No. 5 of 1996 Virgin Islands
The Partnership Act, 1996


Arrangement of Sections
Section
PART I
Short Title and Interpretation
1. Short title and commencement.
2. Interpretation.
PART II
Nature of Partnership
3. Definition of partnership.
4. Rules for determining existence of partnership.
5. Postponement of rights of person lending or selling in consideration of share of
profits in case of insolvency.
6. Nature of partner’s interest in partnership.
PART III
Relation of Partners to Persons Dealing with Them
7. Power of partner to bind the firm.
8. Partners bound by acts on behalf of firm.
9. Partner using credit of firm for private purposes.
10. Effect of notice that firm will not be bound by acts of partner.
11. Liability of partners for debts and obligations.
12. Liability of the firm for wrongs.
13. Misapplication of money or property received for or in custody of the firm.
14. Liability of partners for wrongs.
15. Improper employment of trust property for partnership purposes.
16. Persons liable by “holding out”.
17. Admissions and representations of partners.
18. Notice to acting partner to be notice to the firm.
19. Liabilities of incoming and outgoing partners.
20. Revocation of continuing guarantee by change in firm.
PART IV
Relations of Partners to One Another
21. Variation by consent of terms of partnership.
22. Partnership property.
23. Property bought with partnership money.
24. Partnership property treated as personal or movable estate.
25. Procedure against partnership property for a partner’s separate judgment debt.
26. Rules as to interests and duties of partners subject to special agreement.
27. Expulsion of partner.
28. Retirement from partnership at will.
29. Continuance on old terms presumed.
30. Duty of partners to render accounts, etc.
31. Accountability of partners for private profits.
32. Duty of partner not to compete with firm.
33. Rights of assignee of share in partnership.
PART V
Dissolution of Partnership and its Consequences
34. Dissolution by expiration or notice.
35. Dissolution by bankruptcy, death or charge.
36. Dissolution by illegality.
37. Dissolution by the court.
38. Rights of persons dealing with firm against apparent partners of firm.
39. Right of partners to notify dissolution.
40. Continuing authority of partners for purposes of winding up.
41. Rights of partners as to application of partnership property.
42. Apportionment of premium where partnership prematurely dissolved.
43. Rights where partnership dissolved for fraud or misrepresentation.
44. Rights of outgoing partner in certain cases to share profits made after dissolution.
45. Retiring or deceased partner’s share to be a debt.
46. Rule for distribution of assets on final settlement of accounts.
PART VI
Limited Partnerships
47. Limited partnership.
48. Local limited Partnership.
49. International limited partnership.
50. Restrictions on limited partnership.
51. Effect of failure to satisfy the requirements of section 50.
52. Registrar.
53. Procedure for forming a limited partnership.
54. Establishment of register.
55. Certificate of Limited Partnership.
56. Effect of failure to register.
57. Amendment of the memorandum and articles of partnership.
58. Contribution.
59. Name.
60. Reservation of name.
61. Liability for false statements in Memorandum.
62. Liability of limited partner to third parties.
63. Admission of additional limited partners.
64. Rights, powers and liabilities of a general partner.
65. Rights of a limited partner.
66. Status of person erroneously believing himself to be a limited partner.
67. One person both general and limited partner.
68. Loans and other business transactions with limited partner.
69. Relation of limited partners inter se.
70. Compensation of limited partner.
71. Withdrawal or reduction of limited partner’s contribution.
72. Liability of limited partner to partnership.
73. Assignment of limited partner’s interest.
74. Admission as a substituted limited partner.
75. Effect of retirement, death, incapacity or bankruptcy of a general partner.
76. Death of limited partner.
77. Rights of creditors or limited partner.
78. Distribution of assets.
79. Service of notice on partners.
80. Service of process, etc. on limited partnership.
81. Books and records.
82. Registered office.
83. Register of interests in limited partnership.
84. Registered agent.
85. Penalty for contravention of sections 82, 83 and 84.
86. Registered agent desiring to resign.
87. Licence fees.
88. Limited partnership struck off remains liable for fees, etc.
89. Fees.
90. Recovery of penalties.
91. Fees, etc. to be paid into Consolidated Fund.
92. Fees payable to Registrar.
93. Exemptions from Tax, etc.
94. Regulations.
95. Form of certificate.
96. Certificate of good standing.
97. Inspection and copies of documents.
98. Appointment and duties of inspector.
99. Minister’s power to require production of documents.
100. Privileged information.
101. Provision for security of information obtained.
102. Powers of general partners in the event of dissolution.
103. Duties of liquidator.
104. Powers of liquidator.
105. Procedure on winding-up and dissolution.
106. Rescission of dissolution.
107. Winding-up and dissolution of limited partnership unable to pay claims etc.
108. Winding-up where dissolution ordered by the court.
PART VII
MISCELLANEOUS
109. Declaration by the Court.
110. Application of Part VIII of Cap. 291.
111. Judge in Chambers.
112. Time for prosecution.
113. General penalty.
114. Repeals.
No. 5 of 1996 The Partnership Virgin
Act, 1996 Islands
I Assent
D. Mackilligin
Governor
20th June, 1996
VIRGIN ISLANDS
No. 5 of 1996
An Act to declare and amend the law of partnership and to declare the law relating to limited
partnerships.
[Gazetted 19th August, 1996 ]
ENACTED by the Legislature of the Virgin Islands as follows:
PART I
Short Title and Interpretation
Short title 1. This Act may be cited as the Partnership Act, 1996 and shall come into force
and and shall come into force on the date which the Governor may appoint by
commence- proclamation published in the Gazette.
ment.
Interpretation. 2. In this Act, unless the contrary intention appears,
“articles” means the articles of partnership of a limited
partnership formed under this Act;
“business” includes every trade, occupation or profession;
“court” means the High Court or a Judge thereof;
“firm” means the group of persons who have entered into
partnership with one another;
“firm-name” means the name under which the business of a
firm is carried on;
“general partner”, in relation to a limited partnership,
means a partner who is not a limited partner as
defined herein;
“general partnership” means any partnership that is not a
limited partnership;
“international limited partnership” means the limited
partnership referred to in section 49 of this Act;
“limited partnership” means a partnership formed under
Part VI of this Act referred to in section 47 of this
Act;
“limited partner”, in relation to a limited partnership, means
a partner who does not take part in the control of the
partnership business and whose liability is limited
subject to the provisions of this Act.
“local limited partnership” means the limited partnership
referred to in section 48 of this Act;
“memorandum” means the memorandum of partnership of a
limited partnership formed under this Act;
“Minister” means the Minister responsible for he
Administration of this Act;
“partner” in relation to a limited partnership includes a
limited partner and a general partner;
“person” includes a natural person, a partnership general or
limited, domestic or foreign, a company, trust, estate,
association, custodian, nominee or any other
individual or entity in its own or any representative
capacity;
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“register” means the register referred to in section 54 of this
Act;
“Registrar” means the Registrar of Limited Partnerships
referred to in section 52 of this Act;
“substituted limited partner” means a person who, after
becoming an assignee of part or all of the interest of a
limited partner, is admitted to the limited partnership
pursuant to the provisions of its articles or, if the
articles are silent on the issue, is admitted with the
unanimous consent of the partners.
PART II
Nature of Partnership
Definition 3. (1) Partnership is the relation of which subsists between persons
of partnership carrying on a business in common with a view of profit.
(2) The relation between members of any company or association
which is -
Cap. 285 (a) registered as a company under the Companies Act or incorporated
Cap. 291 as a company under the International Business Companies Act; or
(b) formed or incorporated by or in pursuance of any other Act, letters
patent or Royal Charter, is not a partnership within the meaning of this Act.
Rules for 4. In determining whether a partnership does or does not exist, regard
determining shall be had to the following rules:
existence of
partnership. (a) all circumstances surrounding the contract are to be considered and
the true intent of the parties is to be ascertained from their agreement,
words and conduct;
(b) joint tenancy, tenancy in common, joint property, common property
or part ownership does not of itself create a partnership as to anything
so held or owned, whether the tenants or owners do or do not share
any profits made by the use thereof;
(c) the sharing of gross returns does not of itself create a partnership,
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whether the persons sharing such returns have or have not a joint or
common right or interest in any property from which or from the use
of which the returns are derived; and
(d) the receipt by a person of a share of the profits of a business is prima
facie evidence that he is a partner in the business, but receipt of such
a share, or of a payment contingent on or varying with the profits of a
business, does not of itself make him a partner in the business; and in
particular
(i) the receipt by a person of a debt or other liquidated amount
by instalments or otherwise out of the accruing profits of a
business does not of itself make him a partner in the business
or liable as such;
(ii) a contract for the remuneration of a servant or agent of a
person engaged in a business by a share of the profits of the
business does not of itself make the servant or agent a partner
in the business or liable as such;
(iii) a person being the widow or child of a deceased partner, and
receiving by way of annuity a portion of the profits made in
the business in which the deceased person was a partner, is
not by reason only of such receipt a partner in the business or
liable as such;
(iv) the advance of money by way of loan to a person engaged or
about to engage in any business on a contract in writing with
that person, signed by or on behalf of all the parties thereto,
that the lender shall receive a rate of interest varying with the
profits arising from carrying on the business, does not of itself
make the lender a partner with the person or persons carrying
on the business or liable as such; and
(v) a person receiving by way of annuity or otherwise a portion of
the profits of a business in considera-tion of the sale by him of
the goodwill of the business is not by reason only of such
receipt a partner in the business or liable as such.
Postponement 5. (1) Where a person to whom money has been advanced by way of
of rights of loan upon a contract as is mentioned in section 4 (d) (iv) is adjudged
person lending bankrupt, enters into an arrangement to pay his creditors less than one
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or selling in consider- hundred cents in the dollar or dies insolvent, the lender shall not be
ration of share of entitled to revoke anything in respect of the loan until the claims of
profits in case of the borrower’s other creditors for valuable consideration in money
insolvency. or money’s worth have been satisfied.
(2) Where a person who, in consideration of a share of the profits
of a business, has bought of its goodwill, is adjudged
bankrupt, enters into an arrangement to pay his creditors less
than one hundred cents in the dollar or dies insolvent, the
seller of the goodwill shall not be entitled to recover anything
in respect of the share of profits contracted for until the claims
of the buyer’s other creditors for valuable consideration in
money or money’s worth are satisfied.
(3) Nothing in this section shall operate so as to prevent a secured
creditor from retaining or realising his security.
Nature of 6. A partner’s interest in a partnership within the meaning of this
partner’s Act is personal property situate in the Territory.
interest in
partnership.
PART III
Relations of Partners to Persons Dealing with Them
Power of 7. (1) Every partner is an agent of the firm and his other
partner partners for the purpose of the business of the partnership.
firm.
(2) The acts of every partner who does any act for carrying on in
the usual way business of the kind carried on by the firm of which he
is a partner bind the firm and his partners, unless the partner so acting
(a) has in fact no authority to act for the firm in the
particular matter; and
(b) the person with whom he is dealing either knows that
he has no authority or does not know or believe him to
be a partner.
Partners 8. An act or instrument relating to the business of the firm done
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bound by or executed in the firm-name, or in any other manner showing an
acts on intention to bind the firm, by any person thereby authorized, whether a
behalf of partner or not, is binding on the firm and all the partners except that
firm. this section shall not affect any general rule of law relating to the execution of
deeds or negotiable instruments.
Partner using credit 9. Where one partner pledges the credit of the firm for a purpose
of firm for apparently not connected with the firm’s ordinary course of business,
for private the firm is not bound, unless he is in fact specially authorized by
purposes. the other partners, but this section does not affect any personal liability
incurred by an individual partner.
Effect of 10. If it has been agreed between the partners that any restriction shall
notice that be placed on the on the power of any one or more of them to bind the firm,
firm will not be no act done in contravention of the agreement is binding on the firm with
bound by acts respect to persons having notice of the agreement.
of partner.
Liability of 11. Every partner in a firm is liable jointly with the other partners for
Partners for all debts and obligations of the firm incurred while he is a partner, and after
debts and his death his estate is also severally liable in the due course of administration
obligations. for such debts and obligations, so far as they remain unsatisfied, but subject
to the prior payment of his separate debts.
Liability of 12. Where, by any wrongful act or omission of any partner acting in the
the firm for the ordinary course of the business of the firm, or with the authority of his
wrongs. of his co-partners, loss or injury is caused to any person not being a partner in
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.
Misapplication 13. In the following cases, namely -
of money or
property (a) where one partner acting within the scope of his apparent authority
received for receives the money or property of a third person and misapplies it; and
or in custody of
the firm. (b) where a firm in the course of its business receives the money or
property of a third person, and the money or property so received is
misapplied by one or more of the partners while it is in the custody of
the firm,
the firm is liable to make good the loss.
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Liability of 14. Every partner is liable jointly and severally with his co-partners for
Partners for everything for which the firm while he is a partner therein becomes liable
Wrongs. under section 12 or section 13.
Improper 15. If a partner, being a trustee of a trust which is not part of the business
employment of of the firm of which he is a partner, improperly employs the trust property
trust property in the business or on the account of the partnership, no other partner is liable
for partnership for the trust property to the persons beneficially interested therein except
purposes. that
(a) this section shall not affect any liability incurred by any
partner by reason of his having notice of a breach of trust; and
(b) nothing in this section shall prevent trust money from being
traced and recovered from the firm if still in its possession or
under its control.
Persons 16. (1) Everyone who by words spoken or written or by conduct
liable by represents himself, or who knowingly suffers himself to be represented,
“holding out”. as a partner in a particular firm is liable as a partner to any one who has on
the faith of any such representation, given credit to the firm, whether the
representation has or has not been made or communicated to the person so
giving credit by or with the knowledge of the apparent partner making the
representation or suffering it to be made.
(2) Notwithstanding subsection (1) where after a partner’s death
the partnership business is continued in the same firm-name, the continued
use of that name or of the deceased partner’s name as part thereof shall not of
itself make his executors or administrators of his estate liable for any
partnership debts contracted after his death.
Admissions 17. An admission or representation made by any partner concerning the
and firm’s affairs, and in the ordinary course of its business, is evidence against
representations the firm.
of partners.
Notice to 18. Notice to any partner who habitually acts in the partnership business
acting of any matter relating to partnership affairs operates as notice to the firm,
partner to except in the case of a fraud on the firm committed by or with the consent
be notice to of that partner.
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Liabilities of 19. (1) A person who is admitted as a partner into an existing firm
incoming and does not thereby become liable to the creditors of the firm for
outgoing anything done before he became a partner.
(2) A partner who retires from a firm does not thereby cease to be
liable for partnership debts or obligations incurred before his
retirement.
(3) A retiring partner may be discharged from any existing
liabilities by an agreement to that effect between himself and the
members of the firm as newly constituted and the creditors, and this
agreement may be either expressed or inferred as a fact from the
course of dealing between the creditors and the firm as newly
constituted.
Revocation of 20. A continuing guarantee given either to a firm or to a third person in
continuing respect of the transactions of a firm is, in the absence of agreement to the
guarantee by contrary, revoked as to future transactions by any change in the constitution
change in of the firm to which, or of the firm in respect of the transactions of which, the
firm. guarantee was given.
PART IV
Relations of Partners to One Another
Variation by 21. The mutual rights and duties of partners, whether ascertained by
consent of agreement or defined by this Act, may be varied by the consent of all
terms of the partners, and such consent may be either express or inferred from a
partnership. course of dealing.
Partnership 22. (1) Subject to subsections (2) and (3) all property and rights
property. 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 shall be held and applied by the partners
exclusively for the purposes of the partnership and in accordance with the
partnership agreement.
(2) The legal estate or interest in any land which belongs to the
partnership shall devolve according to the general rules of law thereto
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applicable, but in trust, so far as necessary, for the persons beneficially
interested in the land under this section.
(3) Where co-owners of an estate or interest in any land, not being
itself partnership property, are partners as to profits made by the use of that
land or estate, and purchase other land or estate out of the profits to be used
in like manner, the land or estate so purchased belongs to them, in the
absence of an agreement to the contrary, not as partners but as co-owners for
the same respective estates and interests as are held by them in the land first
mentioned at the date of the purchase.
Property 23. Unless the contrary intention appears, property bought with money
brought with belonging to the firm is deemed to have been bought on account money
partnership money. of the firm.
Partnership 24. Where land or any estate or interest therein has become
property partnership, it shall, unless the contrary intention appears, be treated as
treated as between the partners (including the representatives of a deceased partner),
personal or and also as between the heirs of a deceased partner and his executors
movable estate . or administrators, as personal or movable and not real estate.
Procedure against 25. (1) A writ of execution shall not issue against any partnership
Partnership property except on a judgment against the firm.
Property for
a partner’s separate
judgment debt.
(2) A court may, on the application by separate summons of any
judgment creditor of a partner, make an order charging that partner’s interest
in the partnership property and profits with payment of the amount of the
judgment debt and interest thereon, and may by the same or a subsequent
order -
(a) appoint a receiver of that partner’s share of profits
(whether already declared or accruing) and of any
other money which may be coming to him in respect
of the partnership; and
(b) direct all accounts and inquiries, and give all other
orders and directions which might have been directed
or given if the charge had been made in favour of the
judgment creditor by the partner, or which the
circumstances of the case may require.
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(3) The other partner or partners shall be at liberty at
anytime to redeem the interest charged, or in the case
of sale being directed, to purchase the same.
Rules as to 26. The interests of partners in the partnership property and their rights
interests and and duties in relation to the partnership shall be determined, subject to any
duties of agreement express or implied between the partners, by the following rules:
partners
subject to
special
agreement. (a) all the partners are entitled to share equally in the
capital and profits of the business and shall contribute
equally towards the losses whether of capital or
otherwise sustained by the firm;
(b) the firm shall indemnify every partner in respect of
payments made and personal liabilities incurred by
him
(i) in the ordinary and proper conduct of the
business of the firm, or
(ii) in or about anything necessarily done for the
preservation of the business or property of the
firm;
(c) a partner making, for the purpose of the partnership,
any actual payment or advance beyond the amount of
capital which he has agreed to subscribe is entitled to
interest at the rate of 10 per centum per annum from
the date of the payment or advance;
(d) a partner is not entitled, before the ascertainment of
profits, to interest on the capital subscribed by him;
(e) every partner may take part in the management of the
partnership business;
(f) no partner shall be entitled to remuneration for acting
in the partnership business;
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(g) no person may be introduced as a partner without
the consent of all existing partners;
(h) any difference arising as to ordinary matters
connected with the partnership business may be
decided by a majority of the partners, but no
change may be made in the nature of the
partnership business without the consent of all
existing partners; and
(i) the partnership books are to be kept at the place
of business of the partnership, or the principal
place of business, if there is more than one; and
every partner may, when he thinks fit, have
access to and inspect and copy any of them.
Expulsion of 27. No majority of the partners can expel any partner unless a power to
partner. do so has been conferred by express agreement between the partners.
Retirement 28. (1) Where no fixed term has been agreed upon for the duration of
from a partnership, any partner may determine the partnership at any time on giving
partnership notice of his intention so to do to all the other partners.
at will.
(2) Where the partnership has originally been constituted by deed
or other instrument in writing, a notice in writing, signed by the
partner giving it, shall be sufficient for this purpose.
Continuance on 29. (1) Where a partnership entered into for a fixed term is
old terms continued after the term has expired, and without any express new agreement,
presumed. the rights and duties of the partners remain the same as they were at the
expiration of the term, so far as is consistent with the incidents of a
partnership at will.
(2) A continuance of the business by the partners or such of them
as habitually acted therein during the term, without any settlement or
liquidation of the partnership affairs, is presumed to be a continuance of the
partnership.
Duty of 30. Partners are bound to render true accounts and full information of all
partners things affecting the partnership to any partner, his agents or representatives.
to render
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accounts,
etc.
Accountability 31. (1) Every partner shall account to the firm for any benefit derived
of partners by him without the consent of the other partners.
for private consent of the other partners
profits.
(a) from any transaction concerning the partnership; or
(b) from any use by him of the partnership property, name or
business connection.
(2) This section applies also to transactions undertaken after a
partnership has been dissolved by the death of a partner and before the affairs
thereof have been completely wound up, either by any surviving partner or by
the administrators of the deceased partner.
Duty of 32. If a partner, without the consent of the other partners, carries
partner not on any business of the same nature as and competing with that
to compete of the firm, he must account for and pay over to the firm all profits made
with form. by him in that business.
Rights of 33. (1) An assignment by any partner of his share in the partnership,
assignee of either absolute or by way of mortgage or redeemable charge, does not, as
share in against the other partners, entitle the assignee, during the continuance of
partnership. the partnership to
(a) interfere in the management or administration of the
partnership business or affairs,
(b) require any accounts of the partnership transactions; or
(c) inspect the partnership books, but entitles the assignee only to
receive the share of profits to which the assigning partner
would otherwise be entitled, and the assignee must accept the
account of profits agreed to by the partners.
(2) In case of a dissolution of the partnership, whether as respects
all the partners or as respects the assigning partner, the assignee is
entitled to receive the share of the partnership assets to which the
assigning partner is entitled as between himself and the other
partners, and, for the purpose of ascertaining that share, to an account
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as from the date of the dissolution.
PART V
Dissolution of Partnership and its Consequences
Dissolution 34. Subject to any agreement between the partners, a partnership is
by expiration dissolved
or notice.
(a) if entered into for a fixed term, by the expiration of that term;
(b) if entered into for a single adventure or undertaking, by the
termination of that adventure or undertaking; or
(c) if entered into for an undefined time, by any partner giving
notice to the other or others of his intention to dissolve the
partnership, in which case the partnership is dissolved as
from the date mentioned in the notice as the date of
dissolution, or, if no date is so mentioned, as from the date of
the communication of the notice.
Dissolution 35. (1) Notwithstanding the provisions of section 21, every
by bankruptcy, partnership is dissolved as regards all the partners by the death or
death or bankruptcy of any partner unless all of the remaining partners vote within
charge. 90 days after the event giving rise to the dissolution to continue the
partnership.
(2) A partnership may, at the option of the other partners, be
dissolved if any partner suffers his share of the partnership property to be
charged under this Act for his separate debt.
Dissolution 36. A partnership is in every case dissolved by the happening of any
by illegality. event which makes it unlawful for the business of the firm to be carried on or
for the members of the firm to carry it on in partnership.
Dissolution 37. On application by a partner the court may decree a dissolution of
by the the partnership in any of the following cases -
court.
(a) when a partner is shown to the satisfaction of the court to be
permanently of unsound mind in an application made on
behalf of that partner by his committee or next friend or
person having title to intervene or any other partner;
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(b) when a partner, other than the partner suing, becomes in any
way permanently incapable of performing his part of the
partnership contract;
(c) when a partner, other than the partner suing, has been guilty
of such conduct as, in the opinion of the court, regard being
had to the nature of the business, is calculated prejudicially
to affect the carrying on of the business;
(d) when a partner, other than the partner suing, wilfully or
persistently commits a breach of the partnership agreement,
or otherwise so conducts himself in matters relating to the
partnership business that it is not reasonably practicable for
the other partner or partners to carry on the business in
partnership with him;
(e) when the business of the partnership can only be carried on at
a loss;
(f) whenever in any case circumstances have arisen which, in the
opinion of the court, render it just and equitable that the
partnership be dissolved.
Rights of 38. (1) Where a person deals with a firm after a change in its constitution
persons he is entitled to treat all apparent partners of the old firm as still being partners
dealing with of the old firm as still being partners of the firm until he has notice of the
firm against change.
apparent partners
of firm.
(2) An advertisement in the Gazette shall be sufficient notice as to
persons who had dealings with the firm before the date of the dissolution
or change so advertised.
(3) The estate of a partner who dies, or who becomes bankrupt, or of
a partner who, not having been known to the person dealing with the firm to
be a partner, retires from the firm, is not liable for partnership debts
contracted after the date of such death, bankruptcy or retirement.
Rights of 39. On the dissolution of a partnership or retirement of a partner any partner may
partners to publicly notify the same, and may require the other partner or partners to concur for
notify that purpose in all necessary or proper acts, if any, which cannot be done without his
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dissolution. or their concurrence.
Continuing 40. (1) Subject to subsection (2), after the dissolution of a partnership the
authority of authority of each partner to bind the firm, and the other rights and obligations of
partners for the partners, continue notwithstanding the dissolution so far as may be necessary to
purposes of wind up the affairs of the partnership and to complete transactions begun but
winding up. unfinished at the time of the dissolution, but not otherwise.
(2) The firm is in no case bound by the acts of a partner who has become
bankrupt, but this exception does not affect the liability of any person who has after
the bankruptcy represented himself or knowingly suffered himself to be represented
as a partner of the bankrupt.
Rights of 41. (1) Subject to subsection (2), on the dissolution of a partnership every
partners as partner is entitled, as against the other partners in the firm and all persons claiming
to through them in respect of their interests as partners,
application
of
partnership
property.
(a) to have the property of the partnership applied in
payment of the debts and liabilities of the firm; and
(b) to have the surplus assets after such payment applied
in payment of what may be due to the partners
respectively after deducting what may be due from
them as partners to the firm,
and for that purpose any partner or his executors or administrators may on the
termination of the partnership apply to the court to wind up the business and
affairs of the firm.
(2) Where the dissolution of a partnership is caused by a wrongful act of a
partner in contravention of the partnership agreement such partner shall be
entitled only to the value of his interest in the partnership at the dissolution
less any damages payable by him to the other partners for his breach of the
partnership agreement.
Appoint- 42. Where one partner has paid a premium to another on entering into a
ment of partnership for a fixed term, and the partnership is dissolved before the expiration of
premium that term otherwise than by the death of a partner, the court may order the
where repayment of the premium, or of such part thereof as it thinks just, having regard
22
partnership to the terms of the partnership contract and to the length of time during which the
prematurely partnership has continued, unless
dissolved.
(a) the dissolution is, in the judgment of the court, wholly or chiefly due
to the misconduct of the partner who paid the premium; or
(b) the partnership has been dissolved by an agreement containing no
provision for a return of any part of the premium.
Rights 43. Where a partnership contract is rescinded on the grounds of the fraud or
where misrepresentation of one of the parties thereto, the party entitled to rescind is,
partnership without prejudice to any other right, entitled
dissolved for
fraud or
misrepresentation.
(a) to a lien on, or right of retention of, the surplus of the partnership
assets, after satisfying the partnership liabilities, for any sum of
money paid by him for the purchase of a share in the partnership and
for any capital contributed by him;
(b) to stand in the place of the creditors of the firm for any
payments made by him in respect of the partnership liabilities; and
(c) to be indemnified by the person guilty of the fraud or making the
representation against all the debts and liabilities of the firm.
Right of 44. (1) Where any partner of a firm has died
outgoing or otherwise ceased to be a partner, and the
partner in surviving or continuing partners carry on the
certain cases business of the firm with its capital or to share assets
without any final settlement of accounts profits made as
between the firm and the outgoing partner or after dishis
estate, then, in the absence of any solution.
agreement to the contrary, the outgoing partner
or his estate is entitled at the option of himself or his
executors or administrators to such share of the profits made since the
dissolution as the court may find to be attributable to the use of his
share of the partnership assets, or to interest at such rate as may be
determined by the court.
23
(2) Notwithstanding the provisions of subsection (1),
where by the partnership contract an option is given to surviving or
continuing partners to purchase the interest of a deceased or outgoing
partner, and that option is duly exercised, the estate of the deceased
partner or the outgoing partner or his estate, as the case may be, is not
entitled to any further share of profits; but if any partner assuming to
act in exercise of the option does not in all material respects comply
with the terms thereof, he is liable to account under the foregoing
provisions of subsection (1).
Retiring or 45. Subject to any agreement between the deceased
partners, the amount due from surviving or partner’s
continuing partners to an outgoing partner or share to
the executors or administrators of a deceased be a
debt. partner in respect of the outgoing or deceased
partner’s share is a debt accruing at the date of
the dissolution or death.
Rule for 46. In settling accounts between the partners distribution
after a dissolution of partnership, the of assets on following rules shall,
subject to any final settle- agreement, be observed -
ment of
accounts. (a) losses, including losses and
deficiencies of
capital, shall be paid first out of profits, next
out of capital, and lastly if necessary, by the
partners individually in the proportion in
which they were entitled to share profits; and
(b) the assets of the firm including
the sum,
if any, contributed by the partners to make up
losses or deficiencies of capital, shall be
applied in the following manner and order -
(i) in paying the debts and
liabilities of the firm to persons
who are not partners therein,
(ii) in paying to each partner rateably what
is due from the firm to him for
24
advances as distinguished from
capital,
(iii) in paying to each partner rateably what is due
from the firm to him in respect of
capital, and
(iv) the ultimate residue, if any, shall be
divided among the partners in the
proportion in which profits are
divisible.
PART VI
Limited Partnerships
Limited 47. (1) A limited partnership is a partnership.
partnership formed by two or more persons under
this Part which has one or more general partners and
one or more limited partners, and a limited partnership may be either
a local limited partnership or an international limited partnership.
(2) A body corporate, with or without limited liability, or
a partnership may be a general partner or a limited partner of a
limited partnership.
(3) Subject to sections 47 to 108,
sections 1 to 46 shall apply to a limited partnership.
Local 48. A local limited partnership may be limited
established under this Act for any object or partnership.
purpose not prohibited under this Act or any
law for the time being in force in the Territory and subject to
(a) the conditions, limitations,
restrictions and
liabilities in its memorandum and articles; and
(b) subsection (1) of section 50.
International 49. An international limited partnership limited
25
may be established under this Act for any partnership.
object or purpose not prohibited under this Act
or under any law for the time being in force in the
Territory and subject to
(a) the conditions, limitations,
restrictions and
liabilities in its memorandum and articles; and
(b) subsections (1) and (2) of
section 50.
Restrictions on 50. (1) A limited partnership shall not
limited carry on
partnership.
(a) banking business;
(b) trust business;
(c) the business of insurance,
reinsurance,
insurance agent, insurance adjuster or
insurance broker or any other kind of
insurance business; or
(d) the business of company
management unless it is licensed
or is exempt from being licensed No. 8 of 1990
under the Company Management Act.
(2) An international limited partnership
shall not
(a) carry on business with persons
resident in the Territory;
(b) own an interest in real property
situate in
the Territory other than a lease referred to in
paragraph (e) of subsection (3).
26
(3) For the purposes of paragraph (a) of
subsection (2), an international limited partnership shall not
be treated as carrying on business with persons resident in the
Territory by reason only that
(a) it transacts banking business
in the Territory with or through
a bank licensed under the Banks No. 9 of 1990 and
Trust Companies Act;
(b) it makes or maintains
professional contact with solicitors, barristers,
accountants, bookkeepers, trust companies,
administration companies, investment
advisers or other similar persons carrying on
business within the Territory;
(c) it prepares or maintains books
and records within the
Territory;
(d) it holds, within the Territory,
meetings of its partners;
(e) it holds a lease of property for
use as an
office from which to communicate with
partners or where books and records of the
partnership are prepared or maintained;
(f) it holds shares, debt
obligations or
other securities
in a company
incorporated under
Cap. 285 the Companies Act or the Cap. 291
International Business Companies Act;
or
(g) any person resident in the
27
Territory or any company Cap. 285
registered under the Companies Act
or incorporated under the Cap. 291 International Business
Companies Act is one of its partners.
(4) Notwithstanding anything to the
contrary in this Act and in the Company No. 8 of 1990 Management Act,
an international limited partnership
(a) may serve as a general partner
of
another international limited partnership;
(b) may hold, within the Territory,
meetings
of its partners, managers or advisers; and
(c) shall not be required to hold a
licence
under the provisions of the Company
Management Act for the purposes mentioned
in paragraphs (a) and (b).
Effect of 51. (1) Where an international limited failure to
partnership is formed under this Act without satisfy the
having satisfied the requirements prescribed requirements
for an international limited partnership by of section 50.
section 49, or if having satisfied the requirements it
subsequently ceases to satisfy the requirements for a continuous
period of thirty days, the international limited partnership shall, upon
the expiration of the period notify the Registrar of that fact.
(2) A general partner of an international
limited partnership that contravenes subsection (1) commits
an offence and shall be liable on summary conviction to a fine of
$100 for each day or part thereof during which the contravention
continues.
Registrar. 52. The Registrar of Companies appointed Cap. 285
under the Companies Act and any other officer
so appointed who acts under the delegated authority of
the Registrar pursuant to section 207 (6) of the Companies Act shall
28
be the Registrar of Limited Partnerships.
Procedure for 53. (1) Two or more persons desiring to form forming a limited a
limited partnership shall execute articles partnership.
and shall submit them to the registered agent
named in the articles and shall cause a memorandum
to be submitted to the Registrar.
(2) The memorandum shall include
(a) the firm-name;
(b) the objects and purposes for
which the
partnership is established;
(c) the address of the registered office of the
partnership in the Territory;
(d) the name and address of registered agent of
the partnership in the Territory;
(e) the full name of each of the general partners
and their respective addresses;
(f) the term, if any, for which the partnership is to
exist;
(g) a statement that the partnership is limited;
(h) a statement that every partner
not
named as a general partner in the
memorandum is a limited partner;
(i) in the case of an international limited
partnership, a statement that the limited
partnership may not carry on the activities set
forth in subsections (1) and (2) of
section 50 which statement shall set forth
29
verbatim the activities described in that
subsection; and
(j) such other information, if any, as the
registered agent shall be instructed to include
in the memorandum by the provisions of the
articles.
(3) The memorandum shall be subscribed by
the registered agent named in the memorandum in the
presence of another person who shall sign his name as a witness.
Establishment of 54. (1) The Registrar shall establish and register.
maintain in such form as he shall determine, a
register of limited partnerships in which shall be
registered each memorandum submitted pursuant to sections 53 and
57 and all certificates and advertisements required by this Act.
(2) The register shall be open, during
office hours, to the inspection of all persons desiring to view
the register.
(3) A certificate of the Registrar
certifying that anything required by this Act to be registered
by him has been so registered shall be received in all courts and in all
proceedings whatsoever as evidence of the matter to which the
certificate relates.
Certificate of 55. (1) Upon payment of the prescribed fee, Limited
the Registrar shall register each memorandum of Partnership.
partnership submitted pursuant to section 53
and shall issue a certificate of limited
partnership under his hand and seal certifying that the partnership is
formed in the Territory as a local limited partnership or an
international limited partnership, as the case may be.
(2) Upon the issue by the Registrar of a certificate of
limited partnership, the partnership is,
from the date shown on the certificate of
limited partnership, a limited partnership under the name contained in
the memorandum.
30
(3) A certificate of limited partnership of a limited
partnership formed under this Act issued by the Registrar is prima
facie evidence of compliance with all requirements of this Act with
respect to the formation of a limited partnership.
Effect of 56. A limited partnership shall be failure to registered
as such in accordance with section register. 53 and in
default thereof it shall be deemed to be a
general partnership and every partner thereof shall be deemed to be a
general partner.
Amendment of the 57. (1) The memorandum and articles may be memorandum
amended in such manner as may be set forth in and articles the articles.
of partnership.
(2) Where a change is made or a change
occurs in or with respect to any of the details set forth in the
memorandum registered with the Registrar the limited partnership
shall cause a supplementary memorandum to be submitted to the
Registrar.
(3) The supplementary memorandum referred
to in subsection (2) shall be subscribed by the
registered agent named therein in the presence of another person who
shall sign his name as a witness.
(4) The Registrar shall upon payment
of the prescribed fee register in the register each
supplementary memorandum submitted pursuant to this section and
shall issue a certificate of amendment which shall set forth particulars
of the amendment.
Contribution. 58. The contribution of a limited partner
may be cash, property or services.
Name. 59. (1) The name of each limited partnership
formed under this Act shall have at its end the words
“Limited Partnership” or the abbreviation “L.P.”.
(2) The name of a limited partner
shall not appear in the name of a limited partnership, unless
31
(a) it is also the name of
a general partner; or
(b) prior to the time when the
limited partner became a
limited partner the business had been
carried on under a name in which the
name of the limited partner appeared.
(3) A limited partner whose name appears
in the name of a limited partnership contrary to the
provisions of subsection (2) is liable as a general partner to
partnership creditors who extend credit to the partnership without
actual knowledge that he is not a general partner.
(4) No limited partnership shall be formed under this Act
under a name that
(a) is identical with that
under which a limited
partnership in existence under this Act
is formed or a company is
incorporated under the
Cap. 291 International Business
Companies Act or registered
Cap. 285
under the
Companies Act,
or any other
enactment under which business
entities may be formed or business
names registered or so nearly
resembles the name as to be calculated
to deceive, except where the
partnership or company in existence
gives its consent; or
(b) contains the words
“Assurance”, “Bank”, “Chartered”,
32
“Cooperative”, “Imperial”,
“Insurance”, “Municipal”, “Royal”,
“Trust”, “Trustee” or a word or
abbreviation conveying a similar
meaning, or any other word or
abbreviation
that, in the opinion of the Registrar,
suggests or is calculated to suggest
(i) the patronage of Her Majesty
or that of a member of the Royal
Family;
(ii) a connection with Her
Majesty’s Government or a
department thereof; or
(iii) a connection with a municipality or
other local authority or with a
society or body incorporated
by Royal Charter,
except with the
approval of the
Registrar in writing.
(5) A limited partnership may amend its
memorandum to change its name.
(6) If a limited partnership formed under a name that
(a) is identical with a name
under which a limited
partnership in existence under this Act
is formed or under which a company
in existence was incorporated under
the International Business
Cap. 291 Companies Act or
registered under the Cap. 285
Companies Act, or
(b) so nearly resembles the
33
name as to be calculated to
deceive,
the Registrar may, without the consent of the
limited partnership in existence, give notice to the last
registered limited partnership to change its name and if it fails to do
so within 60 days from the date of the notice, the Registrar shall
amend the memorandum to change its name to such name as the
Registrar deems appropriate, and the Registrar shall publish notice of
the change in the Gazette.
(7) Subject to subsections (4) and (6) where a limited
partnership changes its name, the Registrar shall enter the new name
on the register and, upon payment of the prescribed Fee, shall
issue a certificate of amendment which shall set forth particulars of
the amendment.
(8) A change of name does not affect any
right or obligation of a limited partnership, or render
defective any legal proceedings by or against a limited partnership,
and all legal proceedings that have been commenced against a limited
partnership in its former name may be continued against it in its new
name.
Reservation 60. (1) Subject to subsection (4) of section of name.
59, the Registrar may upon the application of
any person and upon payment of the prescribed fee,
reserve for a period of ninety days a name for future adoption by a
limited partnership under this Act.
(2) Once having reserved a name under
subsection (1), the same applicant may, upon payment of the
prescribed fee, again reserve the same name for successive ninety day
periods.
(3) The right to the exclusive use of a
reserved name may be transferred to any other person by
paying the prescribed fee and by filing with the Registrar a notice of
the transfer executed by the applicant for whom the name was
reserved specifying the name to be transferred and the name and
address of the transferee.
34
Liability 61. If a memorandum contains a false
for false statement, one who suffers loss by reliance statements in on
such statement may hold liable the general Memorandum.
partners and the registered agent who made the
statement and who knew or should have known the
statement to be false
(a) at the time the registered
agent signed the memorandum;
or
(b) after the memorandum was signed, but
within a sufficient time before the
statement was relied upon to allow the
filing of a supplementary
memorandum with the necessary
changes.
Liability of 62. (1) A limited partner is not liable for limited partner the
obligations of a limited partnership unless to third parties. he is also
a general partner or, in addition to the
exercise of his rights and powers as a limited partner, he participates
in the control of the partnership business and, if the limited partner
participates in the control of partnership business, he is liable only to
persons who transact business with the limited partnership reasonably
believing, based upon the limited partner’s conduct, that the limited
partner is a general partner.
(2) A limited partner shall not be deemed
to participate in the control of the partnership business
within the meaning of subsection (1) by virtue of his possessing or,
regardless of whether or not the limited partner has the rights or
powers, or exercising or attempting to exercise one or more of the
following rights or powers having or, regardless of whether or not the
limited partner has the rights or powers, acting or attempting to act in
one or more of the following capacities:
(a) to be an independent contractor
for or to
transact business with, including being a
contractor for, or to be an agent or employee
35
of, the limited partnership or a general partner,
or to be a limited partner of a partnership that
is a general partner of the limited partnership,
or to be a trustee, administrator, executor,
custodian or other fiduciary or beneficiary of
an estate or trust which is a general partner, or
to be a trustee, officer, advisor, stockholder or
beneficiary of a business trust which is a
general partner or to be a member, manager
agent or employee of a limited liability
company which is a general partner;
(b) to consult with or advise a
general partner
with respect to any matter, including the
business of the limited partnership;
(c) to act as surety, guarantor or
endorser for the
limited partnership or a general partner, to
guarantee or assume one or more obligations
of the limited partnership or a general partner,
to borrow money from the limited partnership
or a general partner, to lend money to the
limited partnership or a general partner, or to
provide collateral for the limited partnership
or a general partner;
(d) to call, request, or attend or
participate at a
meeting of the partners or the limited partners;
(e) to wind up a limited partnership
pursuant to this Act;
(f) to take any action required or
permitted by
law to bring, pursue or settle or otherwise
terminate a derivative action in the right of the
limited partnership;
(g) to serve on a committee of the
36
limited
partnership or the limited partners or to
appoint, elect or otherwise participate in the
choice of a representative or another person to
serve on any such committee, and to act as a
member of any such committee
directly or by or through any such
representative or other person;
(h) to act or cause the taking or
refraining from
the taking of any action, including by
proposing, approving, consenting or
disapproving by voting or otherwise, with
respect to one or more of the following
matters:
(i) the dissolution and winding
up of the limited partnership or
an election to continue the limited
partnership or an election to continue
the business of the limited partnership;
(ii) the sale, exchange, lease,
mortgage, assignment, pledge
or other transfer of, or granting of a
security interest in, any asset or assets
of the limited partnership;
(iii) the incurrence, renewal,
refinancing or payment or
other discharge of indebtedness by the
limited partnership;
(iv) a change in the nature of
the business;
(v) the admission, removal or
retention of a general
37
partner;
(vi) the admission, removal or
retention of a limited partner;
(vii) a transaction or other
matter
involving an actual or potential
conflict of interest;
(viii) an amendment to the
memorandum or articles of
partnership;
(ix) the merger or consolidation
of a limited partnership;
(x) the making of or calling
for or the making of other
determinations in connection with
contributions;
(xi) the indemnification of any
partner or other person; or
(xii) such other matters as are
stated in the memorandum of
partnership or in any written
agreement;
(i) to serve on the board of
directors or a committee of, to consult with or
advise, to be an officer, director, stockholder,
partner (other than a general partner of a
general partner of the limited partnership),
member, manager, trustee, agent or employee
of, or to be a fiduciary or contractor for, any
person in which the limited partnership has an
interest or any person providing management,
consulting, advisory, custody or other services
38
or products for, to or on behalf of, or
otherwise having a business or other
relationship with, the limited partnership or a
general partner of the limited partnership; or
(j) any right or power granted or
permitted to
limited partners under this Act and not
specifically enumerated in this subsection.
(3) The list of powers and capacities set
forth in subsection (2) shall not be construed as exclusive or
as indicating that any other powers possessed or exercised or any
other capacities held or acted in by a limited partner shall be
sufficient to cause the limited partner to be deemed to take part in the
control of the partnership business within the meaning of subsection
(1).
(4) This section does not create rights
or powers of limited partners, such rights and powers may be
created only by the memorandum and articles, a partnership
agreement or any other agreement or in writing, or by other sections
of this Act.
(5) A limited partner shall not be deemed
to participate in the control of the partnership business
within the meaning of subsection (1) by
(a) his possessing any one or more
of the
rights or powers set forth in subsection (2)
regardless of the nature, extent, scope, or
frequency of his possession of the rights or
powers; or
(b) his exercising or attempting to
exercise
one or more of the rights or powers set forth in
subsection (2) regardless of whether he
possesses the rights or powers; or
(c) his holding or acting or
attempting to act in one or more of the
39
capacities set forth in subsection (2) regardless
of whether he has the right or power to hold or
act in those capacities.
Admission of 63. After the formation of a limited additional partnership,
additional limited partners may be limited admitted upon making an amendment to
the partners. articles.
Rights, 64. A general partner shall have all the powers and
rights and powers and be subject to all the liabilities restrictions and liabilities
of a partner in of a general a partnership without limited partners, except partner.
that without the written consent or
ratification of the specific act by all the limited partners, a general
partner or all the general partners have no authority to do any one or
more of the following:
(a) do any act in contravention
of the articles;
(b) do any act which would make
it impossible to carry
on the ordinary business of the
partnership;
(c) enter a judgment against the
partnership;
(d) possess partnership property, or assign
their rights in specific partnership
property, for other than a partnership
purpose;
(e) admit a person as a general partner,
unless the right so to do is given in the
articles;
(f) admit a person as a limited partner,
unless the right so to do is given in the
articles; or
(g) continue the business with partnership
40
property on the death, retirement,
bankruptcy or incapacity of a general
partner, unless the right so to do is
given in the articles.
Rights of 65. (1) A limited partner shall have the same
a limited rights as a general partner to
partner.
(a) inspect at all times and to
copy any of the partnership
books;
(b) receive on demand
(i) true and full
information of all things
affecting the partnership, and
(ii) a formal account of
partnership affairs whenever
circumstances render it just
and reasonable; and
(c) subject to any limitation
set forth in the articles apply to
the court for an order that the
partnership be dissolved and wound
up.
(2) A limited partner shall have the
right to receive a share of the profits or other compensation by
way of income, and to the return of his contribution as provided in
sections 71 and 78.
Status of 66. A person who has contributed to the person
capital of a business conducted by a person or erroneously
partnership erroneously believing that he has believing
become a limited partner in a limited himself to be
partnership is not, by reason of his exercise a limited
of the rights of a limited partner, a general partner.
41
partner with the person or in the partnership
carrying on the business or bound by the obligations of
such person or partnership if on ascertaining the mistake he promptly
renounces his interest in the profits of the business or other
compensation by way of income.
One person 67. (1) A person may be a general partner and both general a
limited partner in the same partnership at and limited the same time.
partner.
(2) A person who is a general partner,
and also at the same time a limited partner, shall have all the
rights and powers and be subject to all the restrictions of a general
partner, except that in respect to his contribution he shall have the
rights against the other partners which he would have had if he were
not also a general partner.
Loans and 68. (1) A limited partner may loan money to other business
and transact other business with the transactions partnership, and, unless
he is also a general with limited partner, receive on account of resulting claims
partner. against the partnership, with general
creditors, a pro rata share of the assets.
(2) No limited partner shall in respect to any such claim
(a) receive or hold as
collateral security any partnership
property; or
(b) receive from a general partner or the
partnership any payment, conveyance
or release from liability, if at the time
the assets of the partnership are not
sufficient to discharge partnership
liabilities to persons not claiming as
general partners or limited partners.
(3) The receiving of collateral security,
payment, conveyance or release in violation of subsection (2)
is a fraud on the creditors of the partnership.
Relation of 69. (1) Where there are several limited
limited partners, the partners may agree that one or partners more of
42
the limited partners shall have a inter se. priority over other limited partners as to
(a) the return of their
contributions;
(b) their compensation by way
of income; or
(c) any other matter.
(2) If such an agreement is made, it
shall be stated in the articles, and in the absence of such a
statement all the limited partners shall stand upon equal footing in
proportion to their respective contributions actually made to the
partnership.
Compensation 70. A limited partner may receive from the
of limited partnership the share of the profits or the partner.
compensation by way of income stipulated in
the articles, provided that after the
payment is made, whether from the property of the partnership or that
of a general partner, the partnership assets are in excess of all
liabilities of the partnership except liabilities to limited partners on
account of their contributions and to general partners.
Withdrawal or 71. (1) A limited partner shall not receive reduction of
from a general partner or out of partnership limited property any part
of his contribution until
partner’s
contribution. (a) all liabilities of the
partnership, except liabilities to general
partners and to limited partners on account of
their contributions, have been paid or there
remains property of the partnership sufficient
to pay them;
(b) the consent of all partners is given, unless the
return of the
contribution may be rightfully demanded
under subsection (2); and
(c) the articles are amended as to set forth the
43
withdrawal or reduction provided that no
amendment is required where the
withdrawal or reduction occurs in accordance
with the articles.
(2) Subject to the provisions of
subsection (1), a limited partner may rightfully demand the return of
his contribution
(a) upon the dissolution of the
partnership unless its
business is continued pursuant
to the exercise by other partners of a
right or power set forth in the articles;
or
(b) when the time specified in the articles
for its return has arrived or the events
set forth in the articles on the
happening of which its return shall be
made has occurred; or
(c) after he has given six months’ notice in
writing to all other partners if no time
is specified in the articles either for the
return of the
contribution or for the dissolution of
the partnership and no events are set
forth in the articles on the happening
of which the return of the contribution
shall occur.
(3) In the absence of any statement in
the articles to the contrary or the consent of all partners, a
limited partner, irrespective of the nature of his contribution, has only
the right to demand and receive cash in return for his contribution.
(4) A limited partner may have the partnership dissolved
and its affairs wound up when
44
(a) he rightfully but
unsuccessfully demands the return of
his contribution; or
(b) the other liabilities of the partnership
have not been paid or the partnership
property is insufficient for their
payment as required by paragraph (a)
of subsection (1) and the
limited partner would otherwise be
entitled to the return of his
contribution.
Liability of 72. (1) A limited partner is liable to the limited
partnership
partner to
partnership. (a) for the difference between
his contribution as actually
made and that stated in the articles as
having been made; and
(b) for any unpaid contribution which he
agreed in the articles to make in the
future at the time and on the
conditions stated in the articles.
(2) A limited partner holds as trustee
for the partnership
(a) specific property stated in
the articles as contributed by
him but which was not contributed or
which has been wrongfully returned;
and
(b) money or other property wrongfully
paid or conveyed to him on account of
his contribution.
45
(3) The liabilities of a limited partner
as set forth in this section can be waived or compromised only
by the consent of all partners, but a waiver or compromise shall not
affect the right of a creditor of a partnership who extended credit or
whose claim arose before an amendment of the articles to enforce
such liabilities.
(4) A limited partner who receives any
part of his contribution in violation of subsection (1) of
section 71 and who knew at the time of the receipt that the
withdrawal or reduction of this contribution violated subsection (1) of
section 71 shall be liable to the limited partnership for the amount of
the withdrawal or reduction and a limited partner who receives any
part of his
contribution in violation of subsection (1) of section 71 and who did
not know at the time of the receipt that the withdrawal or reduction
violated subsection (1) of section 71 shall not be liable for the amount
of the distribution.
(5) Subject to subsection (6), subsection
(4) shall not affect any obligation or liability of a limited
partner under a partnership agreement or other applicable law for the
amount of the withdrawal or deduction received.
(6) Unless otherwise agreed, a limited
partner who receives any part of his contribution from a
limited partnership shall have no liability under this Act or other
applicable law for the amount received after the expiration of three
years from the date of receipt.
Assignment of 73. (1) Unless otherwise provided in the limited partner’s articles, a
limited partner’s interest is interest. assignable.
(2) The successor in interest of a
limited partner who has died shall have all the rights of an
assignee of that limited partner’s interest until the successor in interest
is admitted as a substituted limited partner.
Admission as a 74. (1) An assignee has the right to become substituted a
substituted limited partner if
limited partner.
(a) all the partners, except the
46
assignor, consent thereto;
(b) the assignor, being empowered by
the
articles gives the assignee that right; or
(c) the articles condition the
admission of the
assignee on the prior approval of one or more
partners other than the assignor, and such
approval is obtained.
(2) An assignee becomes a substituted
limited partner upon the execution of the necessary
amendment to the articles reflecting such admission or such later date
as is set forth in the amendment, provided that where the assignor’s
identity is set forth in the memorandum such admission shall not
become effective until the memorandum shall have been amended in
accordance with section 57.
(3) A substituted limited partner has all
the rights and powers which were possessed by the assignor
and, subject to subsection (4), is subject to all the restrictions and
liabilities to which the assignor was subject regardless of whether the
substituted limited partner had knowledge of those restrictions
and liabilities at the time he became a substituted limited partner and
regardless of whether those restrictions and liabilities were
ascertainable from the articles.
(4) The substitution of an assignee as a
limited partner does not release the assignor from liability to
the partnership under section 72.
(5) An assignee who does not become a
substituted limited partner has no right to require any
information or account of the partnership transactions or to inspect
the partnership books but is only entitled to receive the share of the
profits or other compensation by way of income, or the return of
contribution to which the assignor would otherwise be entitled.
Effect of 75. The retirement, death, incapacity, or retirement,
bankruptcy or insolvency of a general partner death, in- dissolves the partnership,
47
unless the business capacity or is continued by the remaining general partners
bankruptcy
of a general (a) under a right so to do partner.
stated in the articles; or
(b) with the consent of all
partners.
Death of 76. (1) On the death of a limited partner his limited
executor or administrator shall have all the partner.
rights of a limited partner for the purpose of
settling his estate and such power as the deceased had to
constitute his assignee a substituted limited partner.
(2) The estate of a deceased limited partner shall be liable
for all his liabilities as a limited partner.
Rights of 77. (1) On due application to a court of creditors
competent jurisdiction by any judgment creditor of limited of a limited partner, the
court may
partner.
(a) charge the partnership
interest of the indebted limited
partner with payment of the
unsatisfied amount of the judgment
debt;
(b) appoint a receiver of the limited
partner’s interest in the partnership;
and
(c) make all other orders, directions and
inquiries which the circumstances of
the case may require.
(2) The interest to be charged pursuant
to paragraph (a) of subsection (1) may be redeemed with the
separate property of any general partner but may not be redeemed
with partnership property.
(3) The remedies conferred by subsection
(1) shall not be deemed exclusive of others which may
48
exist.
Distribution 78. (1) In settling accounts after of assets. dissolution
the liabilities of the partnership shall be entitled to payment in the
following order:
(a) those to creditors, in the
order of priority as provided by
law, except those to limited partners
on account of their contributions, and
to general partners;
(b) except as otherwise
provided in the articles -
(i) those to limited
partners
in respect of their share of the
profits and other compensation
by way of income on their
contributions;
(ii) those to limited partners in
respect of the capital of their
contributions;
(iii) those to general partners other than for
capital and profits;
(iv) those to general partners in respect of
profits; and
(v) those to general partners in
respect of capital.
(2) Subject to any provision in the
articles, limited partners share in the partnership assets in
respect of their claims for capital, and in respect of their claims for
profits or for compensation by way of income on their contributions,
respectively, in proportion to the amounts of such claims.
49
Service of 79. (1) Any notice, information or written notice on
statement required under this Act to be given partners. by a limited
partnership formed under this Act to partners must be served
(a) in the manner prescribed in
the articles;
(b) in the absence of a
provision in the articles, by personal
service or by mail addressed to each
partner at the address shown in the
articles.
Service of 80. (1) Any summons, notice, order, document, process, etc.
process, information or written statement to be on limited
served on a limited partnership formed under partnership.
this Act may be served by leaving it, or by
sending it by registered mail addressed to the limited
partnership, at its registered office, or by leaving it with, or by
sending it by registered mail to, the registered agent of the limited
partnership.
(2) Service of any summons, notice, order, document,
process, information or written statement to be served on a limited
partnership formed under this Act may be
proved by showing that the summons, notice, order, document,
process, information or written statement
(a) was mailed in such time as
to admit its being
delivered in the normal course of
delivery, within the period prescribed
for service; and
(b) was correctly addressed and the
postage was prepaid.
Books and 81. A limited partnership formed under this records.
Act shall keep such accounts and records as the
partners consider necessary or desirable in order to
reflect the financial position of the limited partnership.
50
Registered 82. A limited partnership shall at all times office.
have a registered office in the Territory which
shall be maintained by the limited partnership or its
registered agent.
Register of 83. (1) Notwithstanding section 81, the limited
general partners of a limited partnership shall partnership
maintain or cause to be maintained at the interests.
registered office of the limited partnership a
register in which shall be recorded the name and address,
amount and dates of contributions of each partner and the amount and
date of any payment representing a return of any part of any partner’s
contribution.
(2) The register referred to in
subsection (1) shall
(a) be updated within 21 business
days of
any change in the particulars required to be
entered therein; and
(b) constitute prima facie evidence
of the
matters which by subsection (1) are directed to
be entered therein.
Registered 84. (1) A limited partnership shall at all agent.
times have a registered agent in the Territory.
(2) No person shall be a registered agent
of a limited partnership unless he is so No. 8 of 1990 registered pursuant to the
Company Management No. 9 of 1990 Act, 1990 or under the Banks and Trust
Companies Act except that the registered agent of a local limited
partnership may be one of its general partners.
Penalty for 85. A general partner of a limited contravention of partnership that
wilfully contravenes section sections 82, 82, 83 or 84 (1)
commits an offence and is 83 and 84. liable on
summary conviction to a penalty of $100.00,
and is liable to the same penalty for each day or part thereof during
51
which the contravention continues.
Registered 86. (1) Where the registered agent of a agent
limited partnership desires to cease to act as desiring to registered agent and is
unable to reach an resign. agreement with the limited partnership for
which he is registered agent concerning his replacement, the
following provisions apply:
(a) the registered agent shall give
not less
than ninety days written notice to any partner
of the limited partnership of which he is the
registered agent at the partner’s last known
address specifying his wish to resign as
registered agent;
(b) the registered agent shall
submit to the
Registrar a copy of the notice;
(c) if, at the time of expiry of the
notice,
the limited partnership has not caused to be
registered a supplementary memorandum to
change its registered agent, the registered
agent shall inform the Registrar in writing that
the limited partnership has not changed its
registered agent whereupon the Registrar shall
publish a notice in the Gazette that the name
of the limited partnership will be struck off the
register, unless within thirty days from the
date of the publication of the notice in the
Gazette, there is registered with the Registrar
a supplementary memorandum to change its
registered agent; and
(d) if within thirty days from the
date of the
publication of the notice referred to in
paragraph (c) there has not been registered
with the Registrar a supplementary
memorandum to change the registered agent,
52
the Registrar shall strike the name of the
limited partnership off the register and shall
publish in the Gazette a notice that the name
of the limited partnership has been struck off.
(2) Where the licence of a registered No. 8 of 1990
agent under the Company Management Act or the No. 9 of
1990 Banks and Trust Companies Act has been revoked
or has not been renewed or has expired due to
the death of the registered agent,
(a) the Inspector of Company
Managers or the Inspector of Banks and Trust
Companies, as the case may be, shall notify
the Registrar forthwith;
(b) the Registrar shall forthwith
send a notice, by
registered mail to any partner of the limited
partnership whose registered agent’s licence
has been revoked, has not been renewed or has
expired by reason of the death of the
registered agent, specifying that unless within
ninety days of the date of the notice there is
filed with him a supplementary memorandum
to change its registered agent, the name of the
limited partnership shall be struck off the
register; and
(c) if, at the expiry of the ninety
days specified in
paragraph (b) there shall not have been filed a
supplementary memorandum to change its
registered agent, the Registrar shall strike the
name of the limited partnership off the register
and shall publish a notice in the Gazette to
that effect.
(3) A limited partnership that has been
struck off the register under this section remains liable for all
claims, debts, liabilities and obligations of the limited partnership,
and the striking-off does not affect the liability of any of its partners.
53
Licence fees. 87. A limited partnership the name of
which is on the register shall pay to the Registrar the annual
licence fee prescribed in
Schedule Part I of the Schedule and, in default of
payment of the fee, it is liable to the penalties prescribed
therein.
Limited 88. A limited partnership formed under partnership
this Act continues to be liable for all fees, struck off licence fees and penalties
payable under this liable for Act notwithstanding that the name of the
fees, etc. the limited partnership has been struck off the
Register and all those fees, licence fees and penalties have
priority to all other claims against the assets of the limited
partnership.
Fees. 89. (1) There shall be paid to the Registrar Schedule the
fees specified in Part II of the Schedule.
(2) Parts I and II of the Schedule may
be amended by the Governor in Council by Order published in
the Gazette.
Recovery of 90. Any fee payable under this Act which penalties.
remains unpaid for thirty days following the
date on which demand for payment is made by the Registrar is
recoverable before a magistrate in civil proceedings by the Registrar
as a debt due.
Fees, etc. 91. All fees, licence fees and penalties paid
to be paid to the Registrar under this Act shall be paid into Con- by
the Registrar into the Consolidated Fund.
solidated
Fund.
Fees payable 92. The Registrar may refuse to take any to Registrar.
action required of him under this Act for which
a fee is prescribed until all requisite fees have been
paid.
Exemptions 93. (1) Notwithstanding any provision of the from tax, etc.
Income Tax Ordinance,
Cap. 206
(a) an international limited
54
partnership formed under this
Act,
(b) all payments made by an international
limited partnership to persons who are
not resident in the Territory, and
(c) capital gains realized with respect to
any interest in an international limited
partnership by persons who are not
resident in the Territory,
are exempt from all provisions of the Income
Tax Ordinance.
(2) No estate, inheritance, succession or gift tax, rate,
duty, levy or other charge is payable by persons who are not resident
in the Territory with respect to any interest in an international limited
partnership.
(3) Notwithstanding any provision of Cap. 212
the Stamp Act,
(a) all instruments relating to
transfers of property to or by an
international limited partnership,
(b) all instruments relating to
transactions in respect of the interests
of an international limited partnership,
and
(c) all instruments relating to other
transactions
relating to the business of an
international limited partnership,
are exempt from the payment of stamp duty.
55
Regulations. 94. The Governor in Council may make
Regulations
(a) with respect to the duties to be
performed by the Registrar under this
Act;
(b) prescribing the place where the
office
for the registration of limited partnerships is
located;
(c) providing for the conduct and
regulation of the registration of limited
partnerships under this Act;
(d) prescribing the fees to be paid
in
respect of matters arising under or provided
for or authorised by this Act;
(e) prescribing the forms to be used
in
respect of matters arising under or provided
for or authorised by this Act;
(f) with respect to the conduct,
duties and
responsibilities of registered agents; and
(g) providing for the restoration of
a limited
partnership,the name of which has been struck
off the register, to the register and the fees
applicable thereto;
(h) providing for such matters as
are
contemplated by or necessary for giving full
effect to the provisions of this Act and for its
56
due administration.
Form of 95. Any certificate or other document required certificate.
to be issued by the Registrar under this Act
shall be in such form as the Governor in Council may
approve.
Certificate 96. (1) The Registrar shall, upon request by of good
any person, and payment of the prescribed fee, standing.
issue a certificate of good standing under his
hand and seal certifying that a limited
partnership formed under this Act is of good standing if the Registrar
is satisfied that
(a) the name of the limited
partnership is on the register;
and
(b) the limited partnership has paid all
fees, licence fees and penalties due
and payable.
(2) The Registrar shall state on the
certificate of good standing issued under subsection (1)
whether any proceedings to
strike the name of the limited partnership off the register have been
instituted.
(3) The certificate of good standing is
prima facie evidence of the matters contained therein.
Inspection and 97. (1) Any person may, on payment of the copies of
prescribed fee,
documents.
(a) inspect the documents kept by
the
Registrar pursuant to this Act; and
(b) require that the Registrar
issue
57
(i) a certified copy of the
certificate of limited
partnership of a limited partnership; or
(ii) a certified copy of or
extract from any document
filed with the Registrar pursuant to
this Act.
(2) A certificate of limited partnership
or extract from any document filed with the Registrar pursuant
to this Act if certified as a true copy under the hand and official seal
of the Registrar shall in all legal proceedings, civil or criminal, and in
all cases whatsoever, be receivable in evidence in proof of the matters
which it states.
Appointment and 98. (1) The Minister, on the application of duties of a
limited partnership or of the partners inspector. together
holding not less than a one fourth interest
therein, may appoint one or more inspectors to investigate the affairs
of a limited partnership and to report thereon in such manner as the
Minister may direct.
(2) The application referred to in
subsection (1) shall be supported by such evidence as the
Minister may require for the purpose of showing that the applicant
has good reason for requiring the investigation, and the expenses of
and incidental to such investigation shall be defrayed by the limited
partnership unless the Minister otherwise directs.
(3) A partner or a registered agent of a
limited partnership shall produce to an inspector such books
or documents as the inspector may require for the purposes of his
investigation.
(4) A partner or a registered agent of a
limited partnership who, in the course of an investigation of
the affairs of the limited partnership
58
(a) refuses to produce any book or
document required by the inspector to
be produced, or
(b) refuses to answer any question
relating
to the affairs of the limited partnership,
commits an offence and shall be liable on
summary conviction to a fine of five thousand dollars.
(5) An inspector may take evidence upon
oath in investigating the affairs of a limited partnership
and for that purpose may administer an oath.
(6) An investigation under this section
shall be held in private unless the limited partnership requests
that it be held in public.
(7) An inspector investigating the
affairs of a limited partnership may from time to time report to
the Minister and shall, on completion of the investigation submit a
written report to the Minister.
(8) The Minister may, if he thinks fit,
(a) forward a copy of the report to
the
registered office of the limited partnership;
(b) furnish a copy or request and
upon payment
of the prescribed fee to
(i) any partner of the limited
partnership;
(ii) any person whose conduct is
referred to in the report;
(iii) any other person whose
59
financial interests appear to the
Minister to be affected by the matters
dealt with in the report;
(c) cause the report to be printed
and published.
(9) If the Minister, after examining a
report considers that a limited partnership, a partner, the
registered agent or any officer,
agent or employee of the limited partnership
(a) has knowingly and wilfully done
anything
in contravention of this Act, the Minister may
petition the Court for the dissolution of the
limited partnership; or
(b) is carrying on its affairs in a
manner that is
detrimental to its creditors or the public
interest, the Minister may require the limited
partnership to take such measures as he
considers necessary in relation to its affairs.
(10) A copy of the petition referred to in
subsection (9) shall be served on the limited partnership at
least seven clear days before the day set by the Court for the hearing
thereof.
(11) If the Court, on the hearing of the
petition referred to in subsection (9) is satisfied that the
limited partnership, or any officer, agent or employee of the limited
partnership has done anything in contravention of the provisions of
this Act, the Court may
(a) make an order for the
dissolution of
the limited partnership;
(b) impose a fine not exceeding five
60
thousand
dollars on the limited partnership;
(c) impose a like fine on any
partner or
resident agent or nay officer, agent or
employee of the limited partnership who
knowingly and wilfully authorised or
submitted the contravention; or
(d) make an order under paragraph
(a) and
impose a fine under paragraph (b) and (c).
(12) Any proceedings in connection with
the holding of an investigation by an inspector in pursuance of
the provisions of this section Cap. 54 shall, for the purposes of the Perjury Act be
deemed to be an enquiry held before a
commissioner.
Minister’s power 99. (1) The Minister may, at any time, if he to require
thinks there is good reason to do so, require production of
a limited partnership, a partner or the documents.
registered agent of a limited partnership to
produce at the time and place as may be specified in the
directions, to the public servant specified by the Minister in the
directions, the books and documents as may be so specified.
(2) The Minister or the public servant
specified by the Minister in the directions referred to in
subsection (1) may take copies of any books and papers produced and
require any past or present, partner, registered agent, officer or agent
of a limited partnership to provide an explanation of any of them or
make a statement in relation to any of them.
(3) A partner, registered agent, officer
or agent of a limited partnership who refuses to produce books
or papers as required under subsection (1) commits an offence and
shall be liable on summary conviction to a fine of five thousand
dollars.
(4) A past or present partner, registered
61
agent, officer or agent of a limited partnership who refuses to
provide an explanation or make a statement as required by subsection
(2) commits an offence and shall be liable on summary conviction to
a fine of five thousand dollars.
(5) If the requirement to produce books
or papers is not complied with, a magistrate may, if satisfied
on information on oath laid under the authority of the Minister that
there are reasonable grounds for suspecting that there are any books
or papers of which production has been required under subsection (1),
issue a warrant authorising any member of the Royal Virgin Islands
Police Force together with any other persons named in the warrant to
enter the premises specified in the warrant, using such force as is
reasonably necessary for the purpose, and to search the premises and
take possession of any books or papers appearing to be the books or
papers, the production of which have been required under subsection
(1) and to take any other steps which may appear necessary for
preserving them or preventing interference with them.
(6) A warrant issued under subsection (5)
continues in force until the end of one month after the
date on which it is issued.
(7) A person who
(a) obstructs the exercise of a
right of entry or
search conferred by a warrant issued under
this section, or
(b) obstructs the exercise of a
right conferred
by a warrant issued under this section to take
possession of any books or papers,
commits an offence and shall be liable on
summary conviction to a fine of five thousand dollars.
(8) Any books or papers of which
possession is taken under this section may be retained for a period not
exceeding three months unless within that period there are
commenced criminal proceedings to which the books or papers are
62
relevant, in which case, they may be retained until the conclusion of
those proceedings.
Privileged 100. Nothing in sections 98 and 99
information.
(a) compels the production by any
person
of any book or document which he would, in
an action in the High Court, be entitled to
refuse to produce on grounds of legal
professional privilege;
(b) authorises the taking of
possession of any such book or document
which is in the person’s possession; or
(c) requires the disclosure by any
person to
the Minister or to an inspector appointed by
the Minister of information which in an action
in the High Court that person would be
entitled to refuse to disclose on grounds of
legal professional privilege except, if he is a
lawyer, the name and address of his client.
Provision for 101. (1) Subject to subsections (2) and (3), security of no
information or document which has been information
obtained under section 99 and which relates to obtained.
any person shall, without the previous consent
in writing of that person, be published or
disclosed unless the publication or disclosure is required
(a) with a view to the institution
of or otherwise
for the purpose of criminal proceedings;
(b) for the purpose of the
examination of any person by inspectors
appointed under section 98 in the course of
their investigation;
(c) for the purposes of proceedings
63
under
subsections (3), (4) and (7) of section 99;
(d) for the purpose of enabling or
assisting
an official receiver to discharge his functions
under enactments relating to insolvency or for
the purpose of enabling or assisting a body
which is for the time being a recognised
professional body
for the purposes of any insolvency enactment
to discharge its functions as such;
(e) with a view to the institution
of, or otherwise
for the purpose of, any disciplinary
proceedings relating to the exercise by a
lawyer, auditor, accountant, valuer or actuary
of his professional duties; or
(f) for the purpose of enabling or
assisting an authority in a
country or territory outside the
Territory to exercise functions
corresponding to those of the Inspector of Banks
and Trust No. 9 of 1990 Companies, the Inspector of
Company Managers, the Insurance No. 8 of 1990
Supervisor appointed
respectively under the No. 15 of 1994
provisions of
the Banks and
Trust Companies Act, the
Company Management Act and the Insurance
Act or any Act amending or substituted for
those Acts.
(2) Any information or document obtained
under section 99 may without the consent of the
person to whom it relates, be published or disclosed to
(a) the Minister;
64
(b) an inspector appointed by the
Minister under
section 100;
(c) the Attorney General;
(d) the Inspector of Banks and Trust
Companies;
(e) the Inspector of Company
Managers;
(f) the Insurance Supervisor;
(g) any authority designated for the
purpose under subsection (3).
(3) The Minister may by order published
in the Gazette designate any public or other authority
to be an authority to which information obtained under section 99
may be published or disclosed subject to such conditions and
restrictions as he may deem appropriate and such order shall be
subject to annulment pursuant to a resolution of the Legislative
Council.
(4) The Minister may, if he thinks fit,
disclose any information obtained under sections 98 and 99 to
the persons listed at paragraphs (b) to (g) of subsection (2) in any
circumstances in which or for any purpose for which the preceding
subsections of this section do not preclude disclosure.
Powers of general 102. Subject to sections 35 (1) and 108, partners in the in the
event of a dissolution under this Act event of the general partners may only
dissolution.
(a) authorise a liquidator, who
shall not be a
body corporate, to carry on the business of the
limited partnership if the liquidator determines
that to do so would be necessary or in the best
interests of the limited partnership or its
creditors; and
(b) determine to rescind the
65
articles of dissolution as permitted under
section 106.
Duties of 103. (1) A liquidator shall, upon his liquidator.
appointment by a limited partnership and upon
the commencement of a winding-up proceed
(a) to identify all assets of the
limited partnership;
(b) to identify all creditors of and
claimants against the limited
partnership;
(c) to pay or provide for the
payment of, or
to discharge, all claims, debts, liabilities and
obligations of the limited partnership;
(d) to distribute any surplus assets
of the
limited partnership to the partners in
accordance with the actions and transactions
of the liquidator;
(e) to prepare or cause to be
prepared a
statement of account in respect of the actions
and transactions of the liquidator; and
(f) to send a copy of the statement
of
account to all partners if so required by the
plan of dissolution required by section 105.
Powers of 104. In order to perform the duties liquidator.
imposed on him under section 105, a liquidator
has all powers of the general partners including, but
not limited to, the power
(a) to take custody of the assets of
the
66
limited partnership and in connection
therewith, to register any property of the
limited partnership in the name of the
liquidator or that of his nominee;
(b) to sell any assets of the
limited
partnership at public auction or by private sale
without any notice;
(c) to collect the debts and assets
due or
belonging to the limited partnership;
(d) to borrow money from any person
for any
purpose that will facilitate the winding-up and
dissolution of the limited partnership and to
pledge or mortgage any property of the limited
partnership as security for any such
borrowing;
(e) to negotiate, compromise and
settle
any claim, debt, liability or obligation of the
limited partnership;
(f) to prosecute and defend, in the
name of
the limited partnership or in the name of the
liquidator or otherwise, any action or other
legal proceedings;
(g) to retain solicitors,
accountants and other advisers and appoint
agents;
(h) to carry on the business of the
limited
partnership, if the liquidator has received
authorisation to do so in the plan of
liquidation or by the general partners as
67
permitted under section 102, as the liquidator
may determine to be necessary or to be in the
best interests of the creditors or the partners;
(i) to execute any contract,
agreement or other instrument in the name of
the limited partnership or in the name of the
liquidator; and
(j) to make any distribution in
money or in
other property or partly in each, and if in other
property, to allot the property, or an undivided
interest therein, in equal or unequal
proportions.
(2) Notwithstanding paragraph (h) of
subsection (1), a liquidator shall not, without the permission
of the court, carry on for a period in excess of 2 years the business of
a limited partnership that is being wound up and dissolved under this
Act.
Procedure on 105. (1) The general partners of a limited winding-up and
partnership required or proposing under this dissolution.
Act to wind up and dissolve shall approve a
plan of dissolution containing
(a) a statement of the reason for
the winding-up
and dissolution;
(b) a statement that the limited
partnership is,
and will continue to be, able to discharge or
pay or provide for the payment of all claims,
debts, liabilities and obligations in full;
(c) a statement that the winding up
will
commence on the date when articles of
dissolution are submitted to the Registrar or
on such date subsequent thereto, not
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exceeding thirty days, as is stated in the
articles of dissolution;
(d) a statement of the estimated
time required to
wind up and dissolve the limited partnership;
(e) a statement as to whether the
liquidator is
authorised to carry on the business of the
limited partnership if the liquidator determines
that to
do so would be necessary or in the best
interests of the limited partnership or
creditors;
(f) a statement of the name and
address of each
person to be appointed a liquidator and the
remuneration proposed to be paid to each
liquidator; and
(g) a statement as to whether the
liquidator is
required to send to all partners a statement of
account prepared or caused to be prepared by
the liquidator in respect of his actions or
transactions.
(2) After approval of the plan of
dissolution, articles of dissolution shall be executed by the limited
partnership and shall contain
(a) the plan of dissolution; and
(b) the manner in which the plan of
dissolution was authorised.
(3) The general partners of a limited
partnership shall submit articles of dissolution to the Registrar
who shall retain and register them and within thirty days immediately
69
following the date on which the articles of dissolution are submitted
to the Registrar, the general partners of the limited partnership shall
cause to be published, in the Gazette, and in a publication of general
circulation in the Territory, a notice stating
(a) that the limited partnership is
in dissolution;
(b) the date of commencement of the
dissolution; and
(c) the names and addresses of the
liquidators.
(4) A winding-up and dissolution
commences on the date the articles of dissolution are registered by the
Registrar or on such date subsequent thereto, not exceeding thirty
days, as is stated in the articles of dissolution.
(5) A liquidator shall, upon completion
of a winding-up and dissolution, submit to the Registrar a
statement that the winding-up and dissolution has been completed in
accordance with this Act and upon receiving the notice, the Registrar
shall
(a) strike the limited partnership
off the register; and
(b) issue a certificate of
dissolution under his hand and seal certifying
that the limited partnership has been
dissolved.
(6) Where the Registrar issues a
certificate of dissolution under his hand and seal certifying that the
limited partnership has been dissolved,
(a) the certificate is prima facie
evidence of
compliance with all requirements of this Act
in respect of dissolution; and
70
(b) the dissolution of the limited
partnership is
effective from the date of issue of the
certificate.
(7) Immediately following the issue by
the Registrar of a certificate of dissolution under subsection
(5), the liquidator shall cause to be published, in the Gazette, and in a
publication of general circulation in the Territory, a notice that the
limited partnership has been dissolved and has been struck off the
register.
(8) A general partner of a limited
partnership that contravenes subsection (3) commits an
offence and shall be liable on summary conviction to a penalty of
$100.00 and shall be liable to the same penalty for each day or part
thereof during which the contravention continues.
Rescission of 106. (1) A limited partnership may, prior to dissolution.
submitting to the Registrar the articles of
dissolution specified in subsection (3) of section 105, rescind
the articles of dissolution by notice in writing to the Registrar.
(2) A copy of the notice referred to in
subsection (1) shall be submitted to the Registrar who shall
retain and register it in the register.
(3) Within 30 days immediately following
the date on which the notice referred to in subsection
(1) has been submitted to the Registrar, the limited partnership shall
cause a notice stating that the limited partnership has rescinded its
intention to wind up and dissolve to be published in the Gazette, and
in a publication of general circulation in the Territory.
Winding-up and 107. (1) Where, in the event of a dissolution dissolution of
other than a dissolution by the Court,
limited partnership
unable to pay (a) the general partners of a claims, etc.
limited partnership
have reason
to believe that the limited
71
partnership will not be able to pay or provide
for the payment of or discharge all claims,
debts, liabilities and obligations of the limited
partnership in full, or
(b) the liquidator after his
appointment has reason so to believe,
then, the general partners or the liquidator, as
the case may be, shall immediately give notice of the fact to the
Registrar.
(2) Where notice has been given to the
Registrar under subsection (1), all winding-up
and dissolution proceedings after the notice
has been given shall be in accordance with the Cap.
285 provisions of the Companies Act relating to
winding-up and dissolution and those
provisions shall apply mutatis mutandis to the winding-up and
dissolution of the limited partnership.
Winding-up where 108. Where dissolution of a limited dissolution partnership
is ordered by the Court under
ordered by the section 37, the Court may make such orders and court.
give such directions for the winding-up of the
limited partnership as it deems just and equitable in
the circumstances.
PART VII
MISCELLANEOUS
Declaration 109. (1) A general partner of a limited by the Court.
partnership formed under this Act may, without
the necessity of joining any other party, apply to the
Court, by summons supported by any affidavit, for a declaration on
any question of interpretation of this Act or of the memorandum or
the articles of a limited partnership.
(2) A person acting in accordance with a
declaration made by the court as a result of an
72
application under subsection (1) shall be deemed, in so far as regards
the discharge of any fiduciary or professional duty, to have properly
discharged his duties in the subject matter of the application.
Application of 110. Part VIII of the International
Part VIII of Business Companies Act applies, mutatis
Cap. 291. mutandis, to this Act.
Judge in 111. A judge of the High Court may exercise Chambers.
in Chambers any jurisdiction that is vested in
the court by this Act and in exercise of that
jurisdiction, may award such costs as may be just.
Time for 112. A prosecution for an offence under this prosecution.
Act or any Regulations made thereunder may be
commenced within five years from the date of the
commission of the offence but not thereafter.
General penalty. 113. Any person who contravenes any provision of
this Act or any Regulation made thereunder commits an offence, and,
unless otherwise provided in the Act or the Regulations, is liable on
summary conviction to a fine of $5,000.00.
Repeals. 114. (1) The Partnership Act, 1888 is
Cap. 295 repealed.
Cap. 285 (2) Section 3 of the Companies Act is
repealed.
SCHEDULE
(Section 87)
PART I
Licence Fees
(a) A limited partnership the name of which is on the Register on the 31st December in a year
shall, before 30th April of the following year, pay to the Registrar an annual licence fee of
$500.
(b) If a limited partnership fails to pay the annual licence fee under paragraph (a) by the date
specified therein, the licence fee increases by 10 percent of that amount.
(c) If a limited partnership fails to pay the amount due as an increased licence fee under
paragraph (b) by 31st July, then the licence fee increases by 25 percent of the licence fee
specified in paragraph (a).
(d) If a limited partnership fails to pay the amount due as an increased licence fee under
paragraph (c) by 31st October, then the licence fee increases by 50 percent of the licence fee
specified in paragraph (a).
PART II
(Section 89(1))
There shall be paid to the Registrar fees as follows:
(a) $500 for the registration of the memorandum of a limited partnership;
(b) for the registration of an amendment to the memorandum of a limited partnership,
(i) $25 if the registration is within 30 days immediately following the
amendment of the Articles;
(ii) $50 if the registration is within 60 days immediately following the
amendment of the Articles;
(iii) $75 if the registration is within 90 days immediately following the
amendment of the Articles; and
(iv) $100 if the registration is later than 90 days following the amendment of the
Articles;
(c) $25 for the issue of a certificate of limited partnership or good standing, other than at
the time of the registration of a limited partnership;
(d) $25 for the issue of a copy or extract of a document or a part of a document;
(e) $10 for the inspection of the documents kept by the Registrar pursuant to this Act;
(f) $25 for the reservation of a name as provided for in section 60;
(g) $10 for an inspection of each entry in the Register of Limited Partnerships;
(h) $25 to conduct a search of a file kept by the Registrar; and
(i) $15 for any other service provided by the Registrar for which no fee is prescribed.
Passed by the Legislative Council this 6th day of June, 1996.
REEIAL GEORGE
Deputy Speaker.
HUGH A. HODGE
Clerk of the Legislative Council.

 

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