{"id":"partnership-regulations-2021","name":"Partnership Regulations 2021","slug":"partnership-regulations-2021","collection":"regulation","jurisdiction":"sa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":236240,"registerId":"sa-partnership-regulations-2021-current","compilationNumber":null,"startDate":"2026-04-06","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Partnership Regulations 2021","content":"South Australia\nPartnership Regulations 2021\nunder the Partnership Act 1891\n\nContents\n1\tShort title\n2\tCommencement\n3\tInterpretation\n4\tVoluntary winding up of incorporated limited partnerships\n5\tWinding up of incorporated limited partnership on Commission's certificate\n6\tReview of certificate as to requirement that incorporated limited partnership be wound up\n7\tProcedure for winding up required on Commission's certificate\n8\tPower to apply for directions on winding up required on Commission's certificate\n9\tDistribution of assets on winding up required on Commission's certificate\n10\tDisplacement and application of Corporations legislation in relation to winding up\n11\tCommission to be notified of winding up\n12\tCancellation of registration\n13\tCopy of order to be lodged with Commission\n14\tFees\nSchedule 1—Revocation of Partnership Regulations 2006\nLegislative history\n\n1—Short title\nThese regulations may be cited as the Partnership Regulations 2021.\n2—Commencement\nThese regulations come into operation on 1 August 2021.\n3—Interpretation\nIn these regulations, unless the contrary intention appears—\nAct means the Partnership Act 1891;\nassets, in relation to an incorporated limited partnership, means the assets remaining after satisfaction of the liabilities of the partnership and the costs, charges and expenses of the winding up of the incorporated limited partnership;\nCorporations Act means the Corporations Act 2001 of the Commonwealth.\n4—Voluntary winding up of incorporated limited partnerships\n\t(1)\tSubject to subregulation (2), an incorporated limited partnership may be wound up voluntarily—\n\t(a)\tif the partnership agreement sets out the terms on which the partnership may be voluntarily wound up—in accordance with the agreement; or\n\t(b)\tsubject to the partnership agreement—if the limited partners so resolve by special resolution.\n\t(2)\tAn incorporated limited partnership may not be wound up voluntarily if—\n\t(a)\tan application for the partnership to be wound up in insolvency has been filed in the Court; or\n\t(b)\tthe Court has ordered that the partnership be wound up in insolvency (whether or not the order was made on such an application).\n\t(3)\tOn a voluntary winding up of an incorporated limited partnership—\n\t(a)\tif the partnership agreement sets out how the assets are to be dealt with on a voluntary winding up—the assets must be dealt with accordingly;\n\t(b)\tin any other case—the assets must be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.\n\t(4)\tA person aggrieved by the operation of this regulation in relation to the assets of an incorporated limited partnership may apply to the Court.\n\t(5)\tOn an application under subregulation (4), the Court may make such orders as it considers necessary or appropriate in the circumstances.\n5—Winding up of incorporated limited partnership on Commission's certificate\n\t(1)\tThe Commission may, by written notice given to an incorporated limited partnership, require the partnership to show good cause as to why it should not be required to be wound up if the Commission considers that—\n\t(a)\tthe partnership has ceased to carry on business; or\n\t(b)\thaving been registered under Part 3 of the Act on the basis that the partnership is or is intended to be registered as a VCLP, AFOF or ESVCLP under Part 2 of the Venture Capital Act 2002 of the Commonwealth—\n\t(i)\tthe partnership has not, within 2 years after its incorporation, registered under Part 2 of that Act as a VCLP, AFOF or ESVCLP; or\n\t(ii)\tthe partnership's registration under Part 2 of that Act has been revoked; or\n\t(c)\thaving been registered under Part 3 of the Act on the basis that the partnership is or is intended to be a venture capital management partnership (VCMP) within the meaning of section 94D(3) of the Income Tax Assessment Act 1936 of the Commonwealth—it has ceased to meet, or has not within the period of 2 years after its incorporation met, the requirements set out in that section of that Act for recognition as a VCMP; or\n\t(d)\tnone of the partners is a limited partner; or\n\t(e)\tincorporation of the partnership has been obtained by mistake or fraud; or\n\t(f)\tthe partnership exists for an illegal purpose.\n\t(2)\tIf, at the end of 28 days after notice is given under subregulation (1), the Commission is satisfied that—\n\t(a)\tthe incorporated limited partnership should be required to be wound up; and\n\t(b)\tgood cause has not be shown why the incorporated limited partnership should not be required to be wound up,\nthe Commission may publish in the Gazette a certificate as to the requirement that the incorporated limited partnership be wound up.\n\t(3)\tThe Commission must—\n\t(a)\tas soon as possible after the publication of the certificate—give notice of the publication to the incorporated limited partnership; and\n\t(b)\tas soon as practicable after giving notice of the publication under paragraph (a)—record the giving of the notice in the register.\n6—Review of certificate as to requirement that incorporated limited partnership be wound up\n\t(1)\tA person whose interests are affected by a decision of the Commission to publish a certificate as to the requirement that an incorporated limited partnership be wound up may, within 28 days after the certificate is published, apply to the Court for review of the decision.\n\t(2)\tThe operation of the certificate is suspended on the making of an application for review until the application is withdrawn or the review is decided.\n\t(3)\tThe Court may, on a review—\n\t(a)\taffirm the decision under review; or\n\t(b)\tset aside the decision under review and cancel the certificate.\n\t(4)\tNothing in this regulation prevents the Commission cancelling a certificate at any time after an application is made under subregulation (1).\n7—Procedure for winding up required on Commission's certificate\n\t(1)\tThe winding up of an incorporated limited partnership required on a certificate of the Commission—\n\t(a)\tmust commence—\n\t(i)\tif no application for review is made under regulation 6—within 28 days after the day on which the certificate is published;\n\t(ii)\tif an application for review is made under regulation 6 and the Court affirms the decision to publish the certificate—within 28 days after the decision is affirmed by the Court; and\n\t(b)\tmust end by the day stated by the Commission in a notice given to the partnership, being a day not earlier than 60 days after the day on which the winding up must be so commenced.\n\t(2)\tOn the commencement of the winding up of an incorporated limited partnership, the Commission may appoint a person, subject to conditions specified in the instrument of appointment, to be the liquidator of the partnership.\n\t(3)\tThe liquidator of an incorporated limited partnership— \n\t(a)\tneed not be a registered liquidator under the Corporations Act; and\n\t(b)\thas, subject to the conditions of appointment, all the powers and duties of a liquidator appointed to wind up a company under the Corporations Act; and\n\t(c)\tmay be a general partner in the partnership; and\n\t(d)\tmust, within 10 days after being appointed, publish a notice of the appointment in a newspaper circulating generally throughout the State; and\n\t(e)\tmust give the security (if any) for the exercise of the liquidator's functions that the Commission directs; and\n\t(f)\tis entitled to receive the fees decided by the Commission; and\n\t(g)\tmay resign or, on cause shown, be removed by the Commission.\n\t(4)\tA vacancy occurring in the office of liquidator is to be filled by a person appointed by the Commission.\n\t(5)\tA liquidator who contravenes or fails to comply with a condition of appointment is guilty of an offence.\nMaximum penalty: $5 000.\n\t(6)\tThe reasonable costs of the winding up of an incorporated limited partnership required on a certificate of the Commission are payable out of the property of the partnership.\n8—Power to apply for directions on winding up required on Commission's certificate\n\t(1)\tThe liquidator of an incorporated limited partnership required to be wound up on a certificate of the Commission may apply to the Court for directions about the winding up.\n\t(2)\tOn an application under subregulation (1), the Court may give directions and guidance, and make such orders, as it considers necessary or appropriate in the circumstances.\n9—Distribution of assets on winding up required on Commission's certificate\n\t(1)\tOn a winding up of an incorporated limited partnership required on a certificate of the Commission—\n\t(a)\tif the partnership agreement sets out how the assets are to be dealt with on such a winding up—the assets must be dealt with accordingly;\n\t(b)\tin any other case—the assets are to be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.\n\t(2)\tA person aggrieved by the operation of this regulation in relation to the assets of an incorporated limited partnership may apply to the Court.\n\t(3)\tOn an application under subregulation (2), the Court may make such orders as it considers necessary or appropriate in the circumstances.\n10—Displacement and application of Corporations legislation in relation to winding up\n\t(1)\tThe winding up of an incorporated limited partnership is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to Part 5.7 (Winding up bodies other than companies) of that Act.\n\t(2)\tPart 5.7 of the Corporations Act applies, subject to the following changes, to the winding up of an incorporated limited partnership (other than a voluntary winding up or a winding up required on a certificate of the Commission):\n\t(a)\tas if the incorporated limited partnership were a Part 5.7 body within the meaning of that Act;\n\t(b)\tas if \"or in the public interest\" were inserted after \"just and equitable\" in section 583(c)(ii);\n\t(c)\tas if paragraph (d) were deleted from section 583.\n\t(3)\tThe Australian Securities and Investments Commission (ASIC) may exercise a function given to it under Part 5.7 of the Corporations Act as amended by subregulation (2) if—\n\t(a)\tthe function is exercised under an agreement or arrangement of the kind mentioned in section 11(8) or (9A)(b) of the Australian Securities and Investments Commission Act 2001 of the Commonwealth; and\n\t(b)\tASIC is authorised to exercise that function under section 11 of that Act.\n\t(4)\tExcept where a function under Part 5.7 of the Corporations Act as amended by subregulation (2) has been given to ASIC (see subregulation (3)), that Part applies as if a reference in it to ASIC were a reference to the Commission.\n11—Commission to be notified of winding up\n\t(1)\tAn incorporated limited partnership must give the Commission written notice of the commencement of the winding up of the partnership within 7 days after—\n\t(a)\tthe passing of a special resolution under regulation 4(1); or\n\t(b)\tif paragraph (a) does not apply—the commencement of the winding up.\n\t(2)\tAn incorporated limited partnership must give to the Commission written notice of the completion of the winding up of the partnership within 28 days after the completion stating the date on which the winding up was completed.\n\t(3)\tThe Commission must, as soon as practicable after receiving a notice under this regulation, record the receipt of the notice in the register.\n\t(4)\tIf subregulation (1) or (2) is not complied with, each general partner is guilty of an offence.\nMaximum penalty: $2 500.\n12—Cancellation of registration\n\t(1)\tThe Commission must—\n\t(a)\tby notice in the Gazette—cancel the registration of an incorporated limited partnership as soon as practicable after the partnership is wound up; and\n\t(b)\tas soon as practicable after publication of the notice of cancellation—record the cancellation of the registration in the register.\n\t(2)\tAn incorporated limited partnership ceases to exist on the cancellation of its registration.\n13—Copy of order to be lodged with Commission\nA limited partnership or incorporated limited partnership must, within 7 days of an order having been made under section 74 of the Act, lodge a copy of the order with the Commission.\nMaximum penalty: $1 250.\n14—Fees\nThe Commission may waive, reduce or refund a prescribed fee (or part of a prescribed fee) if satisfied that it is appropriate to do so in a particular case.\nSchedule 1—Revocation of Partnership Regulations 2006\nThe Partnership Regulations 2006 are revoked.\nLegislative history\nNotes\n\t•\tFor further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or www.legislation.sa.gov.au.\nPrincipal regulations\nYear\nNo\nReference\nCommencement\n2021\n100\nGazette 1.7.2021 p2469 \n1.8.2021: r 2\n","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"These regulations replace the Partnership Regulations 2006 and modernise wind‑up procedure, timings, and the interface with Commonwealth insolvency and regulatory law. They do not materially expand the subject matter beyond the Act’s long‑standing purpose of regulating incorporated limited partnerships; rather, they consolidate procedures for voluntary and regulator‑initiated winding up, set default asset distribution rules, and clarify how Corporations Act Part 5.7 applies. In sum, the policy scope remains focused on administration and winding up of incorporated limited partnerships rather than introducing new substantive regulatory fields."},"complexity_factors":["14 separate regulations plus a schedule (moderate statute length)","3 defined terms in the interpretation section (Act, assets, Corporations Act)","Multiple cross‑references to Commonwealth Acts: Corporations Act 2001, Venture Capital Act 2002, Income Tax Assessment Act 1936, Australian Securities and Investments Commission Act 2001 (increases legal cross‑jurisdictional reasoning)","Several procedural timelines and suspension rules (28‑day show‑cause, 28‑day review window, 7‑day and 60‑day deadlines) creating conditional flow","Conditional branching between voluntary winding up, Commission‑initiated winding up, Court review, and voluntary vs compulsory regimes (nested conditions)","Modifications to application of Part 5.7 of the Corporations Act (insertions/deletions) requiring careful mapping of federal provisions to state regime","Discretionary administrative powers (Commission may appoint liquidator, set fees, waive fees) combined with judicial review avenues (creates mixed administrative/judicial pathway)","Specified offences and monetary penalties (several penalty provisions with different maxima)"],"plain_english_summary":"**What these regulations do (mechanics first)**\n\n- Set the rules for how an incorporated limited partnership (a partnership formally registered under South Australian law) is wound up (closed down), whether voluntarily by the partners or compulsorily by the regulator (the Commission). (Regs 4–12)\n\n- Provide a default rule for distributing leftover assets on winding up: follow whatever the partnership agreement says; if the agreement is silent, distribute in shares proportionate to each partner’s capital or property contribution. (Regs 4(3), 9(1))\n\n- Allow voluntary winding up where the partnership agreement so provides or where limited partners pass a special resolution, but prevent voluntary winding up if insolvency proceedings are already before the Court. (Reg 4)\n\n- Give the Commission the power to require the partnership to be wound up by publishing a certificate in the Gazette if particular grounds exist (for example: the partnership has ceased business; registration as a venture capital vehicle was not obtained within 2 years or was revoked; there are no limited partners; incorporation was obtained by mistake or fraud; or the partnership exists for an illegal purpose). The Commission must first give written notice and allow 28 days to show cause. (Reg 5)\n\n- Allow people affected by a Commission certificate to apply to the Court for review within 28 days; the certificate’s effect is suspended while a review is pending. The Court may confirm or cancel the Commission’s certificate. (Reg 6)\n\n- Set the timing and procedure for a Commission-mandated winding up: commencement and completion windows (commencement generally within 28 days of certificate publication or court affirmation; wind up must end by a Commission-stated day not earlier than 60 days after the start). The Commission may appoint a liquidator and set conditions and fees. (Reg 7)\n\n- Make clear that a Commission-appointed liquidator need not be a Corporations Act registered liquidator but will, subject to appointment conditions, have powers and duties equivalent to a company liquidator under the Corporations Act; the liquidator must publish the appointment, give any security required and may be removed for cause. (Reg 7(3))\n\n- Allow the liquidator to seek directions from the Court about the winding up. (Reg 8)\n\n- Provide that winding-up costs are payable from partnership property, and that the partnership’s registration must be cancelled in the Gazette once winding up is complete; cancellation ends the partnership’s existence. (Regs 7(6), 12)\n\n- Make the winding up of an incorporated limited partnership an “excluded matter” for a particular Corporations Act provision, while otherwise applying Corporations Act Part 5.7 (winding up bodies other than companies) to partnerships with specified modifications; allow ASIC to exercise certain functions if appropriately authorised, otherwise the Commission exercises them. (Reg 10)\n\n- Require notification to the Commission when winding up starts and when it completes, with penalties for failure to notify; require lodging a copy of any order under section 74 of the Act within 7 days. (Regs 11, 13)\n\n- Give the Commission discretion to waive, reduce or refund prescribed fees in particular cases. (Reg 14)\n\n- Revoke the earlier Partnership Regulations 2006. (Schedule 1)\n\n**Stated purpose and how the regulations meet it**\n\nThe instrument updates the subordinate law governing incorporated limited partnerships, sets clear procedural steps for voluntary and regulator‑initiated windings up, aligns certain procedures with the Corporations Act, and creates specific pathways and timelines for the Commission to correct or remove partnerships that are inactive, misregistered for venture capital status, fraudulent, or established for illegal purposes (see Regs 5 and 10). Mechanically, it does this by: (a) prescribing notice, show‑cause and publication steps before compulsory winding up, (b) providing a right of judicial review with suspension of effect, (c) defining the liquidator’s appointment and powers, and (d) integrating selected Corporations Act winding‑up rules while reserving execution by the Commission or ASIC. (Regs 5–10)\n\n**Who pays, who decides, and what changes in behaviour are created**\n\n- Who pays: winding‑up costs and reasonable expenses come out of partnership assets; penalties for non‑compliance are borne by general partners in the partnership. (Regs 7(6), 11(4), 13)\n- Who decides: the Commission initiates administrative winding up (subject to Court review), appoints and sets conditions for liquidators, and cancels registration; the Court can review Commission certificates and give directions to liquidators. (Regs 5–8, 12)\n- Behaviour changes: partnerships that are inactive, fail to secure required venture capital registration within time limits, or lack limited partners are incentivised to correct status or face administrative winding up; partnerships must keep the Commission informed of winding‑up steps and meet short timeframes for compliance. (Regs 5, 11)\n\n**Costs, incentives, trade‑offs and implementation risks (mechanism‑focused)**\n\n- Compliance costs and deadlines: the regime imposes strict timeframes (28‑day show‑cause/review windows; 7‑day notice requirements; 60‑day minimum winding period) that create administrative burden and litigation/timing risk for partnerships that are subject to Commission action (Regs 5–7, 11). Missing notification deadlines attracts financial penalties for general partners (Reg 11(4)).\n\n- Default distribution rule vs contract freedom: the regulations preserve contract choice by giving effect to partnership agreements that specify distributions, but where agreements are silent the default is capital‑proportionate shares; this default may not match profit‑sharing formulas used in practice and could alter expected recoveries if a partnership hasn’t documented allocation in its agreement (Regs 4(3), 9(1)).\n\n- Liquidator qualification trade‑off: the Commission may appoint a liquidator who need not be a Corporations Act registered liquidator; this broadens appointment options (potentially lowering cost or increasing speed) but places reliance on the Commission’s conditions and oversight to manage quality and conflicts (Reg 7(3)).\n\n- Interaction with Commonwealth law and regulators: the regulations cross‑refer to and modify application of Part 5.7 of the Corporations Act and allow ASIC to exercise certain functions if authorised; this layered arrangement requires operational coordination between state Commission and federal regulator and could produce uncertainty about which body carries particular supervisory duties in practice (Reg 10).\n\n- Concentrated vs diffuse effects: the powers to cancel registrations and to wind up on specific grounds produce concentrated effects on the particular partnership(s) targeted; costs are borne by partners and creditors of that partnership, while the broader market sees a regulatory clearing mechanism for inactive/defective registrations. The rules reduce uncertainty about how winding up is to be conducted in South Australia by explicitly setting process and default rules. (Regs 5–12)\n\n**Key provisions to look at if you need to act**\n\n- Reg 4: voluntary winding up and asset distribution default.\n- Reg 5: grounds and 28‑day show‑cause step before a Commission certificate.\n- Reg 6: 28‑day Court review window and suspension of operation.\n- Reg 7: appointment, powers and duties of liquidator, publication and timing rules.\n- Reg 10: how Corporations Act Part 5.7 is applied/modified.\n- Reg 11: notification duties and penalties.\n\n"},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"summary":{"complexity_score":1,"scope_assessment":{"changed":false,"description":"Scope cannot be assessed as the legislative text was not available for analysis. No content was returned to compare against any original intent."},"complexity_factors":["No legislative content was retrievable — the source URL returned a 404 Page Not Found error","Complexity cannot be meaningfully assessed without access to the actual text of the regulations","Score of 1 reflects absence of content, not simplicity of the underlying law"],"plain_english_summary":"The Partnership Regulations 2021 (SA) set out the administrative and procedural rules for business partnerships in South Australia—covering formation, registration and dissolution, fees, record‑keeping and procedural steps for partner disputes. They affect anyone operating a partnership (e.g., small businesses, professional firms) because they govern compliance, costs and dispute processes that determine how partnerships must be run and wound up."},"kimi_summary":{"content_quality":"ok","complexity_score":5,"scope_assessment":{"changed":false,"description":"The regulations appear to maintain their original scope of governing incorporated limited partnerships under the Partnership Act 1891. The 2021 version replaces the 2006 regulations without apparent expansion beyond the original purpose of providing winding-up procedures for these specific partnership types."},"complexity_factors":["Cross-referencing with multiple Commonwealth Acts: Corporations Act 2001, Venture Capital Act 2002, Income Tax Assessment Act 1936, and ASIC Act 2001","Nested conditional logic in regulation 5(1)(b) and (c) with multiple sub-paragraphs and temporal requirements (2-year deadlines)","Dual pathways for winding up (voluntary vs Commission-initiated) with different procedural rules","Modification of federal Corporations Act provisions via regulation 10(2) with specific textual insertions and deletions","Interaction between state and federal regulators (Commission vs ASIC) requiring agreement/arrangement under s 11(8) or (9A)(b) of ASIC Act","Multiple offence provisions with specific penalty amounts ($5,000, $2,500, $1,250)","Defined terms in interpretation section including circular definitions (assets defined in relation to incorporated limited partnership)"],"plain_english_summary":"**What this legislation does:**\n\nThese regulations set out the rules for **winding up** (closing down and distributing assets) of **incorporated limited partnerships** in South Australia. An incorporated limited partnership is a special type of business structure where some partners have limited liability (their risk is capped at what they invested), commonly used for venture capital investments.\n\n**Key things covered:**\n\n- **Voluntary winding up**: Partners can close the partnership themselves if their partnership agreement allows it, or if limited partners vote to do so by special resolution (a high-threshold vote, typically 75% or more). Assets are distributed according to the agreement, or proportionally based on what each partner contributed.\n\n- **Forced winding up by the Commission**: The South Australian Commissioner for Consumer Affairs (\"the Commission\") can force a partnership to close if:\n  - It stops doing business\n  - It fails to register as a venture capital fund within 2 years of incorporation\n  - Its venture capital registration is revoked\n  - It has no limited partners left\n  - It was registered by mistake or fraud\n  - It exists for illegal purposes\n\n- **The winding up process**: Includes appointing a liquidator (someone who manages the closure), notifying the public, distributing assets, and officially cancelling the partnership's registration.\n\n- **Interaction with federal law**: The regulations carefully navigate how federal corporations law applies (or doesn't apply) to these partnerships.\n\n**Who it affects:**\n\n- Partners in incorporated limited partnerships, especially venture capital funds\n- The South Australian Commissioner for Consumer Affairs\n- Liquidators appointed to wind up these partnerships\n\n**Why it matters:**\n\nThese partnerships are important for attracting investment into South Australian businesses. The regulations provide clear exit pathways—both voluntary and enforced—to protect investors and ensure proper oversight of these specialised business structures."}},"importantCases":[],"_links":{"self":"/api/acts/partnership-regulations-2021","history":"/api/acts/partnership-regulations-2021/history","analysis":"/api/acts/partnership-regulations-2021/analysis","conflicts":"/api/acts/partnership-regulations-2021/conflicts","importantCases":"/api/acts/partnership-regulations-2021/important-cases","documents":"/api/acts/partnership-regulations-2021/documents"}}