Partnership Act 1997

Subject to sections 66 and 67, this section has effect in relation to an incorporated limited partnership.

None of the following is an agent of a limited partner in the partnership:

the partnership or a general partner in the partnership;

an officer, employee, agent or representative of the partnership or a general partner in the partnership.

An act of a person referred to in subsection (2)(a) or (b) does not bind a limited partner in the partnership.

A limited partner in the partnership is not an agent of, or a fiduciary for, the partnership or another partner in the partnership.

An act of a limited partner in the partnership does not bind the partnership or another partner in the partnership.

To avoid doubt, subsections (2) to (5) do not prevent or limit an agreement between a partner (the first entity) and another partner or the partnership (the second entity) under which:

the first entity binds the second entity by acting as its agent;

the partnership binds the first entity by acting as a partner's agent.

Any consent or authority that may be given by one or more partners in a partnership under this Act may be given by a general partner in the partnership.

The operation of subsection (7) may be varied by an agreement in the partnership.

A limited partner, as that limited partner, may not be a party to any proceeding commenced in a court or tribunal by or against the partnership except for any proceeding:

commenced by the partnership against the limited partner; or

commenced by the limited partner against the partnership.

For this section, a reference to a general partner that is a partnership includes a reference to each partner in that partnership.