LIMITED PARTNERSHIPS ORDINANCE

LIMITED PARTNERSHIPS ORDINANCE

CHAPTER 37.

LIMITED PARTNERSHIPS.

To establish limited partnerships.

June, 1912.]

1. This Ordinance may be cited as the Limited, Partnerships
Ordinance.

2. (1) In this Ordinance

'firm', 'firm name', add 'business' have the same meanings as in the
Partnership Ordinance;

'general partner' means any partner who is not a limited partner as
defined by this Ordinance;

'Registrar of Companies' means the officer appointed for the
registration of companies under the Companies Ordinance.

(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 partnerships.



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 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 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
of the partnership business, and may advise with the partners thereon.

(2) 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.

(3) 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 cannotcannot be otherwise ascertained and realized.

(4) 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.

(5) Application to the court to wind up a limited partnership shall
be by petition under the Companies Ordinance, 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 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.

(6) 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;
(e)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
Partnership Ordinance, and 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
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;
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 partner-
ship any change is made or occurs in-
(a) the firm narne;
(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;
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.

(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 of fifty 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 two dollars and fifty cents for every one
thousand dollars and any fraction of one thousand dollars over any
multiple of one thousand dollars, 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. Any person 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 statement known by him to
be incomplete shall be guilty of a misdemeanor.





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 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
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 & criminal, and in all
cases whatsoever, be received in evidence.

15. The Governor in Council may by rules prescribe or provide for

(a)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;

(b)the duties ies or additional duties to be performed by the
Registrar of Companies;

(c)the performance by deputy registrars and other officers of
acts by this Ordinance required to be done by the Registrar
of Companies;

(d) forms; and

(e)generally the conduct and regulation of registration under
this Ordinance and any matters incidental thereto.
Originally 18 of 1912. Fraser 18 of 1912. 22 of 1950. Short title. Interpretation. 7 Edw. 7. C. 24. S. 3. (Cap. 38.) Application. Definition and constitution of limited partnership. 7 Edw. 7, c. 24, s. 4. [s. 3 cont.] Registration of limited partnership required. 7 Edw. 7, c. 24, s. 5. [cf. Cap. 32, s. 311.] Modifications of general law in case of limited partnerships. 7 Edw. 7, c. 24, s. 6. (Cap. 32.) Law as to private partnership to apply. (Cap. 38.) Manner and particulars of registration. 7 Edw. 7, c. 24, s. 8. Registration of changes in partnerships. 7 Edw. 7, c. 24, s. 9. [s. 8 cont.] 22 of 1950, Schedule. Advertisement of certain changes. 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. 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 18 of 1912. Fraser 18 of 1912. 22 of 1950. Short title. Interpretation. 7 Edw. 7. C. 24. S. 3. (Cap. 38.) Application. Definition and constitution of limited partnership. 7 Edw. 7, c. 24, s. 4. [s. 3 cont.] Registration of limited partnership required. 7 Edw. 7, c. 24, s. 5. [cf. Cap. 32, s. 311.] Modifications of general law in case of limited partnerships. 7 Edw. 7, c. 24, s. 6. (Cap. 32.) Law as to private partnership to apply. (Cap. 38.) Manner and particulars of registration. 7 Edw. 7, c. 24, s. 8. Registration of changes in partnerships. 7 Edw. 7, c. 24, s. 9. [s. 8 cont.] 22 of 1950, Schedule. Advertisement of certain changes. 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. 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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