(1) Subject to subsection (2), where by any wrongful act or omission of any partner in a firm other than an incorporated limited partnership acting in the ordinary course of the business of the firm, or with the authority of the partner’s co-partners, loss or injury is caused to any person not being a partner of the firm, or any penalty is incurred, the firm is liable therefor to the same extent as the partner so acting or omitting to act.
(1) A person who is admitted as a partner into an existing firm other than a limited partnership or incorporated limited partnership does not by that admission alone become liable for anything done before the person became a partner. (2) A person who is admitted as a general partner into an existing limited partnership or incorporated limited partnership does not by that admission alone become liable for anything done before the person became a general partner.
(1) All property, and rights and interests in property, originally brought into the partnership stock or acquired, whether by purchase or otherwise, on account of the firm, or for the purposes and in the course of the partnership business, are called in this Act partnership property, and must be held and applied by the partners exclusively for the purposes of the partnership, and in accordance with the partnership agreement.
(1) After the commencement of this Act a writ of execution shall not issue against any partnership property except on a judgment against the firm.
(1) A limited partnership or incorporated limited partnership may have any number of limited partners.
(1) Except as otherwise provided by the partnership agreement or agreed between the partners in an incorporated limited partnership:
(a) a general partner, the partnership or an officer, employee, agent or representative of a general partner or of the partnership is not an agent of a limited partner and the acts of a general partner or of the partnership or of such an officer, employee, agent or representative do not bind a limited partner, and (b) a limited partner is not an agent of, nor fiduciary for, a general partner or of another limited partner or of or for the partnership and the acts of a limited partner do not bind a general partner, another limited partner or the partnership itself. (2) A reference in subsection (1) to a general partner includes, if the general partner is a partnership or an external partnership, a reference to a partner in that partnership.
(1) If an application for registration of a limited partnership or incorporated limited partnership has been duly made, the Registrar is to register the limited partnership or incorporated limited partnership.
(1) If any change occurs in relation to the registered particulars of a limited partnership or incorporated limited partnership, a statement setting out the changed particulars must be lodged with the Registrar within 7 days after the change occurred. (2) The statement must be signed by all the general partners, or by a general partner authorised by all the general partners for the purposes of this section.
(1) The Registrar is required to keep a register of limited partnerships and incorporated limited partnerships registered under this Part (to be called the Register of Limited and Incorporated Limited Partnerships). (1A) In the Register, there is to be a division of limited partnerships and a division of incorporated limited partnerships.
(1) The Registrar must, at the time of:
(a) registering a limited partnership or an incorporated limited partnership, or (b) recording a change in its registered particulars, or (c) correcting an error or omission in the Register in relation to it, issue to the general partners a certificate as to its formation and its registered particulars as at that time.
(1) In this section: corresponding law means a law of another State, a Territory or another country or jurisdiction that is declared by the regulations to be a corresponding law for the purposes of this Part.recognised limited partnership means a partnership formed in accordance with a corresponding law.
(1) In this section: corresponding law means:
(a) a law of another State or of a Territory or of another country or jurisdiction that substantially corresponds to the provisions of this Act that relate to incorporated limited partnerships, or (b) a law declared under subsection (3) to be a corresponding law for the purposes of this Part. recognised incorporated limited partnership means a partnership formed in accordance with a corresponding law.(2) A partner in a recognised incorporated limited partnership is liable for a liability incurred by the partnership as a result of:
(a) the conduct of the recognised incorporated limited partnership’s business in this State, or (b) the acts or omissions in this State of a partner in the recognised incorporated limited partnership or of the partnership itself or of any officer, employee, agent or representative of such a partner or of the partnership, only in circumstances where the partner would be so liable under the corresponding law if the conduct or acts or omissions occurred in the place where the recognised incorporated limited partnership was formed.
(1) A limited partner must not take part in the management of the business of the limited partnership and does not have power to bind the limited partnership. (2) If a limited partner takes part in the management of the business of the limited partnership, the limited partner is liable, as if the partner were a general partner, for the liabilities of the partnership incurred while the limited partner takes part in the management of that business.
(1) A limited partner in an incorporated limited partnership must not take part in the management of the business of the partnership. (2) If:
(a) as a direct result of any wrongful act or omission of a limited partner in taking part in the management of the business of an incorporated limited partnership the limited partner causes any loss or injury to any person other than a partner in the partnership (a third party ), and(b) at the time of the act or omission the third party had reasonable grounds to believe that the limited partner was a general partner in the partnership, the limited partner is liable for the loss or injury to the same extent that the limited partner would have been liable if the limited partner were in fact a general partner in the partnership. Note— A limited partner is not an agent of an incorporated limited partnership and the acts of a limited partner do not bind a general partner, another limited partner or the partnership itself—see section 53C (1).
(1) A limited partner in a limited partnership may, with the consent of the general partners, assign the limited partner’s share in the limited partnership. In that case the assignee is taken to be a limited partner in substitution for the assignor with all the rights and obligations of the assignor. (1A) A limited partner in an incorporated limited partnership may, with the consent of the general partners and the agreement of the transferee, transfer the whole or a proportion of the limited partner’s interest in the incorporated limited partnership.
(1) A person is entitled to make the assumptions in section 73D in relation to dealings with an incorporated limited partnership. The incorporated limited partnership is not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.
(1) A person may assume that the partnership agreement of the incorporated limited partnership has been complied with. (2) A person may assume that anyone who appears, from information provided by the incorporated limited partnership that is available to the public from the Register, to be a general partner in the incorporated limited partnership:
(a) is a general partner in the incorporated limited partnership, and (b) has authority to exercise the powers and perform the duties customarily exercised or performed by a general partner in an incorporated limited partnership. (3) A person may assume that anyone who is held out by the incorporated limited partnership to be a general partner in, or an agent of, the incorporated limited partnership:
(a) is a general partner in the incorporated limited partnership or has been duly appointed as an agent of the incorporated limited partnership, as the case requires, and (b) has authority to exercise the powers and perform the duties customarily exercised or performed by that kind of partner in, or agent of, an incorporated limited partnership.
(1) An incorporated limited partnership that was incorporated on the basis that it intended to be registered as a VCLP, AFOF or ESVCLP under Part 2 of the of the Commonwealth must, within one month after being so registered, lodge with the Registrar a copy of a document evidencing its status as a VCLP, AFOF or ESVCLP. Venture Capital Act 2002 (2) An incorporated limited partnership that was incorporated on the basis that it intended to meet the requirements for recognition as a venture capital management partnership within the meaning of section 94D (3) of the of the Commonwealth must, within one month after becoming such a venture capital management partnership, lodge with the Registrar a statement that it is such a partnership. Income Tax Assessment Act 1936
(1) In this section, document includes any letter, notice, publication, written offer, contract, order for goods or services, invoice, bill of exchange, promissory note, cheque, negotiable instrument, endorsement, letter of credit, receipt and statement of account.(2) Any document issued on behalf of a limited partnership in connection with the conduct of the partnership’s business must contain in legible letters the words “A Limited Partnership” (or “L.P.” or “LP” as an abbreviation) at the end of the firm-name of the partnership.
(1) The Governor may make regulations, not inconsistent with this Act, for or with respect to any matter that is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Part.
(Section 73A)
(Section 83)