Western Australian Consolidated Acts Western Australian Consolidated Acts (1) A limited partner
shall not take part in the management of the partnership business, and shall
not have power to bind the firm:
Provided that the
limited partner may, by himself or his agent, at any time inspect the books of
the firm and examine into the state and prospects of the partnership business,
and may advise with the partners thereon.
If a limited partner
takes part in the management of the partnership business, he shall be liable
for all debts and obligations of the firm incurred while he so takes part in
the management as though he were a general partner.
(2) A limited
partnership shall not be dissolved by the death or bankruptcy of a limited
partner, and the lunacy of a limited partner shall not be a ground for
dissolution of the partnership by the court.
(3) In the event of
the dissolution of a limited partnership its affairs should be wound up by the
general partners, unless the court otherwise orders.
(4) The winding up of
a limited partnership is declared to be an applied Corporations legislation
matter for the purposes of Part 3 of the
Corporations (Ancillary Provisions) Act 2001 in relation to
Parts 5.4, 5.4A, 5.4B, 5.6, 5.7B and 5.8 (winding up) of the Corporations
Act 2001 of the Commonwealth.
(4a) The following
modifications to the text of Parts 5.4, 5.4A, 5.4B, 5.6, 5.7B and 5.8 of the
Corporations Act 2001 of the Commonwealth apply for the purposes of
subsection (4) —
(a) a
reference to a company is to be read as a reference to a limited partnership;
(b) a
reference to the directors of a company is to be read as a reference to the
general partners of a limited partnership;
(c) a
reference to ASIC is to be read as a reference to the Registrar;
(d) a
reference to the Court is to be read as a reference to the Supreme Court.
(5) Subject to any
agreement expressed or implied between the partners —
(a) any
difference arising as to ordinary matters connected with the partnership
business may be decided by a majority of the general partners;
(b) a
limited partner may, with the consent of the general partners, assign his
share in the partnership, and upon such an assignment the assignee shall
become a limited partner with all the rights of the assignor;
(c) the
other partners shall not be entitled to dissolve the partnership by reason of
any limited partner suffering his share to be charged for his separate debt;
(d) a
person may be introduced as a partner without the consent of the existing
limited partners;
(e) a
limited partner shall not be entitled to dissolve the partnership by notice.
[Section 6 amended by No. 10 of 1982
s. 28; No. 20 of 2003 s. 33(2).]