Application for registration

In force

(1)

An application for registration of a limited partnership or incorporated limited partnership must—

(a)

be made to the Commission in the manner and form approved by the

Commission; and

(b)

be signed—

(i)

if the application is made by a partnership (including an external partnership)—either by each partner in the partnership or by a person given authority to make such an application on behalf of the partnership and the partners; or

(ii)

in any other case—by each proposed partner;

and

(c)

where the firm-name proposed in the application would require registration as a business name under the Business Names Registration Act 2011 of the Commonwealth—be lodged not earlier than two months before the date shown in the application as the proposed date on which business will commence to be carried on under the firm-name; and

(d)

be accompanied by the fee fixed by regulation.

(1a)

The application must—

(a)

contain a statement of whether the partnership is to be registered as a limited partnership or an incorporated limited partnership;

and

(b)

if the application is by a partnership (including an external partnership), contain particulars of—

(i)

the firm-name of the partnership; and

(ii)

the full address of the office or principal office in South

Australia of the partnership (to be called the registered office of the proposed partnership); and

(c)

if the application is by persons or partnerships (including external partnerships) proposing to be the partners in the proposed partnership, contain particulars of—

(i)

the proposed firm-name of the proposed partnership;

and

(ii)

the full address of the proposed office or principal office in

South Australia of the proposed partnership (to be called the

registered office of the proposed partnership);

and

(d)

contain particulars of the full name of each partner or proposed partner or, if the partner or proposed partner is a partnership (including an external partnership), the name of that partnership or, if that partnership does not have a name, the full name of each partner in the partnership;

and

(e)

contain particulars of the full address of each partner or proposed partner, being (in the case of an individual) his or her principal place of residence or (in the case of a corporation) its registered office or principal place of business or (in the case of a partnership) its registered office or principal office; and

(f)

contain a statement in relation to each partner or proposed partner that is an individual as to whether that partner or proposed partner is, or is proposed to be, a general partner or a limited partner; and

(g)

contain a statement in relation to each partner or proposed partner that is a corporation or a partnership that is, or is proposed to be, a partner a statement in relation to the corporation or partnership as to whether it is to be a general partner or a limited partner; and

(h)

contain a statement in relation to each partner or proposed partner that is a partnership to the effect that the partner or proposed partner is a partnership; and

(i)

if the application is for a limited partnership—contain a statement in relation to each limited partner to the effect that the partner is a limited partner whose liability to contribute is limited to the extent of the amount specified in the statement (being the amount of any capital, or the value of any property, that the limited partner has agreed to contribute to the partnership or, in the case of a limited partner that is a partnership, the aggregate amounts or values); and

(j)

if the application is by a partnership or persons or partnerships proposing to be partners in a partnership that intends to apply for registration as a VCLP, AFOF or ESVCLP under Part 2 of the

Venture Capital Act

2002 of the Commonwealth, contain a statement that it so intends to apply; and

(k)

if the application is by a partnership that is registered as a

VCLP, AFOF or ESVCLP under Part 2 of the Venture Capital Act 2002 of the Commonwealth, be accompanied by a copy of a document evidencing its status as a VCLP, AFOF or

ESVCLP; and

(l)

if the application is by a partnership or proposed persons or partnerships proposing to be a partnership that intends to meet the requirements for recognition as a venture capital management partnership set out in section 94D of the Income

Tax Assessment Act 1936 of the Commonwealth, contain a statement that it so intends to meet those requirements; and

(m)

if the application is by a partnership that is a venture capital management partnership within the meaning of section 94D(3) of the

Income Tax Assessment Act

1936 of the Commonwealth, a statement that it is such a partnership; and

(n)

contain such other particulars as are required by the regulations or by the approved form of statement.

(2)

An application will, for the purposes of this Act, be taken to be deficient and not to have been lodged with the Commission if—

(a)

it is incomplete or inaccurate in a material particular;

(b)

the applicant fails to provide the Commission with any information or document required by the Commission for the purposes of determining the application; or

(c)

it is lodged outside the period allowed; or

(d)

the fee payable in respect of the application is not paid (whether because of the dishonouring of a cheque or otherwise).

Regulations

This provision refers to the regulations (the regulations). Made under this Act:

Partnership Regulations 2021

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52 Application for registration