Partnership Regulations 2007

QFC Reg No 13 – QFC Partnership Regulations
Enactment Notice
Part 1:
Application, Commencement and Interpretation
Article 1 - Citation
Article 2 - Application
Article 3 - Commencement
Article 4 - Language
Article 5 - Interpretation
Article 6 - Power of QFC Authority and QFC Regulatory Authority to make rules
Part 2:
Introductory Provisions
Article 7 - Meaning of Partnership Agreement and Partnership
Article 8 - Whether or not persons are carrying on a Business together
Article 9 - General and Limited Partnerships
Article 10 - Bodies excluded from scope of these Regulations
Article 11 - Partnership Agreements
Article 12 - Default Partnership rules
Part 3:
Provisions Relating to Partnerships in General
Article 13 - The carrying on of the Partnership Business
Article 14 - Overriding duty of good faith
Article 15 - Duties of disclosure on forming or joining Partnership
Article 16 - Partner's share of Profits and Losses
Article 17 - Remuneration, expenses, personal liabilities etc
Article 18 - Capital contribution etc. by Partner
Article 19 - Management etc, of Partnership Business and affairs
Article 20 - Accounting and Partnership Records
Article 21 - Partnership bound by acts of Partners carrying on Business in usual way
Article 22 - Partnership Property
Article 23 - Vicarious Liability of Partnership for loss or injury caused by Partner
Article 24 - Unlimited Liability of Partners
Article 25 - Partner's secondary Liability: supplementary
Article 26 - Non-Partners who are liable by "holding out"n
Article 27 - Liability of former Partner for obligations incurred while a Partner
Article 28 - Restrictions on Liability of former Partners or employees by "holding out"
Article 29 - Disclosure of Names and Addresses of Partners
Article 30 - Position of assignees etc. of Partner's share
Article 31 - Events which break up a Partnership
Article 32 - Effects of break up
Article 33 - Publicity for departure of Partner or break up of Partnership
Article 34 - Winding up by Partners
Article 35 - Distribution of Partnership's assets on winding up
Article 36 - POptional Registration of a General Partnership
Part 4:
Limited Partnerships
Article 37 - Limited and General Partners
Article 38 - Restricted role of Limited Partner
Article 39 - Permitted activities for Limited Partners
Article 40 - Limited Liability of Limited Partner
Article 41 - Limited Partner who has unlimited Liability
Article 42 - General application of Regulations to Limited Partnerships
Article 43 - Rights and duties of the Partners etc
Article 44 - Change in Partners
Article 45 - Break up and winding up of Limited Partnership
Part 5:
Incorporation and Registration of Limited Partnerships
Article 46 - Incorporation of a Limited Partnership
Article 47 - Registration
Article 48 - Registration of membership changes
Article 49 - Notices under Article 48
Article 50 - Situation of registered office
Article 51 - Change of registered office
Article 52 - Registration of Name
Article 53 - Change of Name
Article 54 - Effect of change of Name
Article 55 - Power to require change of Name
Article 56 - Improper use of "Limited Partnership"
Article 57 - Similarity of Names
Article 58 - Name to appear outside place of Business
Article 59 - Disclosures required of a Limited Partnership in the use of its Name
Part 6:
Limited Partnerships: Annual Return
Article 60 - Duty to deliver annual returns
Article 61 - Contents of annual return
Part 7:
Limited Partnerships: Accounting and Audit Requirements
Article 62 - Maintenance of accounting Records
Article 63 - Financial year of a Limited Partnership
Article 64 - Limited Partnership accounts
Article 65 - Provision of copy of accounts to Partners
Article 66 - Publication of accounts
Article 67 - Qualification of auditor
Article 68 - Appointment and removal of auditor
Article 69 - Remuneration of auditor
Article 70 - Resignation of auditor
Article 71 - Auditor's report to the members
Article 72 - Powers and duties of auditor
Article 73 - Auditor's right to information
Article 74 - Obstruction of auditor
Part 8:
Branches
Article 75 - Requirement for registered Branch
Article 76 - Application to establish a Branch
Article 77 - Acceptance or refusal of application to register a Branch
Article 78 - Prohibition of Branch with an undesirable Name
Article 79 - Principal Representatives
Article 80 - Register of Branches
Article 81 - Records to be kept by Branches
Article 82 - Letterheads
Article 83 - Name to appear outside place of Business
Article 84 - Financial penalties
Part 9:
Contraventions
Article 85 - General contraventions
Article 86 - Involvement in contraventions
Article 87 - Imposition of financial penalties
Part 10:
Other Powers of the CRO
Article 88 - Direction to the Partnership to comply with these Regulations
Article 89 - Dissolution of Partnership
Part 11:
Application to the Tribunal
Article 90 - Orders for compensation
Article 91 - Minority member protection: unfair prejudice
Article 92 - Order for benefit of former Partner
Part 12:
Insolvency Provisions
Article 93 - Application of QFC Insolvency Regulations
Part 13:
Interpretation and Definitions
Article 94 - Interpretation
Article 95 - Definitions
Schedule 1:
Contraventions with Financial Penalties Stipulated