LIMITED PARTNERSHIPS ORDINANCE, 1912

LIMITED PARTNERSHIPS ORDINANCE, 1912

No. 18 of 1912.

An Ordinance to establish limited partnerships.

[1st June, 1912.]

1.-(1) This Ordinance may be cited as the Limited
Partnerships Ordinacne, 1912.

(2) this Ordinance shall apply to such partnerships carry-
ing on business in the Colony as in the opinion of the
Registrar of Companies can properly be described as non-
Chinese partrnerships.

2. In this Ordinance,
(a) Firm, firm name, and business have the
same meanings as in the Partnership Ordinace, 1897.

(b) General partner shall mean any partner who is not
a limited partner as defined by this Ordinance.

(c) Registrar of Companies shall mean the officer
appointed for the registrationof companies uner the Com-
panies Ordinance, 1911.

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

(2) A limited partnership shall not consist in any case of
more than twenty persons, and must consist of one or more
perons called general patners, 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 enter-
ing into such partnership contribute thereto a sum or sums
as capital or property valued at a stated amount, and who
shall not ne 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 prt, shall be liable for
the debts and obligations of the firm up ot othe amount so
drawn out or recieved back.

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


* As amended by Law Rev. Ord., 1924.




































4. Every limited partnership must be retistered as such
in accordance with the provisions of this Ordinance, or in
default, thereof it shall be deemed to be general partner-
ship, and every limited partner shall be deemed to be a
gneral 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 al any time inspect the books of the firm and examine
into the state and prospects of the partneship business, and
may advise with the partners thereon.

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

(2) A limited partnership shall not be dissolved by hte
death or bankruptcy of a limited partner, and the lunacy of
a limited partner shall not bne a ground for dissolution of
the partnership by the court unless the lunactic's share
cannot be otherwise ascertained and realized.

(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) Application to the court to wind up a limited partner-
ship shall be by petition under trhe Companies Ordiancne,
1911, and the provisions of that Ordiannce 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 Governor in Council
may by rules rovide, appply to the winding-up by the court
of limited partnerships, with the substitution of general
partners for idrectors.

(5) Subject to any agreement expressed or implied be-
tween the partners,-

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


















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

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

(d) a peson 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.

6. Subject to the provisions of this Ordinance, the Part-
nership Ordinance, 1897, and rules of equity and of common
law applicable to patnerships, 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
effected by sending by registered post or delivering to the
Registrar of companies a statement signed by the partners
cntaining the following particulars:

(a) the firm name;

(b) the general nature of the business;

(c) the principal place of business;

(d) the fullname of each of the partners;

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

(f) a statement that the partnership is limited, and the
descriptio 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 pricicipal place of business,
(d) the partners or the name of any partner,
(e) the term or character of the partnership,
(f) the sum contributed by any limited partner,
(g) the liability of any partner by reason of his becoming
a limited instead of a general partner or a general instead of
a limited partner,

a statement, signed by the firm, specifying the nature of the
change shall within seven days be sent by post or delivered
to the Registrar of Companies.

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
purposes 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 Registrar for registration under this Ordinance, shall
be charged with and ad valorem stamp duty of $2.50 for every
$1,000 and any fraction of $1,000 over any multiple of
$1,000, of the amount so contributed, or of the increase of
that amounts, as the case may be; and, in default of payment
of stamp duty thereon as herein required, the duty with
interest thereon at the reate of eight per cent. per annum
from the date of delivery ofu such statement shall be a joint
and several debt to His majetsy, recoverable from the
partners, or any of them, in the said statements named, or
in the case of an increase, from all or any of the said
partners whose discontinuance in the firm shall not, before
the date of delivery of sucyh statement of increase, have been
duly notified to the Registrar of Companies.






























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

12. On receiving any statement made in pursusance of this
Ordinance, the Registrar of OCmpanies 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 certif-
icate of the registration thereof.

13. The Registrar of Companies shall keep at his office, in
property books to be provided for the purpose, a register and
an index of all the limited partnerships as aforesaid, and of
all the statements 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 inspector a fee fo one dolr; and any person may
require a certificate of the registraton of a limited partner-
ship, or a copy of or extract form any registered statement,
to be acertified 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
one dollar for the certificate of registration, and not exceed-
ing thirty cents for each folio of seventy-two words.

(2) A certificate of registraton, or a copy of or extraact
from any statement rgistered 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 the the Registrar or Deputy
Registrar) shall, in all legal proceedings, civil or criminal,
and in all cases whatsoever, be received in evidence.

15. It shall be lawful for the Governor in Council to make
rules concernig any of the following matters:

(1) the fees to be paid to the Registrar of Companies under
this Ordinance so that they do not exceed in the case of the
original registration of a limited partnership the sum of
twenty dolars and in any other case the sum of three dollars;

(2) the duties or additional duties to be performed by the
Registrar of Companies for the purposes of this Ordinance;
(3) the performance by Deputy Registrars and other officers
of acts by this Ordinance required to be done by the Registrar
of Companies;

(4) the forms to be used for the purposes of this Ordinance;
and

(5) generally the conduct and regulation of registration
under this Ordinance and any matters incidental thereto.

[s. 16, rep. No. 43 of 1912.]
[Originally No. 18 of 1912. Law Rev. Ord., 1924.] Short title and application. Interpretation. 7 Edw. 7, c. 24, s. 3. Ordinance No. 58 of 1911. Definition and constitution of limited partnership. 7 Edw. 7, c. 24, s. 4. Registration of limited partnership required. 7 Edw. 7, c. 24, s. 5. Modifications of general law in case of limited partnerships. 7 Edw. 7, c. 24, s. 6. Ordinance No. 58 of 1911. Law as to private partnership to apply subject to this Ordinance. 7 Edw. 7, c. 24, s. 7. Ordinance No. 1 of 1897. Manner and particulars of registration. 7 Edw. 7, c. 24, s. 8. Registration of changes in partnerships. 7 Edw. 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. 7 Edw. 7, c. 24, s. 10. Ad valorem stamp duty on contributions by limited partners. 7 Edw. 7, c. 24, s. 11. Making false returns to be misdemeanor. 7 Edw. 7, c. 24, s. 12. Registrar to file statement and issue certificate of registration. 7 Edw. 7, c. 24, s.13. Register and index to be kept. 7 Edw. 7, c. 24, s. 14. Inspection of statements registered. 7 Edw. 7, c. 24, s. 16. Power of Governor in Council to make rules. 7 Edw. 7, c. 24, s. 17.

[Originally No. 18 of 1912. Law Rev. Ord., 1924.] Short title and application. Interpretation. 7 Edw. 7, c. 24, s. 3. Ordinance No. 58 of 1911. Definition and constitution of limited partnership. 7 Edw. 7, c. 24, s. 4. Registration of limited partnership required. 7 Edw. 7, c. 24, s. 5. Modifications of general law in case of limited partnerships. 7 Edw. 7, c. 24, s. 6. Ordinance No. 58 of 1911. Law as to private partnership to apply subject to this Ordinance. 7 Edw. 7, c. 24, s. 7. Ordinance No. 1 of 1897. Manner and particulars of registration. 7 Edw. 7, c. 24, s. 8. Registration of changes in partnerships. 7 Edw. 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. 7 Edw. 7, c. 24, s. 10. Ad valorem stamp duty on contributions by limited partners. 7 Edw. 7, c. 24, s. 11. Making false returns to be misdemeanor. 7 Edw. 7, c. 24, s. 12. Registrar to file statement and issue certificate of registration. 7 Edw. 7, c. 24, s.13. Register and index to be kept. 7 Edw. 7, c. 24, s. 14. Inspection of statements registered. 7 Edw. 7, c. 24, s. 16. Power of Governor in Council to make rules. 7 Edw. 7, c. 24, s. 17.

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