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Limited Partnership

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LIMITED PARTNERSHIP. Limited partnerships were established by the Limited Partnerships Act, 1907 (7 Edw. VII, c. 24), which came into operation on January 1, 190S.

The main provisions of the Act are as follows : Definition and Constitution of Limited nership.

" Section 4. (1) From and after the com mencement of this Act limited part nerships may be formed in the man ner and subject to the conditions by this Act provided.

" (2) A limited partnership shall not con sist, in the case of a partnership carrying on the business of banking, of more than ten persons, and in the case of any other partnership, of more than twenty persons, and must consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons to be called limited partners, who shall at the time of entering into such part nership contribute thereto a sum or sums as capital or property valued at a stated amount, and who shall not be liable for the debts or obliga tions of the firm beyond the amount so contributed.

" (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 obli gations of the firm up to the amount so drawn out or received back.

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

Registration of Limited Partnership required.

" 5. 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 partner ship, and every limited partner shall be deemed to be a general partner.

Modifications of General Law " 6. (1) A limited partner shall not take part in the management of the part nership business, and shall not have power to bind the firm : 1 rovided that 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.

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

" (2) A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner, and the lunacy of a limited partner shall not be a ground for dissolution of the part nership by the Court unless the lunatic's share cannot be otherwise ascertained and realised.

" (3) 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.

" (5) Subject to any agreement expressed or implied between the partners : " (a) Any difference arising as to ordinary matters connected with the partnership busi ness 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 assign 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 con sent of the existing limited partners ; (e) A limited partner shall not be entitled to dissolve the partnership by notice.

7. Subject to the provisions of this Act, the Partnership Act, 1890, and the rules of equity and of common law applicable to partnerships, except so far as they are incon sistent with the express provisions of the last-mentioned Act, shall apply to limited partnerships.

Manner and Particulars o/ Registration.

" S. The registration of a limited partner ship shall be effected by sending by post or delivering to the registrar at the register office in that part of the United Kingdom in which the principal place of business of the limited partnership is situated or proposed to be situated 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 part nership 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 ; (g) The sum contributed by each limited partner, and whether paid in cash or how otherwise.

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