Queensland Consolidated Acts

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PARTNERSHIP ACT 1891 - SECT 52

52 Registration of changes in limited partnership

(1) Upon receipt by the chief executive of a notice of change in the approved form and payment of the prescribed fee the chief executive must record in the register for the limited partnership concerned a change--

(a) in the firm name; or
(b) in the registered office of the firm; or
(c) consisting in the departure from or admission to the partnership of a partner; or
(d) in the name or address of a partner in the partnership; or
(e) in the liability of a partner because of his or her becoming a limited partner instead of a general partner or a general partner instead of a limited partner or because of an alteration in the amount that the partner is liable to contribute as a limited partner; or
(f) in any particular referred to in section 50(2)(f).

(2) If a result of a change notified to the chief executive would be that the partnership concerned would be so constituted as not to be capable of being a limited partnership, the chief executive must not record the change in the register, despite subsection (1).

(3) A notice referred to in subsection (1) must be signed and given--

(a) by or on behalf of all those who are or will be partners in the partnership after the change takes effect, if the change involves the departure or admission of a partner or the alteration of the extent to which a partner is liable to contribute; or
(b) by or on behalf of all the general partners in the partnership at the time the change takes effect, in any case other than one referred to in paragraph (a).

(4) A notice under subsection (1) that relates to the admission of a limited partner to the partnership must contain a statement to the effect that the person admitted is a limited partner whose liability to contribute is limited to the extent of an amount of money stated in the statement.

(5) Despite the happening of any change in relation to a limited partnership that the chief executive may record in the register (upon notice of the change) under subsection (1)--

(a) this Act continues to apply to the partnership as a limited partnership; and
(b) a continuing partner shown on the register as a limited partner continues to be a limited partner as so registered.

(6) If a change of which notice may be given under subsection (1) involves the admission of a limited partner to a partnership or an alteration to the extent to which a partner in the partnership is liable to contribute, being a change arising from agreement between the partners, the change can not take effect until notice of the change has been given under subsection (1) to the chief executive and the chief executive has recorded the change in the register.

(7) Despite the departure of a person as a partner from a limited partnership the partner and the partner's estate are liable as if that departure had not happened for liabilities incurred by the partnership after the partner's departure unless and until notice of the departure has been given to the chief executive under subsection (1) for recording in the register.

(7A) Subsection (7) does not apply in relation to liabilities incurred in dealings with a person who has notice of the departure.

(8) Subject to the terms of any agreement between the partners in a limited partnership, the general partners in the partnership are authorised to give any notice under this section on behalf of all the partners.



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