### Partnership Ordinance 《合夥條例》

42. Apportionment of premium where partnership prematurely dissolved
Where one partner has paid a premium to another on entering into a partnership for a fixed term, and the partnership is dissolved before the expiration of that term otherwise than by the death of a partner, the court may order the repayment of the premium, or of such part thereof as it thinks just, having regard to the terms of the partnership contract and to the length of time during which the partnership has continued; unless—
(a) the dissolution is, in the judgment of the court, wholly or chiefly due to the misconduct of the partner who paid the premium; or
(b) the partnership has been dissolved by an agreement containing no provision for a return of any part of the premium.

43. Rights where partnership dissolved for fraud or misrepresentation
Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled—
(a) to a lien on, or right of retention of, the surplus of the partnership assets, after satisfying the partnership liabilities, for any sum of money paid by him for the purchase of a share in the partnership and for any capital contributed by him, and is
(b) to stand in the place of the creditors of the firm for any payments made by him in respect of the partnership liabilities, and
(c) to be indemnified by the person guilty of the fraud or making the representation against all the debts and liabilities of the firm.

44. Rights of outgoing partner in certain cases to share profits made after dissolution
Where any member of a firm has died or otherwise ceased to be a partner, and the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and the outgoing partner or his estate, then, in the absence of any agreement to the contrary, the outgoing partner or his estate is entitled, at the option of himself or his representatives, to such share of the profits made since the dissolution as the court may find to be attributable to the use of his share of the partnership assets, or to interest at the rate of 8 per cent per annum on the amount of his share of the partnership assets: (Amended E.R. 2 of 2019)
Provided that where, by the partnership contract, an option is given to surviving or continuing partners to purchase the interest of a deceased or outgoing partner, and that option is duly exercised, the estate of the deceased partner or the outgoing partner or his estate, as the case may be, is not entitled to any further or other share of profits; but if any partner assuming to act in exercise of the option does not in all material respects comply with the terms thereof, he is liable to account under the preceding provisions of this section.

### Partnership Ordinance 《合夥條例》

45. Retiring or deceased partner’s share to be a debt
Subject to any agreement between the partners, the amount due from surviving or continuing partners to an outgoing partner or the representatives of a deceased partner in respect of the outgoing or deceased partner’s share is a debt accruing at the date of the dissolution or death.

46. Rules for distribution of assets on final settlement of accounts
In settling accounts between the partners after a dissolution of partnership, the following rules shall, subject to any agreement, be observed—
(a) losses, including losses and deficiencies of capital, shall be paid first out of profits, next out of capital, and lastly, if necessary, by the partners individually in the proportion in which they were entitled to share profits; and
(b) the assets of the firm, including the sums, if any, contributed by the partners to make up losses or deficiencies of capital, shall be applied in the following manner and order—
(i) in paying the debts and liabilities of the firm to persons who are not partners therein;
(ii) in paying to each partner rateably what is due from the firm to him for advances as distinguished from capital;
(iii) in paying to each partner rateably what is due from the firm to him in respect of capital; and
(iv) the ultimate residue, if any, shall be divided among the partners in the proportion in which profits are divisible.

47. Saving for rules of equity and of common law
The rules of equity and of common law applicable to partnership shall continue in force, except so far as they are inconsistent with the express provisions of this Ordinance.

### Limited Partnerships Ordinance 《有限責任合夥條例》

1. Short title
This Ordinance may be cited as the Limited Partnerships Ordinance.
(Amended 43 of 1912 Schedule; 5 of 1924 s. 6)

2. Interpretation
(1) In this Ordinance, unless the context otherwise requires—
firm (商號), firm name (商號名稱), and business (業務) have the same meanings as in the Partnership Ordinance (Cap. 38);
general partner (普通合夥人) means any partner who is not a limited partner as defined by this Ordinance;
Registrar of Companies (公司註冊處處長) means the officer appointed for the registration of companies under the Companies Ordinance (Cap. 622). (Amended 28 of 2012 ss. 912 & 920)
Application
(2) This Ordinance shall apply to partnerships carrying on business in Hong Kong. (Replaced 23 of 1999 s. 3)
(Amended 43 of 1912 Schedule)[cf. 1907 c. 24 s. 3 U.K.]

3. Definition and constitution of limited partnership
(1) Limited partnerships may be formed in the manner and subject to the conditions by this Ordinance provided. (Amended 43 of 1912 Supp. Schedule; G.N. 246 of 1913)
(2) A limited partnership must consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons to be called limited partners, who shall at the time of entering into such partnership contribute thereto a sum or sums as capital or property valued at a stated amount, and who shall not be liable for the debts or obligations of the firm beyond the amount so contributed. (Amended 5 of 1924 Schedule; 30 of 2004 s. 3)
(3) A limited partner shall not during the continuance of the partnership, either directly or indirectly, draw out or receive back any part of this contribution, and if he does so draw out or receive back any such part, shall be liable for the debts and obligations of the firm up to the amount so drawn out or received back.
(4) A body corporate may be a limited partner.
[cf. 1907 c. 24 s. 4 U.K.]

### Limited Partnerships Ordinance 《有限責任合夥條例》

4. Registration of limited partnership required
(1) Every limited partnership (other than a non-Hong Kong limited partnership as defined by section 2 of the Limited Partnership Fund Ordinance (Cap. 637)) must be registered as such in accordance with the provisions of this Ordinance, or in default thereof it shall be deemed to be a general partnership and every limited partner shall be deemed to be a general partner. (Amended 14 of 2020 s. 105)
(2) Despite subsection (1), a limited partnership fund, as defined by section 2 of the Limited Partnership Fund Ordinance (Cap. 637), is not eligible to be registered under this Ordinance. (Added 14 of 2020 s. 105)
(Amended E.R. 5 of 2020)[cf. 1907 c. 24 s. 5 U.K.]