sec.637Treatment of unincorporated partnerships

### sec.637 Treatment of unincorporated partnerships This Law (other than section 636 ) applies to an unincorporated partnership as if it were a corporation, but with the changes set out in this section. An obligation or liability that would otherwise be imposed on the partnership by this Law is imposed on each partner instead, but may be discharged by any of the partners. An amount that would be payable under this Law by the partnership is jointly and severally payable by the partners. An offence against a provision of this Law specified in column 2 of schedule 4 that would otherwise be committed by the partnership is taken to have been committed by each partner who knowingly authorised or permitted the conduct constituting the offence. Maximum penalty—the penalty for a contravention of the provision by an individual. Nothing in this section affects the application of any other law relating to the criminal liability of any persons (whether or not partners in the partnership) who are accessories to the commission of an offence or are otherwise involved in the contravention giving rise to an offence. Subsection (4) does not apply to a partner acting on a voluntary basis, whether or not the partner is reimbursed for the expenses incurred by the partner for carrying out activities for the partnership. For the purposes of this section, a change in the composition of the partnership does not affect the continuity of the partnership. sch s 637 sub 2013 No. 4 s 12 amd 2016 No. 65 s 104 ; 2018 No. 10 s 33 amd 2025 No. 26 s 129 (uncommenced amendment) (sec.637-ssec.1) This Law (other than section 636 ) applies to an unincorporated partnership as if it were a corporation, but with the changes set out in this section. (sec.637-ssec.2) An obligation or liability that would otherwise be imposed on the partnership by this Law is imposed on each partner instead, but may be discharged by any of the partners. (sec.637-ssec.3) An amount that would be payable under this Law by the partnership is jointly and severally payable by the partners. (sec.637-ssec.4) An offence against a provision of this Law specified in column 2 of schedule 4 that would otherwise be committed by the partnership is taken to have been committed by each partner who knowingly authorised or permitted the conduct constituting the offence. Maximum penalty—the penalty for a contravention of the provision by an individual. (sec.637-ssec.7) Nothing in this section affects the application of any other law relating to the criminal liability of any persons (whether or not partners in the partnership) who are accessories to the commission of an offence or are otherwise involved in the contravention giving rise to an offence. (sec.637-ssec.8) Subsection (4) does not apply to a partner acting on a voluntary basis, whether or not the partner is reimbursed for the expenses incurred by the partner for carrying out activities for the partnership. (sec.637-ssec.9) For the purposes of this section, a change in the composition of the partnership does not affect the continuity of the partnership.