PARTNERSHIP ACT 1958

Victorian Consolidated Legislation

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PARTNERSHIP ACT 1958

No. 6330 of 1958
Version incorporating amendments as at 12 February 2008

TABLE OF PROVISIONS

Section Page

PART 1-PRELIMINARY

1. Short title and commencement
2. Repeal
3. Definitions
4. Saving of rules of equity and common law

PART 2-PARTNERSHIPS GENERALLY

Division 1-Nature of partnerships

5. Definition of partnership
6. Rules for determining existence of partnership
7. Postponement of rights of person lending or selling in case
of bankruptcy
8. Meaning of firm

Division 2-Relationship of partners to persons dealing with them

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

Division 3-Relationship between partners

23. Variation by consent of terms of partnership
24. Partnership property
25. Property bought with partnership money
26. Personal estate held as partnership property
27. Procedure against partnership property for a partner's separate judgment debt
28. Rules etc. of partners when not subject to special agreement
29. Expulsion of partner
30. Retirement from partnership at will
31. Continuance of partnership on old terms
32. Duty of partners to render accounts etc.
33. Accountability of partners for private profits
34. Duty of partner not to compete with firm
35. Rights of assignee of share in partnership

Division 4-Dissolution of partnership

36. Dissolution by expiration or notice
37. Dissolution by death or bankruptcy or charge
38. Dissolution by illegality of partnership
39. Dissolution by the court
40. Rights of persons dealing with firm against apparent
members of firm
41. Right of partners to notify dissolution
42. Continuing authority of partners for purposes of winding up
43. Rights of partners as to application of partnership property
44. Apportionment of premium where partnership prematurely dissolved
45. Rights where partnership dissolved for fraud or
misrepresentation
46. Share of profits made after dissolution
47. Retiring or deceased partner's share to be a debt
48. Rule for distribution of assets on final settlement of accounts

PART 3-LIMITED PARTNERSHIPS

Division 1-Preliminary

49. Definitions and application of Parts 1 and 2.

Division 2-Nature and formation of limited partnerships

50. Composition of limited partnership
51. Size of limited partnership
52. How formed

Division 3-Registration of limited partnerships

54. Application for registration
55. Registration of limited partnership
56. Changes in registered particulars
57. Register of Limited Partnerships 58. Certificates of registration etc.
59. Business Names Act 1962 not to apply

Division 4-Limitation of liability of limited partners

60. Liability of limited partner limited to amount shown in
Register
61. Change in liability of limited partner
62. Change in status of partners
63. Liability for business conducted outside the State
64. Liability for limited partnerships formed under corresponding laws
64A. Effect of sections 63 and 64.
65. Contribution towards discharge of debts etc.
66. Limitation on liability may not be varied by partnership agreement etc.

Division 5-Other modifications of general law of partnership

67. Limited partner not to take part in management of partnership
68. Differences between partners
69. Change in partners

Division 6-Dissolution and cessation of limited partnerships

70. Dissolution not available in certain cases
71. Cessation of limited partnerships
72. Registration of dissolution or cessation of limited partnership
73. Winding up by general partners

Division 7-Interests in partnerships

74. Regulations relating to interests

Division 8-Miscellaneous provisions

75. Identification of limited partnerships
76. Registered office
77. Service
78. Entry in Register constitutes notice
79. False and misleading statements

PART 4-GENERAL REQUIREMENTS

79A. Signing of documents
79B. Lodgment of documents
79C. Method of lodgment
79D. Approval of special lodging arrangements
79E. Retention of records
79F. Power of Director to refuse to register or reject documents
79G. Actions commenced by Commissioner for Corporate Affairs
80. Regulations

PART 5-INCORPORATED LIMITED PARTNERSHIPS

Division 1-Preliminary

81. Definitions
82. Application of other provisions of this Act

Division 2-Nature and formation of incorporated limited partnerships

83. Partnership is formed on registration
84. Partnership is separate legal entity
85. Partners in an incorporated limited partnership
86. Partnership agreement

Division 3-Registration of incorporated limited partnerships

87. Who may apply for registration?
88. How is an application made?
89. Registration of incorporated limited partnership
90. Register of Incorporated Limited Partnerships 91. Changes in registered particulars
92. Certificates of registration etc.
93. Business Names Act 1962 not to apply
94. Acts preparatory to registration do not constitute partnership

Division 4-Powers of incorporated limited partnerships

95. Powers of partnership
96. Relationship of partners to others and between themselves

Division 5-Liability and powers of limited partners

97. Limitation of liability of limited partners
98. Limited partner not to take part in the management of the incorporated limited partnership
99. Definitions, etc. applicable to section 98.
100. Differences between partners
101. Change in partners
102. Change in status of partners
103. Liability in respect of conduct or acts outside the State
104. Recognised incorporated limited partnerships under corresponding laws
105. Effect of sections 103 and 104.

Division 6-Winding up of incorporated limited partnership

106. Definition
107. Voluntary winding up
108. Winding up on Director's certificate
109. Review of certificate
110. Procedure for winding up on certificate
111. Distribution of assets on winding up required on Director's certificate
112. Application of Corporations Act to winding up
113. Director to be notified of winding up
114. Cancellation of incorporation

Division 7-Miscellaneous provisions

115. Execution of documents
116. Entitlement to make assumptions
117. Assumptions that can be made under section 116.
118. Identification of incorporated limited partnerships
119. Registered office
120. Lodgment of certain documents with the Director
121. Service
122. Entry in Register constitutes notice
123. False and misleading statements
124. Duty to furnish information
125. Confidentiality
126. Offences by partnerships and partners
127. Delegation
128. Regulations
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SCHEDULE
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ENDNOTES
1. General Information
2. Table of Amendments
3. Explanatory Details

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