continue to have the same status operation and effect as they respectively would have had if that Act had not been so repealed; (b) in particular and without affecting the generality of the foregoing paragraph such repeal shall not disturb the continuity of status operation or effect of any order appointment notice consent agreement liability or right made effected issued granted given accrued incurred or acquired or existing or continuing by or under that Act before the commencement of this Act. No. 3745 s. 3. 3 Definitions s. 3 S. 3 amended by No. 27/2001 s. 8(Sch. 6 item 4.2) (ILA s. 39B(1)). (1) In this Act unless inconsistent with the context or subject-matter— S. 3(1) def. of court amended by No. 19/1989 s. 16(Sch. item 41.1). court includes every court having jurisdiction in the case; business includes every trade occupation or profession. S. 3(1) def. of domestic partner inserted by No. 27/2001 s. 8(Sch. 6 item 4.1), substituted by No. 12/2008 s. 73(1)(Sch. 1 item 44.1). domestic partner of a person means— (a) a person who is in a registered relationship with the person; or (b) an adult person to whom the person is not married but with whom the person is in a relationship as a couple where one or each of them provides personal or financial commitment and support of a domestic nature for the material benefit of the other, irrespective of their genders and whether or not they are
No. 3745 s. 4. 4 Saving of rules of equity and common law s. 4 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 Act. _______________ Pt 2 (Heading) inserted by No. 43/1992 s. 4(b). Heading substituted as Pt 2 Div. 1 (Heading) by No. 43/1992 s. 4(b). Division 1—Nature of partnerships No. 3745 s. 5. 5 Definition of partnership s. 5 S. 5(1) amended by No. 99/2003 s. 5(1). (1) Partnership is the relation which subsists between persons carrying on a business in common with a view of profit and includes an incorporated limited partnership within the meaning of Part 5. S. 5(1A) inserted by No. 99/2003 s. 5(2). (1A) A reference in the following sections to a partnership includes a reference to a partnership formed in accordance with a law of another State, a Territory or another country or jurisdiction, whether or not under that law the liability of any partner for the liabilities of the partnership is limited and whether or not under that law the partnership is incorporated or is otherwise a separate legal entity— (a) section 51(3); (b) section 54(2)(d), (e), (fa) and (h) as applying in cases where a partner is a partnership; (c) section 60(3);
(d) section 64(5); (e) section 85(3); (f) section 88(2)(d), (e) and (g) as applying in cases where a partner or proposed partner is a partnership; (g) section 95(b)(vi); (h) section 96(2); (i) sections 99(1)(a)(i), (1)(b)(i), (1)(c) and 99(2); (j) sections 104(1) (definition of recognised incorporated limited partnership), 104(2), 104(5) and 104(6). S. 5(2) amended by No. 99/2003 s. 5(3). (2) But the relation between members of any company or association (other than, for the purposes of the sections specified in subsection (1A), a partnership which under the law of the place where it is formed is incorporated or is otherwise a separate legal entity) which is— (a) registered as a company under any Act for the time being in force and relating to the registration constitution or incorporation of companies; or (b) formed or incorporated by or in pursuance of any Act or letters patent or Royal Charter— is not a partnership within the meaning of this Act. S. 5(3) inserted by No. 99/2003 s. 5(4). (3) A reference in this Act to a firm includes a reference to an incorporated limited partnership within the meaning of Part 5. No. 3745 s. 6. 6 Rules for determining existence of partnership s. 6 In determining whether a partnership does or does not exist regard shall be had to the following rules—
(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; (iv) the ultimate residue (if any) shall be divided among the partners in the proportion in which profits are divisible. _______________ Pt 3 (Headings and ss 49–80) inserted by No. 43/1992 s. 5. Division 1—Preliminary S. 49 inserted by No. 43/1992 s. 5. 49 Definitions and application of Parts 1 and 2 s. 49 (1) In this Part— S. 49(1) def. of repealed by No. 30/2003 s. 88(1)(a). * * * * * S. 49(1) def. of debt repealed by No. 99/2003 s. 6(1)(a). * * * * * S. 49(1) def. of Director inserted by No. 30/2003 s. 88(1)(b). Director means Director within the meaning of the Fair Trading Act 1999;
general partner means a partner in a limited partnership who is not a limited partner; S. 49(1) def. of liability inserted by No. 99/2003 s. 6(1)(b). liability includes any debt, obligation or liability of any kind, wherever and however incurred; S. 49(1) def. of limited partner amended by No. 99/2003 s. 6(1)(c). limited partner means a partner in a limited partnership whose liability for the liabilities of the partnership is limited in accordance with this Part; limited partnership means a partnership formed in accordance with this Part; Register means the Register of Limited Partnerships kept under this Part. S. 49(2) substituted by No. 44/2001 s. 3(Sch. item 87.2), amended by No. 30/2003 s. 88(2). (2) If there is in force an agreement or arrangement with the Australian Securities and Investments Commission of a kind referred to in section 11(8) of the ASIC Act for the performance of the functions and exercise of the powers of the Director by the Commission, a reference in this Part to the Director is taken to be a reference to the Commission. (3) Parts 1 and 2 of this Act apply to limited partnerships, except as provided by this Part. Division 2—Nature and formation of limited partnerships S. 50 inserted by No. 43/1992 s. 5. 50 Composition of limited partnership s. 50 (1) A limited partnership is a partnership consisting of— (a) at least one general partner; and (b) at least one limited partner. (2) A body corporate may be a general partner or a limited partner.
S. 56(4) amended by No. 30/2003 s. 88(2). (4) If the statement is duly lodged, the Director must record the change in the Register as soon as possible, unless as a result of the change the partnership is not eligible to be registered as a limited partnership. (5) If subsection (1) is not complied with, each general partner of the limited partnership is guilty of an offence. 10 penalty units. S. 57 inserted by No. 43/1992 s. 5. 57 Register of Limited Partnerships s. 57 S. 57(1) amended by No. 30/2003 s. 88(2). (1) The Director must keep a register of limited partnerships registered under this Part (to be called the Register of Limited Partnerships). S. 57(2) amended by No. 30/2003 s. 88(2). (2) The Register may be kept in such form as the Director thinks fit. S. 57(3) amended by No. 30/2003 s. 88(2). (3) The Director must make the information recorded in the Register available for public inspection at the office of the Director during the ordinary business hours of that office. S. 57(4) inserted by No. 35/2000 s. 35, amended by No. 30/2003 s. 88(2). (4) The Director may correct any error or omission in the Register by— (a) inserting an entry; or (b) amending an entry; or (c) omitting an entry— if he or she decides that the correction is necessary.
(3) The provisions of this section may be varied by the partnership agreement or the consent of the partners. Division 6—Dissolution and cessation of limited partnerships S. 70 inserted by No. 43/1992 s. 5. 70 Dissolution not available in certain cases (1) Subject to the terms of any agreement between the partners in a limited partnership— (a) a limited partner is not entitled to dissolve the partnership by notice; and S. 70(1)(b) amended by No. 99/2003 s. 6(10). (b) the general partners or the other limited partners are not entitled to dissolve the partnership because a limited partner has allowed the limited partner's share of the partnership property to be charged for the limited partner's separate liabilities; and (c) the death, bankruptcy or retirement or, in the case of a body corporate, the dissolution, of a limited partner does not dissolve the partnership. (2) The fact that a limited partner in a limited partnership is declared to be of unsound mind and incapable of managing his or her affairs is not a ground for dissolution of the partnership by a court unless the share and interest of the partner in the partnership cannot be otherwise ascertained or realised. S. 71 inserted by No. 43/1992 s. 5. 71 Cessation of limited partnerships s. 71 (1) A partnership ceases to be a limited partnership if— (a) none of the partners is a limited partner; or (b) the partners agree that they will carry on the business of the partnership otherwise than as a limited partnership.
Division 7—Interests in partnerships S. 74 inserted by No. 43/1992 s. 5. 74 Regulations relating to interests (1) The regulations may make provision for or with respect to— S. 74(1)(a) amended by No. 44/2001 s. 3(Sch. item 87.4). (a) interests in partnerships which are the subject of an offer, invitation, sale or issue by a limited partnership; and S. 74(1)(b) amended by No. 44/2001 s. 3(Sch. item 87.4). (b) the making of any such offer, invitation, sale or issue. S. 74(2) substituted by No. 44/2001 s. 3(Sch. item 87.5), amended by No. 9/2002 s. 3(Sch. item 13). (2) Regulations under subsection (1) may include regulations based on Parts 1.2A (Disclosing entities) and 7.10 (Market misconduct) and Chapters 5C (Managed investment schemes) and 6D (Fundraising) of the Corporations Act. Division 8—Miscellaneous provisions S. 75 inserted by No. 43/1992 s. 5. 75 Identification of limited partnerships s. 75 (1) In this section, document includes any letter, notice, publication, written offer, contract, order for goods or services, invoice, bill of exchange, promissory note, cheque, negotiable instrument, endorsement, letter of credit, receipt and statement of account. (2) Any document issued on behalf of a limited partnership in connection with the conduct of the partnership's business must contain in legible
S. 102 inserted by No. 99/2003 s. 4. 102 Change in status of partners (1) If a general partner becomes a limited partner, the partner remains liable for any liability of the incorporated limited partnership that arose before the partner became a limited partner. (2) If a limited partner becomes a general partner, the partner remains not liable (subject to section 98(2)) for any liability of the incorporated limited partnership that arose before the partner became a general partner. Note Section 98(2) imposes liability in certain circumstances on a limited partner who takes part in the management of the business of the incorporated limited partnership. S. 103 inserted by No. 99/2003 s. 4. 103 Liability in respect of conduct or acts outside the State s. 102 A limited partner in an incorporated limited partnership may only be liable for a liability incurred by the partnership as a result of— (a) the conduct of the incorporated limited partnership's business outside the State; or (b) acts outside the State of a general partner, a limited partner or the incorporated limited partnership or of any officer, employee or agent of a general partner or of the incorporated limited partnership— in circumstances where the limited partner would be so liable if the conduct or acts occurred within the State. Note Section 98(2) imposes liability in certain circumstances on a limited partner who takes part in the management of the business of the incorporated limited partnership.