Limited Partnerships Act 1908

Limited Partnerships Act 1908

An Act to provide for limited partnerships

Be it enacted by His Excellency the Governor of Tasmania, by and with the advice and consent of the Legislative Council and House of Assembly, in Parliament assembled, as follows:

1.   Short title

[Section 1 Amended by 25 Geo. V No. 78 ]This Act may be cited as the Limited Partnerships Act 1908 .

2.   Commencement of Act

This Act shall come into operation on 1st January 1909.

3.   Interpretation

[Section 3 Amended by 25 Geo. V No. 78 ][Section 3 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]In this Act, unless the contrary intention appears –

Commissioner means the Commissioner for Corporate Affairs holding office under section 4 of the Commissioner for Corporate Affairs Act 1980 , and includes any person holding that office in an acting capacity;

firm, firm-name, and business have the same meanings as in the Partnership Act 1891 ;

general partner means any partner who is not a limited partner as defined by this Act.

4.   Definition and constitution of limited partnership

[Section 4 Amended by 25 Geo. V No. 78 ]

(1)  Limited partnerships may be formed in the manner and subject to the conditions by this Act provided.

(2)  [Section 4 Subsection (2) substituted by No. 17 of 1994, s. 4 ]A limited partnership must consist of at least –

(a) a general partner who is liable for the debts and obligations of the firm; and

(b) a limited partner who is liable for the debts and obligations of the firm to the extent of the amount he or she contributed as capital or property on entering the partnership.

(3)  A limited partner shall not during the continuance of the partnership, either directly or indirectly, draw out or receive back any part of his contribution, and if he does so draw out or receive back any such part shall be liable for the debts and obligations of the firm up to the amount so drawn out or received back.

(4)  A body corporate may be a limited partner.

5.   Registration of limited partnership required

Every limited partnership must be registered as such in accordance with the provisions of this Act, or, in default thereof, it shall be deemed to be a general partnership, and every limited partner shall be deemed to be a general partner.

6.   Modifications of general law in case of limited partnerships

[Section 6 Amended by 11 Geo. V No. 66, s. 2 and Sched. 5 ][Section 6 Amended by 25 Geo. V No. 78 ]

(1)  A limited partner shall not take part in the management of the partnership business, and shall not have power to bind the firm.

(2)  A limited partner may by himself or his agent at any time inspect the books of the firm, and examine into the state and prospects of the partnership business, and may advise with the partners thereon.

(3)  If a limited partner takes part in the management of the partnership business he shall be liable for all debts and obligations of the firm incurred while he so takes part in the management as though he were a general partner.

(4)  [Section 6 Subsection (4) amended by No. 63 of 1963, s. 2 and Sched. 2 ]A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner.

(5)  In the event of the dissolution of a limited partnership its affairs shall be wound up by the general partners unless the court otherwise orders.

(6)  Subject to any agreement expressed or implied between the partners –

(a) any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the general partners;

(b) a limited partner may, with the consent of the general partners, assign his share in the partnership, and upon such an assignment the assignee shall become a limited partner with all the rights of the assignor;

(c) the other partners shall not be entitled to dissolve the partnership by reason of any limited partner suffering his share to be charged for his separate debt;

(d) a person may be introduced as a partner without the consent of the existing limited partners;

(e) a limited partner shall not be entitled to dissolve the partnership by notice.

7.   Law as to private partnerships to apply where not excluded by this Act

[Section 7 Amended by 25 Geo. V No. 78 ]Subject to the provisions of this Act the Partnership Act 1891 , and the rules of equity and of common law applicable to partnerships, except so far as they are inconsistent with the express provisions of that Act, shall apply to limited partnerships.

8.   Manner and particulars of registration

[Section 8 Amended by 25 Geo. V No. 78 ]

(1)  [Section 8 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The registration of a limited partnership shall be effected by sending by post or delivering to the Commissioner a statement, signed by the partners, containing the following particulars:

(a) The firm name;

(b) The general nature of the business;

(c) The principal place of business;

(d) The full name of each of the partners;

(e) The term, if any, for which the partnership is entered into, and the date of its commencement;

(f) A statement that the partnership is limited, and the description of every limited partner as such; and

(g) The sum contributed by each limited partner, and whether paid in cash or how otherwise.

(2)  Every such statement shall be accompanied by the prescribed fee.

9.   Registration of changes in partnerships

[Section 9 Amended by 25 Geo. V No. 78 ][Section 9 Subsection (2) amended by No. 67 of 1994, s. 3 and Sched. 1 ]

(1)  [Section 9 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]If during the continuance of a limited partnership any change is made or occurs in –

(a) the firm-name;

(b) the general nature of the business;

(c) the principal place of business;

(d) the partners or the name of any partner;

(e) the term or character of the partnership;

(f) the sum contributed by any limited partner;

(g) the liability of any partner by reason of his becoming a limited instead of a general partner, or a general instead of a limited partner –

a statement, signed by the firm, specifying the nature of the change shall, within 7 days, be sent by post or delivered to the Commissioner, together with the prescribed fee.

(2)  [Section 9 Subsection (2) amended by No. 55 of 1965, s. 5 ]If default is made in compliance with the requirements of this section, each of the general partners shall be liable to a daily fine not exceeding 0·02 penalty unit.

10.    Business Names Act 1962 not to apply

[Section 10 Amended by No. 51 of 1985, s. 4 and Sched. 2, Part II ]The provisions of the Business Names Act 1962 shall not apply in the case of a limited partnership registered under this Act, whilst it continues to be a limited partnership as defined by this Act.

11.   Notice of general partner becoming limited partner or of assignment of share of limited partner to be gazetted

[Section 11 Amended by 25 Geo. V No. 78 ]Notice of any arrangement or transaction –

(a) under which any person will cease to be a general partner in any firm, and will become a limited partner in that firm; or

(b) under which the share of a limited partner in a firm will be assigned to any person –

shall be forthwith gazetted, and until notice of the arrangement or transaction is gazetted the arrangement or transaction shall, for the purposes of this Act, be of no effect.

12.   Business conducted outside the State

[Section 12 Inserted by No. 17 of 1994, s. 5 ]The limitation on the liability of a limited partner extends to any debt or obligation incurred in connection with the conduct of the partnership's business outside the State.

12A.   Limited partnerships formed under corresponding laws

[Section 12A Inserted by No. 17 of 1994, s. 5 ]

(1)  The Governor may, by order, declare a law of another State, a Territory or another country to be a corresponding law for the purposes of this Act.

(2)  A law may only be declared to be a corresponding law if the Minister has certified to the Governor that –

(a) in the case of a law of another State or a Territory –

(i) the provisions of that law are similar to the provisions of this Act; and

(ii) under that law the limitation of liability of limited partners in a limited partnership formed in accordance with this Act extends to any debt or obligation incurred in connection with the conduct of the partnership's business in that State or Territory; or

(b) in the case of a law of another country, that law provides for the limitation of liability for partners in certain partnerships.

(3)  Any limitation under a corresponding law on the liability of a limited partner in a limited partnership formed in accordance with that law extends to any debt or obligation incurred in connection with the conduct of the partnership's business in this State.

13.   Registrar to file statement and issue certificate of registration

[Section 13 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]On receiving any statement made in pursuance of this Act, together with the prescribed fees, the Commissioner shall cause the same to be filed, and he shall send by post to the firm from whom such statement shall have been received a certificate of the registration thereof.

14.   Registrar: Registers to be kept

[Section 14 Amended by 25 Geo. V No. 78 ][Section 14 Amended by No. 29 of 1959, s. 2 ][Section 14 Amended by No. 66 of 1962, s. 3 and Sched. 1 ][Section 14 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Corporate Affairs Office in Hobart shall be the office for the registration of limited partnerships, and the Commissioner shall keep at that office, in proper books to be provided for the purpose, a register and an index of all the limited partnerships registered as aforesaid, and of all the statements registered in relation to such partnerships.

15.   Inspection of statements registered

[Section 15 Amended by 25 Geo. V No. 78 ][Section 15 Amended by No. 55 of 1965, s. 5 ]

(1)  [Section 15 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Any person may inspect the statements filed by the Commissioner in the Corporate Affairs Office; and there shall be paid for every such inspection a fee of 10 cents.

(2)  [Section 15 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Any person may require a certificate of the registration of any limited partnership, or a copy of or extract from any registered statement to be certified by the Commissioner; and there shall be paid for every such certificate of registration a fee of 25 cents, and for every such copy or extract a fee at the rate of 5 cents for each folio of 72 words.

(3)  [Section 15 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A certificate of registration, or a copy of or extract from any statement registered under this Act, if duly certified to be a true copy under the hand of the Commissioner shall be received in evidence.

16.   Regulations

[Section 16 Amended by 25 Geo. V No. 78 ][Section 16 Amended by No. 55 of 1965, s. 5 ][Section 16 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Governor may make regulations prescribing –

(a) the fees to be paid to the Commissioner under this Act, so that they do not exceed in the case of the original registration of a limited partnership the sum of $4, and in any other case the sum of 50 cents;

(b) the duties or additional duties to be performed by the Commissioner –

and generally for the purposes of this Act.

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