Partnership Act 1891 (SA)

South Australia Partnership Act 1891 An Act to declare and amend the law of partnership.

Contents Part 1—Preliminary 1A Short title 1B Interpretation 1C Application of laws to partnerships and incorporated limited partnerships Part 2—Partnerships generally Division 1—Nature of partnerships 1 Definition of partnership 2 Rules for determining existence of partnership 3 Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency 4 Meaning of firm Division 2—Relationship of partners to persons dealing with them 5 Power of partner to bind firm 6 Partners bound by acts on behalf of firm 7 Partner using credit of firm for private purposes 8 Effect of notice that firm will not be bound by acts of partner 9 Liability of partners 10 Liability of firm for wrongs 11 Misapplication of money or property received for or in custody of the firm 12 Liability for wrongs joint and several 13 Improper employment of trust property for partnership purposes 14 Persons liable by holding out 15 Admissions and representations of partners 16 Notice to acting partners to be notice to firm 17 Liabilities of incoming and outgoing partners 18 Revocation of continuing guaranty by change in firm Division 3—Relationship between partners 19 Variation by consent of terms of partnership 20 Partnership property of firms other than incorporated limited partnerships 20A Partnership property of incorporated limited partnership 21 Property bought with partnership money 22 Conversion into personal estate of land held as partnership property 23 Procedure against partnership property for a partner's separate judgment debt 24 Rules as to interests and duties of partners other than partners in incorporated limited partnership subject to special agreement 25 Expulsion of partner 26 Retirement from partnership at will 27 Where partnership for term is continued over, continuance on old terms presumed 28 Duties of partners to render accounts etc 29 Accountability of partners for private profits 30 Duty of partner not to compete with firm 31 Rights of assignee of share in partnership Division 4—Dissolution of partnership 31A Division does not apply to incorporated limited partnerships 32 Dissolution by expiration or notice 33 Dissolution by insolvency, death, or charge 34 Dissolution by illegality of partnership 35 Dissolution by the court 36 Rights of persons dealing with firm against apparent members of firm 37 Right of partners to notify dissolution 38 Continuing authority of partners for purposes of winding up 39 Rights of partners as to application of partnership property 40 Apportionment of premium where partnership prematurely dissolved 41 Rights where partnership dissolved for fraud or misrepresentation 42 Right of outgoing partner in certain cases to share profits made after dissolution 43 Retiring or deceased partner's share to be a debt 44 Rule for distribution of assets on final settlement of accounts Part 3—Limited partnerships and incorporated limited partnerships Division 1—Application of Act to limited partnerships and incorporated limited partnerships 47 Application of Act to limited partnerships and incorporated limited partnerships Division 2—Nature and formation of limited partnerships and incorporated limited partnerships 48 Limited partnership or incorporated limited partnership is formed on registration 49 Composition of limited partnership or incorporated limited partnership 50 Size of a limited partnership or incorporated limited partnership 51 Incorporated limited partnership is separate legal entity 51A Powers of incorporated limited partnership 51B Partnership agreement 51C Relationship of partners in incorporated limited partnership to others and between themselves Division 3—Registration of limited partnerships and incorporated limited partnerships 51D Who may apply for registration? 52 Application for registration 53 Registration of limited partnership or incorporated limited partnership 53A Acts preparatory to registration do not constitute partnership 54 Register of Limited Partnerships and Incorporated Limited Partnerships 55 Changes in registered particulars 56 Certificates of registration 57 Commission may correct Register Division 4—Limitation of liability of limited partners in limited partnership 58 Liability of limited partner limited to amount shown in Register 59 Change in liability of limited partner 60 Change in status of partners 61 Liability for business conducted outside the State 62 Liability for limited partnerships formed under corresponding laws 62A Effect of sections 61 and 62 63 Contribution towards discharge of liabilities 64 Limitation on liability may not be varied by partnership agreement etc Division 4A—Limitation of liability of limited partners in incorporated limited partnerships 64A Limitation of liability of limited partners 64B Change in status of partners 64C Liability in respect of conduct or acts or omissions outside the State 64D Incorporated limited partnerships formed under corresponding laws 64E Effect of sections 64C and 64D Division 5—Other modifications of general law of partnership 65 Limited partner not to take part in management of limited partnership 65A Limited partner not to take part in management of incorporated limited partnership 65B Definitions etc applicable to section 65A 66 Differences between partners 67 Change in partners Division 6—Dissolution and cessation of limited partnerships and incorporated limited partnerships 68 Dissolution not available in certain cases 69 Cessation of limited partnerships 70 Registration of dissolution or cessation of limited partnership 71 Winding up by general partners 71A Winding up of incorporated limited partnerships Division 7—Miscellaneous 71B Execution of documents 71C Entitlement to make assumptions 71D Assumptions that may be made under section 71C 71E Lodgment of certain documents with Commission 72 Signing of documents to be lodged with Commission 73 Model limited partnership agreement 74 Certain convicted offenders not to carry on business as general partners 75 Identification of limited partnerships and incorporated limited partnerships 76 Registered office 77 Service 78 Entry in Register constitutes notice 79 Giving false or misleading information 79A Offences by partnerships 79B Duty to furnish information 79C Confidentiality 80 Statutory declaration 81 General power of exemption of Commission 83 Regulations 84 Relationship with Corporations legislation Schedule 1—Savings, transitional and other provisions Part 1—General 1 Regulations Part 2—Provisions consequent on enactment of Partnership (Venture Capital Funds) Amendment Act 2005 2 Saving of existing limited partnerships Part 3—Provisions consequent on enactment of Partnership (Venture Capital) Amendment Act 2008 3 Applications for registration of ESVCLPs or proposed ESVCLPs made before amendments commence Legislative history