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  • Part 2: Part 2: Introductory Provisions

    • Article 7 - Meaning of Partnership Agreement and Partnership

      (1) A Partnership Agreement is an agreement between two or more persons for carrying on a Business together 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 Business together under a Partnership Agreement.
      (3) For the purposes of these Regulations, persons who have entered into Partnership with 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 Business with another merely because:
      (A) he receives a payment contingent on or varying with the Profits of a Business;
      (B) he is an agent of a person engaged in a Business and has a contract for his remuneration by a share of the Profits of the Business;
      (C) he receives a debt or other liquidated amount (by instalments or otherwise) out of the accruing Profits of 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 Profits made in a Business in which the deceased was a Partner;
      (E) he lends money to a person engaged in or about to engage in a Business and under the contract for the loan is to receive a rate of interest varying with the Profits of the Business or a share of those Profits; or
      (F) he sells the goodwill of a Business and receives (by way of annuity or otherwise) a share of the Profits of the Business in return for the sale.
      (2) A person does not carry on a Business with another merely because they share an interest in Property (whether or not they share Profits made by the use of the Property).
      (3) A person does not carry on a Business with another merely because they share gross Profits (whether or not they have a joint or common interest in any Property from which, or from the use of which, the returns are derived).

    • Article 9 - General and Limited Partnerships

      (1) A Limited Partnership is a Partnership comprising at least one General Partner and at least one Limited Partner, as set out in Article 36.
      (2) A General Partnership is a Partnership which is not a Limited Partnership.
      (3) For the avoidance of doubt provisions in these Regulations relating to Partnerships apply to both General Partnerships and Limited Partnerships unless the context demands otherwise and provisions relating to Partners apply to both General Partners and Limited Partners unless the context demands otherwise.

    • Article 10 - Bodies excluded from scope of these Regulations

      (1) None of the following is a Partnership for the purposes of these Regulations:-
      (A) A limited liability partnership established under the QFC Limited Liability Partnerships Regulations 2005;
      (B) any other body corporate wherever incorporated;
      (C) a partnership constituted under the law of a country or territory outside the QFC which 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 Partnership Agreement 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 Partnership if the point dealt with in the rule is not dealt with in the Partnership Agreement.
      (2) If a Default Rule applies 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 Rule in relation to a Partnership may be modified or excluded:
      (A) in accordance with the terms of the Partnership Agreement; or
      (B) if all the Partners agree.