Legal Document

Title: The Partnership (Limited) Act, 2017
Type: Act
Issuing Agency: Ministry of Justice
Responsible Agency: Companies Office of Jamaica
Issuing Date: 08-02-2017

 

THE PARTNERSHIP (LIMITED) ACT, 2017

 

ARRANGEMENT OF SECTIONS

 

PART I

1.    Preliminary

 

PART IA

2.    General Provisions Relating to Limited Partnership

3.    Administrative Provisions

 

PART II

4.   Limited Partnerships without Separate Legal Personality

 

PART III

5.    Limited Partnerships with Separate Legal Personality

6.    Provisions in relation to Limited Partners

7.    Provisions relating to General Partners

8.    Contributions and Distributions

9.    Dissociation

10. Transferable Interests and Rights of Transferees and Creditors

 

 


AN ACT to Provide for the formation and operation of limited partnerships and to repeal the Partnerships (Limited) Act; and for connected purposes.

 

          The date notified by the Minister

          bringing the Act into operation

 

BE IT ENACTED by The Queen’s Most Excellent Majesty, by and with the advice and consent of the Senate and House of Representatives of Jamaica, and by the authority of the same, as follows:—

 

 

PART I

 

Preliminary


1. This Act may be cited as the Partnership (Limited) Act, 2017, and shall come into operation on a day to be appointed by the Minister by notice published in the Gazette.

 
2. In this Act—

“bankrupt” has the meaning assigned to it in the Partnership (General) Act;

“body corporate” means a body corporate established, or for the establishment of which provision is made, by an enactment and shall include a company;

“business” includes every trade, occupation or profession;

“certificate of limited partnership” means a certificate issued by the Registrar pursuant to section 30 or 35, and includes a certificate as amended or restated;

“company” means a company incorporated or registered pursuant to the Companies Act or anybody or association incorporated or registered under any enactment, which is prescribed by the Minister, by order, to be a company;

“Court” means the Supreme Court;

“dissociation” means a general partner’s or limited partner’s disengagement or exit from a partnership to which Part III applies, whether voluntarily or otherwise, and which does not by itself lead to the dissolution of the partnership or the winding up of the business of the partnership;

“distributions” means a transfer of money or other property from a limited partnership to a partner in the partner’s capacity as a partner or to a transferee on account of a transferable interest owned by the transferee;

“firm” means a group of persons who have entered into partnerships with one another;

“firm name” means the name under which a firm conducts its business;

“foreign limited liability limited partnership” or “foreign LLLP” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 48;

“foreign limited partnership” means a partnership which is formed under the laws of a jurisdiction other than Jamaica and is required by those laws to have one or more general partners and one or more limited partners, and includes a foreign LLLP;

“general partner” means a partner in a partnership who is liable, (whether on his own or jointly or severally with other partners) for all obligations of the partnership, whether the partnership is a general partnership or a limited partnership;

“general partnership” has the meaning assigned to it in the Partnership (General) Act',

“L.P.E.” or “LPE” means a limited partnership—

(a) whose certificate of limited partnership states that it is a limited partnership entity; and

(b) that has the characteristics as set out in section 35;

“limited liability company” or “LLC” means a limited liability company or LLC as prescribed by the Minister by Order published in the Gazette;

“limited liability limited partnership” or “LLLP”, except the phrase

“foreign limited liability limited partnership” or “foreign LLLP”, means a limited partnership—

(a) whose certificate of limited partnership states that it is a limited liability limited partnership; and

(b) that has the characteristics set out in section 36;

“limited partner” means a partner in a limited partnership who is not a general partner;
“limited partnership”, means a limited partnership governed, or formed and governed under the provisions of this Act or created under the comparable law of another jurisdiction;
“limited partnership agreement” means an agreement as to the affairs of a limited partnership and the conduct of its business;

“partner” means a person who is a party to a partnership agreement;

“person” includes—

(a) a partnership governed by Part III of the Partnership (General) Act; and

(b) a limited partnership governed or formed and governed under Part III;

“principal office” means the office where the principal executive of a limited partnership or foreign

limited partnership is located, whether or not the office is located in Jamaica;

“record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

“Register” means the Register of limited partnerships required by this Act to be kept by the Registrar in accordance with this Act;

“Registrar” means the Registrar of Companies;

“required information” means the information that a limited partnership is required to maintain under section 28;

“transfer” includes an assignment, a conveyance, sale, lease, mortgage or security interest, an encumbrance, including a gift, and a transfer by operation of law;

“transferable interest” means the right as initially owed by a person in the person’s capacity as partner, to receive distributions from a limited partnership whether or not the person remains or continues to own any part of the right and applies to any fraction of the interest, by whomever owned;

“transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.


3. This Act shall be read and construed in conjunction with the Partnership (General) Act subject to the following—

(a) subject to paragraph (d), the provisions of Part II of the Partnership (General) Act shall apply equally to limited partnerships formed under Part II subject to the provisions of Part II of this Act;
(b) the provisions of Part II of the Partnership (General) Act shall be inapplicable and shall be construed as having no relevance to partnerships governed by Part III of this Act, and vice versa;
(c) the provisions of Part III of the Partnership (General) Act shall be inapplicable and shall be construed as having no relevance to partnerships governed by Part II of this Act, and vice versa; and

(d) in the event of any inconsistency between a provision of Part II of the Partnership (General) Act and a provision of Part LA of this Act, the provisions of Part IA shall prevail.

 

4. The rules of common law and of equity, applicable to partnerships continue in force and apply to partnerships governed by or formed under this Act, except so far as they are inconsistent with the provisions  of this Act.

 

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PART IA

 

General Provisions Relating to Limited Partnership


5. Every limited partnership formed under this Act shall, subject to  the provisions of the relevant Part of this Act, be governed by a limited partnership agreement..

 

6.—(1) A limited partnership may be formed under this Act either—

(a) without separate legal personality, under Part II; or

(b) with separate legal personality, under Part III, and shall, in either case and subject to the provisions of this section, be governed by all the provisions contained in the respective Part under which it was formed.

(2) A limited partnership maybe formed for any lawful purpose.

(3) A limited partnership formed or governed under Part II may, subject to the provision of the limited partnership agreement, convert to a limited partnership governed by Part HI by completing and filing with the Registrar such form as may be prescribed and paying the prescribed fee.

(4) Where a partnership that was formed under Part II converts to a limited partnership governed by Part III, such conversion shall be permanent and irreversible.

(5) A limited partnership formed with separate legal personality under Part III may not convert to a limited partnership without separate legal personality under Part II.

 

7.—(1) A person may simultaneously be both a general partner and a limited partner in the same limited partnership.

(2) A person that is both a general partner and a limited partner in the same limited partnership shall have, in each of those capacities, the rights, powers, duties, and obligations provided for in either Part II or Part III, as appropriate, and as provided for in the limited partnership agreement..

(3) When a person acts as a general partner, the person shall be subject to the obligations, duties and restrictions provided for general partners under either Part II or Part III, as appropriate, and the limited partnership agreement.

(4) When a person acts as a limited partner, the person shall be subject to the obligations, duties, and restrictions provided for limited partners under either Part II or Part III, as appropriate, and as provided for in the limited partnership agreement.

 

8. —(1) The name of a limited partnership may contain the name of any partner.

(2) Where a provision in Part II or Part III requires a particular phrase or abbreviation to be used in relation to a particular type of partnership, the partnership may not use any of the other phrases or abbreviations specifically provided for any other type of partnership in this Act.

(3) Where a limited partnership proposes to use a name other than the name of one or more of the general partners, the use of that name by the limited partnership shall be subject to the Registrar’s reasonable determination that the proposed name is not—

(a) identical to a name already in use within Jamaica that is registered on a register maintained by the Registrar under any enactment; or

(b) so similar to such a name already in use in Jamaica as to be likely to cause confusion in the minds of members of the public.

(4) A limited partnership that proposes to trade under a name other than its registered name shall comply with the provisions of section 3 of the Registration of Business Names Act.

 

9.—(1) The right to register a limited partnership under a name that complies with section 8 may be reserved by the Registrar upon application by—

(a) the person intending to form a limited partnership under this Act and with that name;

(b) a limited partnership or a foreign limited partnership authorized to transact business in Jamaica intending to register the partnership with that name;

(c) a foreign limited partnership intending to obtain a certificate of authority to transact business in Jamaica and to register the partnership with that name;

(d) a person intending to form a foreign limited partnership and to have the foreign limited partnership obtain a certificate of authority to transact business in Jamaica and adopt the name;

(e) a foreign limited partnership formed under the name; or

(f) a foreign limited partnership formed under a name that does not comply with a requirement of this Act for the inclusion of a particular phrase or abbreviation in its name but is not inconsistent with any of the preceding paragraphs, but the name reserved under this paragraph may differ from the foreign limited partnership’s name only to the extent necessary.

(2) A person may apply to reserve a name under subsection (1), by filing with the Registrar an application in the prescribed form that states the name to be reserved and the paragraph of subsection (1) that applies, and accompanied by the prescribed fee.

(3) Where the Registrar finds that the name is available for use by the person who makes an application under subsection (2), the Registrar shall confirm in writing the reservation of the name and thereby reserve the name for the registration of the partnership for a period of one hundred and twenty days from the date of the confirmation.

(4) A person who has reserved a name under this section may transfer the reservation to another person to whom subsection (1)applies by filing with the Registrar a notice of transfer which states—

(a) the reserved name;

(b) the name and street and mailing address of the person to which the reservation is to be transferred; and

(c) the paragraph of subsection (1) which applies to the other person,  and, subject to section 18, the transfer shall be effective when the notice of transfer is filed with the Registrar.

 

10. If during the continuance of a limited partnership any change is Registration made or occurs in—
(a) the firm name;

(b) the general nature of the business;

(c) the principal office;

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

(e) the term for which the partnership is entered into;

(f) the sum contributed by any limited partner to the capital of the partnership; or

(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 all the general partners, specifying the nature of the change, shall, within twenty-one days of the change, be filed with the Registrar.

 

11. On receipt of any statement filed with the Registrar under section to 10, the Registrar shall issue to the firm from whom the statement was received a certificate of the registration of the change.


12. The Registrar shall maintain a register of all the limited partnerships registered under this Act, and of all the statements, records or other documents registered in relation to such partnerships.


13.—(1) A person may inspect the statements filed with the Registrar and there shall be paid for such inspection such fees as may be prescribed

(2) A person may, upon payment of the prescribed fee, require a certificate of limited partnership or a certificate of registration of any limited partnership, or a copy of or extract from any registered statement, to be certified by the Registrar.

(3) A certificate of registration, or a copy of or extract from any statement registered under this Part, if duly certified by or on behalf of the Registrar shall, in all legal proceedings, be admissible as prima facie evidence of the contents thereof.

 

14. Where pursuant to the provisions of this Act a person is required to file a statement or other document or record with the Registrar—

(a) the filing shall be accompanied by payment of the prescribed fee; and

(b) in the event that the filing is not duly made within the time required by this Act—

(i) the person shall be liable to pay a late-filing fee in the amount which is equal to the amount of the prescribed fee in addition thereto;

(ii) the provisions of section 82 with respect to administrative dissolution of the partnership to which the filing relates shall apply.

 

15.—(1) Subject to subsection (3), a limited partner in a limited partnership governed under this Part shall not take part in the management of the partnership business, and shall not have power to bind the firm.

(2) Notwithstanding subsection (1), a limited partner may, by himself for his agent, at any time inspect the books of the firm and examine into the state of the partnership business, and may advise the partners thereon.

(3) Subject to subsection (4), 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) Notwithstanding subsection (3), and for the purposes of this Act, a limited partner who engages in any of the activities specified in the Schedule shall not be regarded as taking part in the management of the partnership business as though he were a general partner.

(5) The Minister may amend the Schedule, by Order published in the Gazette.

(6) An obligation of a limited partnership, whether arising in contract or otherwise, is not the obligation of a limited partner.

 

16.-—(1) A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner, and the fact that a limited partner is alleged to be suffering from a mental disorder within the meaning of the  Mental Health Act shall not be a ground for dissolution of the partnership by the Court unless that limited partner’s share cannot be  otherwise ascertained and realised.

(2) In the event of the dissolution of a limited partnership, its affairs shall be wound up by the general partners unless—

(a) the Court orders otherwise; or

(b) otherwise provided for in this Act or any other enactment.

(3) 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, transfer his transferable interest in the partnership, and upon such a transfer the transferee shall become a limited partner with all the rights of the transferor;

(c) the other partners shall not be entitled to dissolve the partnership by reason of any limited partner allowing his transferable interest in the partnership 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.

 

17.—(1) Each statement or other record filed with the Registrar in relation to a partnership under this Act shall be signed by the following persons—

(a) save as otherwise provided by this section, statements under this Act shall be signed by one or more general partners having authority to do so under the terms of the partnership agreement;

(b) a statement designating as general partner a person admitted under section 73(c)(ii) following the dissociation of a limited partnership’s last general partner shall be signed by that person;

(c) a statement required by section 76(2) following the appointment of a person to wind up the dissolved limited partnership’s activities shall be signed by that person;

(d) articles of conversion shall be signed by each general partner of the limited partnership;

(e) articles of merger shall be signed as provided for in section 106(3);

(f) a statement by a person stating that the person has dissociated as a general partner shall be signed by that person;

(g) a statement of withdrawal by a person pursuant to section 44 shall be signed by that person;

(h) a record delivered on behalf of a foreign limited partnership to the Registrar for filing shall be signed by at least one general partner of the foreign limited partnership;

(i) any other record filed with the Registrar by any person shall be signed by that person.

(2) Any person may sign by an attorney in fact any record to be filed pursuant to this Part.

 

18.—(1) Save as may be otherwise prescribed, a statement or other record authorised or required to be filed with the Registrar in relation to a partnership under this Act shall be captioned to describe the purpose of the statement or other record and shall be in such form as may be acceptable to the Registrar.

(2) Where the Registrar determines that a statement or other record complies with the filing requirements of this Act, and all filing fees have been paid, the Registrar shall issue a certified copy of the filed statement or other record to the person who made the filing.

(3) Save as otherwise provided in this Act, any statement or other record filed with the Registrar, shall, if requested by the Registrar, take effect on the date and time of the filing and where applicable, on such later date as may be specified therein.

 

19.—(1) Where a person is required by this Act to sign a statement or other record or file a statement or other record with the Registrar and fails to do so, a person who is aggrieved by the failure of the person to sign the statement or other record may make an application to the Court for an order to compel the person to sign or file, as may be required, the statement or other record with the Registrar.

(2) Where the person aggrieved under subsection (1) is not the limited partnership or foreign limited partnership to which the statement or other record relates, he shall make the limited partnership or foreign limited partnership a party to the action.

20.—(1) Where after the filing of a statement or other record pursuant to section 18,alimited partnership or foreign limited partnership discovers that the record contains false information, (including where the information has become false due to a change of circumstances) the limited partnership or foreign limited partnership shall forth with, file with the Registrar, a statement of correction to correct the statement or other record previously filed by the limited partnership or foreign limited partnership with the Registrar.

(2) Each general partner of a partnership referred to in subsection (1) shall ensure that the partnership duly complies with that subsection.

(3) A statement of correction may not state a delayed effective date and shall-

(a) describe the statement or other record to be corrected, including its filing date, or attach a copy of the record as filed;

(b) specify the false or erroneous information and the reason why it is false or erroneous; and

(c) contain the correction of the false or erroneous information.

(4) Subject to subsection (5), a statement of correction when filed with the Registrar is effective retroactively as of the effective date of the record that the statement corrects.

(5) Notwithstanding subsection (4), a statement of correction is effective when filed, both—

(a) for the purposes of subsections (2) and (3) of section 25; and

(b) as to persons relying on the uncorrected record and adversely affected by the correction.

 

21. If a record filed with the Registrar under this Act contains false information, a person who suffers loss by reliance on the information may recover damages for the loss from—

(a) a person who signed the record, or caused another to sign it on the person’s behalf, knowing the information to be false at the time the record was signed; and

(b) a general partner who had notice that the information was false when the record was filed or became false because of changed circumstances, if the general partner had such notice for a reasonably sufficient time before the information was relied on to—

(i) effect amendment under section 23;

(ii) file with the Registrar—

(A) a statement of change pursuant to section 27; or

(B) a statement of correction pursuant to section 20;

(iii) apply to the court under section 19.

 

22.—(1) A limited partnership, or foreign limited partnership authorized to transact business in Jamaica, shall file with the Registrar an annual return which provides for the following—

(a) the name of the limited partnership or foreign limited partnership and the names and addresses of the partners;

(b) the street address of the partnership’s place of business and if different, the street address of an office of the partnership in Jamaica, if any;

(c) if the partnership does not have an office in Jamaica, the name and street address of the partnership’s current agent for service of process; and

(d) in the case of a foreign limited partnership, the state or other jurisdiction under whose law the foreign limited partnership is formed and any alternative name adopted under section 90(1).

(2) The information provided in the annual return under subsection (1) shall be current as of the date the annual return is filed with the Registrar.

(3) An annual return shall be made up to March 31st and filed no later than June 30th of each year following the calendar year in which a partnership files a statement of qualification for as long as it is registered as a limited partnership under this Act.

(4) The Registrar may revoke the statement of qualification of a partnership that fails to file an annual return when due or pay the required filing fee, upon providing the partnership with at least sixty days’ written notice of intent to revoke the statement, which notice shall be mailed to the partnership at its principal place of business set forth in the last filed statement of qualification or annual return.

(5) A notice under subsection (4) shall specify—

(a) the annual return that has not been filed;

(b) the fee that has not been paid; and

(c) the effective date of the revocation, and the revocation is not effective if the annual return is filed and the fee is paid before the effective date of the revocation.

(6) A revocation under subsection (4) only affects a partnership’s status as a limited partnership and is not an event of dissolution of the partnership.

(7) A partnership whose statement of qualification has been revoked may apply to the Registrar for reinstatement within two years after the effective date of the revocation, and the application shall state—

(a) the name of the partnership and the effective date of the revocation; and

(b) that the ground for revocation either did not exist or has been corrected.
(8) Upon the receipt of an application for reinstatement pursuant to subsection (7), the Registrar shall, within thirty days thereafter, determine whether the grounds for revocation did not exist or have been corrected and if satisfied thereof, shall issue a notice of reinstatement to the partnership.

(9) A reinstatement under subsection (7) relates back to and takes effect as of the effective date of the revocation, and the partnership’s status as a limited partnership continues as if the revocation had never occurred.

 

23.—(1) A certificate of limited partnership may be amended by the Registrar at any time, upon receipt of a request so to do in such form, if any, as may be prescribed, for any proper purpose.

(2) A request, in such form, if any, as may be prescribed, for a restated certificate to be issued by the Registrar may be filed with the Registrar in the same manner as a request for an amendment.

(3) If are quest under this section is approved by the Registrar, an amendment or restated certificate becomes effective as of the date and time the request was filed with the Registrar.

 

24. (1) The Registrar shall, upon request by any general partner  or limited partner of a foreign limited partnership or a limited partnership, and on payment of the prescribed fee, furnish a certificate of partnership status for the limited partnership or foreign limited partnership.

(2) A certificate of partnership status shall state in relation to the limited partnership—

(a) its name;

(b) that it was duly formed under this Act, the date of formation, the part of this Act under which it was formed, and the part under which it is currently governed;

(c) whether it has elected to have limited liability for all its partners;

(d) whether all fees due to the Registrar by the limited partnership have been paid;

(e) whether its most recent annual return required by section 22 has been filed with the Registrar;

(f) whether the Registrar has administratively dissolved it;

(g) whether its certificate of limited partnership has been amended to state that the limited partnership is dissolved;

(h) that a statement of termination has not been filed with the Registrar;

(i) in the case of a foreign limited partnership—

(i) its name and any alternate name adopted under section 90 for use in Jamaica;

(ii) that it is authorized to transact business in Jamaica;

(iii) whether all fees and penalties due to the Registrar have been paid;

(j) other facts of record filed with the Registrar which may be requested by the applicant.

(3) Subject to any qualification stated in the certificate of partnership status, a certificate of partnership status issued by the Registrar may be relied upon as conclusive evidence of the status of the limited partnership or foreign limited partnership as shown in the certificate.

 

25.—(1) For the purposes of this Act—

(a) a person knows a fact if the person has actual knowledge of it

(b) a person has notice of a fact if the person—

(i) knows of it;

(ii) has received a notification of it; or

(iii) has, from all of the facts known to the person at the time in question, reason to know it exists;

(c) a person is deemed to have duly delivered a notification of a fact to another person if the person takes reasonable steps to inform the other person thereof, whether or not the other person learns of the fact;

(d) a person receives a notification of a fact when the notification—

(i) comes to the person’s attention; or

(ii) is delivered at the person’s place of business or at any other place held out by the person as a place for receiving service;

(e) a body corporate has notice, or receives a notification of a fact for the purposes of a particular transaction when a person conducting the transaction on behalf of the body corporate knows, has notice, or receives a notification, of the fact, or in any event when the fact would have been brought to the person’s attention if the person had exercised reasonable diligence;

(f) a partner’s knowledge, notice or receipt of a notification, of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by, the partnership except in the case of a fraud on the partnership committed by or with the consent of that partner.

(2) A certificate of limited partnership on file in the Companies Office is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners and, except as otherwise provided in subsection (3), the certificate is not notice of any other fact.

(3) A person has notice of—

(a) another person’s dissociation as a general partner, ninety days after—

(i) the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated; or

(ii) the effective date of a statement of dissociation pertaining to the other person, whichever occurs first;

(b) a limited partnership’s dissolution, ninety days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;

(c) a limited partnership’s termination, ninety days after the effective date of a statement of termination;
(d) a limited partnership’s conversion under sections100 to 103, ninety days after the effective date of the articles of conversion; or

(e) a merger under sections 104 to 107, ninety days after the effective date of the articles of merger.

 

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Administrative Provisions 

 

26. —(1) A limited partnership that holds a certificate of authority pursuant to section 30 or 35 shall designate and continuously maintain in Jamaica either—

(a) an office, which need not be a place of its activity in Jamaica; or

(b) an agent for service of process.

(2) A foreign limited partnership shall—

(a) maintain a principal office, which may or may not be located in Jamaica; and

(b) where the foreign limited partnership does not have an office in Jamaica, continuously maintain in Jamaica an agent for service of process.

(3) An agent for service of process of a limited partnership or foreign limited partnership shall be a person who is licensed under such enactment as may be prescribed by the Minister by Order published in the Gazette.

 

27.—(1) In order to change its principal office, agent for service of process, or the address of its agent for service of process, a limited partnership or a foreign limited partnership shall file with the Registrar a statement of change pursuant to section 10 containing such of the following information as applies in relation to the limited partnership or foreign limited partnership, as the case may be—

(a) its name;

(b) the street and mailing address of its principal office;

(c) if the principal office is to be changed, the street and mailing address of the new principal office;

(d) the name and street and mailing address of its agent for service of process;

(e) if the agent for service of process is to be changed, the nan16 of the new agent for service of process; and

(f) if the address of the agent for service of process is to be changed, the new street and mailing address of the agent.

(2) A statement of change is effective when filed with the Registrar.

28.—(1) A limited partnership or a foreign limited partnership shall maintain at its principal office the following information—

(a) a current list showing the full name and last known street address and mailing address of each partner, separately identifying, in alphabetical order, the general partners and the limited partners;

(b) a copy of the initial application for registration as a limited partnership and all statements filed on or on behalf of the partnership, together with signed copies of any powers of attorney under which any statement has been signed;

(c) a copy of any filed articles of conversion or merger;

(d) a copy of the limited partnership’s tax returns, if any, for three most recent years;

(e) a copy of any limited partnership agreement made in a record and any amendment made in a record to any limited partnership agreement;

(f) a copy of any financial statement of the limited partnership for the three most recent years;

(g) a copy of the seven most recent annual returns filed with the Registrar by the limited partnership pursuant to section 22;

(h) a copy of any record made by the limited partnership during the past three years, of any consent given or vote taken by any partner pursuant to this Part or the limited partnership agreement;
(i) unless contained in a limited partnership agreement made in a record, a record stating—

(i) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;

(ii) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;

(iii) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and

(iv) any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.

(2) A limited partner may, upon giving ten days notice in writing to the limited partnership, inspect and copy required information during regular business hours in the limited partnership’s principal office, and the limited partner need not have any particular purpose for seeking the information.

(3) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may obtain from the limited partnership, and inspect and copy, full and accurate
information regarding the state of the activities and financial condition of the limited partnership and other information regarding the activities of the limited partnership as is just and reasonable, if—

(a) the limited partner seeks the information for a purpose reasonably related to the partner’s interest as a limited partner;

(b) the limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and

(c) the information sought is directly connected to the limited partner’s purpose.

(4) Within ten days after receipt of a notice made pursuant to subsection (2),the limited partnership in a record shall inform the limited partner that made the demand—

(a) what information the limited partnership will provide in response to the demand;

(b) when and where the limited partnership will provide the information; and

(c) if the limited partnership declines to provide any demanded information, the limited partnership’s reason for declining.

(5) Subject to subsection (7),a person dissociated as a limited partner may inspect and copy required information during regular business hours in the limited partnership’s principal office if—

(a) the information pertains to the period during which the person was a limited partner;

(b) the person seeks the information in good faith; and

(c) the person meets the requirements of subsection (3).

(6) In the case of subsection (4), the limited partnership shall respond to a demand made pursuant to subsection (5) in the same manner as provided in subsection (4).

(7) If a limited partner dies, section 72 applies.

(8) The limited partnership may impose reasonable restrictions on the use of information obtained under this section and, in any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

(9) A limited partnership may charge a person that makes a demand under this section, reasonable costs of copying, limited to the costs of labour and material.

(10) Whenever the provisions of Part III or a limited partnership agreement provides for a limited partner to give or withhold consent to a matter, the limited partnership shall, before the consent is given or withheld, without demand provide the limited partner with all the information known to the limited partnership that is material to the limited partner’s decision.

(11) A limited partner or person dissociated as a limited partner may exercise the rights under this section through an attorney in fact or other agent, and any restriction imposed under subsection (8) or by the limited partnership agreement, applies both to the attorney in fact or other agent and to the limited partner or person dissociated as a limited partner.

(12) The rights stated in this section do not extend to a person as transferee, but may be exercised by the legal representative of an individual under legal disability who is a limited partner or a person dissociated as a limited partner.

 

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PART II

 

Limited Partnerships without Separate Legal Personality


29.—(1) In this Part, references to a “limited partnership” means a limited partnership formed and governed under this Part.

(2) A limited partnership formed and governed under this Part is not an entity distinct from its partners and accordingly does not have separate legal personality and perpetual succession.

 

30.—(1) A limited partnership maybe formed in the manner provided for in this section and shall be subject to the conditions provided for in this Part.

(2) In order for a limited partnership to be formed under this Part, a person who proposes to become a partner shall file with the Registrar, a statement, and other records in the prescribed form, signed by all of the persons proposing to be general partners, containing the following particulars—

(a) the firm name, which shall include the words limited partnership or either of the abbreviations, L.P. at the end as part of its name or LLLP or L.L.L.P. where the person is making such an election in accordance with section 36;

(b) the general nature of the business;

(c) the street and mailing address of its principal office;

(d) if the principal office is not located in Jamaica, the name and street and mailing address of the agent for service of process;

(e) the full name of each of the partners and a statement as to whether they are general partners or limited partners;

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

(g) a statement that the partnership is a limited partnership;

(h) the sum contributed by each limited partner, whether paid in cash or otherwise; and

(i) the name or names of the general partner or general partners authorized to sign statements or other records required to be filed under this Act.

(3) If the Registrar is satisfied that the provisions of subsection (2) have been complied with then, subject to section 18, the Registrar shall issue to the limited partnership a certificate of limited partnership and enter the name and any other particulars relating to the limited partnership, as may be prescribed, in the Register.

(4) A partnership registered under subsection (2) shall be subject to the conditions provided for in this Part.

(5) If any provision of a limited partnership agreement is inconsistent with the information contained in the prescribed form referred to in subsection (1), or with a filed statement of dissociation, a filed statement of termination, a filed statement of change or filed articles of conversion or merger—

(a) the limited partnership agreement prevails as to partners and transferees; and

(b) the filed statement of dissociation, filed statement of termination, filed statement of change, or filed articles of conversion or merger,  shall prevail as to persons, other than partners and transferees, who reasonably rely on the filed record to their detriment.

(6) A limited partnership shall consist of—

(a) one or more persons to be called general partners, who shall be liable for all debts and obligations of the firm; and

(b) one or more persons to be called limited partners, who—

(i) shall, at the time of entering into such partnership, contribute thereto a sum or sums as capital or property valued at a stated amount as capital; and

(ii) shall not be liable for the debts or obligations of the firm beyond the amount so contributed.

(7) A body corporate or a company may be a limited partner; and in construing the provisions of this Part, reference to partners or limited partners shall be construed as including references to partners or limited partners, as the case may be, that are bodies corporate or companies.

(8) During the continuance of the limited partnership, a limited partner shall not, either directly or indirectly, draw out or be refunded any part of his contribution, and if he does so draw out or is refunded any such part of his contribution, he shall be liable for the debts and obligations of the firm up to the amount so drawn out or refunded.

(9) An obligation of a limited partnership whether arising in contract, tort or otherwise is not the obligation of a limited partner.

31. Every registered limited partnership to which this Part applies, shall as from the date of the registration, have the words “Limited
Partnership”, or either of the abbreviations “L.P”. or “LP,” as part of its
name.
32.—(1) The provisions of sections 39 to 51 of the Partnership (General) Act shall apply to dissolution of limited partnerships formed under this Part, subject to the following—

(a) limited partners have no authority to bind the limited partnership;

(b) section 46 of the Partnership (General) Act shall not apply to limited partners;

(c) where—

(i) a limited partnership has not been entered into for a specified term; and
(ii) all of the limited partners of the limited partnership either leave the limited partnership or opt, in accordance with the limited partnership agreement, to become general partners instead, the limited partnership shall be regarded in law as having technically dissolved.

(2) Where the limited partnership is regarded as being technically dissolved, under subsection (l)(c)(ii) the business of the limited partnership may, at the option of the partners, be—

(a) subject to the procedure for dissolution in accordance with sections 39 to 51 of the Partnership (General) Act; or

(b) continue as a new general partnership formed and governed under Part II of the Partnership (General) Act.

 

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PART III

 

Limited Partnerships with Separate Legal Personality


33.—(1) In this Part unless otherwise stated “limited partnership”  means a limited partnership formed and governed under this Part.

(2) A limited partnership formed and governed under this part is an entity distinct from its partners and accordingly has separate legal personality and perpetual succession.

(3) A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the limited partnership agreement or violation of a duty to the partnership.

(4) A limited partnership that makes an election under this Part shall continue as the same legal entity after the election takes effect.

 

34.—(1) In order for a limited partnership to be formed under this Part, a person who is proposed to become a general partner shall file with the Registrar, a statement, in such form, if any, as may be prescribed, signed by all of the persons proposing to be partners, containing the following particulars—

(a) the name of the limited partnership, which shall contain—

(i) the word Limited Liability Limited Partnerships or the abbreviations LLLP where the person is making an election under section 36; or

(ii) the word Limited Partnership Entity or L.P.E where the person is not making an election under section 36;

(b) the principal office of the partnership and of one office in Jamaica if there is one;

(c) the names and addresses of all the partners or of an agent appointed and maintained by the partnership;

(d) the full name and the street and mailing address of each partner and a statement as to whether they are general or limited partners; and

(e) whether the limited partnership is a LLLP.

(2) The form prescribed for the purpose of subsection (1) may also contain any other matters but may not vary or otherwise affect the provisions specified in section 37(3) in a manner inconsistent with that section.

(3) If the Registrar is satisfied that the provisions of this section have been complied with then, subject to section 18, the Registrar shall issue to the limited partnership a certificate of limited partnership.

(4) If any provision of a limited partnership agreement is inconsistent with the information captured in the prescribed form referred to in subsection (1)or with a full statement of dissolution, a filed statement of termination, a filed statement of charge or filed articles of conversion or merger—

(a) the limited partnership agreement prevails as to partners and transferees; and

(b) the filed statement of dissolution, filed statement of termination, filed statement of charge or filed articles of conversion or merger shall prevail as to persons other than partners and transferees, who reasonably rely on the filed record to their detriment.

(5) A limited partnership under this Part comes into existence on the date when a certificate of limited partnership is issued by the Registrar in accordance with subsection (3).

 

35.—(1) A limited partnership formed and governed under Part II may, subject to the terms of its limited partnership agreement, elect to register under this Part to become a limited partnership with separate legal personality. (2) In order to give effect to the election under subsection (1), the limited partnership shall complete and file with the Registrar a statement of election, in such form as may be prescribed, and shall pay the prescribed fee.

(3) A statement of election under subsection (2) shall include the phrase or abbreviations under section 30(2)(a) which the limited partnership intends to adopt.

(4) Upon receipt by the Registrar of the statement of election and the prescribed fee under subsection (2), the Registrar shall, upon being reasonably satisfied that the statement has been—

(a) duly completed; and

(b) signed by each of the applicants or on their behalf by persons with authority to bind them, as the case may be, issue to the limited partnership a new certificate of limited partnership which shall include a statement that the limited partnership has been registered and has separate legal personality.

(5) A certificate of limited partnership issued under subsection (4) shall have the effect of cancelling the earlier certificate of limited partnership issued to the limited partnership when it was a partnership formed or governed under Part II.

 

36.—(1) A limited partnership whether formed under Part II or under this Part that did not, at the time of formation, elect to be a LLLP may, subject to its limited partnership agreement, at any subsequent time, elect to become a LLLP by completing and filing with the Registrar a statement or election in such form as may be prescribed, and paying the prescribed fee.

(2) A limited partnership shall at the time of filing a certificate of election under subsection (1), tender for cancellation by the Registrar, its certificate of registration issued under Part II or this Part.

(3) A limited partnership that makes an election under this section shall continue as the same legal entity after the election takes effect.

(4) A limited partnership that has elected to be a LLLP at the time of formation, or a limited partnership that subsequently elects to become a LLLP, may, subject to the limited partnership agreement, at any time relinquish that status and revert to being a limited partnership entity upon completing and filing with the Registrar a  statement of election in such form as may be prescribed, and upon paying the prescribed fee, and shall thereafter use the phrase or abbreviation specified in section 31 or 34(l)(a)(ii).

(5) Subject to any agreement to the contrary between the partners, where a limited partnership elects to become a LLLP, the effect of such election shall be that—

(a) the liability of each general partner for debts and other liabilities incurred by the LLLP shall be limited to the amount of capital, if any, contributed by that general partner;

(b) each of the limited partners of the LLLP shall be limited to the amount of capital contributed by that partner; and

(c) notwithstanding that both the limited partners and the general partners have limited liability, the general partners of the LLLP continue to be responsible for the management of the business of the LLLP to the exclusion of the limited partners.

(6) Subject to the limited partnership agreement, there shall be no limit to the number of times that a limited partnership may again elect to again become an LPE after having relinquished that status, neither shall there be any limit to the number of times that a LLLP may relinquish that status.

 

37.—(1) Except as otherwise provided in subsection (3), a limited
partnership agreement governs relations among the partners and between the partners and the limited partnership.

(2) Subject to subsection (3), to the extent that the limited partnership agreement does not otherwise provide, this Part governs relations among the partners and between the partners and the limited partnership.

(3) A limited partnership agreement may not—

(a) vary a limited partnership’s power under section 33 to sue, be sued and defend in its own name;

(b) vary the law applicable to limited partnerships;

(c) vary the requirements of section 8;

(d) vary the information required under section 28 or unreasonably restrict the right to information under section 28 or 51;

(e) unreasonably restrict the right of access to books and records under section 51;

(f) eliminate the duty of loyalty under section 52(2);

(g) unreasonably reduce the duty of care under section 52(3);

(h) eliminate the obligation of good faith and fair dealing under sections 43(2) and 52(4);

(i) vary the power of a person to dissociate as a general partner under section 65(1) except to require that the notice under section 64 (a) be in writing;

(j) vary the power of a court to decree dissolution in the circumstances specified in section 74;

(k) vary the requirement to wind up the partnership’s business as specified in section 76;

(l) unreasonably restrict the right to maintain an action under sections 95 to 98;

(m) restrict the right of a partner under section 109(1) to approve a conversion or merger or the right of a general partner under section 108(2) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is an LLLP; or

(n) restrict rights under this Part of a person other than a partner or a transferee.

(4) Notwithstanding paragraph (d)of subsection(3),a limited partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.

(5) A limited partnership agreement may—

(a) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable;

(b) specify the number or percentage of partners which may authorise or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; and

(c) prescribe the standards by which the performance of the obligation is to be measured, if the standards are not unreasonable.

 

38.—(1) In order to resign as an agent for service of process of a limited partnership or a foreign limited partnership, the agent shall file with the Registrar a statement of resignation containing the name of the limited partnership or foreign limited partnership with which the agent is employed.

(2) The resignation of an agent for service of process of a limited partnership is effective on the thirtieth day after the statement of resignation is filed with the Registrar.

 

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Provisions in relation to Limited Partners


39.—(1) An agent for service of process appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice, or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership.

(2) If a limited partnership or foreign limited partnership does not have an office in Jamaica and fails to appoint or maintain an agent for service of process in Jamaica or the agent for service of process cannot with reasonable diligence be found at the agent’s address, service of any process, notice or demand on the limited partnership or foreign limited partnership may be made by registered mail to the limited partnership or foreign limited partnership at its designated office or principal office.

(3) Service is effected under subsection (2) at the earliest of—

(a) the date the limited partnership or foreign limited partnership receives the process, notice or demand;

(b) the date shown on the return receipt, if signed on behalf of the limited partnership or foreign limited partnership; or

(c) ten days after the process, notice or demand is deposited in the mail, if mailed postpaid and correctly addressed.

(4) This section does not affect the right to serve process, notice, or demand in any other manner provided by law.

 

 40. A person becomes a limited partner—

(a) as provided in the limited partnership agreement;

(b) as the result of a conversion or merger under sections 100 to 110; or

(c) with the consent of all the partners.

 

41. A limited partner shall not have the right or the power as a limited partner to bind the partnership.

 

42. A limited partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.

 

43.—(1) Subject to any agreement to the contrary, a limited partner shall not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.

(2) A limited partner shall discharge the duties to the partnership and the other partners under this Part or under the limited partnership agreement, and exercise any rights, consistently with the obligation of good faith and fair dealing.

(3) A limited partner does not violate a duty or an obligation under this Part or under the limited partnership agreement merely because the limited partner’s conduct furthers the limited partner’s own interest.


44.—(1) Subject to subsection (2) where a person makes an investment in a business enterprise and erroneously, but in good faith, believes that in making the investment he has become a limited partner, the person shall not be liable for the obligations of the enterprise by reason of making or exercising any rights of or appropriate to a limited partner if on ascertaining the mistake the person—

(a) causes an appropriate statement of change or a statement of correction, to be signed and filed with the Registrar; or

(b) withdraws from future participation as an owner in the enterprise by signing and filing with the Registrar a statement of withdrawal under this section.

(2) A person who makes an investment as described in subsection (1) is liable to the same extent as a general partner to any third party that enters into a transaction with the limited partnership believing in good faith that the person is a limited partner, before the limited partnership files with the Registrar—

(a) a statement of change;

(b) a statement of correction; or

(c) a statement of withdrawal, to show that the person is not a general partner.

(3) If a person makes a diligent effort in good faith to comply with subsection (l)(a)and is unable to cause the appropriate statement to be signed and filed with the Registrar, the person has the right to withdraw from the enterprise pursuant to subsection (l)(b) even if the withdrawal would otherwise breach an agreement with others that are, or have agreed to become, co-owners of the enterprise.

 

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Provisions relating to General Partners

 

45. A person becomes a general partner—

(a) as provided in the limited partnership agreement;

(b) under section 73(c)(ii)following the dissociation of a  limited partnership’s last general partner;

(c) as a result of a conversion or merger under sections 100 to 110; or

(d) with the consent of all the partners.

 

46.—(1) Each general partner is an agent of the limited partnership for the purposes of it activities.

(2) An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership, binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under section 25(3), that the general partner lacked authority.

(3) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorised by all the other partners.

 

47.—(1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with the authority of the limited partnership.

(2) If, in the course of the limited partnership’s activities or while acting with the authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.

 

48.—(1) Except as otherwise provided in subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.

(2) A person that becomes a general partner of the limited partnership is not personally liable for an obligation of the limited partnership incurred before the person became a general partner.

(3) An obligation of a limited partnership incurred while the limited partnership is an LLLP, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership, and a general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner.

(4) Subsection(3)applies despite anything inconsistent in the limited partnership agreement that existed immediately before the consent required to become an LLLP under section 50(2)(b).

 

49.—(1) Subject to section 48, a general partner of a limited partnership may be joined in an action against the limited partnership or named in a separate action.

(2) A judgment against the limited partnership is not by itself a judgment against a general partner, and may not be satisfied from a general partner’s assets unless there is also a judgement against the general partner.

(3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under section 48 and—

(a) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(b) the limited partnership is bankrupt;

(c) the general partner has agreed that the creditor need not exhaust the limited partnership’s assets;

(d) the Court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that—

(i) the limited partnership’s assets that are subject to execution are clearly insufficient to satisfy the judgment;

(ii) exhaustion of the limited partnership’s assets is excessively burdensome; or

(iii) the grant of permission is an appropriate exercise of the Court’s equitable powers; or

(e) liability is imposed on the general partners by law or contract independent of the existence of the limited partnership.

 

50.—(1) Each general partner shall have equal rights in the management and conduct of the limited partnership’s activities and, except as expressly provided in this Part, or as otherwise expressly provided in the limited partnership agreement, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners.

(2) The consent of each partner is necessary to—

(a) amend the limited partnership agreement;

(b) apply to the Registrar to have the certificate of limited partnership amended to add or, subject to section 109, delete a statement that the limited partnership is an LLLP; and

(c) sell, lease, exchange or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the goodwill, other than in the usual and regular course of the limited partnership’s activities.

(3) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property.

(4) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.

(5) A payment or an advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (3) or (4) constitutes a loan to the limited partnership.

(6) Except as otherwise provided in the partnership agreement, a general partner is not entitled to remuneration for services performed for the limited partnership.

 

51.—(1) A general partner, without having or stating any particular purpose for seeking the information, may inspect and copy during regular business hours—

(a) in the limited partnership’s principal office, required information; and

(b) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership’s activities and financial condition.

(2) Each general partner and the limited partnerships shall furnish to another general partner—

(a) without demand, any information concerning the limited partnership’s activities and activities reasonably required for the proper exercise of the latter general partner’s rights and duties under the limited partnership agreement or this Part;

(b) on demand, any other information concerning the limited partnership’s activities, except to the extent that the demand or the information demanded is unreasonable or otherwise improper under the circumstances.

(3) Subject to subsection(5), upon ten days notice made in a  record received by the limited partnership, a person dissociated as a general partner of the limited partnership may have access to the information and records described in subsection (1) at the location specified in subsection (1),if—

(a) the information or records pertain to the period during which the person was a general partner;

(b) the person, in good faith, seeks information or desires to view the record; and

(c) the person satisfies the requirements imposed on a limited partnership by section 28(3).

(4) The limited partnership shall respond to a demand made pursuant to subsection (3) in the same manner as provided in section 28(4).

(5) If the general partner dies, section 72 applies.

(6) The limited partnership may impose reasonable restrictions on the use of information under this section and, in any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness.

(7) A limited partnership may charge a person dissociated as a general partner of the limited partnership, that makes a demand under this section, reasonable costs of copying, limited to the costs of labour and material.

(8) A general partner or person dissociated as a general partner of a limited partnership may exercise the rights under this section through an attorney in fact or other agent, and any restriction imposed under subsection (6) or by the limited partnership agreement applies both to the attorney in fact or other agent and to the general partner or person dissociated as a general partner.

(9) The rights under this section do not extend to a person as transferee, but the rights under subsection (3) of a person dissociated as a general partner may be exercised by the legal representative of an individual who dissociated as a general partner under section 64.

 

52.—(1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duty of loyalty and the duty of care under subsections (2) and (3) respectively.

(2) A general partner’s duty of loyalty to the limited partnership and the other partners is limited to the following—

(a) to account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the general partner in the conduct and winding up of the limited partnership’s activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity;

(b) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership’s activities as or on behalf of a party having an interest adverse to the limited partnership; and.

(c) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership’s activities.

(3) A general partner’s duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership’s activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or knowing violation of law.

(4) A general partner shall discharge the duties to the partnership and the other partners under this Part or under the limited partnership agreement and exercise any rights consistently with the obligation of good faith.

(5) A general partner does not violate a duty or obligation under this Part under the limited partnership agreement merely because the general partner’s conduct furthers the general partner’s own interest.

(6) This section shall apply to a person who is in charge of the winding up of the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.

 

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Contributions and Distributions


53. Subject to the provisions of the limited partnership agreement, a contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.

 

54.(1) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner’s death, disability, or other inability to perform personally.

(2) If a partner does not make a promised non-monetary contribution, the partner is obligated, at the option of the limited partnership, to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution which has not been made.

(3) The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this Part may be compromised only by consent of all the partners.

(4) A creditor of a limited partnership that extends credit or otherwise acts in reliance on an obligation described in subsection (1), without notice of any compromise under subsection (3), may enforce the original obligation.

 

55. Subject to the provisions of the limited partnership agreement, a distribution by a limited partnership shall be shared among the partners on the basis of value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner.

 

56. A partner does not have a right to any distributions before the dissolution and winding up of the limited partnership, unless the limited partnership decides to make a distribution.

 

57. A person shall not have the right to receive a distribution from a limited partnership on account of dissociation from the limited partnership.

 

58.—(1) Subject to the provisions of the limited partnership agreement, a partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash.

(2) A limited partnership may distribute an asset in kind to the extent that each partner receives a percentage of the asset equal to the partner’s share of distributions.

 

59.—(1) When a partner in a limited partnership or transferee of such a partner becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

(2) Nothwithstanding subsection (1), the limited partnership’s obligation to make a distribution is subject to a right of set off for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made.

 

60.—(1) A limited partnership may not make a distribution in violation of the limited partnership agreement.

(2) A limited partnership may not make a distribution if after the distribution-

(a) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership’s activities; or

(b) the limited partnership’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of partners whose preferential rights are superior to those of persons receiving the distribution.

(3) A limited partnership may base a determination that a distribution is not prohibited under subsection (2) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(4) Except as otherwise provided in subsection (7), the effect of a distribution under subsection (2) is measured—

(a) in the case of distribution by purchase, redemption, or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and

(b) in all other cases, as of the date—

(i) the distribution is authorised, if the payment occurs within one hundred and twenty days after that date; or

(ii) the payment is made, if the payment occurs more than one hundred and twenty days after the distribution is authorised.

(5) Unless otherwise agreed between the partners, a limited partnership’s indebtedness to a partner as part of a distribution that is not in contravention of this section, ranks pari passu with the limited partnership’s indebtedness to its general, unsecured creditors.

(6) A limited partnership’s indebtedness, including indebtedness issued in connection with or issued as part of a distribution, is not considered a liability for purposes of subsection (2) if the terms of the indebtedness provide that payment of principal and interest is made only to the extent that a distribution could then be made under this section.

(7) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.

 

61.—(1) A general partner that consents to a distribution made in violation of section 60 is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation, if it is established that in consenting to the distribution the general partner failed to comply with section 53.

(2) A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of section 60 is personally liable to the limited partnership, but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid under section 60.

(3) A general partner against whom an action is commenced under subsection (1) may counter claim against—

(a) any other person that is liable under subsection (1) and compel contribution from the person; and

(b) any person that received a distribution in violation of subsection (2) and compel contribution from the person in the amount the person received in violation of subsection (2).

(4) An action under this section is barred if it is not commenced within two years after the distribution.

 

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Dissociation


62.—(1) Subject to the provisions of the limited partnership agreement, a person shall not have a right to dissociate as a limited  partner before the termination of the limited partnership.

(2) Notwithstanding subsection (1), a person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events—

(a) the limited partnership’s receiving notice of the person’s express will to withdraw as a limited partner or on a later date specified by that person in which event the dissociation shall take effect on that date which shall not be a date prior to the date the notice is received;

(b) an event agreed to in the limited partnership agreement as causing the person’s dissociation as a limited partner;

(c) the person’s expulsion as a limited partner pursuant to the limited partnership agreement;

(d) the person’s expulsion as a limited partner by the unanimous consent of the other partners if—

(i) it is unlawful to carry on the limited partnership’s activities with the person as a limited partner;

(ii) there has been a transfer of all of the person’s transferable interest in the limited partnership, other than—

(A) a transfer for security purposes; or

(B) an order of the Court charging the person’s interest, which has not been enforced by way of execution against the transferable interest;

(iii) the person is a body corporate and, within ninety days after the limited partnership notifies the person that it will be expelled as a limited partner because—

(A) it has filed a certificate of dissolution or the equivalent;

(B) its charter has been revoked; or

(C) its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(iv) the person is a body corporate and within ninety days the limited partnership notifies the person that he will be expelled as a limited partner because—

(A) an order for the winding-up of the body corporate has been made by the Court and the order has not been rescinded or the dissolution has not been declared void by the Court;

(B) a resolution for the winding-up of the body corporate has been filed and the dissolution of the body corporate has not been declared void by the Court;

(C) it has been otherwise dissolved in accordance with the law of the jurisdiction of its incorporation;

(e) the person’s expulsion as a limited partner by judicial order, on application by the limited partnership because—

(i) the person engaged in wrongful conduct that adversely and materially affected the limited partnership’s activities;

(ii) the person wilfully or persistently committed a material breach of the limited partnership agreement or of the obligation of good faith and fair dealing under section 43(2); or

(iii) the person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities with the personas limited partner;

(f) in the case of a person who is an individual, the person’s death;

(g) in the case of a person that is or is acting as a limited partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;

(h) in the case of a person that is acting as a limited partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;

(i) the existence of a limited partner that is not an individual, a partnership, an LLC, a body corporate, a trust or an estate is terminated; or

(j) the limited partnership’s participation in a conversion or merger under sections 100 to 110, if the limited partnership—

(i) is not the converted or surviving entity; or

(ii) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a limited partner.

 

63.—(1) Upon a person’s dissociation as a limited partner—

(a) subject to section 72,the person does not have further rights as a limited partner;

(b) the person’s obligations of good faith as a limited partner under section 43(2) continue only as to matters arising and events occurring before the dissociation; and

(c) subject to sections 73 and 100 to 110, any transferable interest owned by the person in that person’s capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.

(2) A person’s dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a limited partner.

 

64. A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events—

(a) the receipt by the limited partnership of notice of the person’s express will to withdraw as a general partner on a date specified by the person in which extent the dissolution shall take effect on that date which shall not be a date prior to the date the notice is received;

(b) an event agreed to in the limited partnership agreement as causing the person’s dissociation as a general partner;

(c) the person’s expulsion as a general partner pursuant to the limited partnership agreement;

(d) the person’s expulsion as a general partner by the unanimous consent of the other partners if—
(i) it is unlawful to carry on the limited partnership’s activities with the person as a general partner;

(ii) there has been a transfer of all or substantially all of the person’s transferable interest in the limited partnership, other than—

(A) a transfer for security purposes; or

(B) an order of the Court charging the person’s interest, which has not been enforced by way of execution against the transferable interest;

(iii) the person is a body corporate, and within ninety days after the limited partnership notifies the person that it will be expelled as a general partner because—

(A) it has filed a certificate of dissolution or the equivalent;

(B) its charter has been revoked; or

(C) its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(e) the person’s expulsion as a general partner by judicial determination, on application by the limited partnership because—

(i) the person engaged in wrongful conduct that adversely and materially affected the limited partnership’s activities;

(ii) the person wilfully or persistently committed a material breach of the limited partnership agreement or of a duty owed to the partnership or the other partners under section 52; or

(iii) the person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;

(iv) the person is a body corporate and within ninety days the limited partnership notifies the person that he will be expelled as a limited partner because —

(A) an order for the winding-up of the body corporate has been made by the Court and the order has not been recinded or the dissolution has not been declared void by the Court;

(B) are solution for the winding-up of the body corporate has been filed and the dissolution of the body corporate has not been declared void by the Court;

(C) it has been otherwise dissolved in accordance with the law of the jurisdiction of its incorporation;

(f) the person’s

(i) becoming a bankrupt;

(ii) execution of an assignment for the benefit of creditors;

(iii) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person, or of all, or substantially all of the person’s property; or

(iv) failure, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the general partner or of all, or substantially all, of the person’s property obtained without the person’s consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;

(g) in the case of a person who is an individual—

(i) the person’s death;

(ii) the appointment of a guardian or general conservator of the person or the making of an order under section 29 of the Mental Health Act with respect to the person; or

(iii) a judicial determination that the person has otherwise become incapable of performing the person’s duties as a general partner under the limited partnership agreement;

(h) in the case of a person that is a trust or is acting as general partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;

(i) in the case of a person who is or is acting as a general partner by virtue of being a personal representative of an estate, distributions of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;

(j) the existence of a general partner that is not an individual or a partnership, trust or an estate is terminated; or

(k) the limited partnership’s participation in a conversion or merger under sections100to 110, if the limited partnership—

(i) is not the converted or surviving entity; or

(ii) is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.

 

65.—(1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to section 64(a).

(2) Notwithstanding subsection (1), a person’s dissociation as a general partner is wrongful only if—

(a) it is in breach of an express provision of the limited partnership  agreement; or

(b) it occurs before the termination of the limited partnership, and:—

(i) the person withdraws as a general partner by express will;

(ii) the person is expelled as a general partner by judicial determination under section 64(e);

(iii) the person is dissociated as a general partner by becoming a bankrupt; or

(iv) in the case of a person that is not an individual, the person is expelled or otherwise dissociated as a general partner because it wilfully dissolved or terminated its existence.

(3) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to section 94, to the other partners for damages caused by the dissociation.

(4) The liability referred to in subsection (3) is in addition to any other obligation of the general partner to the limited partnership or to the other partners.

 

66.—(1) Upon a person’s dissociation as a general partner—

(a) the person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates;

(b) the person’s duty of loyalty as a general partner under section 52(2)(c)terminates;

(c) the person’s duty of loyalty as a general partner under paragraphs (a) and (b) of section 52(2) and duty of care under section 52(3) continue only with regard to matters arising and events occurring before the person’s dissociation as a general partner;

(d) the person may sign and file with the Registrar a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign a request for an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and

(e) subject to sections 72 and 101 to 111, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a general partner is owned by the person as a mere transferee.

(2) A person’s dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners which the person incurred while a general partner.

 

67.—(1) After a person is dissociated as a general partner and  before the limited partnership is dissolved, converted under sections  99 to 110, or merged out of existence under sections 99 to 110, the limited partnership is bound by an act of the person only if-

(a) the act would have bound the limited partnership under section 49 before the dissociation; and

(b) at the time another party enters into a transaction with the dissociated person in his purported capacity as a general partner

(i) less than two years has passed since the dissolution; and

(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.

(2) If a limited partnership is bound under subsection(1), the person dissociated as a general partner who or which, as the case may be, caused the limited partnership to be bound is liable—

 

(a) to the limited partnership for any loss or damage caused to the limited partnership arising from the obligation incurred under subsection (1); and
(b) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.

 

68.—(1) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before the dissociation and, except as otherwise provided in subsections (2) and (3), the person is not liable for a limited partnership’s obligation incurred after dissociation.
(2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership’s activities is liable to the same extent as a general partner under section 48 on an obligation incurred by the limited partnership under section 77;
(3) A person that has dissociated as a general partner but whose dissociation did not result ina dissolution and winding up of the limited partnership’s activities is liable on a transaction entered into by the limited partnership with one or more other parties after the dissociation only if—
(a) a general partner would be liable on the transaction; and
(b) at the time the other party enters into the transaction—
(i) less than two years has passed since the dissociation; and (ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.
(4) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
(5) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership’s creditor, with notice of the person’s dissociation as a general partner but without the person’s consent, agrees to a material alteration in the nature or time of payment of the obligation.

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Transferable Interests and Rights of Transferees and Creditors


69.The only interest of a partner which is transferable is the partner’s  transferable int
erest, and a transferable interest is personal property.


70.—(1) A transfer, in whole or in part, of a partner’s transferable interest does not—
(a) by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities; and
(b) against the other partners or the limited partnership, entitle the transferee to—
(i) participate in the management or conduct of the limited partnership’s activities;
(ii) require access to information concerning the limited partnership’s transactions, except as otherwise provided in subsection (3); or
(iii) inspect or copy the required information or the limited partnership’s other records.
(2) A transferee has a right to receive, in accordance with the transfer—
(a) distributions to which the transferor would otherwise be entitled; and
(b) upon the dissolution and winding up of the limited partnership’s activities, the net amount otherwise distributable to the transferor.
(3) In a dissolution and winding up, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.
(4) Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
(5) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership has notice of the transfer.
(6) A transfer of a partner’s transferable interest in the limited partnership in violation of a restriction on transfer contained in the limited partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(7) A transferee that becomes a partner with respect to a transferable interest is liable for the transferor’s obligations undersections 54 and 61.
(8) Notwithstanding subsection (7), the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.


71.—(1)The Court may, on application by any judgment creditor of a partner or transferee of such a partner, charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest and, to the extent so charged, the judgment creditor has only the rights of a transferee.
(2) The Court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order.(3) Subject to the provisions of the Security Interests in Personal Property Act, a charging order constitutes a security interest on the judgment debtor’s transferable interest and, as such, the Court may order a writ of execution upon the interest subject to the charging order at any time, whereupon the purchaser shall have the rights of a transferee.

 

 

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