Section 23 of Partnerships Act 16 of 2012: Secondary nature of partner’s liability
A partner may not in any proceedings, be held personally liable under section 22(1) unless—
(a) there has been a judgment. Order or arbitral award against the partnership in the same or earlier proceedings, establishing the amount of the partnership obligation; or
(h) the Court has ordered the partnership to make payment in respect of the partnership obligation.
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- Section 24 - Chief Justice may make rules on partner’s secondary liability
(1) The Chief Justice may make rules—
(a) preventing a partner from defending; or
(b) restricting the extent to which, or the way in which, a partner may defend,
proceedings in respect of...
- Section 25 - Non-partners who are liable by “holding out”
(1) A person who is not a partner in a partnership and who by words spoken or written or by conduct—
(a) represents the partnership as a partner; or
(b) knowingly allows the partnership to be...
- Section 26 - Admission of new partners
(1) A person may become a partner in an existing partnership with the consent of all existing partners.
(2) The consent referred to in subsection (1) may either be express in writing or inferred...
- Section 27 - Ceasing to be a partner
A person shall cease to be a partner in a partnership if—
(a) the person dies;
(b) the person is expelled as a partner by his co-partners under the provisions of section 29;
(c) the partnership...
- Section 28 - Resignation of a partner
(1) A partner may resign from a partnership only by giving to the other partners notice of intention to do so not less than three months before the resignation is to take effect.
(2) If—
(a) a...
- Section 29 - Power to expel partner
(1) A majority of partners in a partnership may expel a partner if— (a) an order is made against the partner under section 44; or
(b) the whole or a part of the partner’s shares in the...
- Section 30 - Realization of shares of former partner (other than on winding up)
A person who ceases to be a partner before the break up of a partnership shall be entitled to the assets or shall be liable for any losses or obligations which he would have been entitled to or liable...
- Section 31 - Liability of former partner for obligations incurred while a partner
(1) A person who ceases to be a partner does not cease to be personally liable under section 22(1) for partnership obligations incurred while a partner.
(2) An agreement between a former partner,...
- Section 32 - Former partners: indemnity and contribution, and return of property
(1) A partnership shall indemnify a former partner in respect of payment made by the partner to discharge the whole or part of his personal liability for a partnership obligation.
(2) An indemnity...
- Section 33 - Restrictions on liability of former partners or employees by “holding out”
(1) A former partner is not personally liable for a debt or obligation incurred by the partnership as a result of any dealings between the partnership and a person who deals with the partnership...
- Section 34 - Position of assignee of partner’s share
(1) An assignment of a share in a partnership shall not entitle the assignee to—
(a) participate in the management or administration of the partnership business or affairs; or
(b) inspect the...
- Section 35 - Break up of partnership
(1) A partnership breaks up if—
(a) the number of partners falls below two;
(b) the partnership is for a fixed term and the term expires;
(c) an order to break up the partnership is made by the...
- Section 36 - Effects of break up
(1) A partnership which breaks up in the manner described in section 35 shall carry on with partnership business in so far as it is necessary for— (a) the dissolution of the partnership;
(b)...
- Section 37 - Restriction on ceasing to be a partner on or after break up
(1) A person who ceases to be a partner on the break up of a partnership is nevertheless to be treated as continuing to be a partner only for purposes of winding up the partnership.
(2) Subsection...
- Section 38 - Publicity for departure of partner or break up of partnership
(1) A person who voluntarily ceases to be a partner in a partnership—
(a) may publish notice of the fact that he has ceased to be a partner; and
(b) may require the other partners to give any...
- Section 39 - Protection for property acquired after break-up
(1) In this section, “successor partnership” means a partnership—
(a) formed on or after the break up of a partnership which has not been dissolved; and
consisting of at least one person who was a...
- Section 40 - Winding up by partners
(1) A partnership which breaks up may be wound up under this section by one or more partners in the partnership.
(2) Differences arising as to matters connected with the winding up of the...
- Section 41 - Distribution of partner’s assets on winding up
(1) The interests of partners in the partnership property and their rights and duties in relation to the partnership property shall, on the winding up of the partnership, be determined by the...
- Section 42 - Dissolution of partnership which has broken up
(1) A partnership which breaks up under section 35 shall stand dissolved if—
(a) all partnership property is distributed to persons entitled to it;
(b) any trust property has been transferred to—...
- Section 43 - Power of Court to make order charging partner’s share
(1) The Court may, on the application by a judgment creditor of a partner, make an order charging that partner’s interest in the partnership property and profits with payment of the judgement debt and...
- Section 44 - Power of Court to make order removing partner or breaking up partnership
(1) The Court may, on the application of any partner, make an order—
(a) removing the partner from the partnership; (b) removing another partner from the partnership; or (c) breaking up the...
- Section 45 - Order to specify date of removal or break up
(1) An order under section 44(1)(a) or (b) shall specify the date a partner ceases to be a partner, which may be any date not earlier than the date on which the applicant became partner.
(2) An...
- Section 46 - Combination orders
(1) An application for an order breaking up a partnership under section 44(1)(c) may include an application for an order under section 50 or 51.
(2) An order under section 44(1)(c) may be combined...
- Section 47 - Court may give directions
(1) The Court may, by an order under section 44, give such directions as it thinks fit for giving effect to the order, including, in particular—
(a) directions as to the rights of a specified...
- Section 48 - Fraud, misrepresentation or non-disclosure
(1) Sections 50 and 51 shall apply, if the ground on which the Court makes an order under section 50 is that of fraud, misrepresentation or non-disclosure by a partner.
(2) Each applicant for the...
- Section 49 - Meaning of “non-disclosure”
In section 48, “non-disclosure” means breach of a duty of disclosure—
(a) under section 9(2)(a) or 10; or
(b) under the default rule in section 15(2)(b) or any substituted provision in the...
- Section 50 - Interim orders
In relation to an application made under section 44(1)(a) or (b), the Court may make an order prohibiting or limiting the extent to which the partner sought to be removed takes part in the partnership...
- Section 51 - Order breaking up partnership on application of the Minister
(1) Where it appears to the Minister that a partnership should be broken up, the Minister may apply to the Court for an Order breaking up the partnership.
(2) On an application tinder subsection...
- Section 52 - Power of Court to appoint liquidator
(1) The Court may on the application made by—
(a) a partner;
(b) a person interested in the winding up of the partnership; or
(c) a creditor of the partnership,
make an order appointing a...
- Section 53 - Order appointing provisional liquidator
(1) If an application made under section 52 has not yet been determined, the Court may, on the application of—
(a) a partner;
(b) a person interested in the winding up of the partnership; or...
- Section 54 - Order for repayment of premium on premature break up of partnership
(1) A person who—
(a) joins a partnership whose duration is fixed;
(b) pays a joining premium to an existing partner in the partnership; and
(c) the partnership breaks up before its term...
- Section 55 - Order for benefit of former partner
(1) A person who is interested in the winding up of a partnership may make an application for one or more orders under subsection (2).
(2) On the hearing of an application under subsection (1), the...
- Section 56 - What constitutes a limited partnership
(1) A partnership is a limited partnership for the purposes of this Part only if it has—
(a) one or more general partners, each of whom has unlimited liability; and
(b) one or more limited...
- Section 57 - Becoming and ceasing to be a limited partner
(1) A person shall become a limited partner in a limited partnership when the person is registered as such.
(2) A person shall cease to be a limited partner if— (a) the person is deregistered as...
- Section 58 - Role of limited partner to be restricted
(1) A limited partner shall not take part in the management of the partnership business.
(2) A person who contravenes subsection (1) is personally liable for—
(a) any partnership obligation...
- Section 59 - Limited partner’s liability to be limited
(1) A limited partner shall not be entitled either directly or indirectly to draw out or receive back the whole or part of the capital contribution that the partner has made to the partnership....
- Section 60 - General application of Act to limited partnerships
Subject to sections 62, 63 and 64, this Act applies in relation to limited partnerships as it applies in relation to general partnerships.
- Section 61 - Rights and duties of the partners, etc.
(1) Differences arising relating to ordinary matters connected with the partnership business or affairs shall to decided by—
(a) the general partner; or
(b) if there is more than one general...
- Section 62 - Changes in partners
(1) A person may become a partner in an existing partnership if all the general partners in the partnership agree to the person’s admission into the partnership.
(2) Partners in a partnership may...
- Section 63 - Break up and winding up of limited partnership
(1) Unless the Court orders otherwise the winding up of a limited partnership shall be conducted by a general partner.
(2) Sections 54 and 51 and the Second Schedule shall with necessary...
- Section 64 - Limited partnership Registered Office
A limited partnership shall establish and maintain a registered office to which communications may be delivered or addressed.
- Section 65 - Name of a limited partnership
(1) The name of a limited partnership shall have—
(a) the word “limited partnership”; or
(b) the abbreviation “lp” or “LP”, appearing at the end of its name.
(2) A partnership may not be...
- Section 66 - Improper use of the expression “limited partnership”, etc.
(1) This section applies to the following entities— (a) a limited partnership;
(b) a partner in a limited partnership;
(c) a foreign limited partnership; or
(d) a partner in a foreign limited...
- Section 67 - Information to be provided on partnership documents
(1) The partners of a limited partnership shall state the name and the address of the registered office of the limited partnership on any partnership document.
(2) A general partner who fails to...
- Section 68 - Application for registration
(1) A person who wishes to register a partnership shall deliver to the
Registrar an application for registration together with a statement specifying—
(a) the name under which the limited...
- Section 69 - Registration and registration certificate
(1) On receiving an application for the registration of a limited partnership under section 68, the Registrar shall, if satisfied that section 65 has been complied with—
(a) register it as a limited...
- Section 70 - Registration of charges, deregistration and other matters
(1) The Registrar may make rules relating to the procedures of registration under this Act.
(2) The Fifth Schedule shall have effect for purposes of this section.
- Section 71 - Offences of providing false information
(1) A person who knowingly provides or causes to another person provide, false information commits an offence and is liable on conviction to a term not exceeding six years or to a fine not exceeding...
- Section 72 - Offences by bodies corporate
(1) If an offence under this Part committed by a body corporate is proved—
(a) to have been committed with the consent or connivance of an officer of the body corporate; or
(b) to be attributable...
- Section 73 - Evidence
(1) A certificate of the registration of a partnership is conclusive evidence that—
(a) the requirements relating to registration, and other matters precedent and incidental to it, have been...