Partnership Act 1891

The Act organises liability, capacity, registration and governance around a set of defined concepts. Those concepts determine who has decision power, who is exposed to creditors and third parties, and what information is treated as public.

• Partnership, firm and firm-name. "Partnership" is defined as persons carrying on a business in common with a view of profit (s 6(1)); persons who have entered into partnership are the "firm" and the name under which their business is carried on is the "firm-name" (ss 6(1A), 9). For limited and incorporated limited partnerships the firm-name is the registered name recorded in the Register (s 60(3)).
• General partner and limited partner. The Act distinguishes general partners, who manage and bind the partnership, from limited partners, whose liability is restricted if they comply with the Act’s conditions (s 4 definitions; ss 52-53). In a limited partnership a limited partner’s liability is limited to the amount recorded in the Register (s 66); in an incorporated limited partnership limited partners have no liability for partnership debts subject to specified exceptions (s 74).
• Incorporated limited partnership. This is a statutory entity that, on registration, acquires separate legal personality, perpetual succession and corporate-like powers, including suing and being sued in its firm-name (s 54(1)-(2), s 55). Incorporated limited partnerships must have a written partnership agreement (s 56).
• Register and Director. The Director (the Director of Consumer Affairs and Fair Trading; s 4 definition) maintains the Register of Limited Partnerships and Incorporated Limited Partnerships (s 63). Registration is constitutive: a limited or incorporated limited partnership is formed only on registration under this Part (s 51). Entries in the Register carry notice and evidentiary effects (ss 63(4), 64, 96).
• Partnership agreement. For incorporated limited partnerships the written partnership agreement is central: it defines partners’ rights and duties subject to the Act (s 56). The Act also allows adoption of model agreement forms prescribed by regulation (s 92).
• Agency and apparent authority. Ordinary partners and general partners are agents of the partnership for carrying on business (s 10(1), (3)). Acts done by a partner in the usual course of business bind the partnership unless the partner lacked authority and the third party knew that fact or did not know the actor was a partner (s 10(2), (4)).
• Liability rules. The Act sets out firm liability for wrongful acts by partners, misapplied trust property, and joint and several liability (ss 15-17). It also creates specific rules that limit or exclude liability for limited partners but preserve liability for general partners (ss 66-76).
• Management restrictions for limited partners. A limited partner must not take part in management, and participation in management can convert the partner’s exposure to that of a general partner (ss 79-80). The Act enumerates activities that do not count as taking part in management (s 79(3); s 80(3)).
• Identification and disclosure. Documents issued on behalf of a limited partnership or an incorporated limited partnership must include statutory identifying words (s 93). Registered offices must be maintained within Tasmania and the registration certificate displayed at the registered office (ss 94, 93(5)). Notices and documents may be served at the registered office (s 95).
• Interaction with federal and other state law. The Act cross-references and coordinates with the Corporations Act, the Business Names Act 1962 and Commonwealth venture capital and tax provisions for certain registrations and recognition (ss 6(2), 60(2), 58(3), 59(j)-(m), 65, 101). For winding-up, parts of the Corporations Act are applied by reference for incorporated limited partnerships (Schedule cl 7).

These concepts structure how rights and duties flow between partners, to third parties and to regulators. The Act distinguishes ordinary partnerships (governed largely by general law as preserved by s 5) from limited and incorporated limited partnerships (governed by the detailed registration regime in Part 3).

The Act allocates costs, obligations and risks across identifiable categories of actors. Identify who pays, who decides and who bears compliance burdens.

• General partners. General partners carry day-to-day management responsibilities and the principal exposure to partnership liabilities. For ordinary firms, every partner is liable jointly and severally for firm debts incurred while a partner (s 14(1)); for incorporated limited partnerships, general partners are so liable, but their liability may be limited to the partnership’s inability to satisfy debts or as the partnership agreement provides (s 14(2)-(3)). General partners must sign change-of-particulars statements and bear criminal penalties for non-compliance where specified (s 62(2), (6); s 91(7)). General partners also must ensure the registered office is maintained and display the certificate (ss 94, 93(5)-(6)).
• Limited partners. Limited partners are intended to be passive capital providers. Their liability is capped: in a limited partnership to the amount shown in the Register (s 66) and in an incorporated limited partnership they are not liable for partnership debts subject to s 80 and s 74. But limited partners who take part in management may lose the limitation and become liable as if they were general partners (s 79(2); s 80(2)). Limited partners must not contribute non-monetary contributions toward liabilities except as permitted by s 72 and, for limited partnerships, contributions must be money only toward debt discharge (s 72(1)).
• Prospective partners, including external partnerships and corporations. A corporation or another partnership may be a general or limited partner (s 52(2)-(3)). Where an external partnership or foreign-formed limited partnership is involved, the Act recognises external partnerships for composition and treats partners of the external partnership as relevant for counting limits (s 53(4)). External recognised limited partnerships may have their partner liability recognised in Tasmania subject to corresponding law provisions (s 70).
• Creditors and third parties dealing with the firm. Third parties who give credit on the faith of representations may hold a person liable as a partner under holding-out rules (s 19). They may also rely on the Register and certificates: an entry in the Register constitutes notice (s 96); a certificate of registration is conclusive evidence of formation and registered particulars subject to contrary proof (s 64(4)). Third parties are affected by the agency rules in s 10, which limit the circumstances in which a firm is bound by acts of a partner.
• The Director of Consumer Affairs and Fair Trading. The Director administers registration and the Register, which creates both administrative burdens and decision-making power: the Director registers partnerships (s 60(1)), may refuse registration for ineligible firm-names (s 60(2)), can correct the Register (s 63(5)), require information for compliance monitoring (s 99), and has powers in respect of winding-up incorporated limited partnerships under the Schedule (Schedule cl 3-7). The Director also issues certificates and fixes fees (ss 64, 100(2)(d)).
• Courts. Courts have power to dissolve partnerships on statutory grounds (s 40) and to wind up ordinary contractual or statutory arrangements. The Schedule grants the Court review rights where the Director issues winding-up certificates and provides for the Court to order disposal of assets or other relief (Schedule cl 4, cl 6).
• Regulatory and industry-specific participants. The Act interacts with Commonwealth venture capital regimes. Partnerships wishing to be VCLPs, AFOFs or ESVCLPs must indicate intent in registration and lodge evidence with the Director post-registration (ss 58(3), 59(j)-(m), 91(1)-(3)). This imposes timetables and reporting obligations on partnerships seeking those federal treatments.

Who pays. Liability for partnership debts generally falls on partners; special civil and criminal fines fall on general partners if the partnership fails to comply with lodging, display or registered-office requirements (ss 62(6), 85(1) penalty, 93(6), 94(3), 91(7), 99(3)). In incorporated limited partnerships certain fines attach to each general partner for failures by the partnership (s 91(7)). The partnership may be required to pay liquidator fees and winding-up costs where the Director issues a certificate requiring winding-up (Schedule cl 5(7)).

Who decides. The partnership agreement and the partners control internal arrangements to the extent the Act permits (s 24; s 56(2) for incorporated limited partnerships). For incorporated limited partnerships many consents may be given by or under the partnership agreement (s 57(4)-(5)). The Director decides on registration and may direct winding-up in prescribed circumstances under the Schedule (s 60(1)-(2); Schedule cl 3). Courts retain equitable and statutory supervisory powers (s 5; s 40; Schedule cl 4).

Compliance burdens are concentrated on general partners and on partnerships that choose the limited or incorporated limited forms. Those actors must register, keep accurate particulars, maintain a registered office, display certificates, and comply with information requests and change notices within tight timeframes (typically seven days for change notices; s 62(1); Schedule cl 8(1)-(2)). Limited partners must take care to avoid activities that would amount to management and negate their limited liability.

This section lists the principal statutory duties imposed on partners and the principal rights partners and third parties obtain under the Act, with section references.

Key duties

• Agency and binding acts. Every partner in an ordinary partnership is an agent for the partnership and others for the purpose of the business; acts done in the usual way bind the partnership unless the partner had no authority and the third party knew or did not know the actor was a partner (s 10(1)-(2)). The same rule applies to general partners in limited and incorporated limited partnerships (s 10(3)-(4)).
• Obey partnership agreement and statutory defaults. Partners’ mutual rights and duties are governed by agreement or by the statutory default rules (s 24; s 29 lists default rights such as equal share of profits, indemnity in ordinary conduct, right to participate in management, no remuneration for acting, access to books).
• Fiduciary duties and accounting. Partners must render true accounts and full information affecting the partnership to any partner or legal representatives (s 33(1)-(2)). All partners must account to the firm for any benefit derived without others’ consent from a transaction concerning the partnership (s 34(1)-(2)).
• Non‑competition and profit-accounting. A partner who, without consent, carries on competing business must account for and pay over profits so derived (s 35(1)).
• Property and trust obligations. Partnership property must be held and applied exclusively for partnership purposes (s 25(1)); misuse of money or property received from third parties requires the firm to make good the loss (s 16(1)-(2)). Special rules protect beneficial owners where a partner who is a trustee improperly employs trust property (s 18).
• Limited partnership registration and notification obligations. Applicants must provide the prescribed particulars in the statement to the Director (s 59(1)-(2)). If registered particulars change, a statement must be lodged within seven days and must be signed by all general partners (s 62(1)-(4)). Failure to lodge triggers criminal fines against general partners (s 62(6)). Incorporated limited partnerships must lodge notices in prescribed circumstances, for instance when VCLP status is acquired or lost, or upon cessation of business (s 91).
• Information and inspection duties. Incorporated limited partnerships must furnish information when required by the Director for monitoring compliance, within at least 28 days of notice (s 99(1)-(2)); failure attracts penalties against each general partner (s 99(3)). Limited partners and authorised persons have rights of access to books and records under s 79(4) and s 80(4).
• Identification and display duties. Documents issued by limited or incorporated limited partnerships must include statutory identifying words ("A Limited Partnership" or "An Incorporated Limited Partnership") at the end of the firm-name (s 93(2)-(3)). Certificates of registration must be displayed at the registered office at all times; failure by general partners is an offence (s 93(5)-(6)).

Key rights

• Right to rely on partner representations and Register entries. Third parties may assume the accuracy of public Register information and certificates: a certificate that records formation is conclusive evidence of formation and particulars recorded are, in the absence of contrary proof, conclusive (s 64(4)); an entry in the Register is sufficient notice of the fact to all dealing persons and is treated like a Gazette advertisement (s 96).
• Right to indemnity and reimbursement. The firm must indemnify partners for payments made and personal liabilities incurred in the ordinary and proper conduct of the business and for actions done to preserve partnership property (s 29(b)).
• Right to participate in management for ordinary partners and general partners. By default every partner may take part in management (s 29(e)), and differences as to ordinary matters may be decided by majority of partners (s 29(h)).
• Rights of assignees. An assignee of a partner’s interest is entitled to profit shares but does not gain management rights during the continuance of the partnership (s 36(1)).
• Limited liability protections. For limited partners in a limited partnership the partner’s liability is capped at the amount shown in the Register, and contributions reduce the cap to the unpaid balance (s 66(1)-(2)). For incorporated limited partnerships limited partners have no liability for partnership debts except as provided in s 74(2) and subject to s 80 and s 80(2) which preserves potential liability where limited partners participate in management or otherwise cause third parties to reasonably believe they are general partners.
• Rights under winding-up provisions. On dissolution, partners are entitled to have partnership property applied in payment of debts and then to surplus distribution per the statutory order of priorities (ss 44, 49). Incorporated limited partnerships have specific winding-up procedures and, in certain cases, may be wound up by Director’s certificate and liquidator appointment as set out in the Schedule.

Non‑varying statutory guarantees and limits

• Several statutory provisions cannot be supplanted by private agreement. Limitation on limited partner liability may not be varied by partnership agreement or consent (s 73). The prohibition on limited partners taking part in management and the protective carve-outs are non-derogable by agreement for limited partnerships and incorporated limited partnerships respectively (s 79(5); s 80(5)).

These duties and rights set the legal baseline for internal governance, capital structuring and third-party dealing with partnerships formed or registered under the Act.

The Act combines civil liability rules with a set of specified criminal or regulatory offences and administrative mechanisms. Below are the principal enforcement levers, the actors who may be fined or held criminally liable, and the statutory timeframes and remedies.

Monetary penalties and criminal offences

• Failure to lodge change-of-particulars within seven days. If s 62(1) is not complied with, each general partner of the limited partnership is guilty of an offence. The penalty is a fine not exceeding 10 penalty units (s 62(6)).
• Failure to lodge notices on dissolution or cessation. Under s 85(1) the general partners must lodge a notice of dissolution or cessation; non-compliance attracts a fine not exceeding 10 penalty units.
• Document identification and certificate display offences. Issuing documents without the required identifying words or knowingly allowing such issues is an offence; penalty up to 20 penalty units (s 93(4)). Failure to display the certificate of registration at the registered office also attracts a fine not exceeding 20 penalty units for each general partner (s 93(6)).
• Registered office obligations. Failure to keep an in-State registered office (s 94(1)) is an offence; penalty up to 10 penalty units for each general partner (s 94(3)). Regulations may prescribe hours of public accessibility (s 94(2)).
• False or misleading information. A person who provides the Director a document known to be false or misleading in a material particular under Part 3 commits an offence; penalty up to 10 penalty units (s 97).
• Duty to furnish information. Incorporated limited partnerships required to furnish information under s 99 must comply; failure attracts a penalty not exceeding 60 penalty units for each general partner (s 99(3)). The Director must provide at least 28 days’ notice and may allow an extension (s 99(1)).
• Other regulatory offences. Regulations may create offences and prescribe fines up to 20 penalty units and continuing-offence penalties of up to 10 penalty units per day (s 100(5)).

Civil liability and remedies

• Joint and several liability. Ordinary partners and general partners are jointly and severally liable for wrongful acts and misapplication of partnership property (ss 15-17). This creates joint and several civil exposure for creditor claims.
• Remedies for misapplication and trust-related losses. The firm is liable to make good losses caused by a partner who misapplied third-party money or property received in the usual course of business (s 16(1)-(2)). Trust property improperly employed by a trustee-partner has particular recovery rules that protect the beneficial owners (s 18).
• Charging of partner’s interest for separate judgment debt. A judgment creditor of a partner may apply to charge that partner’s interest in partnership property and appoint a receiver for that share of profits or other money due (s 28(2)). Note that s 28(4) excludes application of ss 28(2)-(3) to incorporated limited partnerships.
• Director’s administrative corrections. The Director may correct errors or omissions in the Register by inserting, amending or omitting entries if necessary; the Director must not omit an entry unless satisfied the whole entry was included in error (s 63(5)-(6)). Corrections are administrative but may have material legal effect because Register entries constitute notice (s 96).
• Refusal of registration. The Director must not register a partnership if the firm-name would not be eligible for registration as a business name under the Business Names Act 1962 (s 60(2)). Registration refusal is an administrative check on eligibility that affects commercial identity.
• Director power to require winding-up. Under the Schedule the Director may give notice to an incorporated limited partnership requiring it to show cause why it should not be wound up for specified reasons and may publish a certificate requiring winding-up in the Gazette (Schedule cl 3). That triggers statutory timeframes for the commencement and completion of winding-up, liquidator appointment powers and a right of review by the Court (Schedule cl 3-5).
• Court powers. Courts may decree dissolution on statutory grounds (s 40) and, under the Schedule, review Director decisions to publish winding-up certificates and make orders as fit concerning disposal of assets or cancellation of the certificate (Schedule cl 4, cl 6). Standard equitable remedies remain available under s 5 saving the rules of equity and common law.

Defences and procedural protections

• Reasonable diligence defence for offences by partnerships where a partner is prosecuted because the general partner is a partnership (s 98(2)): it is a defence to prove the partner took all reasonable precautions and exercised due diligence to avoid the commission of the offence.
• Review by the Court of Director’s winding-up certificates. A person aggrieved by the Director’s decision may apply to the Court within 28 days of publication; the publication’s effect is suspended while a timely application for review is pending (Schedule cl 4).

Time-critical and strict-liability features

• Many filing and notice obligations have short statutory windows: change of registered particulars within seven days (s 62(1)); notice of cessation or dissolution of limited partnerships as soon as practicable and registration-recording obligations (s 85(1)-(3)); incorporated limited partnerships must lodge certain notices within one month after registration changes relating to venture-capital status (s 91(1)-(3)) and must notify certain cessations within seven days (s 91(3)-(4); Schedule cl 8).
• Statutory effects of Register entries are conclusive unless the contrary is established (s 64(4)); an entry in the Register is treated as notice to all persons dealing with the partnership (s 96). These are substantive evidentiary consequences that make accuracy of Register entries legally significant.

Overall enforcement combines ordinary civil liability for creditors and injured third parties with specific administrative offences and Director powers to correct, refuse registration, require information and, in extremis, require winding-up of incorporated limited partnerships.

The Act is written to co-exist with other statutory regimes, and it embeds cross‑references and exclusions that affect corporate, business name, taxation and federal venture capital law.

• Corporations Act and corporate concepts. The Act excludes registered companies from the definition of partnership; the relation between members of a company registered under the Corporations Act is not a partnership for the Act’s purposes (s 6(2)). The Act borrows corporate terminology and concepts in several places: it uses the Corporations Act definition of "related body corporate" for s 80(10), and Schedule cl 7 applies Part 5.7 (winding-up bodies other than companies) of the Corporations Act to incorporated limited partnerships via the Corporations (Ancillary Provisions) Act 2001, subject to specified modifications (Schedule cl 7(1)-(3)).
• Business Names Act. The Director must refuse registration of a firm-name if it would not be eligible for registration under the Business Names Act 1962 (s 60(2)). Conversely, once a firm-name is registered under Part 3, the Business Names Act does not require registration of that business name by the partners (s 65).
• Commonwealth venture capital and tax regimes. The Act provides targeted interaction with Commonwealth venture capital legislation and tax treatment. Applications to form incorporated limited partnerships require statements where an applicant intends to apply for VCLP, AFOF or ESVCLP status under the Venture Capital Act 2002 or intends to meet the requirements of section 94D(3) of the Income Tax Assessment Act 1936 for recognition as a venture capital management partnership (s 58(3), s 59(j)-(m)). Incorporated limited partnerships incorporated on that basis must lodge evidence with the Director post-registration and notify the Director within prescribed windows if registration as a VCLP/AFOF/ESVCLP is revoked or ceases (s 91(1)-(3)). The Schedule also allows the Director to publish a winding-up certificate where an incorporated limited partnership formed on the basis of seeking VCLP/ESVCLP status fails to meet federal registration time limits (Schedule cl 3(3)).
• Corporations (Ancillary) Act application to winding-up. The Schedule expressly declares the winding-up of an incorporated limited partnership other than in specified cases to be an applied Corporations legislation matter for Part 5.7 of the Corporations Act, subject to defined modifications and to any further regulations (Schedule cl 7(1)-(3)). This imports comprehensive liquidation rules but permits adaptation and operational ownership by the State regulator where functions would otherwise fall to ASIC (Schedule cl 7(2)-(3)).
• Evidence and substantive common law. The Act preserves the rules of equity and common law applicable to partnerships, except where inconsistent with the Act (s 5). Thus the Act supplements and modifies common law partnership doctrine rather than replacing it in totality.
• Other Tasmanian Acts. The Director is defined by reference to the Consumer Affairs Act 1988 (s 4 definition). The definition of "spouse" references the Relationships Act 2003 (s 4 at the end).
• Regulatory exclusions. The Act allows regulations to declare matters to be excluded matters for the purposes of section 5F of the Corporations Act, and to tailor the interaction with Corporations legislation as appropriate (s 101).

Mechanically, these interactions mean partnerships and incorporated limited partnerships must operate with awareness of corporate law regimes where corporate partners, related bodies corporate, or insolvency and winding-up rules intersect; federal venture capital registration and tax recognition impose additional disclosure and timing obligations; and the Business Names Act remains a gatekeeper for firm-name eligibility even when registration occurs under this Act (s 60(2), s 65).

The Act text supplied contains in-line annotations to indicate the source of many substantive insertions and substitutions. The principal changes recorded in the text are:

• Substantial Part 3 and many Divisions and sections were inserted or substituted by No. 16 of 2009, applied on 16 June 2009. Sections explicitly marked as "Inserted by No. 16 of 2009" or "Substituted by No. 16 of 2009" include s 4 (Interpretation) substitution, s 6(1A) insertion acknowledging incorporated limited partnerships, s 10 substituted, s 11 substituted, and the whole of Part 3 (ss 50-101 and Schedule 1) is marked as inserted by No. 16 of 2009 (see numerous section headers such as "Inserted by No. 16 of 2009, s. 27, Applied:16 Jun 2009").
• Earlier amendments are also recorded in the marginal notes: several sections were amended under historical instruments such as "25 Geo. V No. 78" for older sections (for example, sections 6 and 7 display notes that they were inserted or amended by 25 Geo. V No. 78), and other mid‑20th century amendments are noted (for example, No. 29 of 1959, No. 66 of 1962, No. 99 of 1982 referenced in s 6 and s 7 annotations).
• Section 4 (Interpretation) contains multiple amendment notes: amended by No. 45 of 2003, Sched. 1 applied 1 Jan 2004, and then substituted by No. 16 of 2009 applied 16 Jun 2009. The Director definition is linked to section 9 of the Consumer Affairs Act 1988 via the substituted s 4.
• Several provisions bear notes indicating substitution or amendment by No. 16 of 2009, including core liability and partner‑relation sections (ss 10-18, 29, 33, 34, 35, 36, 37, 40 etc). The consistent annotation indicates a legislative consolidation and expansion of the Act’s limited partnership regime by the 2009 instrument.
• Some historic sections have been repealed: Section 3 is annotated "[Section 3 Repealed by 25 Geo. V No. 78]"; Schedule 1 header includes an annotation that the schedule was "[Schedule Repealed by 25 Geo. V No. 78]" though the schedule text remains in the source,this is an internal inconsistency in the annotation that the reader should treat cautiously and verify against authoritative parliamentary records if necessary.

The source text provides no further explanatory memoranda, second-reading speeches or other material in-line. The annotations therefore record only the provisions’ amendment provenance as shown: most substantive Part 3 material originates from the 2009 amendment instrument (No. 16 of 2009) and several earlier amendments are identified by citation but without text of those amending Acts included in the supplied source.

The supplied Act text does not include any case law, reported judgments, or litigation history. No cases are named or cited in the statute text presented. The Act therefore contains no built-in litigation history or judicial interpretations in the material you provided.

Users seeking judicial construction, precedent or controversy around particular sections (for example, the meaning of "taking part in management" under ss 79-80 or the application of the Schedule’s winding-up provisions) will need to consult reported decisions, tribunal determinations or secondary sources. Those are not present in the supplied source text and are not summarised here.

This section flags statutory traps, timing risks, enforcement asymmetries and drafting points that commonly cause operational errors. Each point links to the relevant section.

1. Limited partners can lose their limited liability by taking part in management.
   • For limited partnerships, a limited partner who takes part in management becomes liable as if a general partner for liabilities incurred while engaging in management (s 79(2)). For incorporated limited partnerships, a limited partner who causes a third party to have reasonable grounds to believe the limited partner is a general partner may be liable to that third party to the same extent as a general partner (s 80(2)). The Act lists many activities that do not count as management but these lists are precise; conduct outside the enumerated safe-harbour may be risky (ss 79(3), 80(3), 80(3)(e)-(k)).
2. Register entries determine legal exposure and operate as notice.
   • A limited partner’s liability cap depends on the amount recorded in the Register (s 66(1)). Changes in this recorded amount only affect liabilities arising after the change is recorded (s 67(1)-(2)). Entries in the Register constitute notice to all persons who deal with the partnership (s 96); certificates are conclusive evidence of formation and particulars unless contradicted (s 64(4)). If the Register is inaccurate, third parties may rely on it, exposing partners to unintended consequences.
3. Short filing windows attract fines and personal liability for general partners.
   • Changes to registered particulars must be lodged within seven days (s 62(1)); failure is an offence attracting a fine (s 62(6)). Incorporated limited partnerships face tight timeframes for lodging evidence of VCLP/AFOF/ESVCLP status or for notifying revocations and cessations (s 91(1)-(4); timeline requirements and fines in s 91(7)). The Schedule requires notices of winding-up commencement and completion within seven days (Schedule cl 8(1)-(2)).
4. Identification obligations on documentation are strict.
   • All documents issued by limited or incorporated limited partnerships in connection with the business must include specified identifying words appended to the firm-name; breach carries a penalty (s 93(2)-(4)). Certificates must be publicly displayed at the registered office and failure also attracts a penalty (s 93(5)-(6)).
5. Limited partners’ contributions and withdrawals affect liability caps.
   • Contributions by limited partners toward discharge of debts must be in money only; if such contributions are returned, the limited partner’s liability is restored accordingly (s 72(1)-(2)). For limited partnerships, contributions to the partnership reduce the unpaid balance of the amount shown in the Register (s 66(2)). This has implications for capital structuring and distributions.
6. Some statutory protections and limits cannot be contracted away.
   • The limitation on limited partner liability is non-derogable by partnership agreement (s 73). Likewise, the prohibition on limited partners taking part in management includes non-derogable elements (s 79(5); s 80(5)).
7. Director’s power to require winding-up of incorporated limited partnerships can be triggered by federal event-failures.
   • The Schedule empowers the Director to require winding-up if an incorporated limited partnership incorporated to obtain VCLP/AFOF/ESVCLP status fails to do so within two years or has its registration revoked (Schedule cl 3(3)). That exposes incorporated limited partnerships formed for venture capital purposes to an administrative dissolution route linked to federal registration outcomes.
8. For incorporated limited partnerships, many authorities can be exercised by partners via the partnership agreement.
   • Ss 57(4)-(5) allow consents and authorities to be given by or under the partnership agreement, concentrating internal decision rights but also raising agency risk for third parties who rely only on public records (ss 89-90). The assumptions mechanism in ss 89-90 allows third parties to rely on Register information and on apparent authority deduced from it.
9. Winding-up is subject to applied Corporations Act machinery with modifications.
   • Schedule cl 7 applies Part 5.7 of the Corporations Act to incorporated limited partnerships, with some textual modifications; regulatory interplay and choice of liquidator can therefore involve ASIC-type functions or the State Director depending on arrangements (Schedule cl 7(1)-(3)).
10. Misstatements to the Director are criminally actionable.
    • Supplying a document known to be false or misleading to the Director is an offence carrying a fine up to 10 penalty units (s 97). The Director can also require information for compliance monitoring, failure of which attracts a more substantial penalty (s 99).

Operationally, common practical errors to avoid are: failing to update the Register promptly; relying on informal assurances about a limited partner’s liability cap without checking the Register; permitting a limited partner to undertake apparently innocuous management tasks outside the enumerated safe‑harbours; and failing to maintain or display the registration certificate and registered office. These statutory mechanics have both financial and criminal penalty consequences for general partners.

This section offers a compliance checklist and a short procedural playbook tied to specific statutory obligations and timelines in the Act. It is practical and source‑grounded: each step references the controlling section.

Registration and formation

• Decide the form. If you intend limited liability for passive investors, choose between a limited partnership and an incorporated limited partnership; both are formed on registration under Part 3 (s 51). Remember that incorporated limited partnerships acquire separate legal personality and must have a written partnership agreement (ss 54, 56).
• Prepare the required statements for registration. The application statement must be made in the approved form, signed by each applicant or authorised person, and include particulars listed in s 59(2)(a)-(o); include whether the partnership will be a limited partnership or an incorporated limited partnership, the firm-name, registered office in Tasmania, full names and addresses of each partner, and the position of each partner as general or limited (s 59(1)-(2)).
• Check firm-name eligibility. The Director will refuse registration if the firm-name is not eligible under the Business Names Act 1962 (s 60(2)). Coordinate name selection with business-names compliance.

Maintaining the Register and ongoing filing

• Record and update registered particulars within seven days of change. Under s 62(1) a statement setting out changed particulars must be lodged within seven days, signed by all general partners (s 62(2)). In the case of limited partner admission or liability change, the limited partner or proper signatory must also sign (s 62(3)). Ensure filing is made in the Director’s approved form and accompanied by the prescribed fee (s 62(4)). Failure is an offence with a fine up to 10 penalty units (s 62(6)).
• Display the certificate and maintain the registered office. The certificate of registration must be displayed conspicuously at the registered office at all times and the registered office must be kept in Tasmania at the place shown in the Register (ss 93(5), 94(1)). Non-compliance attracts penalties (ss 93(6), 94(3)).
• Use the required identification on documents. All documents issued in connection with a limited partnership’s business must include "A Limited Partnership" (or abbreviation) appended to the firm-name; incorporated limited partnerships must append "An Incorporated Limited Partnership" (s 93(2)-(3)). Implement template updates across invoices, contracts and marketing materials to comply.

Governance and partnership agreements

• For incorporated limited partnerships, maintain a written partnership agreement at all times. Section 56 requires a written partnership agreement and makes it binding between the incorporated limited partnership and each partner (s 56(1)-(3)). Draft the agreement to allocate decision rights, authority to general partners and to specify any permitted powers to be exercised by limited partners without risking their limited liability, bearing in mind statutory non-derogation clauses (s 73; s 79(5); s 80(5)).
• Identify management activity safe‑harbours. The Act lists actions that do not count as taking part in management for limited partners; incorporate those permitted roles into the partnership agreement and record authorisations where necessary (ss 79(3), 80(3)-(4)). Where limited partners require inspection or information rights, ensure the partnership agreement expressly authorises and documents this (s 79(4), s 80(4)).
• Preserve statutory non-derogable provisions. You cannot contract out of s 73 (limitation on limited partner liability) and certain provisions in ss 79-80; ensure partnership agreements do not purport to remove or diminish those rights and duties.

Capital and contributions

• Record limited partner contributions in the Register and ensure they are money when contributing towards debt discharge. For limited partnerships, the liability cap is the amount shown in the Register and must be tracked against contributions (s 66(1)-(2)). Section 72(1) requires contributions toward discharge of debts to be in money and specifies restoration of liability if funds are paid back (s 72(2)).
• When changing the recorded liability amount, note temporal effect. Reductions do not affect liabilities that arose prior to the Register being updated; increases do extend to prior liabilities (s 67(1)-(2)), so time the changes carefully.

Third-party dealing and representations

• Use the Register as the authoritative public record. Understand that entries and certificates have significant evidentiary effect: a certificate is conclusive as to formation; entries are notice to all dealing persons (s 64(4); s 96). Keep the Register accurate to control third-party expectations and to preserve limited liability caps.
• Train staff on authority limits. Because acts done by a partner in the usual course bind the firm, ensure employees and front-line staff know who has authority to bind the partnership and that written internal restrictions on partner authority are documented and communicated to frequent counterparties where feasible (s 10(2); s 13).

Regulatory compliance and Director interactions

• Comply promptly with Director requests for information. The Director may require an incorporated limited partnership to furnish information within not less than 28 days (s 99(1)). Non-compliance is a criminal offence against each general partner with severe fines (s 99(3)). Build compliance calendars to track any Director notices.
• Maintain records and prepare to produce them. Regulations may prescribe record-keeping and forms; ensure systems meet regulatory expectations including formats for documents that may be required by the Director under s 100(2)(a)-(c).
• For venture-capital-linked entities, lodge evidence promptly. Incorporated limited partnerships formed on the basis of intending to be VCLPs/AFOFs/ESVCLPs must lodge a copy of the document evidencing that status within one month of being so registered, and must notify the Director quickly if that status is revoked or ceased (s 91(1)-(3)). Missing these deadlines can expose general partners to fines (s 91(7)) and trigger winding-up actions under the Schedule (Schedule cl 3).

Winding-up and dissolution

• Follow statutory notice obligations on dissolution and winding-up. General partners must lodge notices of dissolution or cessation for limited partnerships as soon as practicable specifying the effective date (s 85(1)-(3)). Incorporated limited partnerships must lodge notices of commencement and completion of winding-up within seven days (Schedule cl 8(1)-(2)) and the Director will record receipt (Schedule cl 8(3)).
• Be aware of the Director’s power to require winding-up by certificate. If the Director publishes a certificate that an incorporated limited partnership is to be wound up (Schedule cl 3), the partnership must commence winding-up within tight deadlines and complete the process within the period specified by the Director (Schedule cl 5(1)-(1)(b)). The Schedule permits the Director to appoint the liquidator and fixes fees and security; plan for that contingency.

Operational checklists

• Register checklist before trading if choosing limited forms: firm-name clearance, preparation of s 59 statement, payment of prescribed fee, identification of general and limited partners, registered office in Tasmania (s 59; s 60; s 94).
• Ongoing compliance checklist: maintain and display certificate, keep registered office open during prescribed hours (if regulations so require), update Register within seven days of changes, maintain partnership agreement for incorporated limited partnerships, retain records for inspection, and implement a process for responding to Director notices within statutory timeframes (ss 62, 63, 64, 94, 99).
• Risk mitigation checklist: ensure limited partners do not undertake management activities outside the enumerated safe-harbour, review all outgoing documents to ensure correct firm identification wording, adopt robust internal controls for partner authority and third-party contracts, and verify Register entries regularly.

Record-keeping, templates and governance

• Update standard form documents and business stationery to append the statutory identifying words as required (s 93).
• Maintain an up-to-date partnership agreement and an internal register matching the public Register; prepare the partnership agreement to delegate the exact authorities to general partners in a way consistent with the assumptions provisions (ss 56, 57, 89-90).
• Establish a compliance calendar that records deadlines for filings, notices, Director responses and VCLP/AFOF/ESVCLP lodgements as applicable.

Following the Act’s explicit notice and timing rules, keeping the Register current, avoiding disallowed management activity by limited partners, and building a crisp connection between the partnership agreement and public records will address the most common statutory compliance risks.