1Short title
This is the Limited Partnerships Act 2016.
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Bill homepageThis is the Limited Partnerships Act 2016.
This Act comes into operation as follows —
sections 1 and 2 — on the day on which this Act receives the Royal Assent;
the rest of the Act — on a day fixed by proclamation, and different days may be fixed for different provisions.
In this Act, unless the contrary intention appears —
AFOF has the meaning given in the Income Tax Assessment Act section 995‑1;
agreed contribution, in relation to a limited partner or a proposed limited partner, means the amount of any capital, or the value of any property, that the partner has agreed to contribute to the partnership;
assets, in relation to the winding up of an incorporated limited partnership, means the assets remaining after satisfaction of the liabilities of the partnership and the costs, charges and expenses of the winding up;
associate has a meaning affected by section 4;
authorised person means —
the Commissioner; and
an investigator designated under the Fair Trading Act section 64 as applied by section 108(1) of this Act;
business has the meaning given in the Partnership Act section 3;
Business Names Registration Act means the Business Names Registration Act 2011 (Commonwealth);
Commissioner has the meaning given in the Fair Trading Act section 6;
Corporations Act means the Corporations Act 2001 (Commonwealth);
corresponding law means —
in relation to a limited partnership — a law of another State, a Territory or another country or jurisdiction that is declared under section 113(1) to be a corresponding law in relation to limited partnerships for the purposes of this Act; or
in relation to an incorporated limited partnership — a law of another State, a Territory or another country or jurisdiction that —
is declared under section 113(1) to be a corresponding law in relation to incorporated limited partnerships for the purposes of this Act; or
substantially corresponds to the provisions of this Act that relate to incorporated limited partnerships;
court has the meaning given in the Partnership Act section 3;
ESVCLP has the meaning given in the Income Tax Assessment Act section 995‑1;
external partnership means a partnership (or legal entity, however described, in the nature of a partnership) formed under a law of another State, a Territory or another country or jurisdiction, whether or not under that law —
the liability of any partner for the liabilities of the partnership is limited; or
the partnership is incorporated or is otherwise a separate legal entity;
Fair Trading Act means the Fair Trading Act 2010;
firm name —
of a limited partnership or incorporated limited partnership — means the name of the partnership recorded in the register; or
of an external partnership — means the name under which, under the law of the place in which it is formed, the partnership carries on the business of the partnership; or
of any other partnership — means a firm‑name as defined in the Partnership Act section 10;
general partner —
in relation to a limited partnership — means a partner who, at the relevant time, is recorded in the register as being a general partner in the partnership; and
in relation to an incorporated limited partnership —
means a partner who, at the relevant time, is recorded in the register as being a general partner in the partnership; and
includes, if the general partner is a partnership, a reference to a partner in that partnership;
Income Tax Assessment Act means the Income Tax Assessment Act 1997 (Commonwealth);
incorporated limited partnership means an incorporated limited partnership that is registered under this Act;
liability means a debt, obligation or other liability of any kind, wherever and however incurred;
limited partner, in relation to a limited partnership or incorporated limited partnership, means a partner who, at the relevant time, is recorded in the register as being a limited partner in the partnership;
limited partnership means a limited partnership that is registered under this Act;
partner, in a limited partnership or incorporated limited partnership, means a general partner or a limited partner;
partnership has a meaning affected by section 5;
Partnership Act means the Partnership Act 1895;
person means an individual, body corporate or partnership (including an external partnership);
prescribed means prescribed by the regulations made under this Act;
register means the register of limited partnerships and incorporated limited partnerships kept under section 78(1);
registered office, in relation to a limited partnership or incorporated limited partnership, means the place recorded in the register as the address of the principal office in this State of the partnership;
registered particulars, in relation to a limited partnership or incorporated limited partnership, means the particulars recorded in the register relating to the limited partnership or incorporated limited partnership and the partners in that partnership;
related body corporate has the meaning given in the Corporations Act section 9;
securities has the meaning given in the Corporations Act section 9;
security holder, in relation to a body (whether incorporated or unincorporated), includes a holder of securities in or of the body;
show cause notice means a notice given to an incorporated limited partnership under section 56;
VCLP has the meaning given in the Income Tax Assessment Act section 995‑1;
VCMP has the meaning given in the Income Tax Assessment Act section 995‑1;
winding up notice means a notice given to an incorporated limited partnership under section 58.
For the purposes of this Act —
associate —
in relation to a general partner, includes —
if the general partner is a partnership or incorporated limited partnership — a partner in that partnership (partner in the general partner); and
any person who has an interest in the general partner or in any partner in the general partner, whether as security holder, trustee, responsible entity, manager, custodian, sub‑custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and
any person to whom the general partner or any partner in the general partner has delegated any power, authority, right, duty or obligation of the general partner in relation to any partnership or incorporated limited partnership in which the partner is a general partner; and
if the general partner or a partner in the general partner or a person covered by subparagraph (ii) or (iii) is a body corporate — a related body corporate of that body corporate; and
a director, officer, employee, agent, representative or security holder of the general partner or of any partner in the general partner or of a person covered by subparagraph (ii), (iii) or (iv);
and
in relation to a limited partner, includes —
if the limited partner is a partnership or incorporated limited partnership — a partner in that partnership (partner in the limited partner); and
any person who has an interest in the limited partner or in any partner in the limited partner, whether as security holder, trustee, responsible entity, manager, custodian, sub‑custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and
if the limited partner or a partner in the limited partner or a person covered by subparagraph (ii) is a body corporate — a related body corporate of that body corporate; and
a director, officer, employee, agent, representative or security holder of the limited partner or of any partner in the limited partner or of a person covered by subparagraph (ii) or (iii);
and
in relation to an incorporated limited partnership, includes —
any body corporate in which the incorporated limited partnership has an interest, whether as security holder or otherwise, and any related body corporate of that body corporate; and
any partnership in which the incorporated limited partnership has an interest, whether as security holder or otherwise.
For the purposes of this Act —
partnership means a partnership as defined in the Partnership Act.
Any act done in connection with the making of an application for registration under Part 3 or 4 by or on behalf of persons proposing to be the partners in a proposed limited partnership or incorporated limited partnership does not of itself create a partnership between those persons.
Subject to subsection (4) and any express provision of this Act, the Partnership Act (other than sections 10 to 12) applies to a limited partnership with the modifications set out in this section.
For the purposes of subsection (1), these provisions of the Partnership Act apply as follows —
section 22(1) does not apply to an admission or representation made by a limited partner;
section 23 does not apply to notice given to a limited partner;
section 26 does not apply to an act of a limited partner;
section 27 does not apply to a limited partner.
For the purposes of subsection (1), the Partnership Act is to be read as if —
a reference in that Act to a partnership or a firm were a reference to a limited partnership as defined in section 3; and
subject to paragraph (e), a reference in that Act to a partner were a reference to a partner as defined in section 3; and
a reference in that Act to a firm‑name were a reference to a firm name as defined in section 3; and
a reference in section 16 or 24(2) of that Act to debts and obligations were a reference to liability as defined in section 3; and
a reference in section 21(1) or 24(1) of that Act to a partner were a reference to a general partner as defined in section 3.
If a provision of this Act relating to a limited partnership is inconsistent with a provision of the Partnership Act —
the provision of this Act prevails; and
the other provision does not, to the extent of the inconsistency, have effect in relation to a limited partnership.
In this section —
general law means the principles and rules of common law and equity to the extent that they have effect in the State from time to time.
Each of the following is not a partnership for the purposes of the general law —
an incorporated limited partnership;
the relationship between the partners in an incorporated limited partnership;
the relationship between an incorporated limited partnership and its partners.
Subject to subsection (3) and any express provision of this Act, the Partnership Act (other than sections 10 to 12, 25, 28, 30(2) and (3), 32 to 34, 37, 38 and 40 to 57) applies to an incorporated limited partnership with the modifications set out in section 9.
For the purposes of subsection (1), these provisions of the Partnership Act apply as follows —
section 13(1) does not apply to an act done or instrument executed by a limited partner;
sections 16, 19 and 27 do not apply to a limited partner;
section 18(1) does not apply where money or property is misapplied by a limited partner;
section 22(1) does not apply to an admission or representation made by a limited partner;
section 23 does not apply to notice given to a limited partner;
section 26 does not apply to an act of a limited partner.
If a provision of this Act relating to an incorporated limited partnership is inconsistent with a provision of the Partnership Act —
the provision of this Act prevails; and
the other provision does not, to the extent of the inconsistency, have effect in relation to an incorporated limited partnership.
For the purposes of section 8(1), the Partnership Act is to be read as if —
a reference in that Act to a partnership or a firm were a reference to an incorporated limited partnership as defined in section 3 as a separate legal entity and not to the partners in that partnership; and
subject to paragraphs (d), (e), (i)(i), (k), (n) and (o)(i), a reference in that Act to a partner were a reference to a partner as defined in section 3; and
a reference in that Act to a firm‑name were a reference to a firm name as defined in section 3; and
a reference in section 13(1) of that Act to all the partners were a reference to all the general partners as defined in section 3; and
in section 14 of that Act the words “one partner” were deleted and replaced with “one general partner”; and
in section 16 of that Act the word “Every” were deleted and replaced with —
Every
and
in section 16 of that Act —
a reference to the other partners in a partnership were a reference to the incorporated limited partnership as defined in section 3; and
a reference to debts and obligations were a reference to liabilities as defined in section 3;
and
at the end of section 16 of that Act the following subsection were inserted —
Despite subsection (1), a general partner in an incorporated limited partnership is only liable for any liabilities of the incorporated limited partnership —
to the extent the incorporated limited partnership is unable to satisfy the liabilities; or
to a greater extent provided by the partnership agreement.
and
in section 17 of that Act —
a reference to partner (other than the 2nd occurrence) were a reference to general partner as defined in section 3; and
the words “the authority of his copartners” and “the authority of the partner’s copartners” were deleted and replaced with “its authority”; and
in subsection (2)(a) the words “partner’s copartners, or some of them,” were deleted and replaced with “incorporated limited partnership”; and
in subsection (2)(c) the words “any copartner” were deleted and replaced with “any other general partner in the incorporated limited partnership”;
and
in section 19 of that Act the word “Every” were deleted and replaced with —
Every
and
in section 19 of that Act a reference to partner were a reference to general partner as defined in section 3; and
at the end of section 19 of that Act the following subsection were inserted —
Despite subsection (1), a general partner in an incorporated limited partnership is only liable for any liabilities of the incorporated limited partnership —
to the extent the incorporated limited partnership is unable to satisfy the liabilities; or
to a greater extent provided by the partnership agreement.
and
section 20 of that Act were deleted and replaced with the following —
If a general partner in an incorporated limited partnership being a trustee improperly employs trust property in the business or on account of the partnership, neither the partnership nor any other general partner is liable for the trust property to the persons beneficially interested in it.
Subsection (1) —
does not affect any liability incurred by any general partner by reason of the partner’s having notice of a breach of trust; and
does not prevent trust money from being followed and recovered from the incorporated limited partnership if still in its possession or under its control.
and
in section 21(1) of that Act a reference to partner were a reference to general partner as defined in section 3; and
in section 24 of that Act —
a reference in subsection (1) to a partner were a reference to a general partner as defined in section 3; and
a reference in subsection (2) to debts or obligations were a reference to the liabilities as defined in section 3; and
the words “as newly constituted” were deleted from subsection (3);
and
in section 30(1) of that Act a reference to the partners were a reference to the incorporated limited partnership as defined in section 3; and
at the end of section 30 of that Act the following subsection were inserted —
No partner in an incorporated limited partnership, by virtue only of being a partner in the partnership, has any legal or beneficial interest in its partnership property.
and
in section 39 of that Act the words “Partners are” were deleted and replaced with “An incorporated limited partnership is”.
A limited partnership is formed by and on registration under this Act as a limited partnership.
A limited partnership must have —
at least one general partner; and
at least one limited partner.
A limited partnership may have any number of limited partners.
A limited partnership must not have —
more than 20 general partners; or
if the partnership is of a particular kind in relation to which a higher number applies under the Corporations Act section 115(2) — more general partners than that higher number.
A person may be a general partner or a limited partner in a limited partnership.
For the purposes of subsection (3), if a general partner is a partnership (including an external partnership), the general partner is to be counted as follows —
if, under the law of the place where the partnership is formed, no partner in the partnership has limited liability for the liabilities of the partnership — each partner in the partnership is to be counted in place of the general partner;
if, under the law of the place where the partnership is formed, any partner in the partnership has limited liability for the liabilities of the partnership — each partner in the partnership whose liability is not so limited is to be counted in place of the general partner.
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