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PARTNERSHIP ACT 1891 - As at 28 May 2012 - Act 7 of 1891

- As at 28 May 2012 - Act 7 of 1891

Table of Provisions

CHAPTER 1 - PRELIMINARY

PART 1 - CITATION

  • 1 Short title
  • 2 Notes in text

PART 2 - INTERPRETATION

PART 3 - APPLICATION

CHAPTER 2 - PARTNERSHIPS GENERALLY

PART 1 - NATURE OF PARTNERSHIP

  • 6 Rules for deciding existence of partnership
  • 7 Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency

PART 2 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH THEM

  • 8 Power of partner to bind the firm
  • 9 Partners bound by acts on behalf of firm
  • 10 Partner using credit of firm for private purposes
  • 11 Effect of notice that firm will not be bound by acts of partner
  • 12 Liability of partners
  • 13 Liability of the firm for wrongs
  • 14 Misapplication of money or property received for or in custody of the firm
  • 15 Liability for wrongs joint and several
  • 16 Improper employment of trust property for partnership purposes
  • 17 Persons liable by ‘holding out’
  • 18 Admissions and representations of partners
  • 19 Notice to acting partner to be notice to the firm
  • 20 Liabilities of incoming and outgoing partners
  • 21 Revocation of continuing guaranty by change in firm

PART 3 - RELATIONS OF PARTNERS TO ONE ANOTHER

  • 22 Variation by consent of terms of partnership
  • 23 Partnership property of firms other than incorporated limited partnerships
  • 23A Partnership property of incorporated limited partnership
  • 24 Property bought with partnership money
  • 25 Conversion into personal estate of land held as partnership property
  • 26 Procedure against partnership property for a partner’s separate judgment debt
  • 27 Rules as to interests and duties of partners subject to special agreement
  • 28 Expulsion of partner
  • 29 Retirement from partnership at will
  • 30 If partnership for term is continued over, continuance on old terms presumed
  • 31 Duty of partners to render accounts etc.
  • 32 Accountability of partners for private profits
  • 33 Duty of partner not to compete with firm
  • 34 Rights of assignee of share in partnership

PART 4 - DISSOLUTION OF PARTNERSHIP AND ITS CONSEQUENCES

  • 34A Part does not apply to incorporated limited partnerships
  • 35 Dissolution by expiration or notice
  • 36 Dissolution by insolvency, death, or charge
  • 37 Dissolution by illegality of partnership
  • 38 Dissolution by the court
  • 39 Rights of persons dealing with firm against apparent members of firm
  • 40 Right of partners to notify dissolution
  • 41 Continuing authority of partners for purposes of winding up
  • 42 Rights of partners as to application of partnership property
  • 43 Apportionment of premium if partnership prematurely dissolved
  • 44 Rights if partnership dissolved for fraud or misrepresentation
  • 45 Right of outgoing partner in certain cases to share profits made after dissolution
  • 46 Retiring or deceased partner’s share to be a debt
  • 47 Rule for distribution of assets on final settlement of accounts

CHAPTER 3 - LIMITED PARTNERSHIPS

PART 1 - PRELIMINARY

PART 2 - FORMATION AND MAINTENANCE OF LIMITED PARTNERSHIPS

PART 3 - MODIFICATION OF GENERAL LAW OF PARTNERSHIP

PART 4 - DISSOLUTION AND CESSATION OF LIMITED PARTNERSHIPS

PART 5 - MISCELLANEOUS PROVISIONS

  • 65 Legal proceedings
  • 66 Duty to notify chief executive of changes
  • 67 Chief executive may accept and record notices given by person registered as a partner
  • 68 Chief executive’s power to cancel limited partnership’s registration
  • 69 Chief executive’s power to revoke cancellation of registration

CHAPTER 4 - INCORPORATED LIMITED PARTNERSHIPS

PART 1 - PRELIMINARY

PART 2 - NATURE AND FORMATION OF INCORPORATED LIMITED PARTNERSHIPS

  • 71 Partnership is formed on registration
  • 72 Partnership is separate legal entity
  • 73 Partners in an incorporated limited partnership
  • 74 Partnership agreement

PART 3 - REGISTRATION OF INCORPORATED LIMITED PARTNERSHIPS

PART 4 - POWERS OF INCORPORATED LIMITED PARTNERSHIPS

  • 83 Powers of partnership
  • 84 Relationship of partners to others and between themselves

PART 5 - LIABILITY AND POWERS OF LIMITED PARTNERS

PART 6 - WINDING UP OF INCORPORATED LIMITED PARTNERSHIP

  • 95 Definition for pt 6
  • 96 Voluntary winding up
  • 97 Winding up on chief executive’s certificate
  • 98 Review of certificate
  • 99 Procedure for winding up on certificate
  • 100 Distribution of assets on winding up required on chief executive’s certificate
  • 101 Application of Corporations Act to winding up
  • 102 Chief executive to be notified of winding up
  • 103 Cancellation of registration

PART 7 - MISCELLANEOUS PROVISIONS

  • 104 Execution of documents
  • 105 Entitlement to make assumptions
  • 106 Assumptions that can be made under s 105
  • 107 Identification of incorporated limited partnerships
  • 108 Registered office
  • 109 Lodgement of certain documents with the chief executive
  • 110 Duty to give information
  • 111 Offences by partnerships and partners

CHAPTER 5 - GENERAL PROVISIONS

CHAPTER 6 - SAVINGS AND TRANSITIONAL PROVISIONS

PART 1 - SAVINGS PROVISION FOR ACT NO. 7 OF 1891

  • 121 Saving of rules of equity and common law

PART 2 - (Repealed)

PART 3 - TRANSITIONAL PROVISIONS FOR ACT NO. 94 OF 2003

  • 123 Transitional provision for Tourism, Racing and Fair Trading (Miscellaneous Provisions) Act 2003

PART 4 - TRANSITIONAL PROVISIONS FOR PARTNERSHIP AND OTHER ACTS AMENDMENT ACT 2004

  • 124 Continuation of limited partnerships under the Partnership (Limited Liability) Act
  • 125 Continuation of register under the Partnership (Limited Liability) Act
  • 126 Applications under the Partnership (Limited Liability) Act
  • 127 Regulations under Partnership (Limited Liability) Act preserved
  • 128 Prescribed forms under Partnership (Limited Liability) Act
  • 129 Relation between members of any company registered under State Companies Acts not affected
  • 130 Liability
  • 131 References to Partnership (Limited Liability) Act 1988

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