Partnership Act 1963

Except as otherwise provided by the partnership agreement or agreed between the partners in an incorporated limited partnership—

a general partner, the partnership, or an officer, employee, agent or representative of a general partner or the partnership, is not an agent of a limited partner, and the acts of a general partner, the partnership, or the officer, employee, agent or representative, do not bind a limited partner; and

a limited partner is not an agent of, or fiduciary for, a general partner, another limited partner or the partnership, and the acts of a limited partner do not bind a general partner, another limited partner or the partnership itself.

Subsection (1) does not prevent the making of, or limit or restrict, an agreement between a partner (the first person) and either another partner or the incorporated limited partnership (the second person) under which—

the first person acts as an agent of the second person and, by acting as an agent, binds the second person; or

the partnership acts as an agent of a partner and, by acting as an agent, binds the first person.

Any consent or authority that under this Act is required or permitted to be given by a partner, 2 or more partners or all the partners may, for an incorporated limited partnership and without limiting any other way that it might be given, be given by that partner or those partners under the partnership agreement either in relation to all cases, or in relation to all cases subject to stated exceptions, or in relation to any stated case or class of case.

Any consent or authority that under this Act is required or permitted to be given by an incorporated limited partnership may, without limiting any other way that it might be given, be given by a general partner or 2 or more general partners acting in accordance with the partnership agreement.

A limited partner, as limited partner, is not a proper party to any proceeding begun in a court or tribunal by or against the incorporated limited partnership, other than a proceeding begun by the partnership against the limited partner or by the limited partner against the partnership.

This section is subject to section 68 (Limited partner not to take part in incorporated limited partnership’s management).

In subsection (1):

general partner includes, if the general partner is a partnership or an external partnership, a partner in that partnership.

Division 6.5 Liability and powers of limited partners