PARTNERSHIP ACT 1891 - As at 28 May 2012 - Act 7 of 1891

Table of Provisions

• Long Title

CHAPTER 1 - PRELIMINARY

PART 1 - CITATION

• 1 Short title
• 2 Notes in text

PART 2 - INTERPRETATION

• 3 Definitions
• 4 Meaning of firm and firm-name
• 5 Meaning of partnership

PART 3 - APPLICATION

• 5A Application of laws of partnership to limited partnerships and incorporated limited partnerships

CHAPTER 2 - PARTNERSHIPS GENERALLY

PART 1 - NATURE OF PARTNERSHIP

• 6 Rules for deciding existence of partnership
• 7 Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency

PART 2 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH THEM

• 8 Power of partner to bind the firm
• 9 Partners bound by acts on behalf of firm
• 10 Partner using credit of firm for private purposes
• 11 Effect of notice that firm will not be bound by acts of partner
• 12 Liability of partners
• 13 Liability of the firm for wrongs
• 14 Misapplication of money or property received for or in custody of the firm
• 15 Liability for wrongs joint and several
• 16 Improper employment of trust property for partnership purposes
• 17 Persons liable by ‘holding out’
• 18 Admissions and representations of partners
• 19 Notice to acting partner to be notice to the firm
• 20 Liabilities of incoming and outgoing partners
• 21 Revocation of continuing guaranty by change in firm

PART 3 - RELATIONS OF PARTNERS TO ONE ANOTHER

• 22 Variation by consent of terms of partnership
• 23 Partnership property of firms other than incorporated limited partnerships
• 23A Partnership property of incorporated limited partnership
• 24 Property bought with partnership money
• 25 Conversion into personal estate of land held as partnership property
• 26 Procedure against partnership property for a partner’s separate judgment debt
• 27 Rules as to interests and duties of partners subject to special agreement
• 28 Expulsion of partner
• 29 Retirement from partnership at will
• 30 If partnership for term is continued over, continuance on old terms presumed
• 31 Duty of partners to render accounts etc.
• 32 Accountability of partners for private profits
• 33 Duty of partner not to compete with firm
• 34 Rights of assignee of share in partnership

PART 4 - DISSOLUTION OF PARTNERSHIP AND ITS CONSEQUENCES

• 34A Part does not apply to incorporated limited partnerships
• 35 Dissolution by expiration or notice
• 36 Dissolution by insolvency, death, or charge
• 37 Dissolution by illegality of partnership
• 38 Dissolution by the court
• 39 Rights of persons dealing with firm against apparent members of firm
• 40 Right of partners to notify dissolution
• 41 Continuing authority of partners for purposes of winding up
• 42 Rights of partners as to application of partnership property
• 43 Apportionment of premium if partnership prematurely dissolved
• 44 Rights if partnership dissolved for fraud or misrepresentation
• 45 Right of outgoing partner in certain cases to share profits made after dissolution
• 46 Retiring or deceased partner’s share to be a debt
• 47 Rule for distribution of assets on final settlement of accounts

CHAPTER 3 - LIMITED PARTNERSHIPS

PART 1 - PRELIMINARY

• 48 Definitions for ch 3

PART 2 - FORMATION AND MAINTENANCE OF LIMITED PARTNERSHIPS

• 49 What is a limited partnership
• 50 How formed
• 51 Register—proof of registration
• 52 Registration of changes in limited partnership

PART 3 - MODIFICATION OF GENERAL LAW OF PARTNERSHIP

• 53 Liability of limited partner
• 54 Liability for limited partnerships formed under corresponding laws
• 55 Provisions concerning limited partner’s contribution
• 56 Use of descriptive words in name
• 57 Liability for contravention of s 56
• 58 Recovery of loss because breach of s 56
• 59 Registered office
• 60 Incidents of limited partnerships

PART 4 - DISSOLUTION AND CESSATION OF LIMITED PARTNERSHIPS

• 61 Dissolution not available in certain cases
• 62 Cessation of limited partnerships
• 63 Registration of dissolution or cessation of limited partnerships
• 64 Winding up by general partners

PART 5 - MISCELLANEOUS PROVISIONS

• 65 Legal proceedings
• 66 Duty to notify chief executive of changes
• 67 Chief executive may accept and record notices given by person registered as a partner
• 68 Chief executive’s power to cancel limited partnership’s registration
• 69 Chief executive’s power to revoke cancellation of registration

CHAPTER 4 - INCORPORATED LIMITED PARTNERSHIPS

PART 1 - PRELIMINARY

• 70 Definitions for ch 4

PART 2 - NATURE AND FORMATION OF INCORPORATED LIMITED PARTNERSHIPS

• 71 Partnership is formed on registration
• 72 Partnership is separate legal entity
• 73 Partners in an incorporated limited partnership
• 74 Partnership agreement

PART 3 - REGISTRATION OF INCORPORATED LIMITED PARTNERSHIPS

• 75 Who may apply for registration
• 76 How is an application made
• 77 Registration of incorporated limited partnership
• 78 Register of incorporated limited partnerships
• 79 Changes in registered particulars
• 80 Certificates of registration etc.
81. (Repealed)
• 82 Acts preparatory to registration do not constitute partnership

PART 4 - POWERS OF INCORPORATED LIMITED PARTNERSHIPS

• 83 Powers of partnership
• 84 Relationship of partners to others and between themselves

PART 5 - LIABILITY AND POWERS OF LIMITED PARTNERS

• 85 Definitions for pt 5
• 86 Limitation of liability of limited partners
• 87 Limited partner not to take part in the management of the incorporated limited partnership
• 88 Definitions, etc. applicable to s 87
• 89 Differences between partners
• 90 Change in partners
• 91 Change in status of partners
• 92 Liability for conduct or acts outside the State
• 93 Recognised incorporated limited partnerships under corresponding laws
• 94 Effect of ss 92 and 93

PART 6 - WINDING UP OF INCORPORATED LIMITED PARTNERSHIP

• 95 Definition for pt 6
• 96 Voluntary winding up
• 97 Winding up on chief executive’s certificate
• 98 Review of certificate
• 99 Procedure for winding up on certificate
• 100 Distribution of assets on winding up required on chief executive’s certificate
• 101 Application of Corporations Act to winding up
• 102 Chief executive to be notified of winding up
• 103 Cancellation of registration

PART 7 - MISCELLANEOUS PROVISIONS

• 104 Execution of documents
• 105 Entitlement to make assumptions
• 106 Assumptions that can be made under s 105
• 107 Identification of incorporated limited partnerships
• 108 Registered office
• 109 Lodgement of certain documents with the chief executive
• 110 Duty to give information
• 111 Offences by partnerships and partners

CHAPTER 5 - GENERAL PROVISIONS

• 112 Confidentiality
• 113 False or misleading statements
• 114 False or misleading documents
• 115 Delegations
• 116 Offences against the Act are summary
• 117 Service of limited partnerships and incorporated limited partnerships
• 118 Entries in registers
• 119 Approved forms
• 120 Regulation-making power

CHAPTER 6 - SAVINGS AND TRANSITIONAL PROVISIONS

PART 1 - SAVINGS PROVISION FOR ACT NO. 7 OF 1891

• 121 Saving of rules of equity and common law

PART 2 - (Repealed)

PART 3 - TRANSITIONAL PROVISIONS FOR ACT NO. 94 OF 2003

• 123 Transitional provision for Tourism, Racing and Fair Trading (Miscellaneous Provisions) Act 2003

PART 4 - TRANSITIONAL PROVISIONS FOR PARTNERSHIP AND OTHER ACTS AMENDMENT ACT 2004

• 124 Continuation of limited partnerships under the Partnership (Limited Liability) Act
• 125 Continuation of register under the Partnership (Limited Liability) Act
• 126 Applications under the Partnership (Limited Liability) Act
• 127 Regulations under Partnership (Limited Liability) Act preserved
• 128 Prescribed forms under Partnership (Limited Liability) Act
• 129 Relation between members of any company registered under State Companies Acts not affected
• 130 Liability
• 131 References to Partnership (Limited Liability) Act 1988
• SCHEDULE - Dictionary