• Part 4 Part 4 Limited Partnerships

    • Article 37 - Limited and General Partners

      (1) A Limited Partnership must have:
      (A) one or more General Partners each of whom has unlimited liability, and
      (B) one or more Limited Partners each of whom has limited liability so long as he complies with Article 38.
      (2) A person does not become a Limited Partner in a Limited Partnership until registered as such.
      (3) A person does not cease to be a Limited Partner in a Limited Partnership until he is registered as no longer being a Limited Partner in the Partnership.
      (4) But subsection (2) does not apply if the person ceases to be a Partner on his death or (if not an individual) dissolution.
      (5) A "General Partner" is a person who:
      (A) is a Partner in a Limited Partnership, but
      (B) is not a Limited Partner.
      (6) A Partnership is not a Limited Partnership until registered as such in accordance with the provisions in Part 5 of these Regulations.
      (7) Article 37 (2) and (3) do not apply to a Limited Partner in a Limited Partnership that is a Collective Investment Fund.

    • Article 38 - Restricted role of Limited Partner

      (1) A Limited Partner must not take part in the management of the Partnership Business or affairs.
      (2) Nothing in subsection (1) prevents a Limited Partner from doing anything which is a permitted activity under Article 39.

    • Article 39 - Permitted activities for Limited Partners

      (1) Each of the following is a permitted activity:
      (A) taking part in a decision about the variation of the Partnership Agreement;
      (B) subject to Article 43(4) and (5), taking part in a decision about whether to approve, or veto, a class of investment by the Limited Partnership;
      (C) taking part in a decision about whether the general nature of the Partnership Business should change;
      (D) subject to Article 43(4) and (5), taking part in a decision about whether to dispose of the Partnership Business or to acquire another Business;
      (E) taking part in a decision about whether a person should become or cease to be a Partner;
      (F) taking part in a decision about whether the Partnership should end;
      (G) taking part in a decision about how the Partnership should be wound up;
      (H) enforcing his rights under the Partnership Agreement (unless those rights are to carry out management functions);
      (I) approving the accounts of the Limited Partnership;
      (J) being engaged under a contract by the Limited Partnership or by a General Partner in the Limited Partnership (unless the contract is to carry out management functions);
      (K) acting in his capacity as a director or employee of, or a shareholder in, a corporate General Partner;
      (L) taking part in a decision which involves an actual or potential conflict of interest between a Limited Partner (or Limited Partners) and a General Partner (or General Partners);
      (M) discussing the prospects of the Partnership Business;
      (N) consulting or advising a General Partner, or the General Partners, about the activities of the Limited Partnership or about its accounts (including doing so as a member of an advisory committee of the Limited Partnership);
      (2) Without prejudice to Article 39(1)(E) above a Limited Partner has no right to dissolve a Limited Partnership by notice.
      (3) Without prejudice to Article 39(1 )(F) above, only a General Partner, or the General Partners, may decide that the Limited Partnership will not break up upon the death or (if not an individual) dissolution of a Partner.

    • Article 40 - Limited Liability of Limited Partner

      (1) Subject to subsection (3) and Article 41, a Limited Partner is not personally liable for any Partnership Obligation incurred while he is a Limited Partner.
      (2) While a person remains a Limited Partner, he is not entitled either directly or indirectly to draw out or receive back the whole or part of any Relevant Capital Contribution made by him to the Partnership.
      (3) If he does so:
      (A) he is personally liable under Article 24(1) (subject to Article 24(2)) for any Partnership Obligation incurred while he is a Limited Partner; but
      (B) his total personal liability under Article 24(1) cannot exceed the amount drawn out or received back.

    • Article 41 - Limited Partner who has unlimited Liability

      (1) If a Limited Partner fails to comply with Article 38, he is personally liable under Article 24(1) (subject to Article 24(2)) for:
      (A) any Partnership Obligation incurred as a result of the non-compliance; and
      (B) any other Partnership Obligation incurred during the period of non-compliance.

    • Article 42 - General application of Regulations to Limited Partnerships

      (1) Subject to any provision to the contrary, the entirety of these Regulations apply in relation to Limited Partnerships as it applies in relation to General Partnerships.

    • Article 43 - Rights and duties of the Partners etc

      (1) A Limited Partner is not subject to the duties in:
      (A) Article 14(2)(A) and (C) (keeping Partners informed and accounting for Profits of a competing Business); and
      (B) Article 20 (keeping accounting and Partnership Records etc.).
      (2) Article 21 (Partnership bound by acts of Partners carrying on Business in usual way) does not apply in relation to a Limited Partner.
      (3) Subsections (4) to (7) contain Default Rules for a Limited Partnership.
      (4) Differences about ordinary matters connected with the Partnership Business or affairs may be decided by:
      (A) the General Partner; or
      (B) if there is more than one General Partner, a majority of them.
      (5) But differences about other matters connected with the Partnership Business or affairs must be decided by:
      (A) the General Partner; or
      (B) if there is more than one General Partner, all of them.
      (6) The question whether a Limited Partner should be given authority to act on behalf of the Partnership is not an ordinary matter.
      (7) The Partnership Agreement cannot be varied under subsection (4).

    • Article 44 - Change in Partners

      (1) Nothing in Article 30 prevents a person to whom a Partner has assigned the whole of his share absolutely from becoming a Partner in place of the assignor if:
      (A) the General Partner agrees to the substitution or, if there is more than one General Partner, all of them agree to it; or
      (B) the substitution is made in accordance with the Partnership Agreement.

    • Article 45 - Break up and winding up of Limited Partnership

      (1) It is a Default Rule for a Limited Partnership that the responsibility for winding up the Partnership under Article 34 is that of the General Partner or General Partners, unless:
      (A) the Tribunal orders otherwise; or
      (B) there are no General Partners.