) This section does not apply to an incorporated limited partnership.\n","sortOrder":23},{"sectionNumber":"27","sectionType":"section","heading":"Procedure against partnership property for partner's separate","content":"27 Procedure against partnership property for partner's separate\njudgment debt\n(1) A writ of execution may not issue against partnership property\nexcept on a judgment against the firm.\n(2) The Supreme Court may, on the application of a judgment creditor\nof a partner, make an order charging the partner's interest in the\npartnership property and profits with payment of the amount of the\njudgment debt and interest, and may, by the same or a subsequent\norder, appoint a receiver of the partner's share of profits (whether\nalready declared or accruing) and of any other money that may be\ncoming to the partner in respect of the partnership, and direct all\naccounts and inquiries and give all other orders and directions that\nmight have been directed or given if the charge had been made in\nfavour of the judgment creditor by the partner, or which the\ncircumstances of the case may require.\n(3) The other partner or partners may, at any time, redeem the interest\ncharged or, in case of a sale being directed, purchase the property\ndirected to be sold.\n(4) Subsections (2) and (3) do not apply to an incorporated limited\npartnership.\n\nPart 2 Partnerships generally\nDivision 3 Relationship between partners\nPartnership Act 1997 15\n","sortOrder":24},{"sectionNumber":"28","sectionType":"section","heading":"Rules about interests and duties of partners","content":"28 Rules about interests and duties of partners\n(1) The interest of a partner in partnership property and a partner's\nrights and duties in relation to the partnership are to be determined,\nsubject to an express or implied agreement between the partners,\nby the following rules:\n(a) all partners are entitled to share equally in the capital and\nprofits of the business and must contribute equally towards the\nlosses, whether of capital or otherwise, sustained by the firm;\n(b) the firm must indemnify a partner in respect of payments\nmade and personal liabilities incurred by the partner:\n(i) in the ordinary and proper conduct of the business of the\nfirm; or\n(ii) in or about anything necessarily done for the\npreservation of the business or property of the firm;\n(c) a partner who makes an actual payment or advance for the\npurpose of the partnership beyond the amount of capital that\nthe partner has agreed to subscribe is entitled to interest at\nthe rate of 7% per annum from the date of the payment or\nadvance;\n(d) a partner is not entitled, before profits are ascertained, to\ninterest on the capital subscribed by the partner;\n(e) a partner may take part in the management of the partnership\nbusiness;\n(f) a partner is not entitled to remuneration for acting in the\npartnership business;\n(g) a person may not be introduced as a partner without the\nconsent of all existing partners;\n(h) a difference arising as to an ordinary matter connected with\nthe partnership business may be decided by a majority of the\npartners but no change may be made in the nature of the\npartnership business without the consent of all existing\npartners;\n(j) the partnership books are to be kept at the place of business\nof the partnership (or the principal place if there is more than\none) and a partner may, when he or she thinks fit, have\naccess to, inspect and copy the partnership books.\n(2) This section does not apply to an incorporated limited partnership.\n\nPart 2 Partnerships generally\nDivision 3 Relationship between partners\nPartnership Act 1997 16\n","sortOrder":25},{"sectionNumber":"29","sectionType":"section","heading":"Expulsion of partner","content":"29 Expulsion of partner\nA majority of partners cannot expel a partner unless a power to do\nso is conferred by express agreement between the partners.\n","sortOrder":26},{"sectionNumber":"30","sectionType":"section","heading":"Retirement from partnership","content":"30 Retirement from partnership\n(1) Where a fixed term is not agreed on for the duration of a\npartnership, a partner may determine the partnership at any time by\ngiving notice of his or her intention to do so to the other partners.\n(2) Where a partnership was originally constituted by deed, a notice in\nwriting, signed by the partner giving it, is notice for the purposes of\nsubsection (1).\n(3) This section does not apply to an incorporated limited partnership.\n","sortOrder":27},{"sectionNumber":"31","sectionType":"section","heading":"Continuance of partnership on old terms","content":"31 Continuance of partnership on old terms\n(1) Where a partnership entered into for a fixed term is continued after\nthe term expires, and without any express new agreement, the\nrights and duties of the partners remain the same as they were at\nthe expiration of the term, so far as is consistent with the incidents\nof a partnership at will.\n(2) A continuance of the business by the partners or those partners as\nhabitually acted as partners during the term, without any settlement\nor liquidation of the partnership affairs, is presumed to be a\ncontinuance of the partnership.\n(3) This section does not apply to an incorporated limited partnership.\n","sortOrder":28},{"sectionNumber":"32","sectionType":"section","heading":"Duty of partner to give information","content":"32 Duty of partner to give information\n(1) A partner in a firm other than an incorporated limited partnership\nmust give accurate and complete information about the firm to each\nof the other partners in the firm.\n(2) Subject to the partnership agreement, an incorporated limited\npartnership must give accurate and complete information about the\npartnership to each partner in the partnership.\n","sortOrder":29},{"sectionNumber":"33","sectionType":"section","heading":"Accountability of partners for private profits","content":"33 Accountability of partners for private profits\n(1) A partner must account to the firm for a benefit derived by the\npartner, without the consent of the other partners, from:\n(a) a transaction concerning the partnership; or\n\nPart 2 Partnerships generally\nDivision 3 Relationship between partners\nPartnership Act 1997 17\n(b) a use by the partner of the partnership property, name or\nbusiness connection.\n(2) This section applies to transactions undertaken after a partnership\nis dissolved by the death of a partner and before the affairs of the\npartnership are completely wound up either by a surviving partner\nor by the representatives of the deceased partner.\n(3) This section does not apply to an incorporated limited partnership.\n","sortOrder":30},{"sectionNumber":"34","sectionType":"section","heading":"Duty of partner not to compete with firm","content":"34 Duty of partner not to compete with firm\n(1) If a partner, without the consent of the other partners, carries on a\nbusiness of the same nature as and competing with that of the firm,\nthe partner must account for and pay over to the firm all profits\nmade by the partner in the business.\n(2) This section does not apply to an incorporated limited partnership.\n","sortOrder":31},{"sectionNumber":"35","sectionType":"section","heading":"Rights of assignee of share in partnership","content":"35 Rights of assignee of share in partnership\n(1) An assignment by a partner of his or her share in the partnership,\neither absolute or by way of mortgage or redeemable charge, does\nnot, as against the other partners, entitle the assignee, while the\npartnership continues:\n(a) to interfere in the management or administration of the\npartnership business or affairs;\n(b) to require any accounts of the partnership transactions; or\n(c) to inspect the partnership books.\n(2) An assignee:\n(a) is entitled to receive the share of profits to which the assigning\npartner would otherwise be entitled; and\n(b) must accept the account of profits agreed to by the partners.\n(3) In the case of a dissolution of a partnership, whether as respects all\nthe partners or an assigning partner, the assignee is entitled:\n(a) to receive the share of the partnership assets to which the\nassigning partner is entitled as between the partner and the\nother partners; and\n(b) for the purpose of ascertaining that share, to an account as\nfrom the date of the dissolution.\n(4) This section does not apply to an incorporated limited partnership.\n\nPart 2 Partnerships generally\nDivision 4 Dissolution of partnership\nPartnership Act 1997 18\nDivision 4 Dissolution of partnership\n","sortOrder":32},{"sectionNumber":"35A","sectionType":"section","heading":"Application","content":"35A Application\nThis Division does not apply to an incorporated limited partnership.\n","sortOrder":33},{"sectionNumber":"36","sectionType":"section","heading":"Dissolution by expiration or notice","content":"36 Dissolution by expiration or notice\n(1) Subject to an agreement between the partners, a partnership is\ndissolved:\n(a) if entered into for a fixed term, by the expiration of the term;\n(b) if entered into for a single venture or undertaking, by the\ntermination of the venture or undertaking; or\n(c) if entered into for an undefined time, by a partner giving notice\nto the other partner or partners of his or her intention to\ndissolve the partnership.\n(2) In subsection (1)(c), the partnership is dissolved from the date\nmentioned in the notice as the date of dissolution or, if no date is\nmentioned, from the date notice is given.\n","sortOrder":34},{"sectionNumber":"37","sectionType":"section","heading":"Dissolution by death, bankruptcy or charge","content":"37 Dissolution by death, bankruptcy or charge\n(1) Subject to an agreement between the partners, a partnership is\ndissolved as regards all the partners by the death or bankruptcy of\na partner.\n(2) A partnership may, at the option of the other partners, be dissolved\nif a partner permits his or her share of the partnership property to\nbe charged under this Act for his or her separate debt.\n","sortOrder":35},{"sectionNumber":"38","sectionType":"section","heading":"Dissolution by illegality of partnership","content":"38 Dissolution by illegality of partnership\nA partnership is dissolved on an event happening that makes it\nunlawful for the business of the firm to be carried on or for the\nmembers of the firm to carry it on in partnership.\n","sortOrder":36},{"sectionNumber":"39","sectionType":"section","heading":"Dissolution by Court","content":"39 Dissolution by Court\n(1) A partner may apply to the Supreme Court for an order dissolving\nthe partnership in the following cases:\n(a) when a partner is found to be mentally ill;\n(b) when a partner, other than the partner suing, becomes in any\nother way permanently incapable of performing his or her part\nof the partnership contract;\n\nPart 2 Partnerships generally\nDivision 4 Dissolution of partnership\nPartnership Act 1997 19\n(c) when a partner, other than the partner suing, is guilty of\nconduct that in the opinion of the Court, regard being had to\nthe nature of the business, is calculated to prejudicially affect\nthe carrying on of the business;\n(d) when a partner, other than the partner suing, wilfully or\npersistently commits a breach of the partnership agreement or\nconducts himself or herself in matters relating to the\npartnership business that it is not reasonably practicable for\nthe other partner or partners to carry on the business in\npartnership with the partner;\n(e) when the business of the partnership can only be carried on at\na loss;\n(f) whenever circumstances arise that, in the opinion of the Court,\nmake it just and equitable that the partnership be dissolved.\n(2) An application for an order under subsection (1)(a) may be made\non behalf of the partner by a person having title to intervene as by\nany other partner.\n","sortOrder":37},{"sectionNumber":"40","sectionType":"section","heading":"Rights of persons dealing with firm against apparent members","content":"40 Rights of persons dealing with firm against apparent members\nof firm\n(1) Where a person deals with a firm after a change in its constitution,\nthe person is entitled to treat all apparent members of the old firm\nas still being members until the person has notice of the change.\n(2) For the purposes of subsection (1), an advertisement in the Gazette\nand in a newspaper circulating in the area in which a firm carries on\nbusiness, as to a firm whose principal place of business is in the\nTerritory, is notice to a person who has not had dealings with the\nfirm before the date of the dissolution or change advertised.\n(3) The estate of a partner who dies or becomes bankrupt is not liable\nfor partnership debts contracted after the date of the partner's death\nor bankruptcy.\n(4) The estate of a partner who has retired and who was not known to\na person dealing with the firm to be a partner is not liable for\npartnership debts contracted after the date of the partner's\nretirement.\n","sortOrder":38},{"sectionNumber":"41","sectionType":"section","heading":"Right of partners to notify dissolution","content":"41 Right of partners to notify dissolution\n(1) On the dissolution of a partnership or the retirement of a partner, a\npartner must notify the dissolution or retirement:\n(a) in the Gazette; and\n\nPart 2 Partnerships generally\nDivision 4 Dissolution of partnership\nPartnership Act 1997 20\n(b) in a newspaper circulating in the area in which the firm carries\non business.\n(2) The partner may require the other partner or partners to agree, for\nthe purpose of subsection (1), in all necessary or proper acts (if\nany) that cannot be done without his or her or their agreement.\n","sortOrder":39},{"sectionNumber":"42","sectionType":"section","heading":"Continuing authority of partners for purposes of winding up","content":"42 Continuing authority of partners for purposes of winding up\n(1) After the dissolution of a partnership, the authority of a partner to\nbind the firm and the other rights and obligations of the partners\ncontinue notwithstanding the dissolution so far as is necessary to\nwind up the affairs of the partnership and to complete transactions\nbegun but not finished at the time of the dissolution, but not\notherwise.\n(2) A firm is in no case bound by the acts of a partner who has become\nbankrupt but this subsection does not affect the liability of a person\nwho has after the bankruptcy represented himself or herself or\nknowingly permitted himself or herself to be represented as a\npartner of the bankrupt.\n","sortOrder":40},{"sectionNumber":"43","sectionType":"section","heading":"Rights of partners as to application of partnership property","content":"43 Rights of partners as to application of partnership property\n(1) On the dissolution of a partnership, a partner is entitled, as against\nthe other partners in the firm and all persons claiming through them\nin respect of their interests as partners:\n(a) to have the property of the partnership applied in payment of\nthe debts and liabilities of the firm; and\n(b) to have the surplus assets applied in payment of what may be\ndue to the partners respectively after deducting what is due\nfrom them as partners to the firm.\n(2) For the purpose of subsection (1), a partner or his or her\nrepresentatives may, on the termination of the partnership, apply to\nthe court to wind up the business and affairs of the firm.\n","sortOrder":41},{"sectionNumber":"44","sectionType":"section","heading":"Apportionment of premium where partnership prematurely","content":"44 Apportionment of premium where partnership prematurely\ndissolved\nWhere one partner has paid a premium to another on entering into\na partnership for a fixed term and the partnership is dissolved\nbefore the expiration of the term, otherwise than by the death of a\npartner, the Supreme Court may order the repayment of the\npremium or of a part of it as it thinks just, having regard to the terms\nof the partnership contract and to the length of time the partnership\nhas continued, unless:\n\n","sortOrder":42},{"sectionNumber":"Part 2","sectionType":"part","heading":"Partnerships generally","content":"Part 2 Partnerships generally\nDivision 4 Dissolution of partnership\nPartnership Act 1997 21\n(a) the dissolution is, in the opinion of the Court, wholly or chiefly\ndue to the misconduct of the partner who paid the premium; or\n(b) the partnership has been dissolved by an agreement that does\nnot contain a provision for a return of any part of the premium.\n","sortOrder":43},{"sectionNumber":"45","sectionType":"section","heading":"Rights where partnership dissolved for fraud or","content":"45 Rights where partnership dissolved for fraud or\nmisrepresentation\nWhere a partnership contract is rescinded on the ground of the\nfraud or misrepresentation of one of the partners, a partner entitled\nto rescind the contract is, without prejudice to any other right,\nentitled:\n(a) to a lien on, or right of retention of, the surplus of the\npartnership assets, after satisfying the partnership liabilities for\nany sum of money paid by the partner for the purchase of a\nshare in the partnership and for any capital contributed by the\npartner;\n(b) to stand in the place of the creditors of the firm for any\npayments made by the partner in respect of the partnership\nliabilities; 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\nfirm.\n","sortOrder":44},{"sectionNumber":"46","sectionType":"section","heading":"Share of profits made after dissolution","content":"46 Share of profits made after dissolution\n(1) Where a partner dies or otherwise ceases to be a partner and the\nsurviving or continuing partners carry on the business of the firm\nwith its capital or assets without any final settlement of accounts as\nbetween the firm and the outgoing partner or his or her estate, then,\nin the absence of an agreement to the contrary, the outgoing\npartner or his or her estate is entitled, at his or her option or the\noption of his or her representatives:\n(a) to the share of the profits made since the dissolution as the\nSupreme Court may find to be attributable to the use of his or\nher share of the partnership assets; or\n(b) to interest at the rate of 7% per annum on the amount of his or\nher share of the partnership assets.\n(2) Subsection (1) does not apply where by the partnership contract an\noption is given to surviving or continuing partners to purchase the\ninterest of a deceased or outgoing partner and the option is duly\nexercised except where a partner assuming to act in exercise of the\noption does not, in all material respects, comply with the terms of\n\nPart 3 Incorporated limited partnerships\nDivision 1 Preliminary matters\nPartnership Act 1997 22\nthe partnership agreement.\n","sortOrder":45},{"sectionNumber":"47","sectionType":"section","heading":"Retiring or deceased partner's share to be debt","content":"47 Retiring or deceased partner's share to be debt\nSubject to an agreement between the partners, the amount due\nfrom surviving or continuing partners to an outgoing partner or the\nrepresentative of a deceased partner, in respect of the outgoing or\ndeceased partner's share, is a debt accruing at the date of the\ndissolution or death.\n","sortOrder":46},{"sectionNumber":"48","sectionType":"section","heading":"Rule for distribution of assets on final settlement of accounts","content":"48 Rule for distribution of assets on final settlement of accounts\nIn settling accounts between the partners, after a dissolution of\npartnership, the following rules are, subject to any agreement, to be\nobserved:\n(a) losses, including losses and deficiencies of capital, are to be\npaid first out of profits, next out of capital and lastly, if\nnecessary, by the partners individually in the proportion in\nwhich they were entitled to share profits;\n(b) the assets of the firm, including the sums, if any, contributed\nby the partners to make up losses or deficiencies of capital,\nare to be applied in the following manner and order:\n(i) in paying the debts and liabilities of the firm to persons\nwho are not partners;\n(ii) in paying to a partner, rateably, what is due from the firm\nto the partner for advances as distinguished from capital;\n(iii) in paying to a partner, rateably, what is due from the firm\nto the partner in respect of capital;\n(iv) the residue, if any, is to be divided among the partners in\nthe proportion in which profits are divisible.\nPart 3 Incorporated limited partnerships\n","sortOrder":47},{"sectionNumber":"Div 1","sectionType":"division","heading":"Preliminary matters","content":"Division 1 Preliminary matters\n","sortOrder":48},{"sectionNumber":"49","sectionType":"section","heading":"Object","content":"49 Object\nThe object of this Part is to facilitate the making of venture capital\ninvestments in the Northern Territory.\n\nPart 3 Incorporated limited partnerships\nDivision 2 Formation of incorporated limited partnerships\nPartnership Act 1997 23\n","sortOrder":49},{"sectionNumber":"50","sectionType":"section","heading":"Application","content":"50 Application\nIf this Part is inconsistent with a provision of Part 1 or 2 in its\napplication to an incorporated limited partnership:\n(a) this Part prevails; and\n(b) the provision does not, to the extent of the inconsistency,\napply to the partnership.\nDivision 2 Formation of incorporated limited partnerships\n","sortOrder":50},{"sectionNumber":"51","sectionType":"section","heading":"Formation","content":"51 Formation\nAn incorporated limited partnership is formed on its registration.\n","sortOrder":51},{"sectionNumber":"52","sectionType":"section","heading":"Nature of incorporated limited partnership","content":"52 Nature of incorporated limited partnership\n(1) An incorporated limited partnership:\n(a) is a corporation with perpetual succession and legal\npersonality separate from its partners; 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 must be kept as the partnership directs and may\nonly be used as authorised by the partnership.\n","sortOrder":52},{"sectionNumber":"53","sectionType":"section","heading":"Requirements about partners","content":"53 Requirements about partners\n(1) An incorporated limited partnership must have:\n(a) at least one general partner but not more than 20 general\npartners; and\n(b) at least one limited partner.\n(2) Any of the following may be a general partner or limited partner:\n(a) a natural person;\n(b) a partnership;\n(c) an incorporated body.\n(3) For subsection (1)(a), if a general partner is a partnership, the\nnumber of partners in that partnership that do not have limited\nliability as partners under the law of the place where it is formed\nmust be counted as general partners.\n\nPart 3 Incorporated limited partnerships\nDivision 2 Formation of incorporated limited partnerships\nPartnership Act 1997 24\n(4) To avoid doubt:\n(a) the number of partners in a partnership referred to in\nsubsection (3) may be worked out in accordance with one or\nmore applications of that subsection; and\n(b) an entity must be counted only once for subsection (3) if it is a\npartner in more than one partnership; and\n(c) if a partner in a partnership is counted, the partnership itself\nmust not be counted.\n","sortOrder":53},{"sectionNumber":"54","sectionType":"section","heading":"Partnership agreement","content":"54 Partnership agreement\n(1) There must be a written agreement between the partners in an\nincorporated limited partnership (the partnership agreement) that\nsets out the interests, rights and obligations of the partners.\n(2) On the partnership's registration, the partnership agreement has\neffect as a contract between the partnership and the partners.\n","sortOrder":54},{"sectionNumber":"55","sectionType":"section","heading":"Who may apply for registration","content":"55 Who may apply for registration\n(1) Either of the following may apply for the registration of an\nincorporated limited partnership:\n(a) the partnership proposed to be registered;\n(b) the proposed partners in the proposed incorporated limited\npartnership.\n(2) The application may only be made in any of the following\ncircumstances:\n(a) the partnership referred to in subsection (1)(a) is a VCLP,\nAFOF or VCMP;\n(b) a general partner in the partnership referred to in\nsubsection (1)(a) intends to apply for the registration of the\npartnership under the Venture Capital Act 2002 (Cth) as a\nVCLP or AFOF;\n(c) a proposed general partner in the proposed partnership\nreferred to in subsection (1)(b) intends to apply for the\nregistration of the partnership under the Venture Capital\nAct 2002 (Cth) as a VCLP or AFOF;\n\nPart 3 Incorporated limited partnerships\nDivision 2 Formation of incorporated limited partnerships\nPartnership Act 1997 25\n(d) the partners in the partnership referred to in subsection (1)(a)\nintend to meet the requirements in section 94D(3) of the\nIncome Tax Assessment Act 1936 (Cth) for the partnership's\nrecognition as a VCMP;\n(e) the proposed partners in the proposed partnership referred to\nin subsection (1)(b) intend to meet the requirements in\nsection 94D(3) of the Income Tax Assessment Act 1936 (Cth)\nfor the partnership's recognition as a VCMP;\n(f) any other circumstance prescribed by the Regulations.\n","sortOrder":55},{"sectionNumber":"56","sectionType":"section","heading":"Application for registration","content":"56 Application for registration\n(1) An application for the registration must be made to the\nCommissioner in the approved form.\n(2) The applicant must give the Commissioner any additional\ninformation required by the Commissioner.\n(3) Without limiting subsection (1), the approved form must require the\nfollowing to be included in the application:\n(a) for an application by a partnership referred to in\nsection 55(1)(a):\n(i) the signature of each partner in the partnership or a\nperson authorised to make the application on behalf of\nthe partnership and its partners; and\n(ii) the partnership's firm name; and\n(iii) the full address of the proposed principal office in the\nTerritory of the partnership;\n(b) for an application by the proposed partners in a proposed\npartnership referred to in section 55(1)(b):\n(i) the signature of each proposed partner; and\n(ii) the proposed firm name of the proposed partnership;\nand\n(iii) the full address of the proposed principal office in the\nTerritory of the proposed partnership;\n(c) the following particulars about the name of each partner or\nproposed partner (as the case may be):\n(i) the full name of the partner or proposed partner;\n\nPart 3 Incorporated limited partnerships\nDivision 2 Formation of incorporated limited partnerships\nPartnership Act 1997 26\n(ii) if the partner or proposed partner is a partnership – its\nfirm name or the full name of each of its partners;\n(d) the following particulars about the address of each partner or\nproposed partner (as the case may be):\n(i) for a natural person – 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 – the partnership's registered office or\nprincipal place of business;\n(e) a statement as to whether each partner or proposed partner\n(as the case may be) is, or is proposed to be, a general\npartner or limited partner;\n(f) a statement as to whether each partner or proposed partner\n(as the case may be) is a partnership;\n(g) for an application in the circumstance covered by\nsection 55(2)(a) – a copy of a document evidencing the status\nof the partnership as a VCLP, AFOF or VCMP;\n(h) for an application in the circumstance covered by\nsection 55(2)(b), (c), (d) or (e) – a statement of the intention\nreferred to in that section;\n(i) for an application in the circumstance covered by\nsection 55(2)(f) – a statement setting out the circumstance.\n","sortOrder":56},{"sectionNumber":"57","sectionType":"section","heading":"Registration","content":"57 Registration\n(1) The Commissioner must register a partnership or proposed\npartnership as an incorporated limited partnership if an application\nfor the registration is made under section 56.\n(2) The registration is made when the Commissioner records the\ninformation in the application (the registered information) in the\nregister.\n(3) However, the Commissioner may record a firm name only if the\nCommissioner considers the firm name would be eligible for\nregistration as a business name under the Business Names\nRegistration Act 2011 (Cth).\n\nPart 3 Incorporated limited partnerships\n","sortOrder":57},{"sectionNumber":"Div 2","sectionType":"division","heading":"Formation of incorporated limited partnerships","content":"Division 2 Formation of incorporated limited partnerships\nPartnership Act 1997 27\n","sortOrder":58},{"sectionNumber":"58","sectionType":"section","heading":"Register","content":"58 Register\n(1) The Commissioner must establish and maintain a register of\nincorporated limited partnerships.\n(2) The Commissioner may correct errors and omissions in the\nregister.\n(3) The register must be available for public inspection at reasonable\ntimes.\n","sortOrder":59},{"sectionNumber":"59","sectionType":"section","heading":"Changes of registered information","content":"59 Changes of registered information\n(1) Within 7 days after a change has occurred to a matter in the\nregistered information of an incorporated limited partnership, a\nstatement setting out the change and signed by all the general\npartners in the partnership, or a general partner authorised by those\npartners, must be given to the Commissioner.\n(2) The statement must:\n(a) be in the approved form; and\n(b) contain the information prescribed by the Regulations.\n(3) The Commissioner must, on the basis of the statement, change the\nregistered information if the statement is given under this section.\n(4) Each general partner in the partnership commits an offence if\nsubsection (1) is contravened.\nMaximum penalty: If the offender is a natural person –\n20 penalty units.\nIf the offender is a body corporate –\n100 penalty units.\n(5) It is a defence to a prosecution for the offence if the general partner\nproves that:\n(a) the general partner did not know about the contravention; and\n(b) reasonable precautions and appropriate diligence had been\nexercised to avoid the contravention.\n","sortOrder":60},{"sectionNumber":"60","sectionType":"section","heading":"Certificate of registration","content":"60 Certificate of registration\n(1) The Commissioner may, on the application of a person, give the\napplicant a certificate of registration of an incorporated limited\npartnership.\n\nPart 3 Incorporated limited partnerships\nDivision 3 Powers and liabilities of partnership\nPartnership Act 1997 28\n(2) The Commissioner must give the general partners in an\nincorporated limited partnership a certificate of registration each\ntime when:\n(a) the partnership is registered; or\n(b) a correction in the register is made in relation to the\npartnership; or\n(c) the registered information of the partnership is otherwise\nchanged.\n(3) A certificate of registration of an incorporated limited partnership:\n(a) is a certificate about the partnership's registration and its\nregistered information as at the time when the certificate is\ngiven; and\n(b) must be in the approved form.\n(4) A matter stated in a certificate of registration is evidence about that\nmatter.\n","sortOrder":61},{"sectionNumber":"62","sectionType":"section","heading":"Preparatory acts do not create partnership","content":"62 Preparatory acts do not create partnership\nAnything done for an application by the proposed partners referred\nto in section 55(1)(b) does not of itself create a partnership between\nthem.\nDivision 3 Powers and liabilities of partnership\n","sortOrder":62},{"sectionNumber":"63","sectionType":"section","heading":"Powers of partnership","content":"63 Powers of partnership\n(1) An incorporated limited partnership has:\n(a) the legal capacity and powers of a natural person; and\n(b) the powers of a corporation.\n(2) Without limiting subsection (1), the partnership has the powers to:\n(a) create, confer, vary or cancel interests in the partnership; and\n(b) carry on its business; and\n(c) enter into contracts or otherwise acquire rights or liabilities;\nand\n(d) acquire, hold or dispose of property; and\n\nPart 3 Incorporated limited partnerships\nDivision 3 Powers and liabilities of partnership\nPartnership Act 1997 29\n(e) appoint agents and attorneys, and act as an agent for other\npeople; and\n(f) form, and participate in the formation of, corporations; and\n(g) participate in partnerships, trusts, joint ventures, other\nassociations and other arrangements for the sharing of profits;\nand\n(h) do anything else it is authorised to do under this Part or the\npartnership agreement.\n(3) The partnership agreement may limit the partnership's powers.\n","sortOrder":63},{"sectionNumber":"64","sectionType":"section","heading":"Relationship between partners","content":"64 Relationship between partners\n(1) Subject to sections 66 and 67, this section has effect in relation to\nan incorporated limited partnership.\n(2) None of the following is an agent of a limited partner in the\npartnership:\n(a) the partnership or a general partner in the partnership;\n(b) an officer, employee, agent or representative of the\npartnership or a general partner in the partnership.\n(3) An act of a person referred to in subsection (2)(a) or (b) does not\nbind a limited partner in the partnership.\n(4) A limited partner in the partnership is not an agent of, or a fiduciary\nfor, the partnership or another partner in the partnership.\n(5) An act of a limited partner in the partnership does not bind the\npartnership or another partner in the partnership.\n(6) To avoid doubt, subsections (2) to (5) do not prevent or limit an\nagreement between a partner (the first entity) and another partner\nor the partnership (the second entity) under which:\n(a) the first entity binds the second entity by acting as its agent; or\n(b) the partnership binds the first entity by acting as a partner's\nagent.\n(7) Any consent or authority that may be given by one or more partners\nin a partnership under this Act may be given by a general partner in\nthe partnership.\n(8) The operation of subsection (7) may be varied by an agreement in\nthe partnership.\n\nPart 3 Incorporated limited partnerships\nDivision 3 Powers and liabilities of partnership\nPartnership Act 1997 30\n(9) A limited partner, as that limited partner, may not be a party to any\nproceeding commenced in a court or tribunal by or against the\npartnership except for any proceeding:\n(a) commenced by the partnership against the limited partner; or\n(b) commenced by the limited partner against the partnership.\n(10) For this section, a reference to a general partner that is a\npartnership includes a reference to each partner in that partnership.\n","sortOrder":64},{"sectionNumber":"65","sectionType":"section","heading":"Liability of limited partners","content":"65 Liability of limited partners\n(1) Subject to sections 66 and 67, a limited partner in an incorporated\nlimited partnership is not liable for the partnership's liabilities or the\nliabilities of a general partner in the partnership.\n(2) However, this section does not prevent the satisfaction of a liability\nof the partnership or general partner by:\n(a) a contribution of the limited partner; or\n(b) the enforcement of an obligation of the limited partner to make\nsuch a contribution.\n","sortOrder":65},{"sectionNumber":"66","sectionType":"section","heading":"Limited partners not to take part in management","content":"66 Limited partners not to take part in management\n(1) A limited partner in an incorporated limited partnership must not\ntake part in managing the partnership's business.\n(2) However, to the extent to which the partner is authorised by the\npartnership agreement to do so, the partner may:\n(a) access, inspect or copy the partnership's books or records;\nand\n(b) examine the state or prospects of the partnership's business;\nand\n(c) advise, or consult with, any partners in the partnership in\nrelation to the state or prospects of the partnership's business.\n(3) In addition, the limited partner is liable as a general partner in the\npartnership for any loss or injury caused by the partner to a person\nother than a partner in the partnership if:\n(a) the loss or injury is a direct result of a wrongful act (including\nomission) of the limited partner in taking part in managing the\npartnership's business; and\n\nPart 3 Incorporated limited partnerships\nDivision 3 Powers and liabilities of partnership\nPartnership Act 1997 31\n(b) at the time of the act the person has reasonable grounds to\nbelieve that the limited partner was a general partner in the\npartnership.\n(4) The operation of this section must not be varied by the partnership\nagreement or any other agreement between the partners.\n(5) For this section, a reference to the limited partner includes a\nreference to a person acting for the limited partner.\n","sortOrder":66},{"sectionNumber":"67","sectionType":"section","heading":"Circumstances in which limited partner not regarded as taking","content":"67 Circumstances in which limited partner not regarded as taking\npart in management\n(1) For section 66, the limited partner must not be regarded as taking\npart in managing the partnership's business only because one or\nmore of subsections (2) to (12) apply.\n(2) This subsection applies if the partner is employed or engaged by:\n(a) the partnership; or\n(b) a general partner in the partnership; or\n(c) an associate of a general partner in the partnership.\n(3) This subsection applies if the partner:\n(a) gives advice to or for any of the following entities:\n(i) the partnership;\n(ii) a general partner in the partnership;\n(iii) an associate of a general partner in the partnership; and\n(b) the advice is given in the proper performance of functions\narising:\n(i) from the engagement of the partner in a professional\ncapacity; or\n(ii) from business dealings between the partner and an\nentity referred to in paragraph (a).\n(4) This subsection applies if the partner gives a guarantee or\nindemnity in relation to a liability of:\n(a) the partnership; or\n(b) a general partner in the partnership; or\n\nPart 3 Incorporated limited partnerships\nDivision 3 Powers and liabilities of partnership\nPartnership Act 1997 32\n(c) an associate of a general partner in the partnership.\n(5) This subsection applies if the partner takes any action, or\nparticipates in any action taken by other limited partners, for the\npurposes of:\n(a) enforcing the limited partner's rights as the limited partner; or\n(b) safeguarding the limited partner's interests as the limited\npartner.\n(6) This subsection applies if the partner exercises a power under the\npartnership agreement for:\n(a) a meeting of the partnership; or\n(b) a resolution of some or all of the partners in the partnership.\n(7) This subsection applies if the partner exercises a power referred to\nin section 66(2)(a), (b) or (c) under that section.\n(8) This subsection applies if the partner:\n(a) advises or consults with an associate of the partnership; or\n(b) is, or acts as, an officer, director, security holder, partner,\nagent or representative of an associate of the partnership; or\n(c) is, or acts as, a person employed or engaged by an associate\nof the partnership; or\n(d) is, or acts as, a lender to, or fiduciary for, an associate of the\npartnership.\n(9) This subsection applies if the partner, as authorised by the\npartnership agreement:\n(a) participates in, or has or exercises a right in relation to, the\nappointment, removal or nomination of a person as a member\nof a committee; and\n(b) the committee has functions that relate to one or more of the\nfollowing proposals from a general partner in the partnership:\n(i) a proposal involving a material change in the nature of\nthe partnership's business (including a change in any\ninvestment guidelines, policies or conditions relating to\nthe business);\n\nPart 3 Incorporated limited partnerships\nDivision 3 Powers and liabilities of partnership\nPartnership Act 1997 33\n(ii) a proposal for the adoption of a method for valuing some\nor all of the partnership's assets (including any changes\nto the existing method);\n(iii) a proposal for an extension or reduction in the period in\nwhich, under the partnership agreement, an investment\ncan be made by the partnership;\n(iv) a proposal for an approval or disapproval of an\ninvestment that the partnership does not otherwise have\na right to make;\n(v) a proposal for an actual or potential transaction or\nanything else involving an actual or potential conflict of\ninterest;\n(vi) a proposal relating to an actual or potential transaction,\ncontract, arrangement or understanding between one or\nmore partners in the partnership (or any of their\nassociates) and the partnership or a general partner in\nthe partnership (or any of their associates);\n(vii) a proposal for the delegation, waiver, release or variation\nof an authority, right, duty or obligation of the general\npartner;\n(viii) a proposal for the appointment, or approval under the\npartnership agreement, of anyone as a senior executive\nof the general partner or an associate of the general\npartner.\n(10) This subsection applies if the partner:\n(a) nominates, selects, investigates, evaluates or negotiates with\nanyone in relation to the removal or replacement of a general\npartner in the partnership; or\n(b) participates in the work of a committee that relates to the\nnomination, selection, appointment, change in control or\nownership, suspension, replacement or removal of:\n(i) a general partner in the partnership; or\n(ii) an associate of a general partner in the partnership.\n(11) This subsection applies if the partner takes, or participates in, an\naction for the registration, or maintaining the registration, of the\npartnership or a general partner in the partnership as a VCLP or\nAFOF.\n\nPart 3 Incorporated limited partnerships\nDivision 3 Powers and liabilities of partnership\nPartnership Act 1997 34\n(12) This subsection applies if:\n(a) the partnership is a VCMP; and\n(b) the partner takes any action for the partnership in the capacity\nof a partner, or an associate of a partner, in the VCMP.\n(13) This section does not imply that the limited partner must be\nregarded as taking part in managing the partnership's business if:\n(a) the partner does anything in relation to the conduct of that\nbusiness; and\n(b) none of subsections (2) to (12) applies.\n(14) The operation of this section must not be varied:\n(a) by the partnership agreement; or\n(b) with the consent of the partners in the partnership (whether or\nnot given under the partnership agreement).\n(15) For this section, a reference to the limited partner includes a\nreference to a person acting for the limited partner.\n","sortOrder":67},{"sectionNumber":"68","sectionType":"section","heading":"Associates","content":"68 Associates\n(1) An associate of a general partner includes any of the following:\n(a) anyone who has an interest in the general partner;\n(b) anyone to whom the general partner has delegated a power or\nfunction in relation to a partnership in which the general\npartner is a general partner;\n(c) if the general partner or a person covered by paragraph (a)\nor (b) is a corporation – a related body corporate of the\ncorporation;\n(d) a director, officer, employee, agent, representative or security\nholder of the general partner or of a person covered by\nparagraph (a), (b) or (c).\n(2) An associate of a limited partner includes any of the following:\n(a) anyone who has an interest in the limited partner;\n(b) if the limited partner or a person covered by paragraph (a) is a\ncorporation – a related body corporate of that corporation;\n\nPart 3 Incorporated limited partnerships\nDivision 3 Powers and liabilities of partnership\nPartnership Act 1997 35\n(c) a director, officer, employee, agent, representative or security\nholder of the limited partner or a person covered by\nparagraph (a), or (b).\n(3) An associate of an incorporated limited partnership includes:\n(a) an entity in which the partnership has an interest; and\n(b) a related body corporate of that entity.\n(4) In this section:\ninterest, in a partner or partnership, includes an interest as a\nsecurity holder, trustee, responsible entity, manager, custodian,\nsubcustodian, nominee, administrator, executor or legal personal\nrepresentative.\npartner, includes, if that partner is another partnership, a partner in\nthat other partnership.\nrelated body corporate has the same meaning as in section 9 of\nthe Corporations Act 2001.\nsecurities has the same meaning as in section 92(3) of the\nCorporations Act 2001.\nsecurity holder, in relation to a body, includes a holder of\nsecurities in or of the body.\n","sortOrder":68},{"sectionNumber":"69","sectionType":"section","heading":"Difference between partners","content":"69 Difference between partners\n(1) A difference arising from an ordinary matter that is connected with\nan incorporated limited partnership's business must be decided by\na majority of the general partners in the partnership.\n(2) The operation of subsection (1) may be varied with the consent of\nall the partners in the partnership.\n","sortOrder":69},{"sectionNumber":"70","sectionType":"section","heading":"Change in partners","content":"70 Change in partners\n(1) A limited partner (the transferor) in an incorporated limited\npartnership may transfer all or part of that partner's interest in the\npartnership to an entity (the transferee) with:\n(a) the consent of the general partners in the partnership; and\n(b) the agreement of the transferee.\n(2) If all the interest is transferred, the transferee replaces the\ntransferor as a limited partner in the partnership.\n\nPart 3 Incorporated limited partnerships\nDivision 3 Powers and liabilities of partnership\nPartnership Act 1997 36\n(3) If part of the interest is transferred and that interest is or includes\nany of the transferor's legal interest in the partnership, the\ntransferee becomes a limited partner in the partnership in relation to\nso much of that legal interest as is transferred.\n(4) An entity may be admitted as a partner in the partnership without\nthe consent of any limited partner in the partnership.\n(5) The operation of this section may be varied with the consent of all\nof the partners in the partnership.\n","sortOrder":70},{"sectionNumber":"71","sectionType":"section","heading":"Change in status of partners","content":"71 Change in status of partners\n(1) A general partner in an incorporated limited partnership that\nbecomes a limited partner in the partnership is liable for any liability\nincurred by the partnership before the partner becomes the limited\npartner:\n(a) to the extent to which the partnership cannot satisfy the\nliability; or\n(b) to a greater extent provided by the partnership agreement.\n(2) A limited partner in the partnership that becomes a general partner\nin the partnership is not liable for any liability of the partnership:\n(a) that was incurred before the partner becomes the general\npartner; and\n(b) for which the partner was not liable while being a limited\npartner.\n","sortOrder":71},{"sectionNumber":"72","sectionType":"section","heading":"Liability arising outside Territory","content":"72 Liability arising outside Territory\n(1) A limited partner in an incorporated limited partnership may only be\nliable for a liability incurred by the partnership for an act that\noccurred outside the Territory if the partner would be liable under\nthis Act for such a liability had the act occurred in the Territory.\n(2) For subsection (1), a reference to an act includes a reference to:\n(a) the conduct of the partnership's business; or\n(b) an act (including omission) of:\n(i) the partnership; or\n(ii) a general partner or limited partner in the partnership; or\n(iii) an officer, employee or agent of the partnership or a\ngeneral partner in the partnership.\n\nPart 3 Incorporated limited partnerships\n","sortOrder":72},{"sectionNumber":"Div 3","sectionType":"division","heading":"Powers and liabilities of partnership","content":"Division 3 Powers and liabilities of partnership\nPartnership Act 1997 37\n","sortOrder":73},{"sectionNumber":"73","sectionType":"section","heading":"Corresponding laws","content":"73 Corresponding laws\n(1) The Regulations may prescribe a law of a State, another Territory\nor another jurisdiction (including a foreign country) that provides for\nthe limitation of a partner in a partnership to be a corresponding\nlaw.\n(2) In addition, any other law of a State, another Territory or another\njurisdiction (including a foreign country) that substantially\ncorresponds to the provisions in this Act that relate to incorporated\nlimited partnerships is a corresponding law.\n","sortOrder":74},{"sectionNumber":"74","sectionType":"section","heading":"Partnership formed under corresponding laws","content":"74 Partnership formed under corresponding laws\n(1) A partner in a partnership formed under a corresponding law may\nonly be liable for a liability incurred by the partnership for an act that\noccurred in the Territory if the partner would be liable under that law\nhad the act occurred in the place where the partnership was\nformed.\n(2) For subsection (1), a reference to an act includes a reference to:\n(a) the conduct of the partnership's business; or\n(b) an act (including omission) of:\n(i) the partnership; or\n(ii) a partner in the partnership; or\n(iii) an officer, employee or agent of the partnership or a\npartner in the partnership.\n75 Effect of sections 72 and 74\n(1) To avoid doubt, sections 72 and 74 do not imply that a limited\npartner in an incorporated limited partnership:\n(a) has any liability; or\n(b) would, apart from those sections, have any liability,\nfor an act occurred outside the Territory that the limited partner\nwould not have if the act had occurred in the Territory.\n(2) In subsection (1):\nact has the same meaning as in section 72 or 74 (as the case\nrequires).\n\nPart 3 Incorporated limited partnerships\nDivision 4 Winding up\nPartnership Act 1997 38\nDivision 4 Winding up\n","sortOrder":75},{"sectionNumber":"76","sectionType":"section","heading":"Assets","content":"76 Assets\nFor this Division, a reference to the assets of an incorporated\nlimited partnership that is being wound up is a reference to its\nremaining assets after the satisfaction of all its liabilities and the\ncosts for the winding up.\n","sortOrder":76},{"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 it\nmay be wound up voluntarily – in accordance with the\nagreement; or\n(b) otherwise – subject to the agreement, by a special resolution\nof the limited partners in the partnership.\n(2) On the voluntary winding up of the partnership, its assets:\n(a) must be dealt with in accordance with the partnership\nagreement if the agreement sets out how they are to be dealt\nwith on a voluntary winding up; or\n(b) otherwise – must be distributed among the partners in shares\nproportionate to their respective contribution of capital or\nproperty to the partnership.\n(3) A person aggrieved by the operation of subsection (2) may apply to\nthe Supreme Court for an order for the disposal or distribution of the\nassets.\n(4) On the application, the Supreme Court may make any order the\nCourt considers appropriate for the disposal or distribution of the\nassets.\n","sortOrder":77},{"sectionNumber":"78","sectionType":"section","heading":"Winding up on certificate","content":"78 Winding up on certificate\n(1) The Commissioner may, by notice given to an incorporated limited\npartnership, require it to show cause why it should not be wound\nup.\n(2) The Commissioner may do so if the Commissioner considers:\n(a) the partnership has stopped carrying on business; or\n(b) none of the partners in the partnership is a limited partner; or\n(c) the partnership exists for an illegal purpose; or\n\nPart 3 Incorporated limited partnerships\nDivision 4 Winding up\nPartnership Act 1997 39\n(d) the partnership's registration was obtained by a mistake or\nfraud; or\n(e) the partnership:\n(i) is registered on the basis that it is, or intended to be, a\nVCLP, AFOF or VCMP; and\n(ii) has stopped being, or has not within 2 years after its\nregistration, become a VCLP, AFOF or VCMP.\n(3) The Commissioner may issue a certificate for the winding up\n28 days after giving the notice or at a later time.\n(4) The Commissioner may issue the certificate only if the\nCommissioner is satisfied the partnership:\n(a) should be wound up at that time; and\n(b) has not shown cause why it should not be wound up.\n(5) The Commissioner must:\n(a) as soon as possible after issuing the certificate:\n(i) publish a notice of the certificate in the Gazette; and\n(ii) give a notice of the certificate to the partnership; and\n(b) as soon as possible after giving the notice referred to in\nparagraph (a)(ii), record in the register that the notice has\nbeen given.\n(6) The Commissioner must give a notice under subsection (1)\nor (5)(a)(ii) by:\n(a) serving it on the partnership at its registered office; or\n(b) if serving it at the registered office is not reasonably\npracticable – publishing it in a newspaper circulating generally\nin the Territory.\n","sortOrder":78},{"sectionNumber":"79","sectionType":"section","heading":"Review of certificate","content":"79 Review of certificate\n(1) A person whose interests are affected by a decision to issue the\ncertificate may apply to the Supreme Court, within 28 days after the\nnotice referred to in section 78(5)(a)(ii) is given, for a review of the\ndecision.\n(2) The operation of the certificate is suspended until the application is\nwithdrawn or the review is decided.\n\nPart 3 Incorporated limited partnerships\nDivision 4 Winding up\nPartnership Act 1997 40\n(3) In deciding the application, the Supreme Court may:\n(a) confirm the decision; or\n(b) set aside the decision and cancel the certificate.\n(4) This section does not prevent the Commissioner cancelling the\ncertificate at any time after the application for the review is made.\n","sortOrder":79},{"sectionNumber":"80","sectionType":"section","heading":"Procedure for winding up on certificate","content":"80 Procedure for winding up on certificate\n(1) The Commissioner must appoint a person (including a general\npartner in the partnership or a person who is not a registered\nliquidator for the Corporations Act 2001) to be the liquidator for the\nwinding up.\n(2) The liquidator:\n(a) must, within 10 days after the appointment, publish a notice of\nthe appointment in a newspaper circulating generally in the\nTerritory; and\n(b) must give the prescribed security for the winding up; and\n(c) is entitled to receive fees set by the Commissioner.\n(3) The winding up must begin within:\n(a) 28 days after the notice referred to in section 78(5)(a)(ii) is\ngiven; or\n(b) if the Supreme Court confirms the decision to issue the\ncertificate under section 79 – 28 days after the confirmation.\n(4) The winding up must be completed by the day:\n(a) stated in a notice given by the Commissioner to the\npartnership; and\n(b) at least 60 days after the giving of the notice.\n(5) The reasonable costs of the winding up are payable out of the\npartnership property.\n","sortOrder":80},{"sectionNumber":"81","sectionType":"section","heading":"Distribution of assets","content":"81 Distribution of assets\n(1) On the winding up of the partnership, its assets:\n(a) must be dealt with in accordance with the partnership\nagreement if the agreement sets out how they are to be dealt\nwith on its winding up on a certificate by the Commissioner; or\n\nPart 3 Incorporated limited partnerships\nDivision 4 Winding up\nPartnership Act 1997 41\n(b) otherwise – must be distributed among the partners in shares\nproportionate to their respective contribution of capital or\nproperty to the partnership.\n(2) A person aggrieved by the operation of subsection (1) may apply to\nthe Supreme Court for an order for the disposal or distribution of the\nassets.\n(3) On the application, the Supreme Court may make any order the\nCourt considers appropriate for the disposal or distribution of the\nassets.\n82 Application of Corporations Act 2001\n(1) The winding up of an incorporated limited partnership is declared to\nbe an excluded matter for section 5F of the Corporations Act 2001\nin relation to Part 5.7 of that Act.\n(2) Part 5.7 of the Corporations Act 2001 applies to the partnership as\nif it were a Part 5.7 body within the meaning of section 9 of that Act,\nexcept:\n(a) the words \"or in the public interest\" are taken to be inserted in\nsection 583(c)(ii) of that Act after \"just and equitable\"; and\n(b) section 583(d) of that Act is taken to be omitted; and\n(c) with any other necessary changes; and\n(d) with any other changes prescribed by the Regulations.\n(3) The Australian Securities and Investments Commission:\n(a) may perform a function or exercise a power under Part 5.7 of\nthe Corporations Act 2001 as applied by subsection (2) in\naccordance with an agreement or arrangement referred to in\nsection 11(8) or (9A)(b) of the Australian Securities and\nInvestments Commission Act 2001 (Cth); and\n(b) is authorised to perform that function or exercise that power\nunder section 11 of that Act.\n(4) Unless a function or power under Part 5.7 as applied by\nsubsection (2) is conferred on the Australian Securities and\nInvestments Commission as referred to in subsection (3), that Part\napplies as if a reference in that Part to that Commission were a\nreference to the Commissioner.\n\nPart 3 Incorporated limited partnerships\n","sortOrder":81},{"sectionNumber":"Div 4","sectionType":"division","heading":"Winding up","content":"Division 4 Winding up\nPartnership Act 1997 42\n","sortOrder":82},{"sectionNumber":"83","sectionType":"section","heading":"Obligation to inform Commissioner","content":"83 Obligation to inform Commissioner\n(1) An incorporated limited partnership must give the Commissioner a\nnotice of the beginning of its winding up within 7 days after:\n(a) if a special resolution referred to in section 77(1)(b) is\npassed – the day on which it is passed; or\n(b) otherwise – the day on which the winding up begins.\n(2) The partnership must give the Commissioner a written notice\nstating the day of the completion of the winding up within 7 days\nafter that day.\n(3) The Commissioner must, as soon as practicable after receiving a\nnotice under subsection (1) or (2), record the receipt of the notice in\nthe register.\n(4) Each general partner in the partnership commits an offence if\nsubsection (1) or (2) is contravened.\nMaximum penalty: If the offender is a natural person –\n20 penalty units.\nIf the offender is a body corporate –\n100 penalty units.\n(5) It is a defence to a prosecution for the offence if the general partner\nproves that:\n(a) the general partner did not know about the contravention; and\n(b) reasonable precautions and appropriate diligence had been\nexercised to avoid the contravention.\n","sortOrder":83},{"sectionNumber":"84","sectionType":"section","heading":"Cancellation of registration","content":"84 Cancellation of registration\n(1) The Commissioner must, by notice in the Gazette, cancel an\nincorporated limited partnership's registration after it is wound up.\n(2) The partnership ceases to exist on the cancellation.\n(3) The Commissioner must record the cancellation in the register.\n\nPart 3 Incorporated limited partnerships\nDivision 5 Other matters\nPartnership Act 1997 43\nDivision 5 Other matters\n","sortOrder":84},{"sectionNumber":"85","sectionType":"section","heading":"Seal and execution of documents","content":"85 Seal and execution of documents\n(1) A court, judge or person acting judicially must:\n(a) take judicial notice of the seal of an incorporated limited\npartnership; and\n(b) presume it was properly affixed.\n(2) Despite any other law of the Territory, the partnership may execute\na document (including a deed) by the seal or the signature of a\ngeneral partner acting for the partnership.\n(3) Subsection (2) does not limit the ways in which the partnership may\nexecute a document.\n","sortOrder":85},{"sectionNumber":"86","sectionType":"section","heading":"Entitlement to make assumptions","content":"86 Entitlement to make assumptions\n(1) A person may make the assumptions in section 87 in relation to:\n(a) any dealings with an incorporated limited partnership; and\n(b) any dealings with an entity that has, or purports to have,\ndirectly or indirectly acquired property from the partnership.\n(2) If the person makes the assumption, the partnership or entity may\nnot assert that the assumption is incorrect in a proceeding relating\nto the dealings.\n(3) The assumption may be made even if a partner in the partnership,\nor a representative of the partner, acts fraudulently in relation to the\ndealings.\n(4) However, the person may not make the assumption if, at the time of\nthe dealings, the person knew or suspected that the assumption\nwas incorrect.\n","sortOrder":86},{"sectionNumber":"87","sectionType":"section","heading":"Assumptions","content":"87 Assumptions\n(1) This section has effect for the dealings referred to in section 86(1).\n(2) The partnership agreement may be assumed to have been\ncomplied with in relation to the dealings.\n\nPart 3 Incorporated limited partnerships\nDivision 5 Other matters\nPartnership Act 1997 44\n(3) If a person appears to be a general partner in the partnership on\nthe basis of information provided by the person that is registered\ninformation, the person may be assumed:\n(a) to be a general partner in the partnership; and\n(b) to have the authority to exercise the powers and perform the\nfunctions conferred on a general partner.\n(4) If a person is held out by the partnership to be a general partner in,\nor an agent of, the partnership, the person may be assumed:\n(a) to be a general partner in, or an agent of, the partnership (as\nthe case may be); and\n(b) to have the authority to exercise the powers and perform the\nfunctions usually conferred on the general partner or agent.\n(5) The general partners in, or agents of, the partnership may be\nassumed to be properly exercising their powers and performing\ntheir functions.\n(6) A document may be assumed to have been properly executed by\nthe partnership if its execution appears to have complied with\nsection 85.\n(7) If a general partner in, or an agent of, the partnership has the\nauthority to issue a document or a certified copy of a document for\nthe partnership, the general partner or agent may be assumed to\nhave the authority to warrant that it is genuine or a true copy (as the\ncase may be).\n","sortOrder":87},{"sectionNumber":"88","sectionType":"section","heading":"Identification of partnership","content":"88 Identification of partnership\n(1) A document issued by or for an incorporated limited partnership for\nits business must contain in legible letters its registered name,\nending with \"An Incorporated Limited Partnership\", \"L.P.\" or \"LP\".\n(2) A general partner in the partnership commits an offence for a\ndocument issued by or for the partnership that contravenes\nsubsection (1) if, when the document is issued, the person knows\nabout the contravention.\nMaximum penalty: If the offender is a natural person –\n100 penalty units.\nIf the offender is a body corporate –\n500 penalty units.\n\nPart 3 Incorporated limited partnerships\nDivision 5 Other matters\nPartnership Act 1997 45\n(3) A person commits an offence if the person issues or authorises the\nissue of a document that contravenes subsection (1).\nMaximum penalty: If the offender is a natural person –\n20 penalty units.\nIf the offender is a body corporate –\n100 penalty units.\n","sortOrder":88},{"sectionNumber":"89","sectionType":"section","heading":"Registered office","content":"89 Registered office\n(1) An incorporated limited partnership must keep an office at its\nregistered office for the receipt of communications addressed to it.\n(2) Each general partner in the partnership commits an offence if the\npartnership contravenes subsection (1).\nMaximum penalty: If the offender is a natural person –\n20 penalty units.\nIf the offender is a body corporate –\n100 penalty units.\n(3) It is a defence to a prosecution for the offence if the general partner\nproves that:\n(a) the general partner did not know about the contravention; and\n(b) reasonable precautions and appropriate diligence had been\nexercised to avoid the contravention.\n(4) The office must be open to the public during the hours prescribed\nby the Regulations.\n","sortOrder":89},{"sectionNumber":"90","sectionType":"section","heading":"Display of certificate of registration","content":"90 Display of certificate of registration\n(1) An incorporated limited partnership must display its certificate of\nregistration at all times in a conspicuous place at its registered\noffice.\n(2) Each general partner in the partnership commits an offence if the\npartnership contravenes subsection (1).\nMaximum penalty: If the offender is a natural person –\n20 penalty units.\nIf the offender is a body corporate –\n100 penalty units.\n\nPart 3 Incorporated limited partnerships\nDivision 5 Other matters\nPartnership Act 1997 46\n(3) It is a defence to a prosecution for the offence if the general partner\nproves that:\n(a) the general partner did not know about the contravention; and\n(b) reasonable precautions and appropriate diligence had been\nexercised to avoid the contravention.\n","sortOrder":90},{"sectionNumber":"91","sectionType":"section","heading":"Obligations to notify Commissioner","content":"91 Obligations to notify Commissioner\n(1) An incorporated limited partnership must give the Commissioner:\n(a) a notice in the approved form within one month after becoming\na VCLP, AFOF or VCMP; and\n(b) a notice in the approved form within 7 days after ceasing to be\na VCLP, AFOF or VCMP; and\n(c) a notice in the approved form as soon as practicable after\nceasing to carry on business.\n(2) Each general partner in an incorporated limited partnership\ncommits an offence if the partnership contravenes\nsubsection (1)(a), (b) or (c).\nMaximum penalty: If the offender is a natural person –\n20 penalty units.\nIf the offender is a body corporate –\n100 penalty units.\n(3) It is a defence to a prosecution for the offence if the general partner\nproves that:\n(a) the general partner did not know about the contravention; and\n(b) reasonable precautions and appropriate diligence had been\nexercised to avoid the contravention.\n","sortOrder":91},{"sectionNumber":"92","sectionType":"section","heading":"Service of documents","content":"92 Service of documents\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\nby post to, the partnership's registered office.\n(2) However, the document must be served on the partnership in\naccordance with a law of the Territory if that law specifies how it\nmust be served.\n\n","sortOrder":92},{"sectionNumber":"Part 3","sectionType":"part","heading":"Incorporated limited partnerships","content":"Part 3 Incorporated limited partnerships\n","sortOrder":93},{"sectionNumber":"Div 5","sectionType":"division","heading":"Other matters","content":"Division 5 Other matters\nPartnership Act 1997 47\n","sortOrder":94},{"sectionNumber":"93","sectionType":"section","heading":"Entry in register constitutes notice","content":"93 Entry in register constitutes notice\nA person dealing with an incorporated limited partnership is taken\nto have sufficient notice of the partnership's registered information.\n","sortOrder":95},{"sectionNumber":"94","sectionType":"section","heading":"Commissioner may require provision of information","content":"94 Commissioner may require provision of information\n(1) The Commissioner may, by notice given to an incorporated limited\npartnership, require it to give specified information to the\nCommissioner for monitoring compliance with this Part.\n(2) The partnership must give the information within:\n(a) a period specified in the notice that is at least 28 days after the\ndate of the notice; or\n(b) any additional period allowed by the Commissioner.\n(3) Each general partner in the partnership commits an offence if the\npartnership contravenes subsection (2).\nMaximum penalty: If the offender is a natural person –\n100 penalty units.\nIf the offender is a body corporate –\n500 penalty units.\n(4) It is a defence to a prosecution for the offence if the general partner\nproves that:\n(a) the general partner did not know about the contravention; and\n(b) reasonable precautions and appropriate diligence had been\nexercised to avoid the contravention.\n(5) This section does not affect the Commissioner's powers and\nfunctions under the Consumer Affairs and Fair Trading Act 1990.\n","sortOrder":96},{"sectionNumber":"95","sectionType":"section","heading":"Offences by partnerships","content":"95 Offences by partnerships\n(1) This section applies if:\n(a) a provision in this Part provides that a general partner in an\nincorporated limited partnership commits an offence; and\n(b) the general partner is a partnership (the second\npartnership).\n\nPart 4 Administration\nPartnership Act 1997 48\n(2) A reference to the general partner in that provision is taken to be a\nreference to:\n(a) if paragraph (b) does not apply – each partner in the second\npartnership; or\n(b) if a partner in the second partnership has limited liability for\nthe liabilities of that partnership under the law of the place\nwhere that partnership is formed – each partner in that\npartnership that does not have such limited liability.\n","sortOrder":97},{"sectionNumber":"96","sectionType":"section","heading":"Relationship with Corporations legislation","content":"96 Relationship with Corporations legislation\nThe Regulations may declare a matter dealt with by this Part to be\nan excluded matter for section 5F of the Corporations Act 2001 in\nrelation to any of the following:\n(a) the whole of the Corporations legislation to which Part 1.1A of\nthe Corporations Act 2001 applies;\n(b) a provision of the Corporations legislation that is specified in\nthe Regulations;\n(c) the Corporations legislation other than a provision specified in\nthe Regulations;\n(d) the Corporations legislation to the extent specified in the\nRegulations;\n(e) the Corporations legislation otherwise than to the extent\nspecified in the Regulations.\nPart 4 Administration\n","sortOrder":98},{"sectionNumber":"97","sectionType":"section","heading":"Secrecy","content":"97 Secrecy\n(1) This section applies to a person who is, or has been, the\nCommissioner or a person employed or engaged in the\nadministration of this Act.\n(2) The person commits an offence if:\n(a) the person:\n(i) records any information (protected information)\nobtained because of the performance of a function or\nexercise of a power under this Act; or\n\n","sortOrder":99},{"sectionNumber":"Part 4","sectionType":"part","heading":"Administration","content":"Part 4 Administration\nPartnership Act 1997 49\n(ii) directly or indirectly discloses protected information to\nanother person; and\n(b) the recording or disclosure is not part of the performance of a\nfunction or exercise of a power under a law in force in the\nTerritory.\nMaximum penalty: If the offender is a natural person –\n100 penalty units.\nIf the offender is a body corporate –\n500 penalty units.\n(3) Subsection (2) does not apply if the recording or disclosure:\n(a) is made with the consent of the person from whom the\ninformation was obtained; or\n(b) is made to a law enforcement agency (including the Police\nForce).\n(4) A person to whom this section applies is not required to disclose\nprotected information or produce any document containing\nprotected information to a court unless it is necessary to do so for a\nlaw in force in the Territory.\n(5) A reference in subsection (4) to a court includes a reference to\nanyone who may require the production of documents or the\nanswering of questions.\n","sortOrder":100},{"sectionNumber":"98","sectionType":"section","heading":"Approved forms","content":"98 Approved forms\nThe Commissioner may approve forms for this Act.\n","sortOrder":101},{"sectionNumber":"99","sectionType":"section","heading":"Regulations","content":"99 Regulations\n(1) The Administrator may make regulations, not inconsistent with this\nAct, prescribing matters:\n(a) required or permitted by this Act to be prescribed; or\n(b) necessary or convenient to be prescribed for carrying out or\ngiving effect to this Act.\n(2) The Regulations may prescribe any of the following matters:\n(a) fees payable under this Act;\n(b) the waiver or refund of any of the fees;\n\nPart 5 Transitional matters for Partnership Act 1997\nPartnership Act 1997 50\n(c) the giving of information or document by an incorporated\nlimited partnership to the Commissioner;\n(d) the exemption of a person, matter or thing from a provision in\nthis Act;\n(e) a fine for an offence against the Regulations not exceeding:\n(i) if the offender is a natural person – 100 penalty units; or\n(ii) if the offender is a body corporate – 500 penalty units.\nPart 5 Transitional matters for Partnership Act 1997\n","sortOrder":102},{"sectionNumber":"100","sectionType":"section","heading":"Repeal","content":"100 Repeal\nThe Partnership Act 1891 (No. 506 of 1891) of South Australia, in\nits application to the Territory as a law of the Territory, is repealed.\n","sortOrder":103},{"sectionNumber":"101","sectionType":"section","heading":"Savings","content":"101 Savings\n(1) In this section, repealed Act means the Act repealed by\nsection 100.\n(2) Except as is expressly or by necessary implication provided in this\nAct, all persons, things and circumstances appointed or created\nunder the repealed Act, or existing or continuing under the repealed\nAct, immediately before the commencement of this Act, continue,\nsubject to this Act, to have the same status, operation and effect as\nthey would have had if the repealed Act had not been repealed.\n(3) Without limiting subsection (2), the repeal of the repealed Act does\nnot affect the status, operation or effect of an order, appointment,\nnotice, consent, agreement, liability or right under the repealed Act.\n\nENDNOTES\nPartnership Act 1997 51\nENDNOTES\n1 KEY\nKey to abbreviations\namd = amended od = order\napp = appendix om = omitted\nbl = by-law pt = Part\nch = Chapter r = regulation/rule\ncl = clause rem = remainder\ndiv = Division renum = renumbered\nexp = expires/expired rep = repealed\nf = forms s = section\nGaz = Gazette sch = Schedule\nhdg = heading sdiv = Subdivision\nins = inserted SL = Subordinate Legislation\nlt = long title sub = substituted\nnc = not commenced\n","sortOrder":104},{"sectionNumber":"2","sectionType":"section","heading":"LIST OF LEGISLATION","content":"2 LIST OF LEGISLATION\nPartnership Act 1997 (Act No. 26, 1997)\nAssent date 2 June 1997\nCommenced 1 July 1997 (Gaz G25, 25 June 1997, p 3)\nCorporations Reform (Consequential Amendments NT) Act 2001 (Act No. 17, 2001)\nAssent date 29 June 2001\nCommenced 15 July 2001 (s 2, s 2 Corporations Act 2001 (Cth Act No. 50,\n2001) and Cth Gaz S285, 13 July 2001)\nLaw Reform (Gender, Sexuality and De Facto Relationships) Act 2003 (Act No. 1, 2004)\nAssent date 7 January 2004\nCommenced 17 March 2004 (Gaz G11, 17 March 2004, p 8)\nPartnership Amendment (Venture Capital Funds) Act 2006 (Act No. 9, 2006)\nAssent date 26 April 2006\nCommenced 21 June 2006 (Gaz G25, 21 June 2006, p 3)\nBusiness Names Act 2007 (Act No. 1, 2007)\nAssent date 8 March 2007\nCommenced 22 August 2007 (Gaz G34, 22 August 2007, p 7)\nJustice Legislation Amendment (Penalties) Act 2010 (Act No. 12, 2010)\nAssent date 20 May 2010\nCommenced 1 July 2010 (Gaz G24, 16 June 2010, p 2)\nBusiness Names (National Uniform Legislation) Implementation Act 2012 (Act No. 8,\n2012)\nAssent date 27 April 2012\nCommenced pts 3 and 4: 28 May 2012 (Cth proclamation F2012L00891:\n","sortOrder":105},{"sectionNumber":"19","sectionType":"section","heading":"April 2012) ; rem: 27 April 2012 (s 2)","content":"19 April 2012) ; rem: 27 April 2012 (s 2)\n\nENDNOTES\nPartnership Act 1997 52\nGuardianship of Adults Act 2016 (Act No. 15, 2016)\nAssent date 7 June 2016\nCommenced 28 July 2016 (Gaz S74, 27 July 2016, p 1)\nStatute Law Revision Act 2020 (Act No. 26, 2020)\nAssent date 19 November 2020\nCommenced 20 November 2020 (s 2)\n","sortOrder":106},{"sectionNumber":"3","sectionType":"section","heading":"GENERAL AMENDMENTS","content":"3 GENERAL AMENDMENTS\nGeneral amendments of a formal nature (which are not referred to in the table\nof amendments to this reprint) are made by the Interpretation Legislation\nAmendment Act 2018 (Act No. 22, 2018) to: ss 1 and 94.\n","sortOrder":107},{"sectionNumber":"4","sectionType":"section","heading":"LIST OF AMENDMENTS","content":"4 LIST OF AMENDMENTS\nss 3 – 4 sub No. 9, 2006, s 4\ns 5 amd No. 17, 2001, s 21\nsub No. 9, 2006, s 5\ns 6 amd No. 1, 2004, s 62; No. 9, 2006, s 6\ns 8 sub No. 9, 2006, s 7\nss 9 – 13 sub No. 9, 2006, s 8\ns 14 amd No. 17, 2001, s 21\nsub No. 9, 2006, s 8\nss 15 – 21 sub No. 9, 2006, s 8\ns 22 amd No. 9, 2006, s 9\ns 24 sub No. 9, 2006, s 10\ns 26 amd No. 9, 2006, s 11\ns 27 amd No. 9, 2006, s 12\ns 28 amd No. 9, 2006, s 13\ns 30 amd No. 9, 2006, s 14\ns 31 amd No. 9, 2006, s 15\ns 32 sub No. 9, 2006, s 16\ns 33 amd No. 9, 2006, s 17\ns 34 amd No. 9, 2006, s 18\ns 35 amd No. 9, 2006, s 19\ns 35A ins No. 9, 2006, s 20\ns 39 amd No. 15, 2016, s 117\npt 3 hdg ins No. 9, 2006, s 21\npt 3\ndiv 1 hdg ins No. 9, 2006, s 21\nss 49 – 50 ins No. 9, 2006, s 21\npt 3\ndiv 2 hdg ins No. 9, 2006, s 21\nss 51 – 56 ins No. 9, 2006, s 21\ns 57 ins No. 9, 2006, s 21\namd No. 1, 2007, s 68; No. 8, 2012, s 30\ns 58 ins No. 9, 2006, s 21\ns 59 ins No. 9, 2006, s 21\namd No. 12, 2010, s 3\ns 60 ins No. 9, 2006, s 21\ns 61 ins No. 9, 2006, s 21\nrep No. 8, 2012, s 30\ns 62 ins No. 9, 2006, s 21\n\nENDNOTES\nPartnership Act 1997 53\npt 3\ndiv 3 hdg ins No. 9, 2006, s 21\nss 63 – 75 ins No. 9, 2006, s 21\npt 3\ndiv 4 hdg ins No. 9, 2006, s 21\nss 76 – 82 ins No. 9, 2006, s 21\ns 83 ins No. 9, 2006, s 21\namd No. 12, 2010, s 3\ns 84 ins No. 9, 2006, s 21\npt 3\ndiv 5 hdg ins No. 9, 2006, s 21\nss 85 – 87 ins No. 9, 2006, s 21\nss 88 – 91 ins No. 9, 2006, s 21\namd No. 12, 2010, s 3\nss 92 – 93 ins No. 9, 2006, s 21\ns 94 ins No. 9, 2006, s 21\namd No. 12, 2010, s 3\nss 95 – 96 ins No. 9, 2006, s 21\npt 4 hdg ins No. 9, 2006, s 21\ns 97 ins No. 9, 2006, s 21\namd No. 12, 2010, s 3\nss 98 – 99 ins No. 9, 2006, s 21\npt 5 hdg sub No. 9, 2006, s 22\ns 100 renum No. 9, 2006, s 23\ns 101 renum No. 9, 2006, s 23\namd No. 26, 2020, s 3","sortOrder":108}],"analysis":{"kimi_summary":{"_metrics":{"completionTokens":743},"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":true,"description":"The Act began as a consolidation of partnership law (similar to 1890s UK Partnership Act) but was significantly expanded by the 2006 amendments to create a dedicated venture capital vehicle. Part 3 (Incorporated Limited Partnerships) now dominates the Act's bulk and complexity, transforming it from a general commercial law into a specialised investment structure statute with extensive tax law integration."},"complexity_factors":["Dual regime structure: ordinary partnerships vs incorporated limited partnerships with fundamentally different rules","47 defined terms in section 3 including cross-references to Commonwealth tax legislation (VCLP, AFOF, VCMP)","Extensive conditional logic in section 67 (12 subsections listing activities that do NOT count as 'taking part in management')","Mirror provisions throughout: most rules in Part 2 are duplicated with modifications for ILPs in Part 3","Cross-references to Corporations Act 2001 for winding up procedures (section 82) with declared 'excluded matters'","Nested exceptions: limited partner liability shields have multiple exceptions (sections 65–67)","Geographic liability rules (sections 72–75) creating complex conflict-of-laws scenarios","Registration and compliance obligations with criminal penalties (sections 59, 83, 88–91, 94)"],"plain_english_summary":"**What this Act does:**\n\nThis is the Northern Territory's main law governing how partnerships work. It covers two very different types of business arrangements:\n\n**1. Ordinary partnerships (Parts 1–2)**\n- A partnership exists when two or more people carry on a business together to make a profit.\n- **Key rules:** Partners can bind the firm to contracts; all partners are personally liable for the firm's debts; partners owe each other duties of honesty and must share profits/losses equally unless agreed otherwise.\n- **When it ends:** Partnerships dissolve automatically when a partner dies or goes bankrupt, or can be ended by agreement, court order, or simply giving notice.\n\n**2. Incorporated limited partnerships — ILPs (Part 3)**\n- These are special structures designed mainly for **venture capital investment** (backing new businesses with money).\n- **How they're different:** An ILP is a separate legal entity (like a company), not just a collection of individuals. It has:\n  - **General partners** — run the business and have unlimited liability\n  - **Limited partners** — invest money but cannot manage the business; their liability is limited to what they put in\n- **Critical rule:** If a limited partner starts managing the business, they can become personally liable for losses.\n- **Registration required:** ILPs must register with the Commissioner for Consumer Affairs and follow strict rules about names, offices, and reporting.\n\n**Why it matters:**\n- For ordinary businesses, this Act sets the default rules if partners don't have a written agreement.\n- For investors, ILPs offer a way to invest in Territory businesses with limited personal risk — but only if they stay hands-off.\n- The Act also interacts with Commonwealth tax laws (VCLP, AFOF, VCMP schemes) to encourage venture capital investment.\n\n**Who it affects:** Anyone in a partnership in the NT; investors considering venture capital structures; businesses dealing with partnerships."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"The Act replaced the older Partnership Act and broadened the statutory scheme by adding a distinct incorporated limited partnership form and a statutory registration and regulatory framework (see s 100 repeal and s 101 savings). Part 3 expressly creates incorporated limited partnerships with separate legal personality, partner classes and investor‑favourable features intended to facilitate venture capital investment (s 49; ss 51–57, 52, 53, 54). The addition introduces new administrative duties (registration, registered office, notifications — ss 56–60, 58, 59, 89–91), new limits on partner participation to preserve limited liability (ss 65–67), and a tailored winding up procedure linked to the Corporations Act (s 82). These changes extend the Act’s scope from regulating only ordinary partnerships to also providing a statutory vehicle for investment funds and related regulatory oversight."},"complexity_factors":["Dual regimes: separate rules for ordinary partnerships and incorporated limited partnerships (s 5; Part 3)","Number and length of cross‑referenced provisions across divisions (e.g. liability, agency, property, winding up — ss 9–16, 24–28, 76–84)","Interaction with federal law (Corporations Act 2001) and external registrations (s 82, s 57(3))","Detailed rules limiting limited partners' conduct and the long list of exceptions where management participation is permitted (ss 66–67)","Administrative discretion vested in the Commissioner (register, corrections, information‑requests, winding up certificates) with associated statutory procedures and appeal rights (ss 56–60, 58, 78–81, 79, 94)","Multiple penal and procedural obligations with short timeframes for notices and updates (e.g. 7‑day update in s 59(1), 7‑day winding up notices in s 83(1))","Statutory preservation of common law except where inconsistent (s 4) creating interpretive interplay between judge‑made law and the statute"],"plain_english_summary":"# What this law does, who it covers, and how it works\n\n- Mechanically, the Act sets out two parallel partnership regimes and rules for how partnerships operate, how partners relate to each other and to third parties, and how partnerships are wound up.\n  - It defines a partnership as people carrying on a business in common with a view to profit (s 5) and preserves common law and equitable rules except where this Act is inconsistent (s 4).\n  - For ordinary (non‑incorporated) partnerships the Act sets default rules about when a partnership exists (s 6), who can bind the firm (ss 9–11), partners’ joint and several liability for firm debts (s 13), rights and duties between partners (ss 23–35), treatment of partnership property (ss 24–27) and rules for dissolution and winding up (Div 4, ss 35A–48).\n  - Separately, Part 3 establishes an \"incorporated limited partnership\" regime that creates a partnership with a separate legal personality (s 52) and special registration, governance, disclosure and winding up rules (ss 51–84, 85–96).\n\n- Who it affects\n  - Individuals and entities carrying on business together in the Territory: ordinary partners (Parts 1–2) and participants in incorporated limited partnerships (Part 3) (s 5; Part 3 generally).\n  - General partners in incorporated limited partnerships: they act and bind the partnership and remain liable for partnership liabilities (ss 9(3)–(4), 13(2), 14(2)).\n  - Limited partners in incorporated limited partnerships: they get limited liability provided they do not take part in management (ss 65–66) but have specific procedural and disclosure obligations (ss 56–60, 59, 91).\n  - The Commissioner for Consumer Affairs: responsible for registering incorporated limited partnerships, maintaining the register, issuing certificates and (in some cases) winding up partnerships (ss 56–58, 60, 78–81, 94).\n\n- Why it matters (stated purpose and how that is achieved)\n  - The Act explicitly states that Part 3 aims to facilitate venture capital investments in the Territory (s 49). It achieves that mechanically by creating an incorporated limited partnership form with separate legal personality, limited partner protection, and a registration/notification regime intended for venture capital vehicles (ss 52, 53, 54, 55–57, 91).\n\n- Practical effects, incentives and trade‑offs (source‑grounded)\n  - Limited liability and investor appetite: By making an incorporated limited partnership a separate legal person with limited partner protection (ss 52, 65), the Act reduces investors’ legal exposure if they remain passive. That encourages passive capital providers to participate (s 49). However, limited partners must not take part in management to keep the protection (s 66); this creates an incentive to remain passive or to structure control through general partners or other arrangements (ss 66–67).\n  - Concentrated benefits vs compliance costs: The benefit of the incorporated limited partnership form is concentrated among investors and fund managers who use that structure for venture capital (s 49). The Act also imposes registration, reporting and office/notice obligations (ss 56–60, 58, 59, 89–91) and criminal or monetary penalties for some contraventions (e.g. ss 59(4), 88(2)–(3), 94(3)), so participants bear compliance costs and risk of penalties.\n  - Who pays legal liabilities and when: Ordinary partners remain jointly and severally liable for firm liabilities incurred while they are partners (s 13(1)). In an incorporated limited partnership, general partners remain liable to the partnership’s creditors (s 13(2)); limited partners are not liable for partnership liabilities except to the extent of any agreed contribution or where they act outside the limited role (ss 65, 66(3)). Estates of partners can be liable in certain circumstances (s 13(3)).\n  - Control and contractual freedom: The Act preserves contractual freedom by allowing partners to vary default rules by agreement (s 23) and by giving effect to a written partnership agreement for an incorporated limited partnership (s 54). But some statutory limits cannot be contracted out of — for example, limited partners must not participate in management (s 66) and the operation of s 67 (which lists circumstances where participation is not treated as management) cannot be varied by agreement (s 67(14)).\n  - Reliance on public information and administrative discretion: Third parties can rely on register entries and certificates (ss 57(2)–(3), 60(4), 86–87). The Commissioner has discretionary and administrative functions (establish and correct the register (s 58), require information (s 94), issue winding up certificates (s 78)) and may appoint liquidators (s 80). That central role creates a point where administrative action affects legal status and third‑party reliance.\n  - Interaction with federal law and winding up: The Act links the incorporated limited partnership winding up to Part 5.7 of the Corporations Act 2001, adapting it for the Territory (s 82) and allows regulation of excluded matters (s 96). This cross‑legislative treatment affects insolvency procedure and who exercises certain powers (s 82(3)–(4)).\n\n- Compliance burden and enforcement\n  - Registration and ongoing notifications: registration on application to the Commissioner (ss 56–57); updates to registered information within 7 days of change (s 59(1)); notifications about VCLP/AFOF/VCMP status and winding up (ss 55, 91, 83).\n  - Penalties: specified penalty units for breaches are included (e.g. ss 59(4), 88(2)–(3), 89(2), 90(2), 94(3)). Regulations may prescribe additional fees and fines (s 99(2)).\n  - Assumptions for dealings: third parties may assume that registered matters and partner authority are correct (ss 86–87); however the Act prevents making those assumptions where the person knew or suspected they were incorrect (s 86(4)).\n\n- Who decides and foreseeable behaviour changes\n  - The Commissioner decides registration, records and may require information or commence winding up processes (ss 57–58, 78, 94). The Supreme Court decides applications for dissolution of ordinary partnerships (s 39) and reviews certain Commissioner decisions (s 79).\n  - Behavioural responses likely to follow from the Act’s mechanics include: limited partners avoiding active management to preserve limited liability (ss 65–66); general partners accepting operational control and related liability (ss 9(3)–(4), 13(2)); businesses using the incorporated limited partnership form for venture capital or investment vehicles (s 49) subject to registration, disclosure and conduct constraints (ss 54, 56–59, 91).\n\n- Implementation risks and trade‑offs\n  - Administrative discretion and timing: the Commissioner’s ability to record, correct and require information (ss 57, 58(2), 94) means administrative decisions affect legal status and third‑party reliance. Delays or errors in the register may create legal uncertainty (ss 58, 86–87).\n  - Enforcement and compliance costs: regular reporting, registered office requirements and penalties (ss 59, 89–91, 94) create ongoing costs for partnerships and their partners.\n\nReference‑heavy summary: key source sections cited in the discussion include ss 4–6, 9–15, 23–35, 35A–48 (ordinary partnerships), and Part 3 (ss 49–96) for incorporated limited partnerships and administration (ss 56–60, 63–67, 70–75, 76–84, 86–94)."}},"importantCases":[],"_links":{"self":"/api/acts/partnership-act-1997","history":"/api/acts/partnership-act-1997/history","analysis":"/api/acts/partnership-act-1997/analysis","conflicts":"/api/acts/partnership-act-1997/conflicts","importantCases":"/api/acts/partnership-act-1997/important-cases","documents":"/api/acts/partnership-act-1997/documents"}}