Part 2: Part 2: Introductory Provisions
Article 7 - Meaning of Partnership Agreement and Partnership(1) A
PartnershipAgreement is an agreement between two or more persons for carrying on a Businesstogether with the object of making a profit.(2) For the purposes of these Regulations, " Partnership" is the relation which subsists between persons (each a " Partner") carrying on a Businesstogether under a PartnershipAgreement.(3) For the purposes of these Regulations, persons who have entered into Partnershipwith one another are called collectively "a Partnership".(4) In these Regulations" Business" includes every trade, profession and occupation.
Article 8 - Whether or not persons are carrying on a Business together(1) For the purposes of Article 7(1), a person does not carry on a
Businesswith another merely because:(A) he receives a payment contingent on or varying with the Profitsof a Business;(B) he is an agent of a person engaged in a Businessand has a contract for his remuneration by a share of the Profitsof the Business;(C) he receives a debt or other liquidated amount (by instalments or otherwise) out of the accruing Profitsof a Business;(D) he is the beneficiary of the estate of a person who has died and receives by way of annuity a share of Profitsmade in a Businessin which the deceased was a Partner;(E) he lends money to a person engaged in or about to engage in a Businessand under the contract for the loan is to receive a rate of interest varying with the Profitsof the Businessor a share of those Profits; or(F) he sells the goodwill of a Businessand receives (by way of annuity or otherwise) a share of the Profitsof the Businessin return for the sale.(2) A person does not carry on a Businesswith another merely because they share an interest in Property(whether or not they share Profitsmade by the use of the Property).(3) A person does not carry on a Businesswith another merely because they share gross Profits(whether or not they have a joint or common interest in any Propertyfrom which, or from the use of which, the returns are derived).
Article 9 - General and Limited Partnerships(1) A
Limited Partnershipis a Partnershipcomprising at least one General Partnerand at least one Limited Partner, as set out in Article 36.(2) A General Partnershipis a Partnershipwhich is not a Limited Partnership.(3) For the avoidance of doubt provisions in these Regulationsrelating to Partnershipsapply to both General Partnershipsand Limited Partnershipsunless the context demands otherwise and provisions relating to Partnersapply to both General Partnersand Limited Partnersunless the context demands otherwise.
Article 10 - Bodies excluded from scope of these Regulations(1) None of the following is a
Partnershipfor the purposes of these Regulations:-(A) A limited liability partnership established under the QFCLimited Liability Partnerships Regulations2005;(B) any other body corporate wherever incorporated;(C) a partnership constituted under the law of a country or territory outside the QFCwhich does not comply with Part 8 of these Regulations; or(D) any other association or body formed under any other law, Enactment, letters patent or charter or under the law of a country or territory outside the QFC.
Article 11 - Partnership Agreements(1) A
PartnershipAgreement may be varied in accordance with its terms or with the agreement of all existing Partners.
Article 12 - Default Partnership rules(1) In these
Regulations" Default Rule" means a rule that applies in relation to a Partnershipif the point dealt with in the rule is not dealt with in the Partnership Agreement.(2) If a Default Ruleapplies in relation to a Partnership, it is to be treated as if it were a term of the Partnership Agreement.(3) The application of a Default Rulein relation to a Partnershipmay be modified or excluded:(A) in accordance with the terms of the Partnership Agreement; or(B) if all the Partnersagree.