Partners taken to have beneficial ownership of individual partnership property
3H Partners taken to have beneficial ownership of individual partnership property
For the purposes of this Act, a partner in a partnership is taken to have beneficial ownership of each item of partnership property in the same proportion as the partner's partnership interest.
S. 3H(1A) inserted by No. 47/2020 s. 4.
Without limiting subsection (1), if the partnership property of a partnership (first partnership) includes an interest in another partnership, whether directly or indirectly through one or more other partnerships, a partner in the first partnership is also taken to have beneficial ownership of each item of the partnership property of each other partnership—
to the extent of the direct or indirect interest in the other partnership; and
in the same proportion as the partner's partnership interest in the first partnership.
The value of the partner's beneficial ownership of an item of partnership property must be determined without regard to any liabilities of the partnership.
Example
A partnership consists of 4 partners each of whom has contributed equally to the capital of the partnership and would be entitled to a 25% share of any surplus on dissolution of the partnership in respect of capital. The sole partnership property is land with an unencumbered value of $4 million. The registered proprietor of the land is a person who holds the land as custodian for the benefit of the partnership. The liabilities of the partnership are $3 million. Under this section, each partner is taken to have 25% beneficial ownership of the land without regard to any liabilities of the partnership. For example, if a partner left the partnership and another partner joined the partnership on the same terms, there would be a change of beneficial ownership in the land to the value of $1 million.
To avoid doubt, for the purposes of section 75, partnership property is taken to be held by the partnership for the benefit of each partner in the same proportion as the partner's beneficial ownership referred to in subsection (1).
To avoid doubt, for the purposes of Part 2 of Chapter 11, if partnership property consists of or includes shares or units, a partner is taken to have the ability to cast, or to control the casting of, the votes attaching to the shares or units of which the partner is taken to have beneficial ownership under subsection (1).
In this section—
partnership interest, of a partner, means the proportion of any surplus to which the partner would be entitled in respect of capital if the partnership were to be dissolved;
partnership property has the same meaning as in section 24(1) of the Partnership Act 1958.
S. 3I inserted by No. 22/2021 s. 4.
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