(CHAPTER 37)ARRANGEMENT OF SECTIONS
(CHAPTER 37)ARRANGEMENT OF SECTIONS
Section
1. Short title
2. Interpretation
3. Definition and constitution of limited partnership
4. Registration of limited partnership required
5. Modifications of general law in case of limited partnerships
6. Law as to private partnership to apply
7. Manner and particulars of registration
8. Registration of changes in partnership
9. Advertisement of certain changes
10. (Repealed)
11. Making false returns to be misdemeanor
12. Registrar to file statement and issue certificate of registration
13. Register and index to be kept
14. Inspection of statements registered
15. Rules
16. Fees
Schedule. Table of Fees payable to the Registrar of Companies
To establish limited partnerships.
[1 June 1912)
1. Short title
This Ordinance may be cited as the Limited Partnerships Ordinance.
(Amended 43 of 1912 Schedule; 5 of 1924 s. 6)
2. Interpretation
(1) In this Ordinance, unless the context otherwise requires-
"firm", "firm name", and "business" have the same meanings as in the
Partnership Ordinance (Cap. 38);
"general partner" means any partner who is not a limited partner as
defined by this Ordinance;
"Registrar of Companies" means the officer appointed for the registration
of companies under the Companies Ordinance (Cap. 32).
Application
(2) This Ordinance shall apply to such partnerships carrying on business
in the Colony as in the opinion of the Registrar of Companies can properly
be described as non-Chinese partnerships.
(Amended 43 of 1912 Schedule)
[cf. 1907 c. 24 s. 3 U. K.]
3. Definition and constitution of limited partnership
(1) Limited partnerships may be formed in the manner and subject to the
conditions by this Ordinance provided. (Amended 43 of 1912 Supp. Schedule;
G. N. 246 of 1913)
(2) A limited partnership shall not consist in any case
of more than 20 persons, and must consist of one or more persons called
general partners, who shall be liable for all debts and obligations of the
firm, and one or more persons to be called limited partners, who shall at
the time of entering into such partnership contribute thereto a sum or
sums as capital or property valued at a stated amount, and who shall not
be liable for the debts or obligations of the firm beyond the amount so
contributed. (Amended 5 of 1924 Schedule)
(3) A limited partner shall not during the continuance of the partnership,
either directly or indirectly, draw out or receive back any part of this
contribution, and if he does so draw out or receive back any such part,
shall be liable for the debts and obligations of the firm up to the amount
so drawn out or received back.
(4) A body corporate may be a limited
partner.
[cf. 1907 c. 24 s. 4 U. K.]
4. Registration of limited partnership required
Every limited partnership must be registered as such in accordance with
the provisions of this Ordinance, or in default thereof it shall be deemed
to be a general partnership and every limited partner shall be deemed to
be a general partner.
[cf. 1907 c. 24 s. 5 U. K.]
5. Modifications of general law in case of limited partnerships
(1) A limited partner shall not take part in the management of the
partnership business, and shall not have power to bind the firm:
Provided that a limited partner may be himself or his agent at any time
inspect the books of the firm and examine into the state and prospects of
the partnership business, and may advise with the partners thereon.
(2) If a limited partner takes part in the management of the partnership
business, he shall be liable for all debts and obligations of the firm
incurred while he so takes part in the management as though he were a
general partner.
(3) A limited partnership shall not be dissolved by the death or
bankruptcy of a limited partner, and the lunacy of a limited partner shall
not be a ground for dissolution of the partnership by the court unless the
lunatic's share cannot be otherwise ascertained and realized.
(4) In the event of the dissolution of a limited partnership its affairs
shall be wound up by the general partners unless the court otherwise
orders.
(5) Application to the court to wind up a limited partnership shall be by
petition under the Companies Ordinance (Cap. 32), and the provisions of
that Ordinance relating to the winding-up of companies by the court and of
the rules made thereunder (including provisions as to fees) shall, subject
to such modification (if any) as the Governor in Council may by rules
provide, apply to the winding-up by the court of limited partnerships,
with the substitution of general partners for directors.
(6) Subject to
any agreement expressed or implied between the partners-
(a) any
difference arising as to ordinary matters connected with the partnership
business may be decided by a majority of the general partners;
(b) a limited partner may, with the consent of the general partners,
assign his share in the partnership, and upon such an assignment the
assignee shall become a limited partner with all the rights of the
assignor;
(c) the other partners shall not be entitled to dissolve the partnership
by reason of any limited partner suffering his share to be charged for his
separate debt;
(d) a person may be introduced as a partner without the
consent of the existing limited partners;
(e) a limited partner shall not be entitled to dissolve the partnership by
notice. [cf. 1907 c. 24 s. 6 U. K.]
6. Law as to private partnership to apply
Subject to the provisions of this Ordinance, the Partnership Ordinance
(Cap. 38), and rules of equity and of common law applicable to
partnerships, except so far as they are inconsistent with the express
provisions of the last-mentioned Ordinance, shall apply to limited
partnerships.
7. Manner and particulars of registration
The registration of a limited partnership shall be effected by sending by
registered post or delivering to the Registrar of Companies a statement
signed by the partners containing the following particulars-
(a) the firm name;
(b) the general nature of the business;
(c) the principal place of business;
(d) the full name of each of the partners;
(e) the term, if any, for which the partnership is entered into, and the
date of its commencement;
(f) a statement that the partnership is limited, and the description of
every limited partner as such;
(g) the sum contributed by each limited partner, and whether paid in cash
or how otherwise.
[cf. 1907 c. 24 s. 8 U. K.]
8. Registration of changes in partnerships
(1) If during the continuance of a limited partnership any change is made
or occurs in-
(a) the firm name;
(b) the general nature of the business;
(c) the principal place of business;
(d) the partners or the name of any partner;
(e) the term or character of the partnership;
(f) the sum contributed by any limited partner;
(g) the liability of any partner by reason of his becoming a limited
instead of a general partner or a general instead of a limited partner, a
statement, signed by the firm, specifying the nature of the change shall
within 7 days be sent by post or delivered to the Registrar of Companies.
(2) If default is made in compliance with the requirements of this
section, each of the general partners shall be liable on summary
conviction to a fine of $ 50 for each day during which the default
continues. (Amended 21 of 1912 s. 2; 22 of 1950 Schedule) [cf. 1907 c. 24
s. 9 U. K.]
9. Advertisement of certain changes
Notice of any arrangement or transaction under which any person will cease
to be a general partner in any firm and will become a limited partner in
that firm, or under which the share of a limited partner in a firm will be
assigned to any person, shall be forthwith advertised in the Gazette, and
until notice of the arrangement or transaction is so advertised the
arrangement or transaction shall, for the purposes of this Ordinance, be
deemed to be of no effect.
[cf. 1907 c. 24 s. 10 U. K.]
10. (Repealed 19 of 1977 s. 2)
11. Making false returns to be misdemeanor
Any person who makes, signs, sends or delivers for the purpose of
registration under this Ordinance any false statement known by him to be
false or any incomplete statement known by him to be incomplete shall be
guilty of an offence triable upon indictment. (Amended 33 of 1939
Schedule; 50 of 1991 s. 4 (1))
[cf. 1907 c. 24 s. 12 U. K.]
12. Registrar to file statement and issue certificate of registration
On receiving any statement made in pursuance of this Ordinance and upon
receipt of the prescribed fee payable in respect thereof, the Registrar of
Companies shall cause such statement to be filed, and he shall send by
registered post to the firm from whom such statement has been received a
certificate of the registration thereof. (Amended 33 of 1939 Schedule; 19
of 1977 s. 3)
[cf. 1907 c. 24 s. 13 U. K.]
13. Register and index to be kept
The Registrar of Companies shall keep at his office, in proper books to be
provided for the purpose, a register and an index of all the limited
partnerships as aforesaid, and of all the statements registered in
relation to such partnerships.
[cf. 1907 c. 24 s. 14 U. K.]
14. Inspection of statements registered
(1) Any person may, on payment of the fee specified in the Schedule-
(a) inspect the statements registered under this Ordinance; and
(b) require to be issued-
(i) a certificate of the registration of any limited partnership;
(ii) a copy of or extract from any registered statement;
(iii) a copy of or extract from any registered statement duly certified by
the Registrar of Companies or one of the deputy registrars. (Replaced 19
of 1977 s. 4)
(2) A certificate of registration, or a copy of or extract
from any statement registered under this Ordinance, if duly certified to
be a true copy under the hand of the Registrar of Companies or one of the
deputy registrars (whom it shall not be necessary to prove to be the
Registrar or deputy registrar) shall, in all legal proceedings, civil or
criminal, and in all cases whatsoever, be received in evidence. [cf. 1907
c. 24 s. 16 U. K.]
15. Rules
The Governor in Council may make rules providing for-
(a) (Repealed 19 of 1977 s. 5)
(b) the duties or additional duties to be performed by the Registrar of
Companies;
(c) the performance by deputy registrars and other officers of
acts by this Ordinance required to be done by the Registrar of Companies;
(d) forms; and
(e) generally the conduct and regulation of registration under this
Ordinance and any matters incidental thereto.
[cf. 1907 c. 24 s. 17 U. K.]
16. Fees
(1) There shall be paid to the Registrar of Companies in respect of the
several matters set forth in the Schedule the several fees therein
specified.
(2) The Governor in Council may be order amend the Schedule.
(Added 19 of 1977 s. 6)
SCHEDULE [ss. 14 & 16)
TABLE OF FEES PAYABLE TO THE REGISTRAR OF COMPANIES
-------------------
Item Matter in respect of which a fee is payable Fees
$
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1. For registering a limited partnership 200.00
And, in addition, for every $ 1,000 or part of $ 1,000 of
the sum contributed by each limited partner 8.00
2. For registering a statement of any change within the meaning
of section 8 occurring during the continuance of a limited
partnership 20.00
And, in addition-
(a) in the case of a statement of increase of the sum
contributed by any limited partner: for every $ 1,000
or part of $ 1,000 of such increase 8.00
(b) in the case of a statement specifying that a general
partner or any other person has become a limited partner;
for every $ 1,000 or part of $ 1,000 of the sum
contributed by such limited partner 8.00
3. For inspecting under section 14 (1) any statement filed by the
Registrar of Companies, for each inspection 5.00
4. For issuing under section 14 (1) a certificate of the
registration of any limited partnership 25.00
5. For issuing under section 14 (1) a copy of or extract from any
registered statement or part thereof by photostatic means,
per sheet or page 3.00
6. For issuing under section 14 (1) a copy of or extract from any
registered statement or part thereof where the copy or extract
is made other than by photostatic means, per folio of 100 words
or part thereof of the first or top copy 3.00
For each additional copy or extract after the first or top copy,
per folio of 100 words or part thereof 1.50
7. For certifying a copy of or extract from any registered statement 50.00
-------------------
(Schedule added 19 of 1977 s. 6.
Amended L. N. 241 of 1981; L. N. 110 of 1985)
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