{"id":"nsw:sl-2017-0415","name":"Partnership Regulation 2017","slug":"partnership-regulation-2017","collection":"regulation","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"415 of 2017","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":177423,"registerId":"nsw-nsw:sl-2017-0415-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Name of Regulation","content":"#### 1 Name of Regulation\n\n1 Name of Regulation\n\n> This Regulation is the [Partnership Regulation 2017](/view/html/inforce/current/sl-2017-0415).","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> This Regulation commences on the day on which it is published on the NSW legislation website.\n> \n> Note.\n> \n> This Regulation repeals and replaces the [Partnership Regulation 2012](/view/html/repealed/current/sl-2012-0421), which would otherwise be repealed on 1 September 2017 by section 10 (2) of the [Subordinate Legislation Act 1989](/view/html/inforce/current/act-1989-146).","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> > (1) In this Regulation:\n> > \n> > Registrar has the same meaning as in Part 3 of the Act.\n> > \n> > the Act means the [Partnership Act 1892](/view/html/inforce/current/act-1892-012).\n> > \n> > Note.\n> > \n> > The Act and the [Interpretation Act 1987](/view/html/inforce/current/act-1987-015) contain definitions and other provisions that affect the interpretation and application of this Regulation.\n> \n> > (2) Notes included in this Regulation do not form part of this Regulation.","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Application for registration","content":"#### 4 Application for registration\n\n4 Application for registration\n\n> For the purposes of section 54 (2) (n) of the Act, the other particulars that must be included in a statement made for the purpose of applying for registration of a limited partnership are:\n> \n> > (a) the date and place of birth of each proposed partner, and\n> \n> > (b) the provisions, if any, that the proposed partners have agreed will apply should the proposed partnership be dissolved.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Declaration of limited partnership corresponding laws","content":"#### 5 Declaration of limited partnership corresponding laws\n\n5 Declaration of limited partnership corresponding laws\n\n> For the purposes of the definition of corresponding law in section 64 (1) of the Act, the laws relating to limited partnerships in force in the following jurisdictions are declared to be corresponding laws for the purposes of Part 3 of the Act:\n> \n> > (a) the jurisdictions of the United States of America specified in Part 1 of Schedule 1,\n> \n> > (b) the jurisdictions of Canada specified in Part 2 of Schedule 1.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Registered office of limited partnership","content":"#### 6 Registered office of limited partnership\n\n6 Registered office of limited partnership\n\n> For the purposes of section 76 (2) of the Act, the hours during which the registered office of a limited partnership is to be open and accessible to the public are the hours between 9 am and 5 pm on each day that is not a Saturday, Sunday or public holiday.","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Fees","content":"#### 7 Fees\n\n7 Fees\n\n> > (1) The fees payable under the Act are as set out in Schedule 2.\n> \n> > (2) The amount of a fee of a type specified in Column 2 of Schedule 2 is:\n> > \n> > > (a) in relation to a limited partnership—the amount specified opposite the type of fee concerned in Column 3 of Schedule 2, and\n> > \n> > > (b) in relation to an incorporated limited partnership—the amount specified opposite the type of fee concerned in Column 4 of Schedule 2.\n> \n> > (3) The Registrar:\n> > \n> > > (a) may waive the whole or any part of a fee that is payable in relation to a matter arising under Part 3 of the Act, or\n> > \n> > > (b) may refund the whole or any part of any such fee that has been paid,\n> > \n> > if, in the Registrar’s opinion, there are special circumstances that justify payment of the fee being waived or refunded.","sortOrder":6},{"sectionNumber":"8","sectionType":"section","heading":"Repeal and savings","content":"#### 8 Repeal and savings\n\n8 Repeal and savings\n\n> > (1) The [Partnership Regulation 2012](/view/html/repealed/current/sl-2012-0421) is repealed.\n> \n> > (2) Any act, matter or thing that, immediately before the repeal of the [Partnership Regulation 2012](/view/html/repealed/current/sl-2012-0421), had effect under that Regulation continues to have effect under this Regulation.","sortOrder":7},{"sectionNumber":"Schedule 1","sectionType":"schedule","heading":"Specified jurisdictions","content":"# Schedule 1 Specified jurisdictions\n\nSchedule 1 Specified jurisdictions\n\n(Clause 5)","sortOrder":8},{"sectionNumber":"Part 1","sectionType":"part","heading":"Specified jurisdictions of United States of America","content":"# Part 1 Specified jurisdictions of United States of America\n\nPart 1 Specified jurisdictions of United States of America\n\n| Alabama | Kentucky | Ohio |\n| Arizona | Maryland | Oklahoma |\n| Arkansas | Massachusetts | Oregon |\n| California | Michigan | Pennsylvania |\n| Colorado | Minnesota | Rhode Island |\n| Connecticut | Mississippi | South Carolina |\n| Delaware | Missouri | South Dakota |\n| District of Columbia | Montana | Tennessee |\n| Florida | Nebraska | Texas |\n| Georgia | Nevada | Utah |\n| Hawaii | New Hampshire | Virginia |\n| Idaho | New Jersey | Washington |\n| Illinois | New Mexico | West Virginia |\n| Indiana | New York | Wisconsin |\n| Iowa | North Carolina | Wyoming |\n| Kansas | North Dakota |  |","sortOrder":9},{"sectionNumber":"Part 2","sectionType":"part","heading":"Specified jurisdictions of Canada","content":"# Part 2 Specified jurisdictions of Canada\n\nPart 2 Specified jurisdictions of Canada\n\n| Quebec |  |  |","sortOrder":10},{"sectionNumber":"Schedule 2","sectionType":"schedule","heading":"Fees","content":"# Schedule 2 Fees\n\nSchedule 2 Fees\n\n(Clause 7)\n\n| Column 1 | Column 2 | Column 3 | Column 4 |\n| Item | Type of fee | Amount for limited partnership | Amount for incorporated limited partnership |\n| 1 | Fee to accompany statement under section 54 (1) of the Act (application for registration of a partnership) | $396 | $396 |\n| 2 | Fee to accompany statement under section 56 (1) of the Act (notification of change in relation to registered particulars of a partnership) | $35 | $35 |\n| 3 | Fee for inspection of Register of Limited and Incorporated Limited Partnerships under section 57 (3) of the Act | $21 per partnership inspected | $21 per partnership inspected |\n| 4 | Fee for issue under section 58 (2) of the Act, on application, of certificate as to formation of a partnership | $21 | $21 |\n| 5 | Fee for issue under section 58 (2) of the Act, on application, of certificate as to registered particulars of a partnership | $39 | $39 |\n| 6 | Fee to accompany document lodged under section 73E (1) of the Act (evidencing status as a VCLP, AFOF or ESVCLP) | Not applicable | $20 |\n| 7 | Fee to accompany statement lodged under section 73E (2) of the Act (that partnership is a venture capital management partnership) | Not applicable | $20 |\n| 8 | Fee to accompany notice lodged under section 73E (3) of the Act (notice as to revocation of registration as a VCLP, AFOF or ESVCLP or cessation of a venture capital management partnership) | Not applicable | $20 |\n| 9 | Fee to accompany notice lodged under section 73E (4) of the Act (notice as to cessation of business) | Not applicable | $20 |","sortOrder":11}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":2,"scope_assessment":{"changed":false,"description":"The regulation maintains its original narrow administrative purpose. It is a direct replacement of the 2012 regulation with substantially identical scope—updating fees, office hours, and recognised foreign jurisdictions without expanding into new substantive areas of partnership law."},"complexity_factors":["Very short document (8 clauses plus 2 schedules)","Only 2 defined terms in the interpretation section ('Registrar' and 'the Act')","Minimal cross-referencing (primarily to sections of the Partnership Act 1892)","Straightforward conditional logic limited to fee differentiation between partnership types","No nested exceptions or complex procedural requirements","Schedules consist of simple tabular data (jurisdiction lists and fee schedule)"],"plain_english_summary":"This regulation sets out the administrative rules for registering and managing **limited partnerships** and **incorporated limited partnerships** in New South Wales under the Partnership Act 1892.\n\n**What it does:**\n- **Registration requirements**: Specifies what information must be provided when applying to register a limited partnership, including each partner's date and place of birth, plus any agreed terms for dissolving the partnership.\n- **International recognition**: Declares which US states and Canadian provinces have 'corresponding laws' that NSW recognises for limited partnership purposes (essentially, which foreign limited partnership laws are treated as equivalent).\n- **Office hours**: Sets standard business hours (9am–5pm, weekdays excluding public holidays) when a limited partnership's registered office must be open to the public.\n- **Fees**: Establishes a schedule of fees for registration, changes to registered details, inspections of the register, and certificates. Different fees apply to limited partnerships versus incorporated limited partnerships. The Registrar can waive or refund fees in special circumstances.\n- **Transition**: Repeals the 2012 version of this regulation but ensures anything valid under the old rules remains valid under the new ones.\n\n**Who it affects:**\n- Businesses forming limited partnerships or incorporated limited partnerships in NSW\n- Foreign limited partnerships from specified US states and Quebec seeking recognition in NSW\n- The Registrar of limited partnerships (who administers the system)\n\n**Why it matters:**\nThis regulation provides the practical 'machinery' for the Partnership Act to work. Without it, businesses wouldn't know what details to submit, how much to pay, or what their ongoing obligations are. It also facilitates cross-border business by recognising equivalent partnership structures from major North American jurisdictions."},"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"},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"There is insufficient substantive content in the provided document to assess whether the regulation's scope changed from its original intent. The document contains only website metadata and status information. The regulation has had no amendments since commencement in August 2017, which suggests its scope has remained static."},"complexity_factors":["No substantive legal provisions are visible in the provided text — only website navigation and metadata","The regulation has never been amended, suggesting minimal complexity in its operation","Automatic repeal mechanism under Subordinate Legislation Act 1989 adds a minor administrative layer to understand","Relationship to parent Partnership Act 1892 requires cross-referencing to understand full context"],"plain_english_summary":"The Partnership Regulation 2017 (NSW) is a subordinate regulation under the Partnership Act 1892, made 11 August 2017. The published document contains almost no substantive provisions — largely website metadata rather than the regulation text.\n\nIt affects people and businesses operating as partnerships in NSW. Its scheduled automatic repeal on 1 September 2026 matters because the practical obligations or procedures it may have set out cannot be verified from the available document and could lapse unless renewed."},"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Regulation expressly repeals and replaces the Partnership Regulation 2012 (cl 2 and cl 8(1)) and states that acts or things having effect under the 2012 Regulation continue to have effect under this Regulation (cl 8(2)). The text does not itself identify any expansion of substantive subject‑matter beyond administrative, fee and recognition rules set out in cl 4–7 and the Schedules; therefore no clear widening of scope is evident from this instrument alone."},"complexity_factors":["Cross-reference to the Partnership Act 1892 and Interpretation Act 1987 for definitions and operation (cl 3(1)) — interpretation depends on external Acts.","Registration particulars requirement adds specific personal data points (date and place of birth) and dissolution provisions (cl 4) — increases compliance detail.","List of foreign jurisdictions declared as corresponding laws (cl 5; Schedule 1) — creates cross‑border recognition rules limited to specified US states and Quebec.","Prescribed public access hours for registered offices (cl 6) — operational requirement for parties maintaining a registered office.","Detailed fee schedule with separate columns for limited and incorporated limited partnerships (cl 7; Schedule 2) — creates discrete payment obligations and administrative categories.","Registrar discretion to waive or refund fees where ‘special circumstances’ exist (cl 7(3)) — introduces administrative discretion and potential variability in outcomes.","Commencement and repeal/savings mechanics (cl 2; cl 8(1)–(2)) — replaces the 2012 Regulation but preserves existing acts and effects, requiring attention to transitional status."],"plain_english_summary":"This Regulation sets administrative rules for registering and operating limited and incorporated limited partnerships in NSW: required registration particulars, a list of foreign jurisdictions treated as “corresponding laws”, public access hours for registered offices, filing and inspection fees, and the Registrar’s discretion to waive or refund fees. It repeals the 2012 Regulation and preserves prior acts’ effects."}},"importantCases":[],"_links":{"self":"/api/acts/partnership-regulation-2017","history":"/api/acts/partnership-regulation-2017/history","analysis":"/api/acts/partnership-regulation-2017/analysis","conflicts":"/api/acts/partnership-regulation-2017/conflicts","importantCases":"/api/acts/partnership-regulation-2017/important-cases","documents":"/api/acts/partnership-regulation-2017/documents"}}