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Queensland
Partnership and Other Acts
Amendment Bill 2004
Queensland
Partnership and Other Acts Amendment
Bill 2004
Contents
Page
Part 1 Preliminary
1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2 Commencement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Part 2 Amendment of Partnership Act 1891
3 Act amended in pt 2 and sch 1. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4 Insertion of new ch 1 and pt 1 hdgs . . . . . . . . . . . . . . . . . . . . . . . 8
5 Replacement of s 2 (Commencement of Act) . . . . . . . . . . . . . . . 9
2 Notes in text . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6 Amendment of s 3 (Interpretation clause) . . . . . . . . . . . . . . . . . . 9
7 Insertion of new s 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8 Insertion of new ch 1, pt 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Part 3 Application
5A Application of laws of partnership to limited
partnerships and incorporated limited partnerships . . 10
9 Insertion of new ch 2 and pt 1 hdgs . . . . . . . . . . . . . . . . . . . . . . . 10
10 Replacement of hdg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
11 Amendment of s 8 (Power of partner to bind the firm) . . . . . . . . . 11
12 Amendment of s 9 (Partners bound by acts on behalf of firm) . . . 12
13 Amendment of s 10 (Partner using credit of firm for private
purposes) ........................................ 12
14 Amendment of s 11 (Effect of notice that firm will not be bound
by acts of partner) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
15 Amendment of s 12 (Liability of partners). . . . . . . . . . . . . . . . . . . 13
16 Amendment of s 13 (Liability of the firm for wrongs) . . . . . . . . . . 14
17 Replacement of s 14 (Misapplication of money or property
received for or in custody of the firm) . . . . . . . . . . . . . . . . . . . . . . 16
2
Partnership and Other Acts Amendment Bill 2004
14 Misapplication of money or property received for or
in custody of the firm . . . . . . . . . . . . . . . . . . . . . . . . . 16
18 Amendment of s 15 (Liability for wrongs joint and several) . . . . . 16
19 Amendment of s 16 (Improper employment of trust property for
partnership purposes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
20 Amendment of s 17 (Persons liable by `holding out') . . . . . . . . . . 18
21 Amendment of s 18 (Admissions and representations of
partners) ..................................... 19
22 Amendment of s 19 (Notice to acting partner to be notice to the
firm) ........................................... 20
23 Replacement of s 20 (Liabilities of incoming and outgoing
partners) ...................................... 20
20 Liabilities of incoming and outgoing partners . . . . . . . 20
24 Amendment of s 21 (Revocation of continuing guaranty by
change in firm) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
25 Replacement of hdg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
26 Amendment of s 23 (Partnership property) . . . . . . . . . . . . . . . . . 21
27 Insertion of new s 23A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
23A Partnership property of incorporated limited
partnership ........................... 22
28 Amendment of s 25 (Conversion into personal estate of land
held as partnership property) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
29 Amendment of s 26 (Procedure against partnership property for
a partner's separate judgment debt). . . . . . . . . . . . . . . . . . . . . . . 23
30 Amendment of s 27 (Rules as to interests and duties of partners
subject to special agreement) . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
31 Amendment of s 29 (Retirement from partnership at will) . . . . . . 25
32 Amendment of s 30 (Where partnership for term is continued
over, continuance on old terms presumed) . . . . . . . . . . . . . . . . . 25
33 Amendment of s 31 (Duty of partners to render accounts etc.) . . 25
34 Amendment of s 32 (Accountability of partners for private profits) 26
35 Amendment of s 33 (Duty of partner not to compete with firm) . . 26
36 Amendment of s 34 (Rights of assignee of share in partnership) 26
37 Replacement of hdg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
34A Part does not apply to incorporated limited
partnerships .......................... 27
38 Omission of hdg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
39 Relocation and renumbering of s 48 . . . . . . . . . . . . . . . . . . . . . . 27
40 Relocation and renumbering of s 49 . . . . . . . . . . . . . . . . . . . . . . 27
41 Insertion of new ch 3 and pt 1 hdgs . . . . . . . . . . . . . . . . . . . . . . . 27
42 Insertion of new ch 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3
Partnership and Other Acts Amendment Bill 2004
Chapter 4 Incorporated limited partnerships
Part 1 Preliminary
70 Definitions for ch 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Part 2 Nature and formation of incorporated limited
partnerships
71 Partnership is formed on registration . . . . . . . . . . . . . 29
72 Partnership is separate legal entity . . . . . . . . . . . . . . 29
73 Partners in an incorporated limited partnership . . . . . 29
74 Partnership agreement . . . . . . . . . . . . . . . . . . . . . . . . 30
Part 3 Registration of incorporated limited
partnerships
75 Who may apply for registration . . . . . . . . . . . . . . . . . . 31
76 How is an application made . . . . . . . . . . . . . . . . . . . . 31
77 Registration of incorporated limited partnership. . . . . 33
78 Register of incorporated limited partnerships. . . . . . . 34
79 Changes in registered particulars. . . . . . . . . . . . . . . . 34
80 Certificates of registration etc. . . . . . . . . . . . . . . . . . . 35
81 Registration of firm-name under the Business Names
Act 1962 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
82 Acts preparatory to registration do not constitute
partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Part 4 Powers of incorporated limited partnerships
83 Powers of partnership. . . . . . . . . . . . . . . . . . . . . . . . . 37
84 Relationship of partners to others and between
themselves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Part 5 Liability and powers of limited partners
85 Definitions for pt 5. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
86 Limitation of liability of limited partners. . . . . . . . . . . . 40
87 Limited partner not to take part in the management
of the incorporated limited partnership. . . . . . . . . . . . 40
88 Definitions, etc. applicable to s 87 . . . . . . . . . . . . . . . 45
89 Differences between partners . . . . . . . . . . . . . . . . . . 46
90 Change in partners. . . . . . . . . . . . . . . . . . . . . . . . . . . 46
91 Change in status of partners . . . . . . . . . . . . . . . . . . . 47
92 Liability for conduct or acts outside the State . . . . . . . 48
93 Recognised incorporated limited partnerships under
corresponding laws. . . . . . . . . . . . . . . . . . . . . . . . . . . 48
94 Effect of ss 92 and 93. . . . . . . . . . . . . . . . . . . . . . . . . 49
Part 6 Winding up of incorporated limited partnership
4
Partnership and Other Acts Amendment Bill 2004
95 Definition for pt 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
96 Voluntary winding up . . . . . . . . . . . . . . . . . . . . . . . . . 50
97 Winding up on chief executive's certificate . . . . . . . . . 51
98 Review of certificate . . . . . . . . . . . . . . . . . . . . . . . . . . 52
99 Procedure for winding up on certificate . . . . . . . . . . . 53
100 Distribution of assets on winding up required on chief
executive's certificate . . . . . . . . . . . . . . . . . . . . . . . . . 54
101 Application of Corporations Act to winding up . . . . . . 54
102 Chief executive to be notified of winding up . . . . . . . . 55
103 Cancellation of registration . . . . . . . . . . . . . . . . . . . . . 56
Part 7 Miscellaneous provisions
104 Execution of documents . . . . . . . . . . . . . . . . . . . . . . . 56
105 Entitlement to make assumptions. . . . . . . . . . . . . . . . 57
106 Assumptions that can be made under s 105 . . . . . . . 58
107 Identification of incorporated limited partnerships . . . 59
108 Registered office . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
109 Lodgment of certain documents with the chief
executive ............................. 60
110 Duty to give information . . . . . . . . . . . . . . . . . . . . . . . 61
111 Offences by partnerships and partners . . . . . . . . . . . 61
43 Insertion of new ch 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Chapter 5 General provisions
112 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
113 False or misleading statements . . . . . . . . . . . . . . . . . 62
114 False or misleading documents . . . . . . . . . . . . . . . . . 63
115 Delegations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
116 Offences against the Act are summary . . . . . . . . . . . 63
117 Service of limited partnerships and incorporated
limited partnerships . . . . . . . . . . . . . . . . . . . . . . . . . . 64
118 Entries in registers . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
119 Approved forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
44 Insertion of new ch 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Chapter 6 Savings and transitional provisions
Part 1 Savings provision for Act No 7 of 1891
Part 2 Savings provision for Act No 78 of 1988
Part 3 Transitional provisions for Act No 94 of 2003
Part 4 Transitional provisions for Partnership and
Other Acts Amendment Act 2004
5
Partnership and Other Acts Amendment Bill 2004
124 Continuation of limited partnerships under the
Partnership (Limited Liability) Act . . . . . . . . . . . . . . . . 66
125 Continuation of register under the Partnership
(Limited Liability) Act . . . . . . . . . . . . . . . . . . . . . . . . . 66
126 Applications under the Partnership (Limited Liability)
Act ................................... 66
127 Regulations under Partnership (Limited Liability) Act
preserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
128 Prescribed forms under Partnership (Limited Liability)
Act ................................... 67
129 Relation between members of any company
registered under State Companies Acts not affected . 67
130 Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
131 References to Partnership (Limited Liability) Act 1988 68
45 Insertion of new sch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Schedule Dictionary
46 Amendment of sch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Part 3 Amendment of Partnership (Limited Liability) Act 1988
47 Act amended in pt 3 and sch 2. . . . . . . . . . . . . . . . . . . . . . . . . . . 70
48 Amendment of s 4 (Interpretation) . . . . . . . . . . . . . . . . . . . . . . . . 70
49 Relocation and renumbering of provisions . . . . . . . . . . . . . . . . . . 71
Part 4 Minor amendments and repeal
Division 1 Amendment of the Bills of Sale and Other Instruments
Act 1955
50 Act amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
51 Amendment of s 6 (Definitions) . . . . . . . . . . . . . . . . . . . . . . . . . . 72
52 Amendment of s 13 (Inspecting the register) . . . . . . . . . . . . . . . . 72
53 Amendment of s 38 (Delegations) . . . . . . . . . . . . . . . . . . . . . . . . 72
Division 2 Amendment of the Business Names Act 1962
54 Act amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
55 Amendment of s 4C (Delegation by administrator). . . . . . . . . . . . 73
Division 3 Amendment of the Electronic Transactions (Queensland)
Act 2001
56 Act amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
57 Amendment of sch 1(Excluded state laws, requirements and
permissions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Division 4 Amendment of the Liens on Crops of Sugar Cane Act 1931
58 Act amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
59 Amendment of s 2 (Definitions) . . . . . . . . . . . . . . . . . . . . . . . . . . 74
60 Amendment of s 7C (Inspecting the register) . . . . . . . . . . . . . . . . 74
6
Partnership and Other Acts Amendment Bill 2004
61 Amendment of s 23D (Delegations) . . . . . . . . . . . . . . . . . . . . . . . 74
Division 5 Amendment of the Local Government Act 1993
62 Act amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
63 Amendment of sch (Dictionary) . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Division 6 Amendment of the Motor Vehicles and Boats Securities
Act 1986
64 Act amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
65 Amendment of s 21 (False or misleading information) . . . . . . . . . 75
66 Amendment of s 21A (False or misleading documents). . . . . . . . 75
67 Amendment of s 23 (Inspecting register) . . . . . . . . . . . . . . . . . . . 75
68 Amendment of s 32 (Protection). . . . . . . . . . . . . . . . . . . . . . . . . . 76
Division 7 Amendment of the Supreme Court of Queensland Act 1991
69 Act amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
70 Amendment of s 89 (Enforcement against partnership). . . . . . . . 76
Division 8 Amendment of the Workers' Compensation and
Rehabilitation Act 2003
71 Act amended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
72 Amendment of sch 6 (Dictionary) . . . . . . . . . . . . . . . . . . . . . . . . . 77
Division 9 Repeal of the Partnership (Limited Liability) Act 1988
73 Repeal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Schedule 1 Minor and consequential amendments of Partnership
Act 1891 ...................................... 78
Schedule 2 Minor and consequential amendments of Partnership
(Limited Liability) Act 1988 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
2004
A Bill
for
An Act to amend the Partnership Act 1891, and for other
purposes
s1 8 s4
Partnership and Other Acts Amendment Bill 2004
The Parliament of Queensland enacts-- 1
Part 1 Preliminary 2
Clause 1 Short title 3
This Act may be cited as the Partnership and Other Acts 4
Amendment Act 2004. 5
Clause 2 Commencement 6
(1) Section 73 commences immediately after the commencement
1
7
of section 47.2 8
(2) The remaining provisions of this Act commence on a day to 9
be fixed by proclamation. 10
Part 2 Amendment of Partnership 11
Act 1891 12
Clause 3 Act amended in pt 2 and sch 1 13
This part and schedule 1 amend the Partnership Act 1891. 14
Clause 4 Insertion of new ch 1 and pt 1 hdgs 15
Before section 1-- 16
insert-- 17
1 Section 73 (Repeal)
2 Section 47 (Act amended in pt 3 and sch 2)
s5 9 s7
Partnership and Other Acts Amendment Bill 2004
`Chapter 1 Preliminary 1
`Part 1 Citation'. 2
Clause 5 Replacement of s 2 (Commencement of Act) 3
Section 2-- 4
omit, insert-- 5
`2 Notes in text 6
`A note in the text of this Act is part of the Act. 7
`Part 2 Interpretation'. 8
Clause 6 Amendment of s 3 (Interpretation clause) 9
(1) Section 3(2), `(2)'-- 10
omit. 11
(2) Section 3(2), as amended-- 12
relocate and renumber as section 4(1). 13
Clause 7 Insertion of new s 4 14
After section 3-- 15
insert-- 16
`4 Meaning of firm and firm-name 17
`(2) However, in relation to an incorporated limited partnership, 18
the firm-name of the incorporated limited partnership is the 19
name of the incorporated limited partnership recorded in the 20
register. 21
`(3) In this Act, a reference, in relation to an incorporated limited 22
partnership, to the incorporated limited partnership or the firm 23
is a reference to the incorporated limited partnership as a 24
s8 10 s9
Partnership and Other Acts Amendment Bill 2004
separate legal entity and not to the partners in that 1
partnership.'. 2
Clause 8 Insertion of new ch 1, pt 3 3
After section 5-- 4
insert-- 5
`Part 3 Application 6
`5A Application of laws of partnership to limited 7
partnerships and incorporated limited partnerships 8
`(1) Chapter 2 applies to limited partnerships, subject to chapter 3. 9
`(2) Except as provided (whether expressly or by necessary 10
implication) by this Act or any other Act, the law relating to 11
partnership does not apply in relation to-- 12
(a) an incorporated limited partnership; or 13
(b) the partners in an incorporated limited partnership; or 14
(c) the relationship between an incorporated limited 15
partnership and its partners.'. 16
Clause 9 Insertion of new ch 2 and pt 1 hdgs 17
Before section 6-- 18
insert-- 19
`Chapter 2 Partnerships generally 20
`Part 1 Nature of partnership'. 21
s 10 11 s 11
Partnership and Other Acts Amendment Bill 2004
Clause 10 Replacement of hdg 1
Heading before section 8-- 2
omit, insert-- 3
`Part 2 Relations of partners to 4
persons dealing with them'. 5
Clause 11 Amendment of s 8 (Power of partner to bind the firm) 6
(1) Section 8, after `Every partner'-- 7
insert-- 8
`in a partnership, other than a firm that is a limited partnership 9
or incorporated limited partnership,'. 10
(2) Section 8, from `unless'-- 11
omit, insert-- 12
`unless-- 13
(a) the partner so acting has in fact no authority to act for 14
the firm in the particular matter; and 15
(b) the person with whom the partner is dealing either 16
knows that the partner has no authority, or does not 17
know or believe the partner to be a partner.'. 18
(3) Section 8-- 19
insert-- 20
`(2) Every general partner in a limited partnership or incorporated 21
limited partnership is an agent of the partnership and of the 22
other general partners for the purpose of the business of the 23
partnership, and the acts of every general partner who does 24
any act for carrying on in the usual way business of the kind 25
carried on by the partnership of which the partner is a member 26
bind the partnership and the other general partners unless-- 27
(a) the general partner so acting has in fact no authority to 28
act for the partnership in the particular matter; and 29
(b) the person with whom the general partner is dealing 30
either knows that the general partner has no authority, or 31
s 12 12 s 13
Partnership and Other Acts Amendment Bill 2004
does not know or believe the general partner to be a 1
general partner.'. 2
12 Amendment of s 9 (Partners bound by acts on behalf of 3
firm)
Clause 4
(1) Section 9(1), `the firm', first mention-- 5
omit, insert-- 6
`a firm, other than an incorporated limited partnership,'. 7
(2) Section 9(1), `thereto authorised'-- 8
omit, insert-- 9
`authorised to bind the firm'. 10
(3) Section 9(2)-- 11
omit, insert-- 12
`(2) An act or instrument relating to the business of a firm that is 13
an incorporated limited partnership, and done or executed in 14
the firm-name, or in any other manner, showing an intention 15
to bind the firm by any person authorised to bind the firm, 16
whether a general partner or not, is (subject to section 12(3)) 17
binding on the firm and all the general partners. 18
`(3) This section does not affect any general rule of law relating to 19
the execution of deeds or negotiable instruments.'. 20
13 Amendment of s 10 (Partner using credit of firm for 21
private purposes)
Clause 22
(1) Section 10(1), `Where'-- 23
omit, insert-- 24
`If'. 25
(2) Section 10(1), `the firm', first mention-- 26
omit, insert-- 27
`a firm, other than an incorporated limited partnership,'. 28
(3) Section 10(2)-- 29
omit, insert-- 30
s 14 13 s 15
Partnership and Other Acts Amendment Bill 2004
`(2) If a general partner pledges the credit of a firm that is an 1
incorporated limited partnership for a purpose apparently not 2
connected with the firm's ordinary course of business, the firm 3
is not bound unless the general partner is in fact specially 4
authorised by the firm. 5
`(3) This section does not affect any personal liability incurred by 6
an individual general partner.'. 7
14 Amendment of s 11 (Effect of notice that firm will not be 8
bound by acts of partner)
Clause 9
(1) Section 11, `shall'-- 10
omit, insert-- 11
`is to'. 12
(2) Section 11, `the firm', first mention-- 13
omit, insert-- 14
`a firm, other than a firm that is an incorporated limited 15
partnership'. 16
(3) Section 11, `with respect to'-- 17
omit, insert-- 18
`in relation to'. 19
(4) Section 11-- 20
insert-- 21
`(2) If it has been agreed by the partners in an incorporated limited 22
partnership that any restrictions are to be placed on the power 23
(if any) of any one or more of them to bind the firm, no act 24
done in contravention of the agreement is binding on the firm 25
in relation to persons having notice of the agreement.'. 26
Clause 15 Amendment of s 12 (Liability of partners) 27
(1) Section 12, after `a firm'-- 28
insert-- 29
`, other than an incorporated limited partnership,'. 30
s 16 14 s 16
Partnership and Other Acts Amendment Bill 2004
(2) Section 12, after `partner, and'-- 1
insert-- 2
`, if the partner is an individual,'. 3
(3) Section 12, `such'-- 4
omit, insert-- 5
`those'. 6
(4) Section 12-- 7
insert-- 8
`(2) Every general partner in an incorporated limited partnership is 9
liable jointly with the incorporated limited partnership for all 10
debts and obligations of the partnership incurred while the 11
general partner is a general partner, and, if the general partner 12
is an individual, after the general partner's death the general 13
partner's estate is also severally liable in a due course of 14
administration for those debts or obligations so far as they 15
remain unsatisfied but subject to the prior payment of the 16
partner's separate debts. 17
`(3) Despite subsection (2), a general partner in an incorporated 18
limited partnership is only liable for any debts or obligations 19
of the incorporated limited partnership-- 20
(a) to the extent the incorporated limited partnership is 21
unable to satisfy the debts and obligations; or 22
(b) to a greater extent provided by the partnership 23
agreement.'. 24
Clause 16 Amendment of s 13 (Liability of the firm for wrongs) 25
(1) Section 13(1), after `any partner'-- 26
insert-- 27
`in a firm, other than an incorporated limited partnership,'. 28
(2) Section 13(1), `therefor'-- 29
omit, insert-- 30
`for the loss, injury or penalty'. 31
s 16 15 s 16
Partnership and Other Acts Amendment Bill 2004
(3) Section 13(2), after `a partner'-- 1
insert-- 2
`in a firm, other than an incorporated limited partnership,'. 3
(4) Section 13-- 4
insert-- 5
`(3) Subject to subsection (4), if by any wrongful act or omission 6
of any general partner in an incorporated limited partnership 7
acting in the ordinary course of the business of the 8
incorporated limited partnership, or with its authority, loss or 9
injury is caused to any person not being a partner in the 10
incorporated limited partnership, or any penalty is incurred, 11
the incorporated limited partnership is liable for the loss or 12
injury or penalty to the same extent as the general partner so 13
acting or omitting to act. 14
15
Note--
16
See section 12(2) about joint liability of general partners and the
17
incorporated limited partnership.
`(4) For subsection (3), a general partner in an incorporated 18
limited partnership who commits a wrongful act or omission 19
as a director of a body corporate under the Corporations Act is 20
not to be taken to be acting in the ordinary course of business 21
of the incorporated limited partnership or with its authority 22
only because of any 1 or more of the following-- 23
(a) the general partner obtained the agreement or authority 24
of the incorporated limited partnership to be appointed 25
or to act as a director of the body corporate; 26
(b) remuneration that the general partner receives for acting 27
as a director of the body corporate forms part of the 28
income of the incorporated limited partnership; 29
(c) any other general partner in the incorporated limited 30
partnership is also a director of that or any other body 31
corporate.'. 32
s 17 16 s 18
Partnership and Other Acts Amendment Bill 2004
17 Replacement of s 14 (Misapplication of money or 1
property received for or in custody of the firm)
Clause 2
Section 14-- 3
omit, insert-- 4
`14 Misapplication of money or property received for or in custody 5
of the firm 6
`(1) In each of the following cases involving the partners of a firm, 7
other than an incorporated limited partnership, the firm is 8
liable to make good the loss mentioned in the case-- 9
(a) 1 partner acting within the scope of the partner's 10
apparent authority receives the money or property of a 11
third person and misapplies it; 12
(b) a firm in the course of its business receives money or 13
property of a third person, and the money or property so 14
received is misapplied by 1 or more of the partners 15
while it is in the custody of the firm. 16
`(2) In each of the following cases involving general partners in an 17
incorporated limited partnership, the incorporated limited 18
partnership is liable to make good the loss mentioned in the 19
case-- 20
(a) 1 general partner acting within the scope of the general 21
partner's apparent authority receives the money or 22
property of a third person and misapplies it; 23
(b) an incorporated limited partnership in the course of its 24
business receives money or property of a third person, 25
and the money or property so received is misapplied by 26
1 or more of the general partners while it is in the 27
custody of the incorporated limited partnership.'. 28
18 Amendment of s 15 (Liability for wrongs joint and 29
several)
Clause 30
(1) Section 15, after `Every partner'-- 31
insert-- 32
`in a firm, other than an incorporated limited partnership,'. 33
s 19 17 s 19
Partnership and Other Acts Amendment Bill 2004
(2) Section 15, `while he or she is a partner therein'-- 1
omit, insert-- 2
`, while he or she is a partner in the firm,'. 3
(3) Section 15-- 4
insert-- 5
`(2) Every general partner in an incorporated limited partnership is 6
liable jointly with the other general partners in the 7
incorporated limited partnership and also severally for 8
everything for which the incorporated limited partnership, 9
while the general partner is a general partner in the 10
incorporated limited partnership, becomes liable under 11
section 13(3) or 14(2).3 12
`(3) Despite subsection (2), a general partner in an incorporated 13
limited partnership is only liable for any liability of the 14
incorporated limited partnership referred to in the 15
subsection-- 16
(a) to the extent the incorporated limited partnership is 17
unable to satisfy the liability; or 18
(b) to a greater extent provided by the partnership 19
agreement.'. 20
19 Amendment of s 16 (Improper employment of trust 21
property for partnership purposes)
Clause 22
(1) Section 16(1), after `If a partner'-- 23
insert-- 24
`in a firm, other than an incorporated limited partnership'. 25
(2) Section 16(1), `therein'-- 26
omit, insert-- 27
`in it'. 28
3 Section 13 (Liability of the firm for wrongs) or 14 (Misapplication of money or
property received for or in custody of the firm)
s 20 18 s 20
Partnership and Other Acts Amendment Bill 2004
(3) Section 16(2)(a) and (b), `this section'-- 1
omit, insert-- 2
`subsection (1)'. 3
(4) Section 16-- 4
insert-- 5
`(3) If a general partner in an incorporated limited partnership, 6
being a trustee, improperly employs trust property in the 7
business or on the account of the partnership, neither the 8
partnership nor any other partner is liable for the trust 9
property to the persons beneficially interested in it. 10
`(4) However-- 11
(a) subsection (3) does not affect any liability incurred by 12
any partner in the incorporated limited partnership by 13
reason of the partner's having notice of a breach of trust; 14
and 15
(b) nothing in subsection (3) prevents trust money from 16
being followed and recovered from the incorporated 17
limited partnership if still in its possession or under its 18
control.'. 19
Clause 20 Amendment of s 17 (Persons liable by `holding out') 20
(1) Section 17(1), after `particular firm'-- 21
insert-- 22
`that is a firm other than a limited partnership or incorporated 23
limited partnership'. 24
(2) Section 17(1), `any such'-- 25
omit, insert-- 26
`the'. 27
(3) Section 17(2), `However, where'-- 28
omit, insert-- 29
`If'. 30
s 21 19 s 21
Partnership and Other Acts Amendment Bill 2004
(4) Section 17(2), `thereof'-- 1
omit, insert-- 2
`of that name'. 3
(5) Section 17(2), after `liable'-- 4
insert-- 5
`under subsection (1) or (2)'. 6
(6) Section 17(2), as amended-- 7
renumber as section 17(3). 8
(7) Section 17-- 9
insert-- 10
`(2) Everyone who by words spoken or written or by conduct 11
represents himself or herself, or who knowingly suffers 12
himself or herself to be represented, as a general partner in a 13
particular firm that is a limited partnership or an incorporated 14
limited partnership is liable as a general partner to anyone 15
who has on the faith of the representation given credit to the 16
firm, whether the representation has or has not been made or 17
communicated to the person so giving credit by or with the 18
knowledge of the apparent general partner making the 19
representation or suffering it to be made.'. 20
21 Amendment of s 18 (Admissions and representations of 21
partners)
Clause 22
(1) Section 18, after `any partner'-- 23
insert-- 24
`in a firm other than a limited partnership or incorporated 25
limited partnership'. 26
(2) Section 18-- 27
insert-- 28
`(2) An admission or representation made by any general partner 29
in a limited partnership or incorporated limited partnership 30
concerning the partnership affairs, and in the ordinary course 31
of its business, is evidence against the firm.'. 32
s 22 20 s 23
Partnership and Other Acts Amendment Bill 2004
22 Amendment of s 19 (Notice to acting partner to be notice 1
to the firm)
Clause 2
(1) Section 19, after `any partner'-- 3
insert-- 4
`in a firm, other than a limited partnership or incorporated 5
limited partnership,'. 6
(2) Section 19-- 7
insert-- 8
`(2) Notice to any general partner in a limited partnership or 9
incorporated limited partnership who habitually acts in the 10
partnership business of any matter relating to partnership 11
affairs operates as notice to the firm, except in the case of a 12
fraud on the firm committed by or with the consent of that 13
partner.'. 14
23 Replacement of s 20 (Liabilities of incoming and 15
outgoing partners)
Clause 16
Section 20-- 17
omit, insert-- 18
`20 Liabilities of incoming and outgoing partners 19
`(1) A person who is admitted as a partner into an existing firm, 20
other than a limited partnership or incorporated limited 21
partnership, does not by that admission alone become liable 22
for anything done before the person became a partner. 23
`(2) A person who is admitted as a general partner into an existing 24
limited partnership or incorporated limited partnership does 25
not by that admission alone become liable for anything done 26
before the person became a general partner. 27
`(3) A partner who retires from a firm, other than a limited 28
partnership or incorporated limited partnership, does not by 29
that retirement alone cease to be liable for partnership debts 30
and obligations incurred before the partner's retirement. 31
`(4) A partner who retires from a limited partnership or 32
incorporated limited partnership does not by that retirement 33
alone cease to be liable for liabilities of the firm incurred 34
s 24 21 s 26
Partnership and Other Acts Amendment Bill 2004
before the partner's retirement for which the partner was 1
liable. 2
`(5) A retiring partner in a firm, other than a limited partnership or 3
incorporated limited partnership, may be discharged from any 4
existing liabilities by an agreement to that effect between the 5
partner and the members of the firm as newly constituted and 6
the creditors, and this agreement may be either expressed or 7
inferred as a fact from the course of dealing between the 8
creditors and the firm as newly constituted. 9
`(6) A retiring partner in a limited partnership or incorporated 10
limited partnership may be discharged from any existing 11
liabilities by an agreement to that effect between the partner 12
and the firm and the creditors, and this agreement may be 13
either expressed or inferred as a fact from the course of 14
dealing between the creditors and the firm.'. 15
24 Amendment of s 21 (Revocation of continuing guaranty 16
by change in firm)
Clause 17
(1) Section 21, `in respect of'-- 18
omit, insert-- 19
`in relation to'. 20
(2) Section 21-- 21
insert-- 22
`(2) This section does not apply in relation to an incorporated 23
limited partnership.'. 24
Clause 25 Replacement of hdg 25
Heading before section 22-- 26
omit, insert-- 27
`Part 3 Relations of partners to one 28
another'. 29
Clause 26 Amendment of s 23 (Partnership property) 30
(1) Section 23, heading, after `property'-- 31
s 27 22 s 27
Partnership and Other Acts Amendment Bill 2004
insert-- 1
`of firms other than incorporated limited partnerships'. 2
(2) Section 23(1), from `partnership business' to `must be held'-- 3
omit, insert-- 4
`partnership business (partnership property) must be held'. 5
(3) Section 23(2), `shall'-- 6
omit, insert-- 7
`is to' 8
(4) Section 23(2), `thereof'-- 9
omit, insert-- 10
`of the estate or interest'. 11
(5) Section 23(2), `thereto applicable'-- 12
omit, insert-- 13
`applying to the estate or interest'. 14
(6) Section 23(3), `Where'-- 15
omit, insert-- 16
`If'. 17
(7) Section 23-- 18
insert-- 19
`(4) This section does not apply in relation to an incorporated 20
limited partnership.'. 21
Clause 27 Insertion of new s 23A 22
After section 23-- 23
insert-- 24
`23A Partnership property of incorporated limited 25
partnership 26
`(1) All property, and rights and interests in property, acquired, 27
whether by purchase or otherwise, on account of an 28
incorporated limited partnership, or for the purposes and in 29
the course of the business of the partnership, are called in this 30
s 28 23 s 29
Partnership and Other Acts Amendment Bill 2004
Act partnership property, and must be applied by the 1
partnership exclusively for the purposes of the partnership. 2
`(2) No partner in an incorporated limited partnership, only 3
because of being a partner in the partnership, has any legal or 4
beneficial interest in its partnership property.'. 5
28 Amendment of s 25 (Conversion into personal estate of 6
land held as partnership property)
Clause 7
(1) Section 25, `Where'-- 8
omit, insert-- 9
`If'. 10
(2) Section 25, `it shall,'-- 11
omit. 12
(3) Section 25, after `appears,'-- 13
insert-- 14
`it is to'. 15
(4) Section 25-- 16
insert-- 17
`(2) This section does not apply in relation to an incorporated 18
limited partnership.'. 19
29 Amendment of s 26 (Procedure against partnership 20
property for a partner's separate judgment debt)
Clause 21
(1) Section 26(1), from `After' to `shall not'-- 22
omit, insert-- 23
`An enforcement warrant can not'. 24
(2) Section 26(2), `by summons'-- 25
omit. 26
(3) Section 26(2), `thereon'-- 27
omit, insert-- 28
`on the judgment debt'. 29
s 30 24 s 30
Partnership and Other Acts Amendment Bill 2004
(4) Section 26(2), `in respect of'-- 1
omit, insert-- 2
`in relation to'. 3
(5) Section 26(3), `shall be'-- 4
omit, insert-- 5
`are'. 6
(6) Section 26-- 7
insert-- 8
`(4) Subsections (2) and (3) do not apply in relation to an 9
incorporated limited partnership.'. 10
30 Amendment of s 27 (Rules as to interests and duties of 11
partners subject to special agreement)
Clause 12
(1) Section 27, `shall be determined'-- 13
omit, insert-- 14
`must be decided'. 15
(2) Section 27(b), `in respect of'-- 16
omit, insert-- 17
`in relation to'. 18
(3) Section 27(f), `shall be'-- 19
omit, insert-- 20
`is'. 21
(4) Section 27(i), `when'-- 22
omit, insert-- 23
`if'. 24
(5) Section 27-- 25
insert-- 26
`(2) This section does not apply in relation to an incorporated 27
limited partnership.'. 28
s 31 25 s 33
Partnership and Other Acts Amendment Bill 2004
Clause 31 Amendment of s 29 (Retirement from partnership at will) 1
(1) Section 29(1) and (2), `Where'-- 2
omit, insert-- 3
`If'. 4
(2) Section 29-- 5
insert-- 6
`(3) This section does not apply in relation to an incorporated 7
limited partnership.'. 8
32 Amendment of s 30 (Where partnership for term is 9
continued over, continuance on old terms presumed)
Clause 10
(1) Section 30, heading, `Where'-- 11
omit, insert-- 12
`If'. 13
(2) Section 30(1), `Where'-- 14
omit, insert-- 15
`If'. 16
(3) Section 30(2), from `such' to `therein'-- 17
omit, insert-- 18
`those of them who habitually acted in the business'. 19
(4) Section 30-- 20
insert-- 21
`(3) This section does not apply in relation to an incorporated 22
limited partnership.'. 23
33 Amendment of s 31 (Duty of partners to render accounts 24
etc.)
Clause 25
(1) Section 31, after `Partners'-- 26
insert-- 27
`in a firm, other than an incorporated limited partnership,'. 28
s 34 26 s 36
Partnership and Other Acts Amendment Bill 2004
(2) Section 31-- 1
insert-- 2
`(2) An incorporated limited partnership is, subject to the 3
partnership agreement, bound to render true accounts and full 4
information of all things affecting the partnership to any 5
partner or the partner's legal representatives.'. 6
34 Amendment of s 32 (Accountability of partners for private 7
profits)
Clause 8
(1) Section 32(2), `thereof'-- 9
omit, insert-- 10
`of the partnership'. 11
(2) Section 32-- 12
insert-- 13
`(3) This section does not apply in relation to an incorporated 14
limited partnership.'. 15
35 Amendment of s 33 (Duty of partner not to compete with 16
firm)
Clause 17
Section 33-- 18
insert-- 19
`(2) This section does not apply in relation to an incorporated 20
limited partnership.'. 21
36 Amendment of s 34 (Rights of assignee of share in 22
partnership)
Clause 23
(1) Section 34(2), `as respects'-- 24
omit, insert-- 25
`in relation to'. 26
(2) Section 34-- 27
insert-- 28
s 37 27 s 41
Partnership and Other Acts Amendment Bill 2004
`(3) This section does not apply in relation to an incorporated 1
limited partnership.'. 2
Clause 37 Replacement of hdg 3
Heading before section 35-- 4
omit, insert-- 5
`Part 4 Dissolution of partnership and 6
its consequences 7
`34A Part does not apply to incorporated limited 8
partnerships 9
`This part does not apply in relation to an incorporated limited 10
partnership.'. 11
Clause 38 Omission of hdg 12
Heading before section 48-- 13
omit. 14
Clause 39 Relocation and renumbering of s 48 15
Section 48-- 16
relocate to chapter 6, part 1 and renumber as section 121. 17
Clause 40 Relocation and renumbering of s 49 18
Section 49-- 19
relocate to chapter 6, part 3 and renumber as section 123. 20
Clause 41 Insertion of new ch 3 and pt 1 hdgs 21
After section 47-- 22
insert-- 23
s 42 28 s 42
Partnership and Other Acts Amendment Bill 2004
`Chapter 3 Limited partnerships 1
`Part 1 Preliminary'. 2
Clause 42 Insertion of new ch 4 3
After chapter 3-- 4
insert-- 5
`Chapter 4 Incorporated limited 6
partnerships 7
`Part 1 Preliminary 8
`70 Definitions for ch 4 9
`In this chapter-- 10
AFOF means an AFOF within the meaning of the Venture 11
Capital Act 2002 (Cwlth). 12
fee includes tax. 13
person includes a partnership. 14
register means the register of incorporated limited 15
partnerships kept under section 78. 16
special resolution, in relation to the limited partners, means a 17
resolution that has been passed by at least 75% of the limited 18
partners. 19
VCLP means a VCLP within the meaning of the Venture 20
Capital Act 2002 (Cwlth). 21
VCMP means a venture capital management partnership. 22
venture capital management partnership means a venture 23
capital management partnership within the meaning of the 24
Income Tax Assessment Act 1936 (Cwlth), section 94D(3). 25
s 42 29 s 42
Partnership and Other Acts Amendment Bill 2004
`Part 2 Nature and formation of 1
incorporated limited 2
partnerships 3
`71 Partnership is formed on registration 4
`An incorporated limited partnership is formed on registration 5
under this chapter. 6
`72 Partnership is separate legal entity 7
`(1) An incorporated limited partnership-- 8
(a) is a body corporate with legal personality separate from 9
that of the partners in it and with perpetual succession; 10
and 11
(b) may have a common seal; and 12
(c) may sue and be sued in its firm-name. 13
`(2) An incorporated limited partnership's common seal must be 14
kept in the custody of a person nominated by the partnership 15
and may be used only as authorised by the partnership. 16
`73 Partners in an incorporated limited partnership 17
`(1) An incorporated limited partnership must have-- 18
(a) at least 1 general partner but no more than 20 general 19
partners; and 20
(b) at least 1 limited partner. 21
22
Note--
23
There is no limit on the number of limited partners.
`(2) Any of the following may be a general partner or a limited 24
partner-- 25
(a) an individual; 26
(b) a partnership; 27
(c) a body corporate. 28
s 42 30 s 42
Partnership and Other Acts Amendment Bill 2004
`(3) For subsection (1)(a), if a general partner is a partnership and 1
no partner in the partnership has, under the relevant law, 2
limited liability, the number of partners in the partnership is to 3
be counted. 4
`(4) Also for subsection (1)(a), if a general partner is a partnership 5
and any partner in the partnership has, under the relevant law, 6
limited liability-- 7
(a) the number of partners in the partnership who do not 8
have limited liability is to be counted; and 9
(b) the number of partners in the partnership who do have 10
limited liability is not to be counted. 11
`(5) In this section-- 12
limited liability means limited liability for the liabilities of the 13
partnership. 14
relevant law, for a partnership, means the law of the place 15
where the partnership is formed. 16
`74 Partnership agreement 17
`(1) A written partnership agreement between the partners in an 18
incorporated limited partnership must be in force at all times. 19
`(2) A partnership agreement also has effect as a contract between 20
the incorporated limited partnership and each partner under 21
which the partnership and each partner agree to observe and 22
perform the agreement so far as it applies to them. 23
`(3) Nothing in subsection (2) prevents an incorporated limited 24
partnership itself executing a partnership agreement. 25
`(4) The interests of the partners in an incorporated limited 26
partnership and their rights and duties in relation to the 27
partnership are, subject to this Act, to be decided in 28
accordance with the agreement. 29
s 42 31 s 42
Partnership and Other Acts Amendment Bill 2004
`Part 3 Registration of incorporated 1
limited partnerships 2
`75 Who may apply for registration 3
`(1) An application for registration as an incorporated limited 4
partnership may be made, in the circumstances described in 5
subsection (2), by a partnership or by persons proposing to be 6
the partners in the proposed incorporated limited partnership. 7
`(2) The circumstances are-- 8
(a) that-- 9
(i) the partnership is a VCLP or AFOF; or 10
(ii) a general partner in the partnership or a proposed 11
general partner in the proposed incorporated 12
limited partnership intends to apply for registration 13
of the partnership or proposed partnership under 14
the Venture Capital Act 2002 (Cwlth), part 2 as a 15
VCLP or AFOF; or 16
(b) that-- 17
(i) the partnership is a VCMP; or 18
(ii) the partners in the partnership or the proposed 19
partners in the proposed incorporated limited 20
partnership intend that the partnership or proposed 21
partnership will meet the requirements set out in 22
the Income Tax Assessment Act 1936 (Cwlth), 23
section 94D for recognition as a VCMP. 24
`76 How is an application made 25
`(1) An application for registration as an incorporated limited 26
partnership must-- 27
(a) be made to the chief executive; and 28
(b) be in the approved form signed by each partner or 29
proposed partner or someone on the partner's or 30
proposed partner's behalf; and 31
s 42 32 s 42
Partnership and Other Acts Amendment Bill 2004
(c) be accompanied by any fee prescribed under a 1
regulation. 2
`(2) Without limiting what the application may include, the 3
application must include the following general information-- 4
(a) the proposed firm-name of the proposed incorporated 5
limited partnership; 6
(b) the full address of the proposed registered office in 7
Queensland of the proposed incorporated limited 8
partnership; 9
(c) the full name of each partner or proposed partner or, if 10
the partner or proposed partner is a partnership, the 11
name of the firm or, if the firm does not have a name, the 12
full name of each partner in the firm; 13
(d) the full address of each partner or proposed partner, as 14
follows-- 15
(i) if the partner or proposed partner is an 16
individual--his or her principal place of residence; 17
(ii) if the partner or proposed partner is a body 18
corporate--its registered office or principal place 19
of business; 20
(iii) if the partner or proposed partner is a 21
partnership--its registered office or principal place 22
of business. 23
`(3) The firm-name of the partnership must include at the end as 24
part of the firm-name 1 of the following-- 25
(a) `An incorporated limited partnership'; 26
(b) `L.P.'; 27
(c) `LP'. 28
`(4) Also, the application must include, or be accompanied by, the 29
following additional information-- 30
(a) a statement in relation to each partner or proposed 31
partner as to whether the partner or proposed partner is, 32
or is proposed to be, a general partner or a limited 33
partner; 34
s 42 33 s 42
Partnership and Other Acts Amendment Bill 2004
(b) a statement in relation to each partner or proposed 1
partner that is a partnership to the effect that the partner 2
or proposed partner is a partnership; 3
(c) for an application by a partnership that is a VCLP or an 4
AFOF--evidence of its registration under the Venture 5
Capital Act 2002 (Cwlth); 6
(d) for an application by persons proposing to be the 7
partners in a VCLP or an AFOF--a statement that the 8
persons propose to be the partners in a VCLP or an 9
AFOF; 10
11
Note--
12
Person is defined in section 70 to include a partnership.
(e) for an application by a partnership that is a VCMP--a 13
statement that the partnership is a VCMP; 14
(f) for an application by persons proposing to be the 15
partners in a VCMP--a statement that the persons 16
propose to be the partners in a VCMP; 17
(g) anything else prescribed under a regulation. 18
`77 Registration of incorporated limited partnership 19
`(1) If an application for registration of an incorporated limited 20
partnership has been made under section 76, the chief 21
executive may register the incorporated limited partnership. 22
`(2) If the chief executive registers an incorporated limited 23
partnership-- 24
(a) the firm-name of the partnership is its name as recorded 25
in the register; and 26
(b) the registered office of the partnership is its office as 27
recorded in the register. 28
`(3) An incorporated limited partnership must have as part of its 29
firm-name the words `An incorporated limited partnership' or 30
`L.P.' or `LP', as recorded in the register, at the end of its 31
firm-name. 32
`(4) However, the chief executive must not record in the register as 33
the firm-name of an incorporated limited partnership a name 34
s 42 34 s 42
Partnership and Other Acts Amendment Bill 2004
that could not be registered under the Business Names Act 1
1962 without contravention of section 9(1)4 of that Act. 2
`(5) Subject to subsection (4), registration is effected when the 3
chief executive records in the register the details of 4
information included in, or accompanying, the application for 5
registration (the registered particulars) that may be 6
prescribed under a regulation. 7
`78 Register of incorporated limited partnerships 8
`(1) The chief executive must keep a register of incorporated 9
limited partnerships registered under this chapter. 10
`(2) The register may be kept in any form the chief executive 11
considers appropriate and may form part of the register of 12
limited partnerships kept under section 51. 13
`(3) The chief executive must make the information recorded in 14
the register available for public inspection, on payment of the 15
fee prescribed under a regulation, at an office of a department 16
at Brisbane during normal office hours. 17
`(4) The chief executive may, on application or on the chief 18
executive's own initiative, correct any error or omission in the 19
register by-- 20
(a) inserting an entry; or 21
(b) amending an entry; or 22
(c) omitting an entry; 23
if the chief executive decides that the correction is necessary. 24
`(5) The chief executive must not omit an entry in the register 25
unless satisfied that the entire entry was included in error. 26
`79 Changes in registered particulars 27
`(1) If any change happens in relation to the registered particulars 28
of an incorporated limited partnership, a statement setting out 29
4 Business Names Act 1962, section 9 (Restriction on registration of business names
that are undesirable etc.)
s 42 35 s 42
Partnership and Other Acts Amendment Bill 2004
the changed particulars must be given to the chief executive 1
within 7 days after the change happens. 2
`(2) The statement must be signed by all the general partners, or 3
by a general partner authorised by all the general partners for 4
this section. 5
`(3) The statement must-- 6
(a) be in the approved form; and 7
(b) contain any particulars required under a regulation; and 8
(c) be accompanied by the fee prescribed under a 9
regulation. 10
`(4) If subsection (1) is not complied with, each general partner in 11
the incorporated limited partnership commits an offence. 12
Maximum penalty for subsection (4)--10 penalty units. 13
`80 Certificates of registration etc. 14
`(1) The chief executive, if-- 15
(a) registering an incorporated limited partnership; or 16
(b) recording a change in the registered particulars of an 17
incorporated limited partnership; or 18
(c) correcting an error or omission in the register in relation 19
to an incorporated limited partnership; 20
must issue to the general partners a certificate as to the 21
formation and registered particulars as at that time of the 22
incorporated limited partnership. 23
`(2) The chief executive may, on application accompanied by the 24
fee prescribed under a regulation, issue to the applicant a 25
certificate in relation to an incorporated limited partnership as 26
to the formation and registered particulars as at that time of 27
the incorporated limited partnership. 28
`(3) A certificate under this section stating any of the following 29
matters is evidence of the matter stated-- 30
(a) an incorporated limited partnership was formed on the 31
date of registration mentioned in the certificate; 32
s 42 36 s 42
Partnership and Other Acts Amendment Bill 2004
(b) an incorporated limited partnership existed at a time 1
mentioned in the certificate; 2
(c) named persons were the general partners and limited 3
partners in an incorporated limited partnership at a time 4
mentioned in the certificate; 5
(d) any other particular of an incorporated limited 6
partnership mentioned in the certificate was recorded in 7
the register at a stated time. 8
`81 Registration of firm-name under the Business Names 9
Act 1962 10
`(1) The Business Names Act 1962 does not apply so as to require 11
an incorporated limited partnership to apply to register a 12
business name if that name is the firm-name of the partnership 13
as recorded in the register. 14
`(2) On registration of an incorporated limited partnership by the 15
chief executive under section 77, the firm-name of the 16
partnership as recorded in the register is taken to be the 17
business name of the incorporated limited partnership for the 18
Business Names Act 1962. 19
`(3) A registrar under the Business Names Act 1962 must register 20
the business name under that Act and maintain the registration 21
while the incorporated limited partnership is registered under 22
this Act. 23
`(4) If the firm-name of the partnership registered under this 24
chapter is changed by the chief executive, a registrar under the 25
Business Names Act 1962 must record the change under that 26
Act. 27
`(5) No fee is payable for the registration, or a change, of the 28
firm-name as a business name under the Business Names 29
Act 1962. 30
`82 Acts preparatory to registration do not constitute 31
partnership 32
`Any act done in connection with the making of an application 33
for registration under this chapter by or for persons proposing 34
to be the partners in a proposed incorporated limited 35
s 42 37 s 42
Partnership and Other Acts Amendment Bill 2004
partnership does not of itself create a partnership between the 1
persons. 2
`Part 4 Powers of incorporated limited 3
partnerships 4
`83 Powers of partnership 5
`(1) An incorporated limited partnership has the legal capacity and 6
powers of an individual and also all the powers of a body 7
corporate including, for example, the power, whether within 8
or outside Queensland or outside Australia-- 9
(a) to carry on the business of the partnership; and 10
(b) to do all things necessary or convenient to be done in 11
connection with the carrying on of the business of the 12
partnership including, for example, the power to-- 13
(i) enter into contracts or otherwise acquire rights or 14
liabilities; or 15
(ii) create, confer, vary or cancel interests in the 16
partnership; or 17
(iii) acquire, hold and dispose of real or personal 18
property or of an interest, whether beneficial or 19
legal, in real or personal property; or 20
(iv) appoint agents and attorneys, and act as agent for 21
other persons; or 22
(v) form, and participate in the formation of, 23
companies or incorporated limited partnerships; or 24
(vi) participate in partnerships, trusts, unincorporated 25
joint ventures and other arrangements for the 26
sharing of profits; or 27
(vii) do any other thing it is authorised to do by or under 28
this chapter or the partnership agreement. 29
`(2) The powers of an incorporated limited partnership may be 30
limited by the partnership agreement. 31
s 42 38 s 42
Partnership and Other Acts Amendment Bill 2004
`(3) If a statement is made under section 76(4)(d), despite 1
subsections (1) and (2), the incorporated limited partnership's 2
powers are limited to carrying on activities related to 3
becoming registered as a VCLP or AFOF until the 4
incorporated limited partnership becomes a VCLP or AFOF. 5
(4) If a statement is made under section 76(4)(f), despite 6
subsections (1) and (2), the incorporated limited partnership's 7
powers are limited to carrying on activities related to 8
becoming a VCMP until the incorporated limited partnership 9
becomes a VCMP. 10
`84 Relationship of partners to others and between 11
themselves 12
`(1) Other than as provided by the partnership agreement or agreed 13
between the partners-- 14
(a) a general partner, the incorporated limited partnership or 15
an officer, employee or agent of a general partner or of 16
the incorporated limited partnership is not an agent of a 17
limited partner; and 18
(b) the acts of a general partner or of the incorporated 19
limited partnership or of an officer, employee or agent of 20
a general partner or of the incorporated limited 21
partnership do not bind a limited partner; and 22
(c) a limited partner is not an agent of, or a fiduciary for-- 23
(i) a general partner; or 24
(ii) another limited partner; or 25
(iii) the incorporated limited partnership; and 26
(d) the acts of a limited partner do not bind a general partner 27
or another limited partner or the incorporated limited 28
partnership itself. 29
`(2) A reference in subsection (1) to a general partner includes, if 30
the general partner is a partnership, a partner in that 31
partnership. 32
`(3) Nothing in subsection (1) stops the making of, or limits or 33
restricts, an agreement between 2 partners or between a 34
s 42 39 s 42
Partnership and Other Acts Amendment Bill 2004
partner and the incorporated limited partnership under 1
which-- 2
(a) 1 partner acts as an agent of another partner or of the 3
partnership and, by so acting, binds the other partner or 4
the partnership; or 5
(b) the partnership acts as an agent of a partner and, by so 6
acting, binds the partner. 7
`(4) Any consent or authority that under this Act is required or 8
permitted to be given by a partner or 2 or more partners or all 9
the partners may, in the case of an incorporated limited 10
partnership, be given by that partner or those partners by or 11
under the partnership agreement either in relation to all cases, 12
or in relation to all cases subject to stated exceptions, or in 13
relation to any stated case or class of case. 14
(5) Subsection (4) does not limit any other way in which a 15
consent or authority might be given. 16
`(6) Any consent or authority that under this Act is required or 17
permitted to be given by an incorporated limited partnership 18
may, without limiting any other way in which it might be 19
given, be given by a general partner or 2 or more general 20
partners acting under the partnership agreement. 21
`(7) A limited partner, as limited partner, is not a proper party to 22
any proceeding commenced in a court or tribunal by or 23
against the incorporated limited partnership, other than a 24
proceeding commenced by the incorporated limited 25
partnership against the limited partner or by the limited 26
partner against the incorporated limited partnership. 27
`Part 5 Liability and powers of limited 28
partners 29
`85 Definitions for pt 5 30
`In this part-- 31
s 42 40 s 42
Partnership and Other Acts Amendment Bill 2004
related body corporate has the meaning given by section 9 of 1
the Corporations Act. 2
security holder, in relation to a body, whether corporate or 3
unincorporated, includes a holder of securities (within the 4
meaning of the Corporations Act, section 92(3)) in or of the 5
body. 6
`86 Limitation of liability of limited partners 7
`(1) A limited partner has no liability for the liabilities of the 8
incorporated limited partnership or of a general partner. 9
`(2) Nothing in subsection (1) or section 92 or 935 stops-- 10
(a) a contribution of capital or property made by a limited 11
partner to the incorporated limited partnership being 12
used; or 13
(b) an obligation of a limited partner to contribute capital or 14
property to the incorporated limited partnership being 15
enforced by any person to whom the obligation is owed; 16
in satisfaction of a liability of the partnership or of a general 17
partner. 18
`(3) This section is subject to section 87.6 19
`87 Limited partner not to take part in the management 20
of the incorporated limited partnership 21
`(1) A limited partner must not take part in the management of the 22
business of the incorporated limited partnership. 23
`(2) If-- 24
(a) as a direct result of any wrongful act or omission of a 25
limited partner in taking part in the management of the 26
business of an incorporated limited partnership, the 27
limited partner causes any loss or injury to any person 28
5 Section 92 (Liability for conduct or acts outside the State) or 93 (Recognised
incorporated limited partnerships under corresponding laws)
6 Section 87 (Limited partner not to take part in the management of the incorporated
limited partnership)
s 42 41 s 42
Partnership and Other Acts Amendment Bill 2004
other than a partner in the partnership (a third party); 1
and 2
(b) at the time of the act or omission the third party had 3
reasonable grounds to believe that the limited partner 4
was a general partner in the partnership; 5
the limited partner is liable for the loss or injury to the same 6
extent that the limited partner would have been liable if the 7
limited partner were in fact a general partner in the 8
partnership. 9
10
Note--
11
A limited partner is not an agent of an incorporated limited partnership
12
and the acts of a limited partner do not bind a general partner, another
13
limited partner or the partnership itself. See section 84(1).
`(3) A limited partner is not to be regarded as taking part in the 14
management of the business of the incorporated limited 15
partnership only because the limited partner or a person acting 16
for the limited partner-- 17
(a) is an employee or an independent contractor of the 18
partnership or of a general partner or an associate of the 19
general partner, or is an officer of a general partner that 20
is a body corporate; or 21
(b) gives advice to, or for, the partnership or a general 22
partner or an associate of the general partner in the 23
proper performance of functions arising from-- 24
(i) the engagement of the limited partner in a 25
professional capacity or a person acting on behalf 26
of the limited partner in a professional capacity; or 27
(ii) business dealings between the limited partner, or a 28
person acting on behalf of the limited partner, and 29
the partnership or between the limited partner and 30
a general partner or an associate of the general 31
partner; or 32
(c) gives a guarantee or indemnity in relation to any liability 33
of the partnership or of a general partner or an associate 34
of the general partner; or 35
(d) takes any action, or participates in any action taken by 36
any other limited partner, for the purpose of enforcing 37
s 42 42 s 42
Partnership and Other Acts Amendment Bill 2004
the rights, or safeguarding the interests, of the limited 1
partner as a limited partner; or 2
(e) if permitted by the partnership agreement-- 3
(i) calls, requisitions, convenes, chairs, participates in, 4
postpones, adjourns or makes a record of a meeting 5
of the partners or of the limited partners or of any 6
of them; or 7
(ii) whether at the meeting or in writing or otherwise, 8
requisitions, formulates, signs, approves, 9
disapproves, proposes, moves, supports, opposes, 10
speaks to or votes on any resolution, or an 11
amendment to any resolution of the partners or of 12
the limited partners or of any of them; or 13
(f) exercises a power conferred on the limited partner by 14
subsection (4) or under the partnership agreement or 15
otherwise has, or exercises, a right to-- 16
(i) have access to and inspect the books or records of 17
the partnership or copy any of them; or 18
(ii) examine the state or prospects of the business of 19
the partnership or advise, or consult with, other 20
partners in relation to the state or prospects of the 21
business of the partnership; or 22
(g) is or acts as an officer, director, security holder, partner, 23
agent, employee or independent contractor of an 24
associate of the partnership; or 25
(h) gives advice to, or consults with, an associate of the 26
partnership; or 27
(i) is or acts as a lender to, or fiduciary for, an associate of 28
the partnership; or 29
(j) to the extent authorised by the partnership agreement, 30
participates on, or has or exercises any right to appoint 31
1 or more persons to, or remove 1 or more persons from, 32
or to nominate 1 or more persons for appointment to or 33
removal from, a committee that considers, approves of, 34
consents to or disapproves of any 1 or more of the 35
following proposals from a general partner-- 36
s 42 43 s 42
Partnership and Other Acts Amendment Bill 2004
(i) a proposal involving a material change in the 1
nature of the business of the partnership, including 2
a change in, or departure from, any investment 3
guidelines, policies or conditions relating to the 4
business of the partnership; 5
(ii) a proposal for the adoption of a method for valuing 6
some or all of the assets of the partnership, 7
including a change to, replacement of or variation 8
from a method for valuing some or all of the assets 9
of the partnership; 10
(iii) a proposal for an extension or reduction in the 11
period in which, under the partnership agreement, 12
investments (or particular types of investments) 13
can be made by the partnership, or for any approval 14
or disapproval of investments that the partnership 15
does not otherwise have a right to make; 16
(iv) a proposal relating to any actual or potential 17
transaction or other matter involving any actual or 18
potential conflict of interest; 19
(v) a proposal relating to any actual or potential 20
transaction, contract, arrangement or 21
understanding between 1 or more of the partners, 22
or their associates, and the general partner, the 23
partnership or any associate of the general partner 24
or of the partnership; 25
(vi) a proposal for the delegation, waiver, release or 26
variation of an authority, right, duty or obligation 27
of the general partner; 28
(vii) a proposal for the appointment or approval under 29
the partnership agreement of any person as a senior 30
executive of the general partner or of an associate 31
of the general partner; or 32
(k) nominates, selects, investigates, evaluates or negotiates 33
with any person in connection with the removal or 34
replacement of a general partner, or participates on a 35
committee that proposes, considers, approves of, 36
consents to or disapproves of any nomination, selection, 37
appointment, change in control or ownership, 38
s 42 44 s 42
Partnership and Other Acts Amendment Bill 2004
suspension, replacement or removal of a general partner 1
or an associate of a general partner; or 2
(l) takes any action, or participates in any action taken by 3
any other limited partner, for the purpose of registering 4
or maintaining the registration of the partnership or a 5
general partner in the partnership under the Venture 6
Capital Act 2002 (Cwlth), part 2 as a VCLP or an AFOF. 7
`(4) Subject to the partnership agreement, a limited partner or a 8
person authorised by the limited partner may at any time-- 9
(a) have access to and inspect the books or records of the 10
partnership or copy any of them; and 11
(b) examine the state or prospects of the business of the 12
partnership and advise, or consult with, other partners in 13
relation to the state or prospects of the business of the 14
partnership. 15
`(5) The provisions of this section may not be varied by the 16
partnership agreement or with the consent of the partners, 17
whether given by or under the partnership agreement or 18
otherwise. 19
20
Note--
21
Section 84(4)7 enables partners to give consent by or under the
22
partnership agreement.
`(6) No implication is to be taken to arise from subsection (3) that 23
a limited partner in an incorporated limited partnership is to 24
be regarded as taking part in the management of the business 25
of the partnership only because the limited partner or a person 26
acting on behalf of the partner does any thing in connection 27
with the conduct of that business that is not referred to in that 28
subsection. 29
`(7) For the purposes of this section, a limited partner in an 30
incorporated limited partnership that is a VCMP is not to be 31
regarded as taking part in the management of the business of 32
the incorporated limited partnership only because of any act 33
the limited partner takes in relation to the incorporated limited 34
partnership in the capacity of a partner or associate of a 35
partner in the VCMP. 36
7 Section 85 (Relationship of partners to others and between themselves)
s 42 45 s 42
Partnership and Other Acts Amendment Bill 2004
`(8) In this section, a reference to a general partner in an 1
incorporated limited partnership includes, if the general 2
partner is a partnership, a partner in that partnership. 3
`88 Definitions, etc. applicable to s 87 4
`(1) In section 87-- 5
(a) a reference to an associate of a general partner includes 6
a reference to-- 7
(i) if the general partner is a partnership, a partner in 8
that partnership (a partner in the general partner); 9
and 10
(ii) any person who has an interest in the general 11
partner or in any partner in the general partner, 12
whether as security holder, trustee, responsible 13
entity, manager, custodian, sub-custodian, 14
nominee, administrator, executor, legal personal 15
representative, beneficiary or otherwise; and 16
(iii) any person to whom the general partner or any 17
partner in the general partner has delegated any 18
power, authority, right, duty or obligation of the 19
general partner in relation to the partnership or any 20
partnership in which the general partner is a 21
general partner; and 22
(iv) if the general partner or a partner in the general 23
partner or a person covered by subparagraph (ii) or 24
(iii) is a body corporate, a related body corporate 25
of that body corporate; and 26
(v) a director, officer, employee, agent, representative 27
or security holder of the general partner or of any 28
partner in the general partner or of a person 29
covered by subparagraph (ii), (iii) or (iv); and 30
(b) a reference to an associate of a limited partner includes a 31
reference to-- 32
(i) if the limited partner is a partnership, a partner in 33
that partnership (a partner in the limited partner); 34
and 35
s 42 46 s 42
Partnership and Other Acts Amendment Bill 2004
(ii) any person who has an interest in the limited 1
partner or in any partner in the limited partner, 2
whether as security holder, trustee, responsible 3
entity, manager, custodian, sub-custodian, 4
nominee, administrator, executor, legal personal 5
representative, beneficiary or otherwise; and 6
(iii) if the limited partner or a partner in the limited 7
partner or a person covered by subparagraph (ii) is 8
a body corporate, a related body corporate of that 9
body corporate; and 10
(iv) a director, officer, employee, agent, representative 11
or security holder of the limited partner or of any 12
partner in the limited partner or of a person 13
covered by subparagraph (ii) or (iii); and 14
(c) a reference to an associate of an incorporated limited 15
partnership includes a reference to-- 16
(i) any person or partnership in which the 17
incorporated limited partnership has an interest, 18
whether as security holder or otherwise; and 19
(ii) if a person or partnership covered by subparagraph 20
(i) is a body corporate, a related body corporate of 21
that body corporate. 22
`(2) In this section, a reference to a general partner in an 23
incorporated limited partnership includes, if the general 24
partner is a partnership, a partner in that partnership. 25
`89 Differences between partners 26
`(1) A difference arising as to ordinary matters connected with the 27
business of an incorporated limited partnership may be 28
decided by a majority of the general partners. 29
`(2) The provision made by subsection (1) may be varied by the 30
partnership agreement or with the consent of the partners. 31
`90 Change in partners 32
`(1) A limited partner may, with the consent of the general 33
partners and the agreement of the transferee, transfer the 34
s 42 47 s 42
Partnership and Other Acts Amendment Bill 2004
whole or a part of the limited partner's interest in the 1
incorporated limited partnership. 2
`(2) If the limited partner's entire interest in the incorporated 3
limited partnership is transferred to the 1 transferee, the 4
transferee becomes a limited partner in substitution for the 5
transferor with all the rights and obligations of the transferor. 6
`(3) If only a part of the limited partner's interest in the 7
incorporated limited partnership is transferred to a transferee, 8
the transferee becomes a limited partner in substitution for the 9
transferor in relation to the transferred part and with all the 10
rights and obligations of the transferor in relation to that part. 11
`(4) A person may be admitted as a partner in an incorporated 12
limited partnership without the necessity to obtain the consent 13
of any limited partner. 14
`(5) The provision made by subsections (1) to (4) may be varied 15
by the partnership agreement or with the consent of the 16
partners. 17
`91 Change in status of partners 18
`(1) If a general partner becomes a limited partner, the partner 19
remains liable for any liability of the incorporated limited 20
partnership that arose before the partner became a limited 21
partner to the extent that the partnership is unable to satisfy 22
the liability or to the greater extent provided by the 23
partnership agreement. 24
`(2) If a limited partner becomes a general partner, the partner 25
remains not liable (subject to section 87(2)) for any liability of 26
the incorporated limited partnership that arose before the 27
partner became a general partner. 28
29
Note--
30
Section 87(2) imposes liability in particular circumstances on a limited
31
partner who takes part in the management of the business of the
32
incorporated limited partnership.
s 42 48 s 42
Partnership and Other Acts Amendment Bill 2004
`92 Liability for conduct or acts outside the State 1
`A limited partner in an incorporated limited partnership may 2
only be liable for a liability incurred by the partnership as a 3
result of-- 4
(a) the conduct of the incorporated limited partnership's 5
business outside the State; or 6
(b) acts outside the State of a general partner, a limited 7
partner or the incorporated limited partnership or of any 8
officer, employee or agent of a general partner or of the 9
incorporated limited partnership; 10
if the limited partner would be so liable if the conduct or acts 11
occurred within the State. 12
13
Note--
14
Section 87(2) imposes liability in particular circumstances on a limited
15
partner who takes part in the management of the business of the
16
incorporated limited partnership.
`93 Recognised incorporated limited partnerships under 17
corresponding laws 18
`(1) A partner in a recognised incorporated limited partnership 19
may only be liable for a liability incurred by the partnership as 20
a result of-- 21
(a) the conduct of the recognised incorporated limited 22
partnership's business in this State; or 23
(b) the acts in this State of a partner in the recognised 24
incorporated limited partnership or of the partnership 25
itself or of any officer, employee or agent of a partner in 26
the partnership or of the partnership; 27
if the partner would be so liable under the corresponding law 28
if the conduct or acts happened in the place where the 29
recognised incorporated limited partnership was formed. 30
`(2) Subject to subsections (3) and (4), the Governor in Council 31
may, by regulation, declare a law of another State or another 32
country or jurisdiction to be a corresponding law for this 33
chapter. 34
`(3) The law of another State may be declared to be a 35
corresponding law only if the Minister is satisfied that under 36
s 42 49 s 42
Partnership and Other Acts Amendment Bill 2004
that law a limited partner in an incorporated limited 1
partnership formed under this chapter and registered or 2
otherwise recognised under that law may only be liable for a 3
liability incurred by the partnership as a result of-- 4
(a) the conduct in that State of the business of the 5
partnership; or 6
(b) the acts in that State of a partner in the partnership or of 7
the partnership itself or of any officer, employee or 8
agent of a general partner in the partnership or of the 9
partnership; 10
if the partner would be so liable under this chapter if the 11
conduct or acts happened within the State. 12
`(4) The law of another country or jurisdiction, other than another 13
State, may not be declared to be a corresponding law unless 14
the Minister is satisfied that that law provides for the 15
limitation of liability of particular partners in particular 16
partnerships. 17
`(5) This section is in addition to, and does not limit, any rule of 18
law under which recognition is or may be given to a limitation 19
of liability of a partner in a partnership. 20
`(6) In this section-- 21
corresponding law means-- 22
(a) a law of another State or of another country or 23
jurisdiction that substantially corresponds to this 24
chapter; or 25
(b) a law declared under subsection (2) to be a 26
corresponding law for this chapter. 27
recognised incorporated limited partnership means a 28
partnership formed under a corresponding law. 29
`94 Effect of ss 92 and 93 30
`No implication is to be taken to arise from section 92 or 93 31
that a limited partner has any liability, or apart from that 32
section would have any liability, in connection with conduct 33
of a partnership's business or acts outside the State that the 34
s 42 50 s 42
Partnership and Other Acts Amendment Bill 2004
limited partner would not have in connection with conduct or 1
acts within the State. 2
`Part 6 Winding up of incorporated 3
limited partnership 4
`95 Definition for pt 6 5
`In this part-- 6
assets, in relation to an incorporated limited partnership, 7
means the assets remaining after satisfaction of the liabilities 8
of the partnership and the costs, charges and expenses of the 9
winding up. 10
`96 Voluntary winding up 11
`(1) An incorporated limited partnership may be wound up 12
voluntarily-- 13
(a) if the partnership agreement sets out the terms on which 14
the partnership may be voluntarily wound up, in 15
accordance with the partnership agreement; or 16
(b) subject to the partnership agreement, if the limited 17
partners so resolve by special resolution. 18
`(2) On a voluntary winding up of an incorporated limited 19
partnership-- 20
(a) if the partnership agreement sets out how the assets are 21
to be dealt with on a voluntary winding up--the assets 22
must be dealt with in accordance with the partnership 23
agreement; or 24
(b) otherwise--the assets are to be distributed among the 25
partners in shares that are proportionate to their 26
respective contributions of capital or property to the 27
partnership. 28
s 42 51 s 42
Partnership and Other Acts Amendment Bill 2004
`(3) Any person aggrieved by the operation of this section in 1
relation to the assets of an incorporated limited partnership 2
may apply to the Supreme Court. 3
`(4) On an application under subsection (3), the Supreme Court 4
may make any order relating to the disposal of the assets that 5
it considers appropriate. 6
`97 Winding up on chief executive's certificate 7
`(1) The chief executive may, by notice given to the incorporated 8
limited partnership, require an incorporated limited 9
partnership to show good cause why it should not be required 10
to be wound up if the chief executive considers-- 11
(a) that the partnership has ceased to carry on business; or 12
(b) that, having been registered under this chapter on the 13
basis that the partnership is or is intended to be a VCLP 14
or an AFOF-- 15
(i) the partnership's registration under the Venture 16
Capital Act 2002 (Cwlth), part 2 has been revoked; 17
or 18
(ii) the partnership has not within 2 years after its 19
incorporation become a VCLP or an AFOF; or 20
(c) that, having been registered under this chapter on the 21
basis that the partnership is or is intended to be a VCMP, 22
it has ceased to meet, or has not in the period of 2 years 23
after its incorporation met, the requirements set out in 24
the Income Tax Assessment Act 1936 (Cwlth), section 25
94D(3) for recognition as a VCMP; or 26
(d) that none of the partners is a limited partner; or 27
(e) that incorporation of the partnership has been obtained 28
by mistake or fraud; or 29
(f) that the partnership exists for an illegal purpose. 30
`(2) If, at the end of 28 days after the notice is given under 31
subsection (1), the chief executive is satisfied that the 32
incorporated limited partnership should be required to be 33
wound up, the chief executive may publish in the gazette a 34
s 42 52 s 42
Partnership and Other Acts Amendment Bill 2004
certificate as to the requirement that the incorporated limited 1
partnership be wound up. 2
`(3) The chief executive must give notice of the publication of the 3
certificate to the incorporated limited partnership as soon as 4
possible after the publication. 5
`(4) The chief executive must, as soon as practicable after giving a 6
notice to an incorporated limited partnership, record the 7
giving of the notice in the register. 8
`(5) The chief executive must not publish a certificate under 9
subsection (2) unless satisfied that good cause has not been 10
shown why the incorporated limited partnership should not be 11
required to be wound up. 12
`(6) A notice under subsection (1) or (3) must be given to the 13
incorporated limited partnership-- 14
(a) by being given to the incorporated limited partnership at 15
its registered office; or 16
(b) if notice can not reasonably be given under paragraph 17
(a), by being published in a newspaper circulating 18
generally in the State. 19
`98 Review of certificate 20
`(1) A person whose interests are affected by a decision of the 21
chief executive to publish a certificate under section 97(2) 22
may apply to the Supreme Court for review of the decision. 23
`(2) An application under subsection (1) must be made within 24
28 days after the certificate is published. 25
`(3) The operation of the certificate is suspended on the making of 26
an application for review until the application is withdrawn or 27
the review is decided. 28
`(4) In deciding an application for review, the Supreme Court 29
may-- 30
(a) affirm the decision under review; or 31
(b) set aside the decision under review and cancel the 32
certificate. 33
s 42 53 s 42
Partnership and Other Acts Amendment Bill 2004
`(5) Nothing in this section stops the chief executive cancelling a 1
certificate published under section 97(2) at any time after an 2
application is made under subsection (1). 3
`99 Procedure for winding up on certificate 4
`(1) A winding up of an incorporated limited partnership required 5
on a certificate of the chief executive published under 6
section 97(2)-- 7
(a) must start-- 8
(i) no later than the end of 28 days after the day on 9
which the certificate is published unless an 10
application is made under section 98(1); or 11
(ii) if an application is made under section 98(1) and 12
the Supreme Court affirms the decision to publish 13
the certificate--no later than 28 days after the 14
application is decided; and 15
(b) must end by the day stated by the chief executive in a 16
notice given to the partnership, not being a day earlier 17
than 60 days after the day on which the winding up must 18
be so started. 19
`(2) When the winding up is started, the chief executive may 20
appoint a person to be the liquidator of the incorporated 21
limited partnership. 22
`(3) If the chief executive approves, the liquidator may be a 23
general partner in the incorporated limited partnership and 24
need not be a registered liquidator under the Corporations Act 25
or give security as required under that Act. 26
`(4) The liquidator must publish notice of his or her appointment 27
in the gazette within 10 days after being appointed. 28
`(5) In relation to the winding up, the liquidator has all the powers 29
and duties of a liquidator appointed to wind up a company 30
under the Corporations Act. 31
`(6) Any vacancy occurring in the office of liquidator is to be filled 32
by a person appointed by the chief executive. 33
`(7) The reasonable costs of a winding up required on a certificate 34
of the chief executive published under section 97(2) are 35
s 42 54 s 42
Partnership and Other Acts Amendment Bill 2004
payable out of the property of the incorporated limited 1
partnership. 2
`100 Distribution of assets on winding up required on chief 3
executive's certificate 4
`(1) On a winding up of an incorporated limited partnership 5
required on a certificate of the chief executive published under 6
section 97(2)-- 7
(a) if the partnership agreement sets out how the assets are 8
to be dealt with on a winding up on a certificate of the 9
chief executive--the assets must be dealt with in 10
accordance with the partnership agreement; or 11
(b) otherwise--the assets are to be distributed among the 12
partners in shares that are proportionate to their 13
respective contributions of capital or property to the 14
partnership. 15
`(2) Any person aggrieved by the operation of this section in 16
relation to the assets of an incorporated limited partnership 17
may apply to the Supreme Court. 18
`(3) On an application under subsection (2), the Supreme Court 19
may make any order relating to the disposal of the assets that 20
it considers appropriate. 21
`101 Application of Corporations Act to winding up 22
`(1) This section applies to the winding up of an incorporated 23
limited partnership, other than a voluntary winding up or a 24
winding up required on a certificate of the chief executive 25
published under section 97(2). 26
`(2) To the extent that the Corporations Act, part 5.7 does not 27
apply, the winding up of the incorporated limited partnership 28
is declared to be an applied Corporations legislation matter for 29
the purposes of the Corporations (Ancillary Provisions) Act 30
2001, part 3 in relation to the provisions of the Corporations 31
Act, part 5.7.8 32
8 Corporations Act, part 5.7 (Winding up bodies other than companies)
s 42 55 s 42
Partnership and Other Acts Amendment Bill 2004
`(3) The Corporations Act, part 5.7 applies as if the incorporated 1
limited partnership were a part 5.7 body within the meaning 2
of that Act, subject to the following modifications-- 3
(a) as if the words `or in the public interest' were inserted in 4
section 583(c)(ii) after the words `just and equitable'; 5
(b) as if section 583(d) were omitted; 6
(c) any other modifications (within the meaning of the 7
Corporations (Ancillary Provisions) Act 2001, part 3) 8
that are prescribed under a regulation. 9
10
Note--
11
The Corporations (Ancillary Provisions) Act 2001, part 3
12
provides for the application of provisions of the Corporations
13
Act and the ASIC Act, part 3 as laws of the State in relation to
14
any matter declared by a law of the State (whether with or
15
without modification) to be an applied Corporations legislation
16
matter for the purposes of that part in relation to those
17
Commonwealth provisions. This does not apply to any
18
provisions that already apply to a matter as a law of the
19
Commonwealth.
`(4) The Australian Securities and Investments Commission may 20
perform a function conferred on it under a law applied by 21
subsection (3)-- 22
(a) under an agreement or arrangement of the kind referred 23
to in the ASIC Act, section 11(8) or (9A)(b); and 24
(b) if the Commission is authorised to perform that function 25
under section 11 of that Act. 26
`(5) Unless a function under a law applied by subsection (3) is 27
conferred on the Australian Securities and Investments 28
Commission as referred to in subsection (4), that law applies 29
as if a reference in it to the Commission were a reference to 30
the chief executive. 31
`102 Chief executive to be notified of winding up 32
`(1) An incorporated limited partnership must give to the chief 33
executive written notice of the commencement of the winding 34
up of the partnership within 7 days after-- 35
(a) the passing of a special resolution mentioned in 36
section 96(1)(b); or 37
s 42 56 s 42
Partnership and Other Acts Amendment Bill 2004
(b) if paragraph (a) does not apply--the commencement of 1
the winding up. 2
`(2) An incorporated limited partnership must give to the chief 3
executive written notice of the completion of the winding up 4
of the partnership within 7 days after that completion, stating 5
the date on which the winding up was completed. 6
`(3) The chief executive must, as soon as practicable after 7
receiving a notice under subsection (1) or (2), record the 8
receipt of the notice in the register. 9
`(4) If subsection (1) or (2) is not complied with, each general 10
partner in the incorporated limited partnership commits an 11
offence. 12
Maximum penalty for subsection (4)--10 penalty units. 13
`103 Cancellation of registration 14
`(1) The chief executive must, by gazette notice, cancel the 15
registration of an incorporated limited partnership as soon as 16
practicable after the partnership is wound up. 17
`(2) The chief executive must, as soon as practicable after the 18
publication of the gazette notice, record the cancellation of the 19
registration in the register. 20
`(3) An incorporated limited partnership ceases to exist on the 21
cancellation of its registration under this chapter. 22
`Part 7 Miscellaneous provisions 23
`104 Execution of documents 24
`(1) All courts must take judicial notice of the common seal of an 25
incorporated limited partnership affixed to a document and, 26
until the contrary is proved, must presume that it was properly 27
affixed. 28
s 42 57 s 42
Partnership and Other Acts Amendment Bill 2004
`(2) Without limiting the ways in which an incorporated limited 1
partnership may execute a document, including a deed, an 2
incorporated limited partnership may execute a document-- 3
(a) without using a common seal, whether it has one or not, 4
if the document is signed by a general partner; or 5
(b) as a deed if the document is expressed to be executed as 6
a deed and is executed with the use of a common seal or 7
as provided under paragraph (a). 8
`105 Entitlement to make assumptions 9
`(1) In relation to dealings with an incorporated limited 10
partnership-- 11
(a) a person is entitled to make the assumptions in 12
section 106; and 13
(b) the incorporated limited partnership is not entitled to 14
assert in proceedings in relation to the dealings that any 15
of the assumptions are incorrect. 16
`(2) In relation to dealings with another person who has, or 17
purports to have, directly or indirectly acquired title to 18
property from an incorporated limited partnership-- 19
(a) a person is entitled to make the assumptions in 20
section 106; and 21
(b) the incorporated limited partnership and the other 22
person are not entitled to assert in proceedings in 23
relation to the dealings that any of the assumptions are 24
incorrect. 25
`(3) The assumptions may be made even if a partner or agent of 26
the incorporated limited partnership acts fraudulently, or 27
forges a document, in connection with the dealings. 28
`(4) A person is not entitled to make an assumption in section 106 29
if at the time of the dealings the person knew or suspected that 30
the assumption was incorrect. 31
s 42 58 s 42
Partnership and Other Acts Amendment Bill 2004
`106 Assumptions that can be made under s 105 1
`(1) A person may assume that the partnership agreement of the 2
incorporated limited partnership has been complied with. 3
`(2) A person may assume that anyone who appears, from 4
information provided by the incorporated limited partnership 5
that is available to the public from the register, to be a general 6
partner in the incorporated limited partnership-- 7
(a) is a general partner in the incorporated limited 8
partnership; and 9
(b) has authority to exercise the powers and perform the 10
duties customarily exercised or performed by a general 11
partner in an incorporated limited partnership. 12
`(3) A person may assume that anyone who is held out by the 13
incorporated limited partnership to be a general partner in, or 14
an agent of, the incorporated limited partnership-- 15
(a) is a general partner in the incorporated limited 16
partnership or has been properly appointed as an agent 17
of the incorporated limited partnership; and 18
(b) has authority to exercise the powers and perform the 19
duties customarily exercised or performed by that kind 20
of partner in, or agent of, an incorporated limited 21
partnership. 22
`(4) A person may assume that the general partners in, and agents 23
of, the incorporated limited partnership properly perform their 24
duties to the incorporated limited partnership. 25
`(5) A person may assume that a document has been properly 26
executed by the incorporated limited partnership if the 27
document appears to have been signed under section 104(2). 28
`(6) A person may assume that a document has been properly 29
executed by the incorporated limited partnership if the 30
incorporated limited partnership's common seal appears to 31
have been affixed to the document. 32
`(7) A person may assume that a general partner in, or agent of, the 33
incorporated limited partnership who has authority to issue a 34
document or certified copy of a document on its behalf also 35
has authority to warrant that the document is genuine or is a 36
true copy. 37
s 42 59 s 42
Partnership and Other Acts Amendment Bill 2004
`(8) Without limiting this section, the assumptions that may be 1
made under this section apply for the purposes of this section. 2
`107 Identification of incorporated limited partnerships 3
`(1) Any document issued for an incorporated limited partnership 4
in connection with the conduct of the partnership's business 5
must contain in legible letters the words `An incorporated 6
limited partnership' or `L.P.' or `LP' at the end as part of the 7
firm-name of the partnership. 8
`(2) A person who-- 9
(a) issues or authorises the issue of a document in 10
contravention of this section; or 11
(b) being a general partner in the incorporated limited 12
partnership concerned--is aware that documents are 13
being issued in contravention of this section; 14
commits an offence. 15
Maximum penalty--20 penalty units. 16
`(3) The certificate of registration of an incorporated limited 17
partnership must be displayed at all times in a conspicuous 18
position at the registered office of the partnership. 19
`(4) If the certificate of registration is not so displayed, each 20
general partner in the incorporated limited partnership 21
commits an offence. 22
Maximum penalty for subsection (4)--20 penalty units. 23
`108 Registered office 24
`(1) An incorporated limited partnership must keep in Queensland, 25
at the place shown in the register as the address of the 26
registered office of the partnership, an office to which all 27
communications with the partnership may be addressed. 28
`(2) A regulation may prescribe the hours during which the 29
registered office is to be open and accessible to the public. 30
`(3) If subsection (1) is not complied with, each general partner in 31
the incorporated limited partnership commits an offence. 32
Maximum penalty for subsection (3)--10 penalty units. 33
s 42 60 s 42
Partnership and Other Acts Amendment Bill 2004
`109 Lodgment of certain documents with the chief 1
executive 2
`(1) An incorporated limited partnership that was registered under 3
this chapter on the basis of an intention to become a VCLP or 4
an AFOF must, within 1 month after becoming a VCLP or an 5
AFOF, give to the chief executive a copy of a document 6
evidencing its status as a VCLP or an AFOF. 7
`(2) An incorporated limited partnership that was registered under 8
this chapter on the basis of an intention to meet the 9
requirements for recognition as a VCMP must, within 10
1 month after becoming a VCMP, give to the chief executive a 11
statement that it is a VCMP. 12
`(3) If-- 13
(a) the registration of an incorporated limited partnership as 14
a VCLP or an AFOF under the Venture Capital Act 2002 15
(Cwlth), part 2 is revoked; or 16
(b) an incorporated limited partnership ceases to be a 17
VCMP; 18
the incorporated limited partnership must, within 7 days after 19
the date on which that revocation took effect or it ceased to be 20
a VCMP, give to the chief executive a notice of that revocation 21
or cessation, stating the date on which it took effect. 22
`(4) If an incorporated limited partnership ceases to carry on 23
business, the incorporated limited partnership must, as soon as 24
practicable, give to the chief executive a notice of the 25
cessation, stating the date on which it took effect. 26
`(5) A copy of a document, a statement or a notice required to be 27
given to the chief executive under this section must be 28
accompanied by the fee prescribed under a regulation. 29
`(6) A notice required to be given to the chief executive under this 30
section must-- 31
(a) be in the approved form; and 32
(b) contain any particulars required under a regulation. 33
s 42 61 s 42
Partnership and Other Acts Amendment Bill 2004
`(7) If subsection (1), (2), (3) or (4) is not complied with, each 1
general partner in the incorporated limited partnership 2
commits an offence. 3
Maximum penalty for subsection (7)--10 penalty units. 4
`110 Duty to give information 5
`(1) For the purpose of monitoring compliance with this chapter or 6
any regulation made for the purposes of this chapter, the chief 7
executive, may by written notice, require an incorporated 8
limited partnership to give the chief executive, within a period 9
stated in the notice (being at least 28 days) or within the 10
further period the chief executive allows, the information 11
stated in the notice. 12
`(2) An incorporated limited partnership required under 13
subsection (1) to give information to the chief executive must, 14
within the period stated in the notice or within the further 15
period the chief executive allows, give the information, as it is 16
within its power to give, to the chief executive unless the 17
incorporated limited partnership has a reasonable excuse. 18
Maximum penalty for subsection (2)--60 penalty units. 19
`111 Offences by partnerships and partners 20
`(1) If this chapter provides that a general partner, being a 21
partnership in an incorporated limited partnership, commits 22
an offence, that reference to the person is to be read as a 23
reference to-- 24
(a) each general partner in the partnership; or 25
(b) in the case of a partnership in which any partner has 26
under the law of the place where it is formed limited 27
liability for the liabilities of the partnership--each 28
partner in the partnership whose liability is not so 29
limited. 30
`(2) In any proceeding against a partner for an offence against this 31
chapter brought in reliance on subsection (1), it is a defence to 32
the charge for the partner to prove that the partner took all 33
reasonable precautions and exercised proper diligence to 34
avoid the commission of the offence.'. 35
s 43 62 s 43
Partnership and Other Acts Amendment Bill 2004
Clause 43 Insertion of new ch 5 1
After chapter 4-- 2
insert-- 3
`Chapter 5 General provisions 4
`112 Confidentiality 5
`(1) A person must not disclose information gained by the person 6
in the administration of this Act, unless the disclosure is 7
permitted under subsection (2). 8
Maximum penalty--60 penalty units. 9
`(2) The person may disclose the information to someone else-- 10
(a) to the extent necessary to perform the person's functions 11
under this Act; or 12
(b) to a court or tribunal in the course of a legal proceeding; 13
or 14
(c) if the disclosure is authorised under this Act or another 15
Act; or 16
(d) if the disclosure is otherwise required or permitted by 17
law; or 18
(e) to the extent reasonably required to enable the 19
investigation or the enforcement of a law of this State or 20
of any other State or of the Commonwealth; or 21
(f) with the written authority of the person to whom the 22
information relates. 23
`(3) This section does not limit the Freedom of Information 24
Act 1992. 25
`113 False or misleading statements 26
`A person must not state anything to the chief executive the 27
person knows is false or misleading in a material particular. 28
Maximum penalty--60 penalty units. 29
s 43 63 s 43
Partnership and Other Acts Amendment Bill 2004
`114 False or misleading documents 1
`(1) A person must not give to the chief executive a document 2
containing information the person knows is false or 3
misleading in a material particular. 4
Maximum penalty--60 penalty units. 5
`(2) Subsection (1) does not apply to a person who, when giving 6
the document-- 7
(a) informs the chief executive, to the best of the person's 8
ability, how it is false or misleading; and 9
(b) gives the correct information to the chief executive if the 10
person has, or can reasonably obtain, the correct 11
information. 12
`115 Delegations 13
`(1) The chief executive may delegate the chief executive's powers 14
under this Act to an appropriately qualified public service 15
employee. 16
`(2) In this section-- 17
appropriately qualified includes having the qualifications, 18
experience or standing appropriate to the exercise of the 19
power. 20
21
Example of standing--
22
A person's classification in the public service.
`116 Offences against the Act are summary 23
`(1) An offence against this Act is a summary offence. 24
`(2) A proceeding for an offence against this Act must start within 25
the later of the following periods to end-- 26
(a) 1 year after the commission of the offence; 27
(b) 6 months after the offence comes to the complainant's 28
knowledge, but within 2 years after the commission of 29
the offence. 30
s 43 64 s 43
Partnership and Other Acts Amendment Bill 2004
`117 Service of limited partnerships and incorporated 1
limited partnerships 2
`(1) Without limiting any other way of serving a document on 3
partners in a limited partnership, a document concerning the 4
business of the partnership is taken to be properly served on 5
the partners if it is left at or sent by post addressed to the 6
registered office of the partnership. 7
`(2) Without limiting any other way of serving documents on an 8
incorporated limited partnership, a document concerning the 9
business of an incorporated limited partnership may be 10
properly served on the partnership if it is left at, or sent by 11
post addressed to, the registered office of the incorporated 12
limited partnership. 13
`118 Entries in registers 14
`(1) An entry in the register kept for limited partnerships under 15
section 51 of any particular fact concerning a limited 16
partnership, including an entry stating the effect of any notice 17
received by the chief executive-- 18
(a) is sufficient notice of the fact or the effect of the notice 19
to all persons who afterwards deal with the firm 20
concerned; and 21
(b) is to have effect, for the purposes of section 39(2),9 as if 22
it were an advertisement in the gazette. 23
`(2) An entry in the register kept for incorporated limited 24
partnerships under section 78 of any particular fact 25
concerning an incorporated limited partnership, including an 26
entry stating the effect of any notice received by the chief 27
executive, is sufficient notice of the fact or of the effect of the 28
notice to all persons who deal with the partnership. 29
`119 Approved forms 30
`The chief executive may approve forms for use under this 31
Act. 32
9 Section 39 (Rights of persons dealing with firm against apparent members of firm)
s 44 65 s 44
Partnership and Other Acts Amendment Bill 2004
`120 Regulation-making power 1
`(1) The Governor in Council may make regulations under this 2
Act. 3
`(2) A regulation may prescribe-- 4
(a) the particulars to be stated in a statement or notice filed 5
with the chief executive; or 6
(b) matters relating to the keeping of the registered office of 7
a limited partnership or an incorporated limited 8
partnership; or 9
(c) the fees payable under this Act; or 10
(d) offences for contraventions of the regulation, and may 11
fix a penalty of not more than 20 penalty units for a 12
contravention.'. 13
Clause 44 Insertion of new ch 6 14
After chapter 5-- 15
insert-- 16
`Chapter 6 Savings and transitional 17
provisions 18
`Part 1 Savings provision for Act No 7 19
of 1891 20
`Part 2 Savings provision for Act No 78 21
of 1988 22
`Part 3 Transitional provisions for Act 23
No 94 of 2003 24
s 44 66 s 44
Partnership and Other Acts Amendment Bill 2004
`Part 4 Transitional provisions for 1
Partnership and Other Acts 2
Amendment Act 2004 3
`124 Continuation of limited partnerships under the 4
Partnership (Limited Liability) Act 5
`This Act applies to a limited partnership formed, and 6
registered, under the Partnership (Limited Liability) Act 1988, 7
and in existence immediately before the repeal of that Act, as 8
if it were a limited partnership formed, and registered, under 9
chapter 3. 10
`125 Continuation of register under the Partnership 11
(Limited Liability) Act 12
`(1) The register of limited partnerships as in force under the 13
Partnership (Limited Liability) Act 1988 immediately before 14
the repeal of that Act is preserved and continued as the 15
register of limited partnerships kept by the chief executive 16
under section 51.10 17
`(2) The chief executive may issue a certificate in relation to the 18
formation and composition of a limited partnership formed 19
and registered before the repeal of the Partnership (Limited 20
Liability) Act 1988 and the certificate has effect as a certificate 21
issued under section 51(3). 22
`126 Applications under the Partnership (Limited Liability) 23
Act 24
`An application made or notice given to the registrar under the 25
Partnership (Limited Liability) Act 1988 and not finally dealt 26
with before the repeal of that Act may be dealt with by the 27
chief executive under this Act. 28
10 Section 51 (Register--proof of registration)
s 44 67 s 44
Partnership and Other Acts Amendment Bill 2004
`127 Regulations under Partnership (Limited Liability) Act 1
preserved 2
`(1) Regulations in force under the Partnership (Limited Liability) 3
Act 1988 immediately before the repeal of that Act are taken 4
to have been made under this Act and may be amended or 5
repealed accordingly. 6
`(2) A regulation mentioned in subsection (1) expires on 31 March 7
2005. 8
`(3) Subsection (2) has effect despite the Statutory Instruments Act 9
1992, part 7. 10
`128 Prescribed forms under Partnership (Limited Liability) 11
Act 12
`Despite the repeal of the Partnership (Limited Liability) Act 13
1988, a form prescribed for use under section 7(1) or 8(3) of 14
that Act immediately before the repeal may continue to be 15
used, with necessary changes, for the purpose for which it was 16
prescribed for a period of 3 months after the commencement 17
of this section. 18
`129 Relation between members of any company 19
registered under State Companies Acts not affected 20
`The relation between members of any company mentioned in 21
section 5(2)(a), as in force immediately before the 22
commencement of this section, is not a partnership within the 23
meaning of this Act. 24
`130 Liability 25
`The liability of a person arising under this Act as in force 26
before the commencement of this section is unaffected by the 27
definition liability as inserted by the Partnership and Other 28
Acts Amendment Act 2004. 29
s 45 68 s 46
Partnership and Other Acts Amendment Bill 2004
`131 References to Partnership (Limited Liability) Act 1988 1
`A reference in an Act or document to the Partnership 2
(Limited Liability) Act 1988 may, if the context permits, be 3
taken to be a reference to this Act.'. 4
Clause 45 Insertion of new sch 5
After section 131, as inserted by this Act-- 6
insert-- 7
`Schedule Dictionary 8
section 3'. 9
Clause 46 Amendment of sch 10
Schedule, as inserted by section 45-- 11
insert-- 12
`AFOF, for chapter 4, see section 70. 13
approved form means a form approved by the chief executive 14
under section 119. 15
assets, for chapter 4, part 6, see section 95. 16
departure, in relation to a partner, for chapter 3, see 17
section 48. 18
fee, for chapter 4, see section 70. 19
firm see section 4. 20
firm-name-- 21
(a) of a limited partnership, means the firm-name shown in 22
relation to the partnership in the register kept by the 23
chief executive under section 51; or 24
(b) of a incorporated limited partnership, means the 25
firm-name of the partnership recorded in the register 26
kept by the chief executive under section 78(1); or 27
s 46 69 s 46
Partnership and Other Acts Amendment Bill 2004
(c) of a partnership other that a partnership mentioned in 1
paragraph (a) or (b), means the name under which the 2
business of the partnership is carried on. 3
general partner-- 4
(a) of a limited partnership, means a partner in the limited 5
partnership who is not a limited partner; or 6
(b) of an incorporated limited partnership, means a partner 7
in the incorporated limited partnership who is not a 8
limited partner. 9
incorporated limited partnership means a partnership formed 10
under chapter 4. 11
insolvency, for chapter 3, see section 48. 12
liability includes a debt, obligation or other liability of any 13
kind, wherever and however incurred. 14
limited partner-- 15
(a) of a limited partnership, means a partner in the limited 16
partnership whose liability to contribute is limited under 17
chapter 3; or 18
(b) of an incorporated limited partnership, means a partner 19
in the incorporated limited partnership whose liability to 20
contribute is limited under chapter 4. 21
limited partnership, without reference to an incorporated 22
limited partnership, means a limited partnership formed under 23
chapter 3. 24
partnership property see section 23(1). 25
person, for chapter 4, see section 70. 26
register-- 27
(a) for chapter 3, see section 48; or 28
(b) for chapter 4, see section 70. 29
registered office-- 30
(a) of a limited partnership--means the registered office of 31
the limited partnership recorded in the register; or 32
s 47 70 s 48
Partnership and Other Acts Amendment Bill 2004
(b) of an incorporated limited partnership--means the 1
registered office of the incorporated limited partnership 2
recorded in the register. 3
related body corporate, for chapter 4, part 5, see section 85. 4
security holder, for chapter 4, part 5, see section 85. 5
special resolution, for chapter 4, see section 70. 6
VCLP, for chapter 4, see section 70. 7
VCMP, for chapter 4, see section 70. 8
venture capital management partnership, for chapter 4, see 9
section 70.'. 10
Part 3 Amendment of Partnership 11
(Limited Liability) Act 1988 12
Clause 47 Act amended in pt 3 and sch 2 13
This part and schedule 2 amend the Partnership (Limited 14
Liability) Act 1988. 15
Clause 48 Amendment of s 4 (Interpretation) 16
(1) Section 4, heading-- 17
omit, insert-- 18
`Definitions for ch 3'. 19
(2) Section 4(1), `(1) In this Act--'-- 20
omit, insert-- 21
`In this chapter--'. 22
(3) Section 4(1), definitions general partner, liability and limited 23
partner-- 24
omit. 25
(4) Section 4(1), definition register, `registrar under section 8.' 26
and footnote-- 27
s 49 71 s 49
Partnership and Other Acts Amendment Bill 2004
omit, insert-- 1
`chief executive under section 51.11'. 2
(5) Section 4(1), definition registrar-- 3
omit. 4
(6) Section 4(2)-- 5
omit. 6
(7) Section 4, as amended-- 7
relocate to the Partnership Act 1891, chapter 3, part 1 and 8
renumber as section 48. 9
Clause 49 Relocation and renumbering of provisions 10
(1) Part 2, as amended-- 11
relocate to the Partnership Act 1891, chapter 3 as part 2 and 12
renumber sections 6, 7, 8 and 9 as sections 49, 50, 51 and 52. 13
(2) Part 3, as amended-- 14
relocate to the Partnership Act 1891, chapter 3 as part 3 and 15
renumber sections 10, 10A, 11, 12, 13, 14, 15, and 16 as 16
sections 53, 54, 55, 56, 57, 58, 59 and 60. 17
(3) Part 4, as amended-- 18
relocate to the Partnership Act 1891, chapter 3 as part 4 and 19
renumber sections 17, 18, 19 and 20 as sections 61, 62, 63 and 20
64. 21
(4) Part 5, as amended, other than section 27-- 22
relocate to the Partnership Act 1891, chapter 3 as part 5 and 23
renumber sections 21, 22, 23, 23A and 23B as sections 65, 66, 24
67, 68 and 69. 25
(5) Section 27, as amended-- 26
relocate to the Partnership Act 1891, chapter 6, part 2 and 27
renumber as section 122. 28
11 Section 51 (Register--proof of registration)
s 50 72 s 53
Partnership and Other Acts Amendment Bill 2004
Part 4 Minor amendments and repeal 1
Division 1 Amendment of the Bills of Sale and 2
Other Instruments Act 1955 3
Clause 50 Act amended 4
This division amends the Bills of Sale and Other Instruments 5
Act 1955. 6
Clause 51 Amendment of s 6 (Definitions) 7
Section 6, definition official-- 8
omit, insert-- 9
`official means the chief executive, an officer or employee of 10
the department, or a public service employee to whom the 11
chief executive delegates powers for this Act.'. 12
Clause 52 Amendment of s 13 (Inspecting the register) 13
Section 13(1)(a)-- 14
omit, insert-- 15
`(a) at an office of the department, or an office of another 16
department, prescribed under a regulation when the 17
office is open to the public; or'. 18
Clause 53 Amendment of s 38 (Delegations) 19
Section 38(1), `officer or employee of the department'-- 20
omit, insert-- 21
`public service employee'. 22
s 54 73 s 57
Partnership and Other Acts Amendment Bill 2004
Division 2 Amendment of the Business Names 1
Act 1962 2
Clause 54 Act amended 3
This division amends the Business Names Act 1962. 4
Clause 55 Amendment of s 4C (Delegation by administrator) 5
(1) Section 4C(1), `officer of the department'-- 6
omit, insert-- 7
`public service employee'. 8
(2) Section 4C(2), definition appropriately qualified, example, 9
`the department'-- 10
omit, insert-- 11
`the public service'. 12
Division 3 Amendment of the Electronic 13
Transactions (Queensland) Act 2001 14
Clause 56 Act amended 15
This division amends the Electronic Transactions 16
(Queensland) Act 2001. 17
57 Amendment of sch 1(Excluded state laws, requirements 18
and permissions)
Clause 19
Schedule 1, part 1, `Partnership (Limited Liability) 20
Act 1988'-- 21
omit. 22
s 58 74 s 62
Partnership and Other Acts Amendment Bill 2004
Division 4 Amendment of the Liens on Crops 1
of Sugar Cane Act 1931 2
Clause 58 Act amended 3
This division amends the Liens on Crops of Sugar Cane 4
Act 1931. 5
Clause 59 Amendment of s 2 (Definitions) 6
Section 2, definition official-- 7
omit, insert-- 8
`official means the chief executive, an officer or employee of 9
the department, or a public service employee to whom the 10
chief executive delegates powers for this Act.'. 11
Clause 60 Amendment of s 7C (Inspecting the register) 12
Section 7C(1)(a), after `at an office of the department'-- 13
insert-- 14
`, or an office of another department,'. 15
Clause 61 Amendment of s 23D (Delegations) 16
Section 23D(1), `officer or employee of the department'-- 17
omit, insert-- 18
`public service employee'. 19
Division 5 Amendment of the Local 20
Government Act 1993 21
Clause 62 Act amended 22
This division amends the Local Government Act 1993. 23
s 63 75 s 67
Partnership and Other Acts Amendment Bill 2004
Clause 63 Amendment of sch (Dictionary) 1
Schedule, definition limited partner, `Partnership (Limited 2
Liability) Act 1988'-- 3
omit, insert-- 4
`Partnership Act 1891, chapter 3'. 5
Division 6 Amendment of the Motor Vehicles 6
and Boats Securities Act 1986 7
Clause 64 Act amended 8
This division amends the Motor Vehicles and Boats Securities 9
Act 1986. 10
Clause 65 Amendment of s 21 (False or misleading information) 11
Section 21(1), `an officer or employee of the department'-- 12
omit, insert-- 13
`a public service employee'. 14
Clause 66 Amendment of s 21A (False or misleading documents) 15
(1) Section 21A, `an officer or employee of the department'-- 16
omit, insert-- 17
`a public service employee'. 18
(2) Section 21A(a) and (b), `officer or'-- 19
omit. 20
Clause 67 Amendment of s 23 (Inspecting register) 21
Section 23(1)(a), after `office of the department'-- 22
insert-- 23
`, or an office of another department, prescribed under a 24
regulation'. 25
s 68 76 s 71
Partnership and Other Acts Amendment Bill 2004
Clause 68 Amendment of s 32 (Protection) 1
(1) Section 32 (1), `An officer or employee of the department,'-- 2
omit, insert-- 3
`A public service employee'. 4
(2) Section 32(2), `an officer or employee'-- 5
omit, insert-- 6
`a public service employee'. 7
Division 7 Amendment of the Supreme Court 8
of Queensland Act 1991 9
Clause 69 Act amended 10
This division amends the Supreme Court of Queensland 11
Act 1991. 12
Clause 70 Amendment of s 89 (Enforcement against partnership) 13
Section 89(2)-- 14
omit, insert-- 15
`(2) This section has effect subject to the Partnership Act 1891, 16
section 65.12'. 17
Division 8 Amendment of the Workers' 18
Compensation and Rehabilitation 19
Act 2003 20
Clause 71 Act amended 21
This division amends the Workers' Compensation and 22
Rehabilitation Act 2003. 23
12 Partnership Act 1891, section 65 (Legal proceedings)
s 72 77 s 73
Partnership and Other Acts Amendment Bill 2004
Clause 72 Amendment of sch 6 (Dictionary) 1
Schedule 6, definition single employer, paragraph (b), 2
`Partnership (Limited Liability) Act 1988'-- 3
omit, insert-- 4
`Partnership Act 1891'. 5
Division 9 Repeal of the Partnership (Limited 6
Liability) Act 1988 7
Clause 73 Repeal 8
The Partnership (Limited Liability) Act 1988 No. 78 is 9
repealed. 10
78
Partnership and Other Acts Amendment Bill 2004
Schedule 1 Minor and consequential 1
amendments of Partnership 2
Act 1891 3
section 3 4
1 Section 3, heading-- 5
omit, insert-- 6
`3 Definitions'. 7
2 Section 3(1), definitions-- 8
relocate to schedule. 9
3 Section 3(1), `(1) In this Act--'-- 10
omit, insert-- 11
`The dictionary in the schedule defines particular words used in 12
this Act.'. 13
4 Heading before section 5-- 14
omit. 15
5 Section 5, heading, `Definition'-- 16
omit, insert-- 17
`Meaning'. 18
6 Section 5-- 19
insert-- 20
`(1A) Partnership includes an incorporated limited partnership.'. 21
79
Partnership and Other Acts Amendment Bill 2004
Schedule 1 (continued)
7 Section 5(2), `But'-- 1
omit, insert-- 2
`However,'. 3
8 Section 5(2), `which'-- 4
omit, insert-- 5
`that'. 6
9 Section 5(2)(a)-- 7
omit, insert-- 8
`(a) incorporated under the Corporations Act; or'. 9
10 Section 5(3)-- 10
omit. 11
11 Section 6, heading, `determining'-- 12
omit, insert-- 13
`deciding'. 14
12 Section 6, `In determining'-- 15
omit, insert-- 16
`In deciding'. 17
13 Section 6, `regard shall'-- 18
omit, insert-- 19
`regard must'. 20
80
Partnership and Other Acts Amendment Bill 2004
Schedule 1 (continued)
14 Section 6(a), `thereof'-- 1
omit, insert-- 2
`of anything held or owned jointly or in common'. 3
15 Section 6(c)(iv), `shall'-- 4
omit, insert-- 5
`is to'. 6
16 Section 6(c)(v)-- 7
omit. 8
17 Section 6(c)(vi)-- 9
renumber as section 6(c)(v). 10
18 After section 6(c)-- 11
insert-- 12
13
`Note--
14
See section 82 for an additional rule applying to acts preparatory to the
15
registration of incorporated limited partnerships.
`(2) A contract mentioned in subsection (1)(c)(iv) must be in 16
writing and signed by or on behalf of all the parties to the 17
contract. 18
`(3) This section does not apply in relation to an incorporated 19
limited partnership.'. 20
19 Section 7, `shall not be'-- 21
omit, insert-- 22
`is not'. 23
81
Partnership and Other Acts Amendment Bill 2004
Schedule 1 (continued)
20 Section 7, `in respect of'-- 1
omit, insert-- 2
`in relation to'. 3
21 Section 22, `such'-- 4
omit, insert-- 5
`that'. 6
22 Section 38(a), (b), (c), (d) and (e), `when'-- 7
omit, insert-- 8
`if'. 9
23 Section 38(c), `such conduct as'-- 10
omit, insert-- 11
`conduct that'. 12
24 Section 38(f), `whenever'-- 13
omit, insert-- 14
`if'. 15
25 Section 39(1), `Where'-- 16
omit, insert-- 17
`If'. 18
26 Section 39(2), from `shall be' to `dealings'-- 19
omit, insert-- 20
`is notice to persons who have not had dealings'. 21
82
Partnership and Other Acts Amendment Bill 2004
Schedule 1 (continued)
27 Section 42, `in respect of'-- 1
omit, insert-- 2
`in relation to'. 3
28 Section 42, `such'-- 4
omit, insert-- 5
`that'. 6
29 Section 43, heading, `where' 7
omit, insert-- 8
`if'. 9
30 Section 43, `Where one'-- 10
omit, insert-- 11
`If one'. 12
31 Section 43, `thereof'-- 13
omit, insert-- 14
`of the premium'. 15
32 Section 44, heading, `where'-- 16
omit, insert-- 17
`if'. 18
33 Section 44, `Where'-- 19
omit, insert-- 20
`If'. 21
83
Partnership and Other Acts Amendment Bill 2004
Schedule 1 (continued)
34 Section 44, thereto'-- 1
omit, insert-- 2
`to the partnership contract'. 3
35 Section 44(a), `; and is'-- 4
omit, insert-- 5
`; and'. 6
36 Section 44(b), `in respect of'-- 7
omit, insert-- 8
`in relation to'. 9
37 Section 45(1), `Where'-- 10
omit, insert-- 11
`If'. 12
38 Section 45(2), `where'-- 13
omit, insert-- 14
`if'. 15
39 Section 45(2), `thereof'-- 16
omit, insert-- 17
`of the option'. 18
40 Section 46, `in respect of'-- 19
omit, insert-- 20
`in relation to'. 21
84
Partnership and Other Acts Amendment Bill 2004
Schedule 1 (continued)
41 Section 47, `shall, subject to any agreement,'-- 1
omit, insert-- 2
`are, subject to any agreement, to'. 3
42 Section 47(a), `shall'-- 4
omit, insert-- 5
`are to'. 6
43 Section 47(b), `shall', first mention-- 7
omit, insert-- 8
`are to'. 9
44 Section 47(b)(i), `therein'-- 10
omit, insert-- 11
`in the firm'. 12
45 Section 47(b)(iii), `in respect of'-- 13
omit, insert-- 14
`in relation to'. 15
46 Section 47(b)(iv), `shall'-- 16
omit, insert-- 17
`is to'. 18
85
Partnership and Other Acts Amendment Bill 2004
Schedule 2 Minor and consequential 1
amendments of Partnership 2
(Limited Liability) Act 1988 3
section 47 4
1 Section 6(1), after `is a partnership'-- 5
insert-- 6
`, other than an incorporated limited partnership'. 7
2 Section 6(1)(a), `shall be'-- 8
omit, insert-- 9
`is or are'. 10
3 Section 6(1)(a), at the end-- 11
insert-- 12
`and'. 13
4 Section 6(1)(b), `Act'-- 14
omit, insert-- 15
`chapter'. 16
5 Section 7(1), `shall be'-- 17
omit, insert-- 18
`is'. 19
6 Section 7(1), `registrar'-- 20
omit, insert-- 21
`chief executive'. 22
86
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
7 Section 7(1), `prescribed form'-- 1
omit, insert-- 2
`approved form'. 3
8 Section 7(2), `shall'-- 4
omit, insert-- 5
`must'. 6
9 Section 7(2)(e), `specified'-- 7
omit, insert-- 8
`stated'. 9
10 Section 7(2)(f), `such other particulars as are'-- 10
omit, insert-- 11
`any other particulars'. 12
11 Section 8(1) and (3), `registrar'-- 13
omit, insert-- 14
`chief executive'. 15
12 Section 8(1) and (3), `shall'-- 16
omit, insert-- 17
`must'. 18
13 Section 8(2)-- 19
omit, insert-- 20
`(2) The register may be kept in any form the chief executive 21
considers appropriate that allows it to be inspected at an office 22
of a department at Brisbane during normal office hours.'. 23
87
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
14 Section 8(3), `section 7'-- 1
omit, insert-- 2
`section 50'. 3
15 Section 8(3), `prescribed form'-- 4
omit, insert-- 5
`approved form'. 6
16 Section 8(4)(a) and (b), `shall be'-- 7
omit, insert-- 8
`is'. 9
17 Section 8(4)(b), `as such'-- 10
omit, insert-- 11
`as general partners or limited partners'. 12
18 Section 9(1), (2), (5), (6) and (7), `registrar'-- 13
omit, insert-- 14
`chief executive'. 15
19 Section 9(1), (2), (3) and (4), `shall'-- 16
omit, insert-- 17
`must'. 18
20 Section 9(1), `in respect of'-- 19
omit, insert-- 20
`for'. 21
88
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
21 Section 9(1)(f), `section 7(2)(f).' and footnote-- 1
omit, insert-- 2
`section 50(2)(f).13'. 3
22 Section 9(2), `as defined in section 6'-- 4
omit. 5
23 Section 9(4), `specified'-- 6
omit, insert-- 7
`stated'. 8
24 Section 9(5)(a) and (b), `shall continue'-- 9
omit, insert-- 10
`continues'. 11
25 Section 9(6), `shall not'-- 12
omit, insert-- 13
`can not'. 14
26 Section 9(7) and (8), `shall be'-- 15
omit, insert-- 16
`are'. 17
27 Section 10(1), `such part of the amount as' 18
omit, insert-- 19
`the part of that amount that'. 20
13 Section 50 (How formed)
89
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
28 Section 10A(1), definition corresponding law, `this Act'-- 1
omit, insert-- 2
`this chapter'. 3
29 Section 10A(3)(a) and (b), `this Act'-- 4
omit, insert-- 5
`this chapter'. 6
30 Section 11(1), (1A) and (2), `shall'-- 7
omit, insert-- 8
`must'. 9
31 Section 11(1A), `such contribution'-- 10
omit, insert-- 11
`contribution made by a limited partner in a limited partnership 12
towards the discharge of liabilities of the firm'. 13
32 Section 11(2), `Where'-- 14
omit, insert-- 15
`If'. 16
33 Section 11(1A), `section 10(1).' and footnote-- 17
omit, insert-- 18
`section 53(1).14'. 19
14 Section 53 (Liability of limited partner)
90
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
34 Section 11(2), `section 10(1)'-- 1
omit, insert-- 2
`section 53(1)'. 3
35 Section 12(1), `shall'-- 4
omit, insert-- 5
`must'. 6
36 Section 12(1)(a), `registrar'-- 7
omit, insert-- 8
`chief executive'. 9
37 Section 12(1)(a), `section 8;' and footnote-- 10
omit, insert-- 11
`section 51;15'. 12
38 Section 13, heading, `s 12'-- 13
omit, insert-- 14
`s 56'. 15
39 Section 13(1), (2) and (3), `section 12'-- 16
omit, insert-- 17
`section 56'. 18
40 Section 13(1)-- 19
insert-- 20
`Maximum penalty--20 penalty units.'. 21
15 Section 51 (Register--proof of registration)
91
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
41 Section 13(2) and (3), `shall'-- 1
omit, insert-- 2
`is to'. 3
42 Section 14, heading, `s 12'-- 4
omit, insert-- 5
`s 56'. 6
43 Section 14, `section 12' and footnote-- 7
omit, insert-- 8
`section 5616'. 9
44 Section 14, `section 13(1)'-- 10
omit, insert-- 11
`section 57(1)'. 12
45 Section 15(1), `shall'-- 13
omit, insert-- 14
`must'. 15
46 Section 15(2)-- 16
insert-- 17
`Maximum penalty for subsection (2)--20 penalty units.'. 18
47 Section 16(1)(a), `shall'-- 19
omit, insert-- 20
`must'. 21
16 Section 56 (Use of descriptive words in name)
92
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
48 Section 16(2), `an agent'-- 1
omit, insert-- 2
`an agent,'. 3
49 Section 16(4), `shall be'-- 4
omit, insert-- 5
`is'. 6
50 Section 16(5)(b), `registrar under section 8' and 7
footnote-- 8
omit, insert-- 9
`chief executive under section 5117'. 10
51 Section 16(5)(b), `shall'-- 11
omit, insert-- 12
`is to'. 13
52 Section 17(1)(c), `shall'-- 14
omit, insert-- 15
`does'. 16
53 Section 18, `shall', first mention-- 17
omit, insert-- 18
`is to'. 19
17 Section 51 (Register--proof of registration)
93
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
54 Section 18, `shall', second mention-- 1
omit, insert-- 2
`are to'. 3
55 Section 19(1), `this Act'-- 4
omit, insert-- 5
`this chapter'. 6
56 Section 19(1)(b), `section 18'-- 7
omit, insert-- 8
`section 62'. 9
57 Section 19(1) and (2), `shall'-- 10
omit, insert-- 11
`must'. 12
58 Section 19(1) and (2), `registrar'-- 13
omit, insert-- 14
`chief executive'. 15
59 Section 19(1) and (2), `specified'-- 16
omit, insert-- 17
`stated'. 18
60 Section 19(2), `such date is so shown'-- 19
omit, insert-- 20
`date is shown' 21
94
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
61 Section 20, `shall'-- 1
omit, insert-- 2
`must'. 3
62 Section 21(1)-- 4
omit. 5
63 Section 21(2), `shall'-- 6
omit, insert-- 7
`must'. 8
64 Section 22, heading, `registrar'-- 9
omit, insert-- 10
`chief executive'. 11
65 Section 22(1)(c), `section 7(2)(f)' and footnote-- 12
omit, insert-- 13
`section 50(2)(f)18'. 14
66 Section 22(1)(f), `section 18;' and footnote-- 15
omit, insert-- 16
`section 62;19'. 17
18 Section 50 (How formed)
19 Section 62 (Cessation of limited partnerships)
95
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
67 Section 22(1), `section 9 or 19' and footnote-- 1
omit, insert-- 2
`section 52 or 6320'. 3
68 Section 22(1) and (2), `registrar'-- 4
omit, insert-- 5
`chief executive'. 6
69 Section 22(2), `shall'-- 7
omit, insert-- 8
`is to'. 9
70 Section 22(4) and (5)(a) and (b), `in respect of'-- 10
omit, insert-- 11
`for'. 12
71 Section 22(5), `shall be'-- 13
omit, insert-- 14
`is'. 15
72 Section 22(6), `shall'-- 16
omit, insert-- 17
`is to'. 18
20 Section 52 (Registration of charges in limited partnership) or 63 (Registration of
dissolution or cessation of limited partnerships)
96
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
73 Section 23, heading, `Registrar'-- 1
omit, insert-- 2
`Chief executive'. 3
74 Section 23, `registrar'-- 4
omit, insert-- 5
`chief executive'. 6
75 Section 23, `in respect of'-- 7
omit, insert-- 8
`in relation to'. 9
76 Section 23, `section 9 or 19' and footnote-- 10
omit, insert-- 11
`section 52 or 6321'. 12
77 Section 23, `shall'-- 13
omit, insert-- 14
`must'. 15
78 Section 23A, heading, `Registrar's'-- 16
omit, insert-- 17
`Chief executive's'. 18
21 Section 52 (Registration of charges in limited partnership) or 63 (Registration of
dissolution or cessation of limited partnerships)
97
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
79 Section 23A, `registrar'-- 1
omit, insert-- 2
`chief executive'. 3
80 Section 23A(1), `registered under this Act'-- 4
omit. 5
81 Section 23A(4), `registrar's'-- 6
omit, insert-- 7
`chief executive's'. 8
82 Section 23B, heading, `Registrar's'-- 9
omit, insert-- 10
`Chief executive's'. 11
83 Section 23B(1), `registrar'-- 12
omit, insert-- 13
`chief executive'. 14
84 Section 23B(1), `section 23A'-- 15
omit, insert-- 16
`section 68'. 17
85 Sections 24 to 26-- 18
omit. 19
86 Section 27-- 20
omit, insert-- 21
98
Partnership and Other Acts Amendment Bill 2004
Schedule 2 (continued)
`27 Mercantile Act register 1
`(1) The chief executive must make the record of registrations, 2
previously kept under the Mercantile Act 1867, section 57 and 3
the Partnership (Limited Liability) Act 1988, section 27 4
available for inspection by the public during normal business 5
hours. 6
`(2) This part expires on 1 July 2008.'. 7
87 Sections 27A, 28 and 29-- 8
omit. 9
© State of Queensland 2004
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