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LIMITED PARTNERSHIPS ACT 1907

LIMITED PARTNERSHIPS ACT 1907 - LONG TITLE

An Act to establish Limited Partnerships{1}.
[28th August 1907]
Short title.

LIMITED PARTNERSHIPS ACT 1907 - SECT 1

1. This Act may be cited for all purposes as the Limited
Partnerships Act, 1907.

S.2 rep. by SLR 1927

LIMITED PARTNERSHIPS ACT 1907 - SECT 3
Interpretation of terms.

3. In the construction of this Act the following words and
expressions shall have the meanings respectively assigned to them in
this section, unless there be something in the subject or context
repugnant to such construction:

"Firm," "firm name," and "business" have the same meanings as in
the Partnership Act, 1890:

"General partner" shall mean any partner who is not a limited
partner as defined by this Act.

LIMITED PARTNERSHIPS ACT 1907 - SECT 4
Definition and constitution of limited partnership.

4.(1) ... limited partnerships may be formed in the manner and
subject to the conditions by this Act provided.

(2) A limited partnership shall not consist, [in the case of a
partnership carrying on the busines of banking, of more than ten
persons, and, in the case of any other partnership], of more than
twenty persons, and must consist of one or more persons called
general partners, who shall be liable for all debts and obligations
of the firm, and one or more persons to be called limited
partners, who shall at the time of entering into such partnership
contribute thereto a sum or sums as capital or property valued at
a stated amount, and who shall not be liable for the debts or
obligations of the firm beyond the amount so contributed.

(3) A limited partner shall not during the continuance of the
partnership, either directly or indirectly, draw out or receive back
any part of his contribution, and if he does so draw out or
receive back any such part shall be liable for the debts and
obligations of the firm up to the amount so drawn out or received
back.

(4) A body corporate may be a limited partner.

LIMITED PARTNERSHIPS ACT 1907 - SECT 5
Registration of limited partnership required.

5. Every limited partnership must be registered as such in
accordance with the provisions of this Act, or in default thereof
it shall be deemed to be a general partnership, and every limited
partner shall be deemed to be a general partner.

LIMITED PARTNERSHIPS ACT 1907 - SECT 6
Modifications of general law in case of limited partnerships.

6.(1) A limited partner shall not take part in the management of
the partnership business, and shall not have power to bind the
firm:

Provided that a limited partner may by himself or his agent at any
time inspect the books of the firm and examine into the state and
prospects of the partnership business, and may advise with the
partners thereon.

If a limited partner takes part in the management of the
partnership business he shall be liable for all debts and
obligations of the firm incurred while he so takes part in the
management as though he were a general partner.

(2) A limited partnership shall not be dissolved by the death or
bankruptcy of a limited partner, and the lunacy of a limited
partner shall not be a ground for dissolution of the partnership by
the court unless the lunatic's share cannot be otherwise ascertained
and realised.

(3) In the event of the dissolution of a limited partnership its
affairs shall be wound up by the general partners unless the court
otherwise orders.

Subs.(4) rep. by 1908 c.69 s.286 sch.6 Pt.I

(5) Subject to any agreement expressed or implied between the
partners

(a)Any difference arising as to ordinary matters connected with the
partnership business may be decided by a majority of the general
partners;

(b)A limited partner may, with the consent of the general partners,
assign his share in the partnership, and upon such an assignment
the assignee shall become a limited partner with all the rights of
the assignor;

(c)The other partners shall not be entitled to dissolve the
partnership by reason of any limited partner suffering his share to
be charged for his separate debt;

(d)A person may be introduced as a partner without the consent of
the existing limited partners;

(e)A limited partner shall not be entitled to dissolve the
partnership by notice.

LIMITED PARTNERSHIPS ACT 1907 - SECT 7
Law as to private partnerships to apply where not excluded by this
Act.

7. Subject to the provisions of this Act, the Partnership Act,
1890, and the rules of equity and of common law applicable to
partnerships, except so far as they are inconsistent with the
express provisions of the last-mentioned Act, shall apply to limited
partnerships.

LIMITED PARTNERSHIPS ACT 1907 - SECT 8
Manner and particulars of registration.

8. The registration of a limited partnership shall be effected by
sending by post or delivering [to the registrar of companies at his
office] a statement signed by the partners containing the following
particulars:

(a)The firm name;

(b)The general nature of the business;

(c)The principal place of business;

(d)The full name of each of the partners;

(e)The term, if any, for which the partnership is entered into and
the date of its commencement;

(f)A statement that the partnership is limited, and the description
of every limited partner as such;

(g)The sum contributed by each limited partner, and whether paid in
cash or how otherwise.

LIMITED PARTNERSHIPS ACT 1907 - SECT 9
Registration of changes in partnerships.

9.(1) If during the continuance of a limited partnership any change
is made or occurs in

(a)the firm name,

(b)the general nature of the business,

(c)the principal place of business,

(d)the partners or the name of any partner,

(e)the term or character of the partnership,

(f)the sum contributed by any limited partner,

(g)the liability of any partner by reason of his becoming a limited
instead of a general partner or a general instead of a limited
partner,

(2) If default is made in compliance with the requirements of this
section each of the general partners shall, on conviction under the
Summary Jurisdiction Acts, be liable to a fine not exceeding one
pound for each day during which the default continues.

LIMITED PARTNERSHIPS ACT 1907 - SECT 10
Advertisement in Gazette of statement of general partner becoming a
limited partner and of assignment of share of limited partner.

10.(1) Notice of any arrangement or transaction under which any
person will cease to be a general partner in any firm, and will
become a limited partner in that firm, or under which the share of
a limited partner in a firm will be assigned to any person, shall
be forthwith advertised in the Gazette, and until notice of the
arrangement or transaction is so advertised the arrangement or
transaction shall, for the purpose of this Act, be deemed to be of
no effect.

(2) For the purposes of this section, the expression "the Gazette"
means

...

In the case of a limited partnership registered in Ireland, the
[Belfast Gazette].

S.11 rep. by 1973 NI 18 art.16 sch.4. S.12 rep. by 1946 c.13 (NI)
s.16(3) sch.

LIMITED PARTNERSHIPS ACT 1907 - SECT 13
Registrar to file statement and issue certificate of registration.

13. On receiving any statement made in pursuance of this Act the
registrar shall cause the same to be filed, and he shall send by
post to the firm from whom such statement shall have been received
a certificate of the registration thereof.

LIMITED PARTNERSHIPS ACT 1907 - SECT 14
Register and index to be kept.

14. At each of the register offices hereinafter referred to the
registrar shall keep, in proper books to be provided for the
purpose, a register and an index of all the limited partnerships
registered as aforesaid, and of all the statements registered in
relation to such partnerships.[

LIMITED PARTNERSHIPS ACT 1907 - SECT 15
Registrar of joint stock companies to be registrar under Act.

15. The registrar of companies shall be the registrar of limited
partnerships, and the office for the registration of companies in
Belfast shall be the office for the registration of limited
partnerships.]

LIMITED PARTNERSHIPS ACT 1907 - SECT 16
Inspection of statements registered.

16.(1) Any person may inspect the statements filed by the registrar
in the register offices aforesaid, and there shall be paid for such
inspection fees as may be appointed by the Board of Trade, not
exceeding [5p] for each inspection; and any person may require a
certificate of the registration of any limited partnership, or a
copy of or extract from any registered statement, to be certified
by the registrar, and there shall be paid for such certificate of
registration, certified copy, or extract such fees as the Board of
Trade may appoint, not exceeding [10p] for the certificate of
registration, and not exceeding [2p] for each folio of seventy-two
words, ...

(2) A certificate of registration, or a copy of or extract from
any statement registered under this Act, if duly certified to be a
true copy under the hand of the registrar or one of the assistant
registrars (whom it shall not be necessary to prove to be the
registrar or assistant registrar) shall, in all legal proceedings,
civil or criminal, and in all cases whatsoever be received in
evidence.

LIMITED PARTNERSHIPS ACT 1907 - SECT 17
Power to Board of Trade to make rules.

17. The Board of Trade may make rules (but as to fees with the
concurrence of the Treasury) concerning any of the following matters:

(a)The fees to be paid to the registrar under this Act, so that
they do not exceed in the case of the original registration of a
limited partnership the sum of two pounds, and in any other case
the sum of [25p];

(b)The duties or additional duties to be performed by the registrar
for the purposes of this Act;

(c)The performance by assistant registrars and other officers of acts
by this Act required to be done by the registrar;

(d)The forms to be used for the purposes of this Act;

(e)Generally the conduct and regulation of registration under this
Act and any matters incidental thereto.