Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1697796696171.pdf (Guyana)
1430 CB.

83.

PARTNERSHIP.

: ' CHAPTER 83.

PARTNERSHIP.

[No.

XX of 1900.J [13th June, 1900.]

Short title.

1.This Ordinance may be cited as the Pa:r;tnership Ordinance.

Interpreta­ tion.

2·.

In this Ordinance, unless the context otherwise requires,- Court " the Court " means any judge of the Supreme of the colony; '' business '' includes every trade, occupation, or profession.

Nature of Partnershi p. Definition partnership.


of 3.-(1)' Partnership carrying is the relation on a business in common with a which subsists between persons view of profit.
(2)But the relation between members of any com­ pany or associat ion which is.,- ( a)registered aJS a company under any Ordinance for the time being in force and relating to the .registration of joint stock companies; or (b)formed or incorporated other Ordinance, of Parliament, or letters patent cha.rter, or any Act or royal by or in pursuance of any order in council, is not a partnership within the meaning of this Ordinance.
Rules for determining of existence : partnership 4.In determining a ,partnership not exist, regard shall be namely,- had to the following whether does or does rules, (a)joint or common property, , does or part ownership as to anything create a partnership not of itself so owned, whether the owners do or do not share any profits made by the use thereof; create sharing whethP-r the persons a pa.rtnership, does not of itself (b)the shaTing of gross returns PARTNERSHIP.

CH.

83.
1431 have or have not a joint or com­ those returns mon right or interest which, or from the uise of which, the returns are derived; from in any property (c)the receipt by a person of a share of the profits of a business a partner that share, varying of itself and in particular,- is prima facie evidence in the business, but the receipt or of a payment contingent that he is of on or does not :with the profits of a business, in the business, make him a partner ( i)thei receipt oy a person of a debt or other liquidated otherwise of a business him a partner as a pa,rltner; or amount by instalments profits out of the accruing make does not of itself or liable in the business (ii)a contract for the remunerati1on of a servant or agent of a person engaged in a bus,iness by a share of the profits of the business the servant business make does not of itself in the as a partner: or agent a partner or liable (iii)a person being a widow or child of a pairtner and receiving a portion deceased of annuity made in the business deceased person was a partner by reason only of that receipt ner in the business or liable as a partner; by way of the pro.flits in which the is not a part­ in any business (iv)the advance of any money by way of loan or about to to a person enga�ed, engage, on a contract with thal£ person, receive the profits, the profits arising the business, the lender a partner or persons carrying liable that the lender varying a share of from carrying on a rate of interest or shall receive with the person on the business does not of itself make shaJl with or as a partner: the contract is in writing signed by or on behalf of all the ; parties thereto Provided and Proviso.
VoL.

rr.-50 � I 11432 CH.

83.

PARTNERSHIP.

of the profits of a by way of an'nuity or (v)a person receiving otherwise a portion business in oonsideration of the sale by him of the goodwill of the business is not by reason only of that receipt a partner in the business a pairtner.

I 5.In the event of any person to whom money has been Postpone- I ment of advanced by way of loan upon such a contrac't as is men­ .I rights of tioned persons lenclinu or will in consideration selling° in .
consideration being adjudged an insolvent of share of l profits in case ment, to pay .. 1s creditors , of insolvency.

the dollar in the last foregoing section, orof of the business, · of a share of the profits , entering h }i d d circumstances, into an arrange- any buyer of a good­ or liable b.
• less t an one un re cents 1n the lender anything in shall not of the share of to recover of the g;oodwill in respect for, until the claims of the other or dying in insolvent of the loan shall not be entitled respect of his loan, and the seller be entitled to recover anything profits contracted creditors of the borrower sideration in money or money's worth have been satisfied.

or buyer for valuable as con­ Meaning of i firm.


I I 6.Persons who have entered into partnership of this Ordinance, another are, for the purposes collectively is carried a firm, and the name under which their business on is called the firm-name.

called with one Relations of Partners to persons dealing with them.

Power of I partner to bind tb.e firm.
7.Every partner is an agent of the firm and his other of the partnership ; of the business for the purpose partners and the acts of every partner on in the usual way business firm of which he is a member bind ners, unless the partner to act for the firm in the particular with whom he is dealing authority, or does not lmow or believe either who does any act for carrying of the kind carried on by the the firm and his part­ so acting has in fact no authority matter, knows that he has no and the person him to be a partner.
Partners bo� d bi; 8.An act or instrument relating to the business of the h lf firm, and done or executed �fir':, e a manner showing an intention authorised, person thereto binding on the firm whether and all the partners : to bind the firm, by any a partner or not, is in the firm-name, or in any other Proviso.

Provided that this section rule of law relating £ ers or mortgages or negotiable instruments.
to the execution of immovable shall not affect any general or trans­ of transports, in the colony, property PARTNERSHIP.

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1433 of the firm for 9.Where one partner pledges Partners d" usmg credit wit t e rm s or mary of firm for the credit d .

h h fi y not connecte apparent 1 the firm is not bound unless of business, by the other partners; authorised he is in fact private but this section by an any personal liability incurred a purpose course specially does not affect partner.
individual purposes.

, 10.If it has been agreed between that any Efi�ct of restriction shall be placed on the power of any one or more fu!

of them to bind the firm, no act done in contravention .

b" d" h fi .

h h is m mg on t e rm wit respect t, e agreement of the agreement.

having notice of be bound by act,s of to persons partner.

the partners �� ot c and severally Liability 0£ of the partners.

for all debts and ohl1.gations jointly in a firm is liable 11.
Every partner with the other partners firm incurred estate tion for those debts and obligations, unsatisfied, debts.

is also severally to the prior payment in due course but subject liable while he is a partner, and after his death his of administra- so far as they remain of his separate 12.

Where by any wrongful m t e or mary course ner acting · · b d'• or with the authority caused to any person penalty extent is incurred, as the partner of any part-Liability of o t e rm, wrongs.
act or omission f hb · f h fi thefirmfor o t e usiness loss or injury is in the firm or any to the same not being a partner the firm is liable therefor so-acting or omitting to act.

of his co-partners, namely- �.cting 13.In the following cases, Misapplica- authority �ithin the scope of his ��;r�p=; ey (a)where one partner apparent the money or pro-rec�ived for receives d • 1· • d or m custody perty o a t ir person an misapp ies it; an of the firm.
receives of its business and the f h. d (li) where a firm in the course money or property money or property so received is misapplied one or more of the 'Partners custody of a third person, while it is in the of the firm, by the firm is liable to make good the loss.

14.Every partner and.

also severally, he is a partner , two last preceding sections jointly for everything becomes therein, with his co-partners, Liability for wrongs joint and several.
for which the firm, while under either liable is liable of the VoL.

rr.-50A 1434 CH.

83.

PARTNERSHIP.

Improper employment of trust property for partnership purposes: Proviso.
15.If a partner, being a trustee, improperly employs trust property in the business nership, no other partner the persons Provided beneficially that- ( a)this section or on the account is liable interested of the part­ for the trust-property therein: to shall not affect any liability by reason of his having notice of incurred by any partner a breach of trust; (b)nothing in this section from being followed if still in its possession and shall prevent trust money from the firm and recovered or under its control.
Persons liable by "holding out."

himself.

who by word spoken or written, or by suffers him­ or who knowingly in a particular firm, is the 16.- (1) Everyone conduct.

represents s�lf to be represented, as a partner hable as a p:utner to anyone who has on the faith of representation given credit to the firm, whether the repre­ has or has not been made or communicated sentation person so giving credit by or with the knowledge apparent partner making the representation to be made.
to the of the or suffering it (2)Where after a partner's is continued in the old firm-name, business use of that name or of the deceased part thereof estate or effects after his death.

shall not of itself liable for any partnership make bis heir or executor.

debts contracted death the partnership the continued name as partner's Admissions and repre­ sentations of partners.

17.An admission ner concerning the partnership is evidence course of its business, against the firm.
or representation affairs, made bv any part­ and in the ordinary N"otice to acting -partner to be to the notice firm.

18.Notice to any partner who habitually acts in of any matter relating to part­ as notice to the firm, except in th€1 the partnership nership affairs operates case of a fraud on the firm committed of that partner.

business by or with the consent Liabilities of incoming and outgoing partners.
19.- (1) A person who is admitted as a partner into an existing firm does not thereby of the firm for anything become liable to the creditors done before he became a partner.

(2)A partner who retires from a firm does not thereby cease to be liable for partnership incurred before his retirement.

debts or obligations (3)A retiring partner may be discharged from any by an agreement existing himself and the members of the firm as newly constituted to that effect between liabilities PARTNERSHIP.

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1435 and the creditors, or inf erred as a fact from the course creditors and the agreement and the firm as newly constituted.

may be either of dealing express the between 20.A continuing guaranty or ca_utionary to a firm ?r �o a third person in respect of a firm IS, rn the absence of agreement firm.

given ei�her transact10ns contrary, revoked in the constitution in respect obligation of the transactions was given.
of the firm to which, or of the firm or of which, the guaranty as to future transactions Revoca_tio� obligation of the ��;�=�; u byg to the change in by any change Relations of Partners to one another.

whether 21.The mutual rights .and duties of partners Variati on by of onsent may c by this Ordinance, f te rms o • and the consent partnership.

of all the partners, ascertained ., be varied by the consent may be either from a course of dealing.

bv agreement or inferred or defined express .


22.-(1) All property in pro-Partnership and rights and interests stock or property.

brought into the partnership of by purchase or otherwise, on account perty originally whether acquired, the firm or for the purposes nership business, property, exclusively accordance are called for the purposes with the partnership and must be held and applied and in the course of the part- in this Ordinance partnership by the partners of the partnership and in agreement.
of any immovable property, or not being itself partnership property the use of that immovable as to profits made by (2)Where co-owners any interest therein, are partners property, and purchase profits to be used in like manner, to them in the absence so purchased belongs not as partners ment to the contrary, interests the same respective immovable property first mentioned purchase.
otber immovable but as co-owners for as are held by them in the at the date of the property out property the immovable of the of an agree­ 23.Unless the contrary property Property.

b ought mth boug t wit money e ong1ng tot e rm 1s eeme to ave partnership been bought on account money.

intention b 1 h fi · d d h appears, of the firm.


h · h · 24.Where any immovable property has become part­ nership appears, representatives it shall, as between of a deceased property, be treated unless the contrary the partners partner) as movable Immovable property intention a s partnership the property.

property.

(including held 1436 OH, 83.

PARTNERSHIP.

Procedure against partnership property for a partner's separate judgement debt.
25.-(l) After the commencement any partnership of this Ordinance property execution shall not issue against except on a judgement against the firm.
(2)The Court, or a judge thereof, may on the appli­ make an in the partnership creditor interest thereon, of a partner, that partner's and interest order appoint (whether cation of any judgement order eharging property and profits with payment of the amount of the judgement debt and may by the same or a subsequent share of profits, and of any other money coming to him in respect partnership, and direct all accounts and inquiries and give all other orders and directions which might have been directed or given if the charge had been made in favour of the judgement cumstances of the case require.
(3)The other partner by the partner, or partners a receiver creditor declared or which the cir­ already of that partner's or accruing), of the shall be at liberty or, in case of charged at any time to redeem the interest a sale being directed, to purchase it.

Rules as to interests and duties of partners subject to special agreement.
26.The interests of partners and duties in the partnership in relation to the partner­ pro­ perty and their rights ship shall be determined, expressed rules, namely,- or implied between subject the partners, to any agreemen t by the following (a)all the partners are entitled the capital contribute of capital to share equally in and profits of the business and must equally the losses or otherwise towards by the firm; whether sustained every partner made and personal in respect liabilities (b)the firm must indemnify of payments incurred by him- (i)in the ordinary and proper conduct of the business of the firm ; or (ii)in or about anything necessarily of the business done for or the preservation property of the firm; for the purpose making, (c)a partner of the partner­ beyond ship, any actual payment or advance the amount of capital subscribe is entitled six per centum per annum from the date of the payment or advance; which he has agreed to to interest at the rate of (d)a partner is not entitled of profits to interest by him; before on the capital the.
ascertainment subscribe d PARTNERSHIP.

CH, 83.
1437 (e)every par.tner may take part in the management of for acting without the consent (/) no partner the partnership (h)any difference business, shall be entitled to remuneration business ; in the partnership (g)no person may be introduced ::ts a partner of all existing arising partners; con­ matters business may be but no of the partners, nature of the part­ as to ordinary nected with the partnership decided by a majority change may be made in the nership without partners; (i)the partnership of husiness pal place, partner and inspect books are to be kept at the place of the partnership (or the princi­ if there is more than one), and every fit, have access and copy any of them.
may, when he thinks of all existing the consent to 27.No majority of the partners unless a power to do so has been conferred agreement the partners.

between can expel any partner by express Exp ulsion pa.rtner.

of 28.-(1) the duration mine the partnership intention at any time on giving notice of his to do so to all the other partners.
Where no :fixed term has been agreed upon for Retirement of the partnership, any partner may deter-!hl� al�,��r­ (2)Where the partnership in writing, tuted by an agreement signed by the partner purpose.

has originally been consti­ a notice in writing giving it shall be sufficient for this .

29.-(1) .

d f .

h new agreement, into for a :fixed Wher� P!U"t- entered Where a. pa.rtnership nership for a .

d d .
d d .

h a ter t e term as expire an Wlt Out term is con- of the tinu�d over, and duties • • contmuance on old terms with the incidents term IS continue any express partners h of the term, so far as is consistent a partnership remain t e same as t ey Were at t e exp1rat10n h the rights h of presumed.

.

h at will.
.

h at will.

(2)A continuance those of them who habitually without affairs any settlement is presumed of the business acted therein by the partners during the term or or liquidation to be a continuance of the partnership of the partnership.

30.Partners · f · f 11 h" ff · h t h" t partners to rn ormat10n partner or are bound to render true accounts o a t mgs a ectmg t e par ners 1p o any render his legal representatives.

accounts.

and full Duty of 11438 CH.

aa.

PARTNERSHIP.


a 'Account ­ bility of !partners for a te 1Priv rofits.

r Every partner 31.-(1) benefit derived partners from any transaction or from any or business use by him of the partnership connection.
the consent concerning by him without must account to the firm for any of the other the partnership, property, name, (2)This section applies taken after a partnership of a partner, and before pletely wound up, either the representatives of the deceased the affairs by any surviving partner.

thereof have been com­ or by partner has been dissolved under­ by the death also to transactions t y of Du t a p ner not r to compete with firm.
without 32.If a partner, ners, carries competing pay over to the firm all profits made by him in that business.

with, that of the firm, he must account of the other part­ of the same nature as, and for and on any business the consent Rights of I assignee of share in 1 partnership.
33.-(1) An assignment by any partner of his share charge, or by way of mortgage during the continuance absolute does not, as against in the partnership, either or redeemable ners, entitle the assignee partnership to interfere tion of the partnership business transactions, accounts of the partnership partnership books, the assignee but entitles the share of profits to which the assigning otherwise be entitled, account and the assignee agreed to by the partners.
the other part­ of the or administra­ or to require any the or to inspect only to receive partner must accept the in the management or affairs, of profits would (2)In case of a dissolution of the partnership, the assignee ing partner, whether as respects all the partners :issign share of the partnersh ner is entitled as between himself and, for the purpose account as from the date of the dissolution.
or as respects to receive to which the assigning part­ and the other partners, of ascertaining is entitled that share, to an ip assets the the Dissolution of Partne1'Ship and its consequences.

34.Subject to any agreement between the partners , a Disaolu�ion_ by exp or notice.

iration partnership ' is dissolved - into for a fixed term, by the expiration (a)if entered of that term ; (b)if entered taking, ; undertaking into for a single by the termination adventure of that adventure or under­ or PARTNERSHIP.
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1439 (c)if entered into for an undefined time, by any par�­ of his to the other or others ner giving notice intention to dissolve the partnership; and in the last mentioned as from the date mentioned solution, the notice.

the communication of or, if no date is so mentioned, in the notice as the date of dis­ as from the date of case the partnership is dissolved 35.-(1) Subject every partnership by the death or insolvency (2)A partnership be dissolved property debt.
partners, partnership for his separate to any agreement between Dissolution by insolvency, is dissolved all the partners death, or charge.

as regards of any partner.


may, at the option of the other suffers his share of the under this Ordinance if any partner to be charged the partners, 36.A partnership is in every case dissolved by the Dissolution by illegality for the of any event which makes it unlawful of partner­ of on or for the members shl p. happening business the firm to carry it on in partnership.
of the firm to be carried 37.On the application by a part1ier a dissolution namely,- cases, of the partnership the Court may order Dissolution in any of the following t�!� (a)when a partner has been duly admitted as a lunatic or is shown to the satis­ asylum, into a lunatic faction of the Court to be of permanently unsound mind, in either of which cases the application may be made as well on behalf of that partner having title to intervene partner; (b)when a partner, becomes able of performing contract; suing, other than the partner incap­ in any other way permanently or any person as by any other his part of the partnership by his oommittee ( c)when a partner, other than the partner of conduct which, in the opinion been guilty had to the nature the Court, regard being business, to affect prejudicially the carrying on of the business is calculated of th� ; suing, of has (d)when a partner, wilfully partnership himself other than the partner commits or persistently or otherwise agreement, in matters relating a breach of the suing, so conducts to the partnership 1440 OH.
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PARTNERSHIP.

practicable that it is not reasonably business for the other partner business (e)when the business or partners with him; can only be of the partnership in partnership to carry on the carried (f)whenever on at a loss;· in any case circumstances have arisen of the Court, render it which, in the opinion just and equitabl� dissolved.

that the partnership be Rights of persons dealing with firm against apparent members of firm.
38.-(1) Where a person deals with a firm after a change in its constitution, to treat all appar­ ent members of the old firm as still being members of the firm until he has notice he is entitled of the change.

(2)An advertisement as to persons the the firm before Jate of the dissolution or change so advertised.
of a partner who had not dealings with who dies, or who becomes in the Gazette (3)The estate shall be notice or of a partner who, not having been known to insolvent, the person dealing with the firm to be a partner, retires from the firm, is not liable debts contracted after the date of thy death, insolvency, or retireme respectively.

for partnership nt Rights of partners to notify dissolution.
39.On the dissolution of a partnership may publicly , or retirement of a partner, any partner lution or retirement, or or partners to concur for that purpose proper acts (if any) which cannot be done without his or their concurrence.

notify the disso­ the other partner in all necessary and may" require of Continuing authority partners purposes winding up: for of Proviso.
40.After the dissolution of a partnership the authority of the partners, to bind the firm, and the other rights and the continue of each partner obligations dissolution, so far as may be necessary the affairs of the partners hip and to complete begun but unfinished not otherwise : Provided that the firm is in no case bound by the acts of to wind up s transaction but at the time of the dissolution, notwithstanding a partner who has become insolvent; not affect the liability or knowingly suffered him­ insolvency represented himself of the insolvent.
as a partner self to be represented does but this proviso of any person who has after the Rights of partners as to application of par l;nershi p prnperty.

41.On the dissolution of a partnership, every partner is entitled, as against claiming all persons the other partners through them in respect in the firm, and of their PARTNERSHIP.

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1441 of the debts and liabilities of the to have the property of the partner­ assets in payment of what may be due to the partners after that payment as partners, in payment interests ship applied firm, and to have the surplus applied respectively as partners or his representatives partnership, affairs of the firm.
after deducting to the firm; and for that purpose what may be due from them may, on the termination up the business any partner of the and apply to the Court to-,vind 42.Where one partner has paid a premium to another for a fixed term and the :?:!
��!e:� of that term partnership the expiration Y into a partnership is dissolved on entering partnership otherwise order the repayment of the premium, it thinks just, having regard to the terms of the partner- ship contract partnership than by the death of a partner, the Court may �s!�:f�1 or of any part thereof and to the length of time during which the has continued; unless before Apportion­ (a)the dissolution is, in the judgement of the Court, wholly or chiefly due to the misconduct partner who paid the premium, of the or (b)the partnership has been dissolved no provision by an agree­ for a return of ment containing any part of the premium.
43.Where a partnership contract is resci11ded on the Rights where ground of the fraud or misrepresentatio parties thereto ) the party entitled prejudice n of one of the rierscff is without presenta- to any other right, entitled- rr!�� v!

mf;_ to rescind, � IOn.
of the of, the surplus after satisfying (a)to a lien on, or right of retention assets, liabilities, the partnership partnership paid by him for the purchase partnership him; and is and for any capital for any sum of money of a share in the contributed by of the firm (b)to stand in the place of the creditors for any payments partnership and liabilities; of the made by him in respect (c)to be indemnified of the fraud, by the person guilty or making the representation, all the debts and liabilities of the firm.
against 44.Where any member of a firm has died or other-Rights of out­ wise ceased .

mg partners capital to be "a partner, and the surviving or continu- p�rtner or assets without h b .

f h fi carry on t e usmess o t e rm with its cases to :�: ��� ts of accounts any final settlement on : dissoluti �oin g mce am rt 1442 CH.

83.

PARTNERSHIP.

Proviso.
partner or his estate, of ap.y agreement as between the firm and the outgoing then, in the absence outgoing partner or his estate himself or his representatives, made since the dissolution attributable to the use of his share of the partnership assets, annum on the amount of his share of the partnersh at the rate of six per centum per ip assets: that, where by the partnership is entitled, to that share of the profits the to the contrary, at the option of which the Court may find to be or to interest Provided or continuing contract to partners of a deceased is duly exercised, an option is given to surviving purchase the interest and that option partner partner, or the outgoing to any further may be, is not entitled profits; assuming but if any partner the option does not in all material the terms to account provisions thereof, he is liable of this section.
or outgoing partner, of the deceased as the case the estate or his estate, or other share of to act in exercise of respects comply with under the foregoing Retiring or deceased partner's share to be a debt.

45.Subject to any agreement amount due from surviving outgoing partner ner in respect or death.
·is a debt accruing at the date of the dissolution or the representatives the partners ; the partners to an part­ of a deceased share, partner's between or continuing of the outgoing or deceased Rule for distribution of assets final settle­ ment of accounts.
on 46.In settling accounts tion of partnership dissolu ject _.to·a)1y"·_agre.�ment, be observed, inch+ding , .. · ia) 'losses, between , the following the partners after a sub­ rules shall, that is to say,- losses shall be pa,5d first out of profits, capital ners individually they were entitled if necessary, in the proportion to share profits; and deficiencies next out of by the part­ , aml lastly, in which 1 ·.

_:,: ·/ of capital, (b)the asse_ts of pie firm, including •.
~ ·: _.,.,·1stmtrib.u-ted the sums, if any, ,tt to make up losses 1 ·-·····or· deficiencies ·.

the following by the partners of capital, manner and order:- shall be applied in (i)in paying the debts and liabilities who are not partners of the firm to persons therein; (ii)in paying to each partner rateably is due from the firm to him for a.dvances capital; as distinguished from what (iii)in paying to each partner due from the firm to him in respect capital; rateably what is of PARTNERSHIP.

CH.

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1443 (iv)the ultimate residue divided portion among the partners in which profits are divisible.

(if any) shall be in the pro­ Supplemental.

47.Subject any other statute equity and common law applied of the High Court of Justice to partnership colony.

shall be in force, to the provisions of this Ordinance, for the time being in force, and of � era�on of the rules of eq!�; and by the Chancery Division common law.
in cases relating in England and apply to cases in the to the provisions 48.-(1) This Ordinance shall, agreement, partnership subject Applic�tion apply to all part-of 0rdmance.

formed after its commencement, of any written nerships bers of any partnership by ariy written signify registry, their desire apply to that partnership formed after its commencement.
formed before its commencement document, in the deeds that it should so apply, shall also had been as if that partnership recorded and if the mem- (2)This section twenty-five section of this Ordinance.

shall not apply to the provisions of t.,-,.. .

.

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