Limited Partnerships Act 2016 (WA)

Western Australia Limited Partnerships Act 2016 Western Australia Limited Partnerships Act 2016 Contents Part 1 — Preliminary 1. Short title 2 2. Commencement 2 3. Terms used 2 4. Term used: associate 6 5. Term used: partnership 7 Part 2 — Application of laws of partnership 6. Application of Partnership Act to limited partnership 9 7. Application of general law to incorporated limited partnership 10 8. Application of Partnership Act to incorporated limited partnership 10 9. Application of Partnership Act to incorporated limited partnership: modifications 11 Part 3 — Limited partnerships Division 1 — Nature, formation and membership 10. Formation of limited partnership 16 11. Composition of limited partnership 16 12. Change in membership of limited partnership 17 13. Differences between partners 17 Division 2 — Management 14. Limited partner must not take part in management of limited partnership 17 15. When does limited partner take part in management? 18 Division 3 — Registration 16. Application for registration 19 17. Registration 21 Division 4 — Liability of partner 18. Limitation of liability of limited partner 22 19. Change in liability of limited partner 22 20. Effect on liability of change in status of partner 23 21. Liability for business conducted outside State 23 22. Liability under corresponding law 23 23. Effect of sections 21 and 22 23 24. Limitation of liability provisions cannot be varied 24 Division 5 — Dissolution, cessation and winding up 25. Dissolution generally 24 26. Dissolution on grounds of mental disability 24 27. Cessation 25 28. Notice of dissolution or cessation 25 29. No notice of dissolution or cessation 26 30. Winding up 27 Division 6 — Cancellation of registration 31. Cancellation of registration on dissolution or cessation 27 32. Cancellation of registration on incorporation 27 33. Notice of cancellation 28 34. Effect of cancellation 28 Part 4 — Incorporated limited partnerships Division 1 — Nature, formation and membership 35. Nature of incorporated limited partnerships 29 36. Formation of incorporated limited partnerships 30 37. Composition of incorporated limited partnerships 30 38. Change in membership 31 39. Differences between partners 31 40. Agents 32 41. Partnership agreement 33 Division 2 — Management 42. Limited partner must not take part in management of incorporated limited partnership 33 43. When does limited partner take part in management? 34 44. Proposals to which section 43(1)(k)(i) applies 37 Division 3 — Registration 45. Application for registration 38 46. Registration 40 Division 4 — Lodgment of documents relating to registration 47. Evidence of status: on registration 42 48. Evidence of status: after registration 42 Division 5 — Liability of partner 49. Limitation of liability of limited partner 43 50. Effect on liability of change in status of partner 44 51. Liability for business conducted outside State 44 52. Liability under corresponding law 45 53. Effect of sections 51 and 52 45 Division 6 — Winding up Subdivision 1 — Voluntary winding up 54. Voluntary winding up 46 Subdivision 2 — Winding up required by Commissioner 55. Grounds for winding up required by Commissioner 46 56. Commissioner may require incorporated limited partnership to show cause 47 57. How incorporated limited partnership may show cause 48 58. Commissioner may give winding up notice where cause not shown 48 59. Commissioner must record in register where cause shown 48 60. Power to cancel winding up notice given in error 49 61. Notices must be recorded in register 49 62. Commencement and completion of winding up 49 63. Costs of winding up 50 64. Appointment of liquidator 50 65. Distribution of assets on winding up 51 Subdivision 3 — Winding up under Corporations Act 66. Application of Corporations Act to winding up 51 Subdivision 4 — Winding up generally 67. Notice of winding up 53 68. No notice of winding up 54 Division 7 — Cancellation of registration 69. Cancellation of registration on winding up 55 70. Notice of cancellation 55 71. Effect of cancellation 55 Division 8 — Miscellaneous 72. Entitlement to make assumptions 55 73. Assumptions that can be made 56 74. Common seal 57 75. Execution 58 76. Enforcing judgments 58 77. Proper party to proceeding 58 Part 5 — General Division 1 — Register and registration 78. Register 59 79. Power to make or correct certain entries in register 59 80. Reinstatement of registration 60 81. Entry in register constitutes notice 61 Division 2 — Certificates of registration 82. Certificate of registration to be issued 61 83. Certificate of registration to be displayed 62 Division 3 — Change in registered particulars 84. Notice of change in registered particulars 63 85. Change in agreed contribution of limited partner 64 86. Register to record change in registered particulars 64 Division 4 — Restrictions on members 87. Terms used 64 88. Restrictions on insolvents 65 89. Restrictions on convicted persons 65 90. Restrictions on disqualified persons 66 91. Contravention does not affect liability 67 92. Leave of Commissioner 67 93. Revoking leave of Commissioner 68 Division 5 — Reviews 94. Terms used 68 95. Reviewable decisions 68 96. Review of reviewable decisions 70 Division 6 — Offences 97. Giving false or misleading information 70 98. Offences by partnership 70 99. Time for bringing proceedings for offences 71 Division 7 — Miscellaneous 100. How notices may be given 71 101. How consent may be given 71 102. Registered office 72 103. Service 72 104. Lodgment of documents 73 105. Signing of documents 74 106. Business documents 74 107. Inspection of accounts and financial records 76 Division 8 — Application of other written laws 108. Application of Fair Trading Act 76 109. Application of Criminal Procedure Act 2004 77 Division 9 — Regulations and orders 110. Regulations 78 111. Regulations prescribing model limited partnership agreement 79 112. Regulations relating to Corporations Act 79 113. Orders declaring corresponding law 79 Part 6 — Repeals and transitional matters 114. Terms used 81 115. Written laws repealed 81 116. Existing limited partnerships 81 117. Existing register 83 118. Existing statements 83 119. Time limit under section 99 84 120. Leave taken to have been granted under section 92(4) 84 121. Transitional regulations 85 Part 7 — Partnership Act 1895 amended 122. Partnership Act 1895 amended 87 Notes Compilation table 89 Defined terms Western Australia Limited Partnerships Act 2016 An Act to — * provide for the formation and registration of limited partnerships and incorporated limited partnerships; and * repeal the Limited Partnerships Act 1909; and * make consequential amendments to the Partnership Act 1895, and for related purposes. [Assented to 29 November 2016] The Parliament of Western Australia enacts as follows: