PARTNERSHIP ACT 1892 - As at 13 January 2023 - Act 12 of 1892
- As at 13 January 2023 - Act 12 of 1892Table of Provisions
PART 1 - PRELIMINARY
- 1A Name of Act
- 1B Interpretation
- 1C Application of laws of partnership to incorporated limited partnerships
PART 2 - PARTNERSHIPS GENERALLY
Division 1 - Nature of partnership
- 1 Definition of partnership
- 2 Rules for determining existence of partnership
- 3 Postponement of rights of persons lending or selling in consideration of share of profits in case of insolvency
- 4 Meaning of firms
Division 2 - Relationship of partners to persons dealing with them
- 5 Power of partner to bind firm
- 6 Partners bound by acts on behalf of firm
- 7 Partner using credit of firm for private purposes
- 8 Effect of notice that firm will not be bound by acts of partner
- 9 Liability of partner
- 10 Liability of firm for wrongs
- 11 Misapplication of money or property received for or in the custody of the firm
- 12 Liability for wrongs joint and several
- 13 Improper employment of trust property for partnership purposes
- 14 Persons liable by "holding out"
- 15 Admissions and representations of partners
- 16 Notice to acting partner to be notice to firm
- 17 Liabilities of incoming and outgoing partners
- 18 Revocation of continuing guaranty by change of firm
Division 3 - Relationship between partners
- 19 Variation by consent of terms of partnership
- 20 Partnership property of firms other than incorporated limited partnerships
- 20A Partnership property of incorporated limited partnership
- 21 Property bought with partnership money
- 22 Conversion into personal estate of land held as partnership property
- 23 Procedure against partnership property for a partner's separate judgment debt
- 24 Rules as to the interests and duty of partners other than partners in incorporated limited partnership subject to special agreement
- 25 Expulsion of partner
- 26 Retirement from partnership at will
- 27 Where partnership for term is continued over, continuance on old terms presumed
- 28 Duty of partners to render accounts
- 29 Accountability of partners for private profits
- 30 Duty of partner not to compete with firm
- 31 Rights of assignee of share in partnership
Division 4 - Dissolution of partnership
- 31A Division does not apply to incorporated limited partnerships
- 32 Dissolution by expiration or otherwise
- 33 Dissolution by bankruptcy, death, or change
- 34 Dissolution by illegality of partnership
- 35 Dissolution by the Court
- 36 Rights of persons dealing with firm against apparent members of firm
- 37 Right of partners to notify dissolution
- 38 Continuing authority of partners for purposes of winding-up
- 39 Rights of partners to application of partnership property
- 40 Apportionment of premium when partnership prematurely dissolved
- 41 Rights where partnership dissolved for fraud or misrepresentation
- 42 Right of outgoing partner in certain cases to share profits made after dissolution
- 43 Retiring or deceased partner's share to be a debt
- 44 Rule for distribution of assets on final settlement of accounts 45. (Repealed)
Division 5 - Miscellaneous provisions
PART 3 - LIMITED PARTNERSHIPS AND INCORPORATED LIMITED PARTNERSHIPS
Division 1 - Preliminary
- 49 Definitions
- 50 Application of other provisions of this Act
Division 2 - Nature and formation of limited partnership and incorporated limited partnership
- 50A Limited partnership or incorporated limited partnership is formed on registration
- 51 Composition of limited partnership or incorporated limited partnership
- 52 Size of limited partnership or incorporated limited partnership
- 53 Incorporated limited partnership is separate legal entity
- 53A Powers of incorporated limited partnership
- 53B Partnership agreement
- 53C Relationship of partners in incorporated limited partnership to others and between themselves
Division 3 - Registration of limited partnerships and incorporated limited partnerships
- 53D Who may apply for registration?
- 54 Application for registration
- 55 Registration of limited partnership
- 55A Acts preparatory to registration do not constitute partnership
- 56 Changes in registered particulars
- 57 Register of Limited Partnerships and Incorporated Limited Partnerships
- 58 Certificates of registration
- 59 Application of Business Names Registration Act 2011 of Commonwealth
Division 4 - Limitation of liability of limited partners in limited partnership
- 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 4A - Limitation of liability of limited partners in incorporated limited partnerships
- 66A Limitation of liability of limited partners
- 66B Change in status of partners
- 66C Liability in respect of conduct or acts or omissions outside the State
- 66D Incorporated limited partnerships formed under corresponding laws
- 66E Effect of sections 66C and 66D
Division 5 - Other modifications of general law of partnership
- 67 Limited partner not to take part in management of limited partnership
- 67A Limited partner not to take part in the management of incorporated limited partnership
- 67B Interpretation of section 67A
- 68 Differences between partners
- 69 Change in partners
Division 6 - Dissolution and cessation of limited partnerships and incorporated 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
- 73A Winding up of incorporated limited partnerships
Division 7 - Miscellaneous provisions
- 73B Execution of documents
- 73C Entitlement to make assumptions
- 73D Assumptions that may be made under section 73C
- 73E Lodgment of certain documents with the Registrar
- 74 Model limited partnership agreement
- 75 Identification of limited partnerships and incorporated limited partnerships
- 76 Registered office
- 77 Service
- 78 Entry in Register constitutes notice
- 79 Giving false or misleading information
- 80 Criminal proceedings
- 80A Offences by partnerships
- 80B Duty to furnish information
- 81 Regulations
- 81A Relationship with Corporations legislation