Section 56 of Partnerships Act 16 of 2012: 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 partners, each of whom has limited liability.
(2) A general partner shall he liable for all debts and obligations of the partnership.
(3) A limited partner shall be liable for the debts or obligations of the partnership to the extent of the amount contributed the partnership at the time of joining the partnership.
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- 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...
- Section 74 - Disclosure of information about partners, etc.
(1) A person dealing with a partnership shall be entitled, on request to the partnership or to a partner, to be informed of— (a) the full name of each partner; and
(b) the address of service of...
- Section 75 - Rules
The Minister may, on the recommendation of the Registrar, make rules for the better carrying into effect of the provisions of this Act.
- Section 76 - Regulations
(1) The Minister may make regulations to provide for the registration of limited partnerships under this Act.
(2) The regulations may, in particular—
(a) impose fees in respect of—
(i) the...
- Section 77 - Repeal of Cap. 29
The Partnership Act is repealed.
- Section 78 - Transitional provisions
Notwithstanding section 77—
(a) a partnership, which has been duly registered under the Partnership’s Act (now repealed) and is in existence at the commencement of this Act (hereinafter called “an...
- Section 79 - Amendment of Cap. 22
The Limitation of Actions Act is amended by inserting the following new section immediately after section 10—
10A. Special time limit for secondary liability of partners
(1) An action to hold a...