LIMITED PARTNERSHIPS ORDINANCE

LIMITED PARTNERSHIPS ORDINANCE

LAWS OF HONG KONG

LIMITED PARTNERSHIPS ORDINANCE

CHAPTER 37





CHAPTER 37

LIMITED PARTNERSHIPS ORDINANCE

ARRANGEMENT OF SECTIONS

Section Page

1. Short title .............................2
2. Interpretation ..........................2
3. Definition and constitution of limited partnership 2
4. Registration of limited partnership required 2
5. Modifications of general law in case of limited partnerships 3
6. Law as to private partnership to apply ..3
7. Manner and particulars of registration ..4
8. Registration of changes in partnerships .4
9. Advertisement of certain changes ........4

10, [Repealed] .... .......................
4

11. Making false returns to be misdemeanor .4

12. Registrar to file statement and issue certificate of registration ......................

13. Register and index to be kept ........................................................................

14. Inspection of statements registered ................................................................. 5
15. Rules ..................................5
16. Fees ...................................5

Schedule. Table of Fees payable to the Registrar of Companies 6





CHAPTER 37

LIMITED PARTNERSHIPS

To establish limited partnerships.

[1 June 1912.1

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

(Amended, 43 of 1912, Schedule and 5 of 1924, s. 6)

2. (1) In this Ordinance, unless the context otherwise requires

'firm', 'firm name', and '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.

(Amended, 43 of 1912, Schedule)

3. (1) Limited partnerships may be formed in the manner and subject
to the conditions by this Ordinance provided. (Amended, 43 of 1912,
Supp. Schedule, G.N. 246/13.)

(2) A limited partnership shall not consist in any case 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. (Amended, 5 of 1924, Schedule)

(3) A limited partner shall not during the continuance of the
partnership, either directly or indirectly, draw out or receive back any
part of this 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 cannot 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;

(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 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;

(e) 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 partnership any change
is made or occurs in

(a) the firm name;

(b) the general nature of the business;

(e) 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 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 7 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 be liable on summary
conviction to a fine of $50 for each day during which the default
continues. (Amended, 21 qf* 1912, s. 2 and 22 of 1950, Schedule)

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. [Repealed, 19 qf 1977, s. 21

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.

(Amended, 33 qf 1939, Schedule)











12. On receiving any statement made in pursuance of this
Ordinance and upon receipt of the prescribed fee payable in respect
thereof, the Registrar of Companies shall cause such statement 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.
(Amended, 33 of 1939, Schedule and 19 of 1977, s. 3)

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, on payment of the fee specified in
the Schedule-

(a) inspect the statements registered under this Ordinance; and

(b) require to be issued-
(i) a certificate of the registration of any limited part-
nership,
(ii) a copy of or extract from any registered statement;
(iii) a copy of or extract from any registered statement
duly certified by the Registrar of Companies or one of the
deputy registrars. (Replaced, 19 of 1977, s. 4)

(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. The Governor in Council may make rules provid-
ing for-

(a) [Deleted, 19 of 1977, s. 5]

(b)the duties 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.

16. (1) There shall be paid to the Registrar of Companies in
respect of the several matters set forth in the Schedule the several
fees therein s(2) The Governor in Council may by order amend the Schedule.
(Added, 19 of 1977, s. 6)





SCHEDULE [ss. 14 16.1

TABLE OF FEES PAYABLE TO THE REGISTRAR OF
COMPANIES

Item Matter in respect of which agree is payable Fees
1. For registering a limited partnership 140.00

And, in addition, for every $1,000 or part of $1,000 of the sum
contributed by each limited partner 6.00
2.For registering a statement of any change within the meaning of
section 8 occurring during the continuance of a limited partner-

ship ................................................................ 14.00
And, in addition-

(a) in the case of a statement of increase of the sum contributed
by any limited partner: for every $1,000 or part of $1,000 of
such increase .6.00

(b)in the case of a statement specifying that a general partner
or any other person has become a limited partner: for every
51,000 or part of $1,000 of the sum contributed by such

limited......................partner
............................................................. 6.00

3...................................For inspecting under section 14(1) any statement filed by the
Registrar of Companies, for each inspection 5.00

4. For issuing under section 14(1) a certificate of the registration of 20.00

any limited partnership ..........20.00
5...................................For issuing under section 14(1) a copy of or extract from any
registered statement or part thereof by photostatic means, per
sheet or page .................... 3.00
6...................................For issuing under section 14(1) a copy of or extract from any
registered statement or part thereof where the copy or extract is
made other than by photostatic means, per folio of 100 words or
part thereof of the first or top copy 3.00

For each additional copy or extract after the first or top copy, per

folio of 100 words or part thereof ........... 1.50

7. For certifying a copy of or extract from any registered statement 20.00

(Schedule added, 19 of 1977, s. 6. Amended, L.N. 241/81.)
Originally 18 of 1912. (Cap. 37, 1950.) 21 of 1912. 43 of 1912. 5 of 1924. 33 of 1939. 22 of 1950. 19 of 1977. L.N. 241/81. Short title. Interpretation. 1907 c. 24, s. 3; (Cap. 38.) (Cap. 32.) application. Definition and constitution of limited partnership. 1907 c. 23, s. 4. Registration of limited partnership required. 1907 c. 24, s. 5. Modifications of general law in case of limited partnerships. 1907 c. 24, s. 6. (Cap. 32.) Law as to private partnership to apply. (Cap. 38.) Manner and particulars of registration. 1907 c. 24, s. 8. Registration of changes in partnerships. 1907 c. 24, s. 9. Advertisement of certain changes. 1907 c. 24, s. 10. Making false returns to be misdemeanor. 1907 c. 24, s. 12. Registrar to file statement and issue certificate of registration. 1907 c. 24, s. 13. Register and index to be kept. 1907 c. 24, s. 14. Inspection of statements registered. 1907 c. 24, s. 16. Rules. 1907 c. 24, s. 17. Fees. Schedule.

Originally 18 of 1912. (Cap. 37, 1950.) 21 of 1912. 43 of 1912. 5 of 1924. 33 of 1939. 22 of 1950. 19 of 1977. L.N. 241/81. Short title. Interpretation. 1907 c. 24, s. 3; (Cap. 38.) (Cap. 32.) application. Definition and constitution of limited partnership. 1907 c. 23, s. 4. Registration of limited partnership required. 1907 c. 24, s. 5. Modifications of general law in case of limited partnerships. 1907 c. 24, s. 6. (Cap. 32.) Law as to private partnership to apply. (Cap. 38.) Manner and particulars of registration. 1907 c. 24, s. 8. Registration of changes in partnerships. 1907 c. 24, s. 9. Advertisement of certain changes. 1907 c. 24, s. 10. Making false returns to be misdemeanor. 1907 c. 24, s. 12. Registrar to file statement and issue certificate of registration. 1907 c. 24, s. 13. Register and index to be kept. 1907 c. 24, s. 14. Inspection of statements registered. 1907 c. 24, s. 16. Rules. 1907 c. 24, s. 17. Fees. Schedule.

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