LIMITED PARTNERSHIPS ORDINANCE, 1912

LIMITED PARTNERSHIPS ORDINANCE, 1912

No. 14 of 1912, incorporated in No. 9 of 19122

No. 15 of 1912, incorporated in No. 3 of 1890.

No. 16 of 1912, incorporated generally


No. 17 of 1912, incorporated generally.

No. 18 of 1912.

To establish limited partnership. [in force 1st June, 1912]

1-(1) The limited Partnerships Ordinance, 1912.

(2) This Ordinance shall apply to such partnerships carrying on
business in the Colony as in the opinion of the Registrar of Com-
panies can properly be described as Non-Chinese Partnerships.

2. In this Ordinance :-

Firm , firm name and ' business ' have the same mean-
ing., as in the partnership Ordinaxice, 1897.

General Partner ' shall mean any partner who is not a limited
partner -,is defined by this Ordinance.

- Registrar of Conipanies - shall mean the officer appointed for
the registration of companies under the Companies Ordinance,
1911.

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

(2) A limited partnership shall not consist, in the case of a part-
nership carrying on the business of banking, of more than 20
persons, and, in the case of any other partnership, of more than

20 persons, and must consist of one or more persons called
general partners, who shall be liable for all debts and obligations of
the firm, and one. or more persons to be called limited partners.
who shall at the time of entering into such partnership contribute
thereto a sum or sums as capital or property valued at a stated
amount, and who shall not be liable for the debts or obligations of
the firm beyond the amount so contributed.





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


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

1. Every limited partnersbip must be registered as such in accord-
ance with the provisions of this Ordinance, or in default thereof it
shall be deemed to be a general partnership, and every limited
partner shall be deemed to be a general partner.

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

Provided that a limited partner may by himself or his agent at

any time inspect the books of' the firm and examine into the state
and prospects or the partnership btisiness, and may advise with the
partners thereon.

If a limited partner takes in the management of the part-

nership business he shall be liable for all debts and obligations or

the firm incurred while he so takes, part, in the management as
though he were a general partner.

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

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

(4) Applications to the Court to wind up a limited partnership
shall be by petition under the Companies Ordinance, 1911, and the
provisions of that Ordinance relating to the winding up of companies,
by the Court and of the rules made thereunder (including provisions
as to fees) shall, subject to such modification ('If any) as the Gov-
ernor-in-Council may by rules provide, apply to the winding up
by the Court of limited partnerships, with the substitution of
general partners for directors.





(5) Subject to any agreement expressed or implied between the

partners,-

(a) any difierence 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 part-
ners, assign his share in the partnership, and upon such an assign-
ment the assignee shall become a limited partner with all the rights
of the assignor;

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

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

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

6. Subject to the provisions of this ordinance, the Partnership
Ordinance, 1897, and the rules of equity and of common law
applicable to partnerships, except so far as they are inconsistent
with the express provisions of the last mentioned Ordinance, shall
apply to limited partnerships.

7. The registration of a limited partnership shall be efrected by
sending by registered post or delivering to the registrar of Com-
panies a statement signed by the partners containing the following
particulars:

(a) the firm name;

(b) the general nature of the business

(c) the principal place of business;

(d) the full name of each of the partners

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

(f) a statement that the partDership is limited, and the descrip-
tion of every limited partner as such ;

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





8.-(1) If during the continuance of a limited partnership any
change is made or occurs in
(a) the firm name,
(b) the general nature of the business,
(c) the principal place of business,
(d) the partners or the name of any partner,
(e) the term or character of the Dartnership,
(f) the sum contributed by any limited partner,
(y) the liability of any partner by reason of his becoming a
limited instead ol a general partner or a general instead of a limited
partner,
a statement, signed by the firm, specifying the nature of the. change
shall within 7 days be sent by post or delivered to the Registrar
of Companies.

(2) If default is made incompliance with the requirements of
this section each of the general partners shall, on summary con-

viction, be liable to a fine not exceeding 10 dollars for each day
during which the default continues.

9. Notice of any arrangement or transaction under which any
person will cease to be a general partner in any firm, and will
become a limited partner in that firm, or under which the share
of a limited partner in a firm will be assigned to any person, shall
be forthwith advertised in the Gazette, and until notice of the
arrangement or transaction is so advertised the arrangement or
transaction shall, for the Inirposes of this Ordinance, be deemed to
be of no effect.

10. The statement of the amount contributed by a limited partner,
and a statement of any increase in that amount, sent to the Re-
gistrar for registration under this Ordinance, shall be charged with
an ad valorem stamp duty of $2.50 for every $1,000 and any frac-
tion of $1,000 over ally multiple on $1,000, of the amount so
contributed, or of the increase of that amount, as the case may be ;
and, in default of payment of stamp duty thercon as herein required,
the duty with interest thereon at the rate of 8 per cent. per
annum from the date of delivery of such statement shall be a joint
and several debt to His majesty, recoverable from the partners, or
any of them, in the said statements named, or in the case of an in-





crease, from all or any of the said partners whose discontinuance in
the firm shall not, before the date of delivery ol such statement of
-increase, have been duly notified to the Registrar of Companies.

11. Every one cominits a misdemeanor who makes, signs, sends,
or delivers for the purpose of registration under this Ordinance any
false statement known by him to be false or any incomplete state-
ment known by him to be incomplete.

12. On receiving any statement made in pursuance of this Ordi-
nance the Registrar of Companies shall cause the same to be filed,
and he shall send by registered post to the firm from whom such
statement shall have been received a certificate of the registration
thereof.

13. The Registral of Companies shall keep at his office, in proper
books to be provided for the purpose, a register and an index of all
the limited partnerships registered as aforesaid, and of all the state-

ments registered in relation to such partnerships.

14.-(1) Any person may Inspect the statements filed by the
Registrar of Companies, and there shall be paid for each such
inspection a fee of one dollar; and any person may require a certi-
ficate of the registration of a limited partnership, or a copy of or
extract from any registered statement, to be certified by the
Registrar of Companies, and there shall be paid for such certificate
of registration, certified copy, or extract such fees as the Court may
appoint, not exceeding $1 for the certificate of registration, and not
exceeding 80 cents for oach folio of 72 words.

(2) A certificate of registration, or a copy of or extract from any
statement registered under this Ordinance, if duly certified to be a
true copy under the hand of the Registrar of Companies or one of
the Deputy Registrars (whom it shall not be necessary to prove to
be the Registrar or Deputy Registrar) shall, in all legal proceedingS,
civil or criminal, and in all cases wbatsoever, be received in evidence.

15. The governor-in-council may make rules concerning any of
the following matters :-

(a) The fees to be paid to the Registrar of Companies under this
Ordinance so tbat they do not exceed in the case of the original,
registration of a limited partnership the sum of 20 dollars and in
any other case the sum of 3 dollars.
(b) The duties or additional duties to be performed by the Re-
gistrar of Companies for the purposes of this Ordinance.
(c) The performance by Deputy Registrars and other officers of
acts by this Ordinance required to be done by the Registrar of
Companies.

(d) The forms to be used for the purposes of this Ordinance.


(e) Generally the conduct and regulation of registration under
this Ordinance and any matters Incidental tbereto.
[s. 16, re.p. No. 43 of 1912]
Short title and application. Interpretation. 7 Ed. 7 c. 24 s. 3. No.1 of 1897. No.58 of 1911. Definition and constitution of limited partnership. Ib. s. 4. Registration of limited partnership required. 7 Ed. 7 c. 24 s. 5. Modifications of general law in case of limited. Partnerships. Ib. s. 6. No.58 of 1911. Laws as to private partnership to apply subject to this Ordinance. No. 1 of 1897. 7 Ed. 7 c. 24 s. 7. Manner and particulars of registration. Ib. s. 8. Registration of changes in partnerships. 7 Ed. 7 c. 24 s. 9. Advertisement in Gazette of statement of general partner becoming a limited partner and of assignment of share of limited partner. Ib. s. 10. Ad valorem stamp duty on contributions by limited partners. ib. s. 11. Making false returns to be misdemeanor. 7 Ed. 7 c. 24 s. 12. Registrar to file statement and issue certificate od registration. Ib. s. 13. Register and index to be kept. Ib. s. 14. Inspection of statements registered. Ib. s. 16. Powers of Governor-in-Council to make rules. ib. s. 17.

Short title and application. Interpretation. 7 Ed. 7 c. 24 s. 3. No.1 of 1897. No.58 of 1911. Definition and constitution of limited partnership. Ib. s. 4. Registration of limited partnership required. 7 Ed. 7 c. 24 s. 5. Modifications of general law in case of limited. Partnerships. Ib. s. 6. No.58 of 1911. Laws as to private partnership to apply subject to this Ordinance. No. 1 of 1897. 7 Ed. 7 c. 24 s. 7. Manner and particulars of registration. Ib. s. 8. Registration of changes in partnerships. 7 Ed. 7 c. 24 s. 9. Advertisement in Gazette of statement of general partner becoming a limited partner and of assignment of share of limited partner. Ib. s. 10. Ad valorem stamp duty on contributions by limited partners. ib. s. 11. Making false returns to be misdemeanor. 7 Ed. 7 c. 24 s. 12. Registrar to file statement and issue certificate od registration. Ib. s. 13. Register and index to be kept. Ib. s. 14. Inspection of statements registered. Ib. s. 16. Powers of Governor-in-Council to make rules. ib. s. 17.

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