LIMITED PARTNERSHIPS ORDINANCE, 1912

LIMITED PARTNERSHIPS ORDINANCE, 1912

No. 18 of 1912.

An Ordinance to establish limited partnerships.

[1st june, 1912.]

1.-(i) This Ordinance may, be cited as 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
Companies can properly be described as non-Chinese partner-
ships.

2. In this Ordinance,

(a) 'Firm', 'firm name', and 'business' have the same
meanings as in the Partnership Ordinance, 1897.

A receiving order shall not he made against any partnership registered
under this Ordinance : see No. 10 of 1931 [Bankruptcy], s. 112.





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

(c) 'Registrar of Companies' means the officer appointed
for the registration of companies under the Companies Ordinance,
1932.

3.-(1) Limited partnerships may be formed in the manner,
and subiect 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
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
obligations of the firm up to the amount so drawn out or received
back.

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

4. Every limited partnership must be registered as such in
accordance 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 manage-
ment 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 of the partnership business, and may advise
with the partners thereon.

If a limited partner takes part in the management of the





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

(2) A limited partnership shall not be dissolved by the death
or bankruptcy of a limited partner, and the lunacy of a limited
partner shall not be a ground for dissolution of the partnership
by the court unless the lunatic's share cannot be otherwise
ascertdined 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 partnership
shall be by petition under the Companies Ordinance, 1932, and
the provisions of that Ordinance relating to the winding-up of
companies bythe court and of the rules made thereunder (includ-
ing provisions as to fees) shall subject to stich modification
(if any) as the Governor 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 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, 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 be entitled to dissolve the
partnership by reason of any limited partner suffering his share
to be charged for his separate debt;

(d) a person may be introduced as a partner without the
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 Partner-
ship Ordinance, 1897, and rules of equity and of commQn 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 adimited partnership shall be effected
by sending by registered post or delivering to the Registrar of
Companies a statement signed by the partners containing the
following particulars-

(a) the firm name;

(b) the general nature of the business;

(c) the principal place of business;

(d) the full name of each of the partners

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

(f) a statement that the partnership is limited, and the
description of every limited partner as such;

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

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 partnership,

(f) the sum contributed by any limited partner,

(g) the liability of any partner by reason of his becoming
ù limited instead of a general partner or a general instead of
ù 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.

(2) If default is made in compliance with the requirements
of this section, each of the general partners shall upon summary
conviction be liable to a fine not exceeding ten 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 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 an ad Valorem stamp duty of h.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 amount,
as the case may be; and in default of payment of stamp duty
thereon as herein required, the duty with interest thereon at the
rate of eight 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 increase, from all or any
of the said partners whose discontinuance in the firm has not,
before the date of delivery of such statement of increase, been
duly notified to the Registrar of Companies.

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

As amended by Law Rev. Ord., 1939.





12. On receiving any statement made in pursuance of this
Ordinance 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 has been received a certificate of the
registration thereof.

13. The Registrar 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 as afoiesaid, 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 inspection a fee of one dollar; and any person may require
a certificate 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 Governor in Council may appoint, not exceeding one
dollar for the certificate of registration, and not exceeding thirty
cents for each folio of seventy-two 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
whatsoever, be received in evidence.

15. It shall be lawful tor the Governor in Council to make
rules concerning any of the following matters-

(i) 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
dollars 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

As amended by Law Rev. Ord., 1939.
of acts by this Ordinance required to be done by the Registrar
of Companies;

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.

[Originally No. 18 of 1912. Law Rev. Ord., 1939.] Short title and application. Interpretation. 7 Edw. 7, c. 24, s. 3. Ordinance No. 1 of 1897. Ordinance No. 39 of 1932. 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. [cf. No. 39 of 1932, s. 312.] Modifications of general law in case of limited partnerships. 7 Edw. 7, c. 24, s. 6. [s. 5 contd.] Ordinance No. 39 of 1932. 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 volorem 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. [cf. No. 21 of 1922, s. 17 (2).] 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., 1939.] Short title and application. Interpretation. 7 Edw. 7, c. 24, s. 3. Ordinance No. 1 of 1897. Ordinance No. 39 of 1932. 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. [cf. No. 39 of 1932, s. 312.] Modifications of general law in case of limited partnerships. 7 Edw. 7, c. 24, s. 6. [s. 5 contd.] Ordinance No. 39 of 1932. 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 volorem 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. [cf. No. 21 of 1922, s. 17 (2).] 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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