Limited Partnerships Act 1909

Western Australia

An Act to establish limited partnerships.

1.Short title

This Act may be cited as the Limited Partnerships Act 1909 1.

2.Commencement

This Act shall come into force on 1 May 1909.

3.Interpretation

In the construction of this Act the following words and expressions shall have the meanings respectively assigned to them in this section, unless there is something in the subject or context repugnant to such construction —

Firm, firm name, and business have the same meanings as in The Partnership Act 1895.

General partner shall mean any partner who is not a limited partner as defined by this Act.

4.Definition and constitution of limited partnership

(1)From and after the commencement of this Act, limited partnerships may be formed in the manner and subject to the conditions by this Act provided.

(2)A limited partnership shall not consist, in the case of a partnership carrying on the business of banking, of more than 10 persons, and, in the case of any other partnership, 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, or undertake to contribute thereto, a sum or sums as capital or property valued at a stated amount, which shall be chargeable with and applicable to the payment of the debts and obligations of the firm, and who shall not otherwise be liable for the debts or obligations of the firm.

(3)A limited partner shall not, during the continuance of the partnership, either directly or indirectly, draw out or receive back any part of his 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.

5.Registration of limited partnership required

Every limited partnership must be registered as such in accordance with the provisions of this Act, 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.

6.Modifications of general law in the 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 the limited partner may, by 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.

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.

(2)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.

(3)In the event of the dissolution of a limited partnership its affairs should be wound up by the general partners, unless the court otherwise orders.

(4)The winding up of a limited partnership is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Parts 5.4, 5.4A, 5.4B, 5.6, 5.7B and 5.8 (winding up) of the Corporations Act 2001 of the Commonwealth.

(4a)The following modifications to the text of Parts 5.4, 5.4A, 5.4B, 5.6, 5.7B and 5.8 of the Corporations Act 2001 of the Commonwealth apply for the purposes of subsection (4) —

(a)a reference to a company is to be read as a reference to a limited partnership;

(b)a reference to the directors of a company is to be read as a reference to the general partners of a limited partnership;

(c)a reference to ASIC is to be read as a reference to the Registrar;

(d)a reference to the Court is to be read as a reference to the Supreme Court.

(5)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.

[Section 6 amended by No. 10 of 1982 s. 28; No. 20 of 2003 s. 33(2).]

7.Law as to private partnerships to apply where not excluded by this Act

Subject to the provisions of this Act, The Partnership Act 1895, and the 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 Act, shall apply to limited partnerships.

8.Manner and particulars of registration

The registration of a limited partnership shall be effected by sending by post or delivering to the Registrar 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.

9.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.

(2)If default is made in compliance with the requirements of this section, each of the general partners shall, on summary conviction, be liable to a fine not exceeding $2 for each day during which the default continues.

[Section 9 amended by No. 113 of 1965 s. 8.]

10.Notice in Gazette of general partner becoming a limited partner and of assignment of share of limited partner

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 Government Gazette, and until notice of the arrangement or transaction is so advertised, the arrangement or transaction shall, for the purposes of this Act, be deemed to be of no effect.

[11.Deleted by No. 12 of 2008 s. 52.]

12. False statement for registration purposes is a crime

Every one commits a crime, and shall be liable to imprisonment for a term not exceeding 2 years, who makes, signs, sends, or delivers for the purpose of registration under this Act any false statement known by him to be false.

[Section 12 amended by No. 51 of 1992 s. 16(1); No. 70 of 2004 s. 82.]

13.Registrar to file statement and issue certificate of registration

On receiving any statement made in pursuance of this Act, the Registrar shall cause the same to be filed, and he shall send by post to the firm from whom such statement shall have been received a certificate of the registration thereof.

14.Register and index to be kept

The Registrar shall keep, in proper books to be provided for the purpose, a register and an index of all the limited partnerships registered as aforesaid, and of all the statements registered in relation to such partnerships.

15.Registrar of limited partnerships

(1)The Minister is required, by notice published in the Gazette, to designate a person who is an executive officer of the department principally assisting in the administration of this Act as the Registrar for the purposes of this Act.

(2)The Registrar may be referred to by a title specified by the Minister by notice published in the Gazette.

(3)Sections 19, 20, 21, 22, 23, 23A, 24 and 25 of the Consumer Affairs Act 1971 apply, with such modifications as are necessary, to and in relation to the functions of the Registrar and persons and matters affected by the exercise of those functions as if the sections were part of this Act.

(4)In this section —

executive officer has the meaning given by section 3(1) of the Public Sector Management Act 1994.

[Section 15 inserted by No. 28 of 2006 s. 105.]

16.Inspection of statements registered

(1)Any person may inspect the statements filed by the Registrar in the register offices aforesaid, and there shall be paid for such inspection such fees as may be prescribed; and any person may require a certificate of the registration of any limited partnership, or a copy of or extract from any registered statement, to be certified by the Registrar, and there shall be paid for such certificate of registration, certified copy, or extract such fees as may be prescribed.

(2)A certificate of registration, or a copy of or extract from any statement registered under this Act, if duly certified to be a true copy under the hand of the Registrar (whom it shall not be necessary to prove to be the Registrar) shall, in all legal proceedings, civil or criminal, and in all cases whatsoever be received in evidence.

[Section 16 amended by No. 113 of 1965 s. 8; No. 50 of 1983 s. 2.]

17.Power to make rules

The Governor may make rules concerning any of the following matters —

(a)the fees to be paid to the Registrar under this Act;

(b)the duties or additional duties to be performed by the Registrar for the purposes of this Act;

(c)the forms to be used for the purposes of this Act;

(d)generally the conduct and regulation of registration under the Act and any matters incidental thereto.

[Section 17 amended by No. 113 of 1965 s. 8; No. 50 of 1983 s. 3.]

Notes

1This is a compilation of the Limited Partnerships Act 1909 and includes the amendments made by the other written laws referred to in the following table 1a. The table also contains information about any reprint.

Compilation table

	Short title		Number and year		Assent		Commencement
	Limited Partnerships Act 1909		17 of 1909		6 Feb 1909		1 May 1909 (see s. 2)
	Decimal Currency Act 1965		113 of 1965		21 Dec 1965		s. 4-9: 14 Feb 1966 (see s. 2(2)); balance: 21 Dec 1965 (see s. 2(1))
	Reprint of the Limited Partnerships Act 1909 authorised 7 Aug 1975 (includes amendments listed above)
	Companies (Consequential Amendments) Act 1982 s. 28		10 of 1982		14 May 1982		1 Jul 1982 (see s. 2(1) and Gazette 25 Jun 1982 p. 2079)
	Limited Partnerships Amendment Act 1983		50 of 1983		5 Dec 1983		5 Dec 1983
	Reprint of the Limited Partnerships Act 1909 as at 15 Apr 1985 (includes amendments listed above)
	Criminal Law Amendment Act (No. 2) 1992 s. 16(1)		51 of 1992		9 Dec 1992		6 Jan 1993
	Statutes (Repeals and Minor Amendments) Act (No. 2) 1998 s. 43		10 of 1998		30 Apr 1998		30 Apr 1998 (see s. 2(1))
	Corporations (Consequential Amendments) Act (No. 2) 2003 Pt. 13		20 of 2003		23 Apr 2003		15 Jul 2001 (see s. 2(1) and Cwlth Gazette 13 Jul 2001 No. S285)
	Reprint 3: The Limited Partnerships Act 1909 as at 6 Jun 2003 (includes amendments listed above)
	Criminal Law Amendment (Simple Offences) Act 2004 s. 82		70 of 2004		8 Dec 2004		31 May 2005 (see s. 2 and Gazette 14 Jan 2005 p. 163)
	Machinery of Government (Miscellaneous Amendments) Act 2006 Pt. 4 Div. 14 2		28 of 2006		26 Jun 2006		1 Jul 2006 (see s. 2 and Gazette 27 Jun 2006 p. 2347)
Duties Legislation Amendment Act 2008 s. 52		12 of 2008		14 Apr 2008		1 Jul 2008 (see s. 2(d))

1aOn the date as at which this compilation was prepared, provisions referred to in the following table had not come into operation and were therefore not included in this compilation. For the text of the provisions see the endnotes referred to in the table.

Provisions that have not come into operation

Short title	Number and year	Assent	Commencement
Standardisation of Formatting Act 2010 s. 51 3	19 of 2010	28 Jun 2010	To be proclaimed (see s. 2(b))

2The Machinery of Government (Miscellaneous Amendments) Act 2006 Pt. 4 Div. 23 reads as follows:

“

Division 23 — Transitional provisions

151.Commissioner for Fair Trading

(1)On commencement, the person holding the office of Commissioner for Fair Trading immediately before commencement is to be taken to have been designated as the Commissioner or Registrar (as the case requires) for the purposes of each of the following enactments —

(a)the Associations Incorporation Act 1987;

(b)the Business Names Act 1962;

(c)the Chattel Securities Act 1987;

(d)the Companies (Co‑operative) Act 1943;

(e)Part 8 of the Competition Policy Reform (Western Australia) Act 1996;

(f)the Consumer Affairs Act 1971;

(g)the Co‑operative and Provident Societies Act 1903;

(h)the Credit Act 1984;

(i)the Credit (Administration) Act 1984;

(j)the Employment Agents Act 1976;

(k)the Hire‑Purchase Act 1959;

(l)the Limited Partnerships Act 1909;

(m)the Motor Vehicle Dealers Act 1973;

(n)the Petroleum Products Pricing Act 1983;

(o)the Petroleum Retailers Rights and Liabilities Act 1982;

(p)the Residential Tenancies Act 1987;

(q)the Retirement Villages Act 1992;

(r)the Travel Agents Act 1985.

(2)A thing done or omitted to be done by, to or in relation to, the Commissioner for Fair Trading (including in his or her capacity as the Prices Commissioner) before commencement under a provision of the Consumer Affairs Act 1971 for the purposes of another enactment listed in subsection (1) has the same effect after commencement, to the extent that it has any force or significance after commencement, as if it had been done or omitted —

(a)by, to or in relation to, the Commissioner or Registrar (as the case requires) as defined in that other enactment as in force after commencement; and

(b)where relevant, under the corresponding provision of that other enactment as in force after commencement.

(3)To the extent that a thing done or omitted to be done by, to or in relation to, the Commissioner for Fair Trading (including in his or her capacity as the Prices Commissioner) before commencement under, or for the purposes of, an enactment listed in subsection (1) is not covered by subsection (2), it has the same effect after commencement, to the extent that it has any force or significance after commencement, as if it had been done or omitted by, to or in relation to, the Commissioner or Registrar (as the case requires) as defined in that enactment as in force after commencement.

(4)A thing done or omitted to be done by, to or in relation to, the Commissioner for Fair Trading before commencement under, or for the purposes of, an enactment not listed in subsection (1) has the same effect after commencement, to the extent that it has any force or significance after commencement, as if it had been done or omitted by, to or in relation to, the Commissioner as defined in the Consumer Affairs Act 1971 as in force after commencement.

(5)A reference in an enactment to the Commissioner for Fair Trading is to have effect after commencement as if it had been amended to be a reference to —

(a)in the case of an enactment listed in subsection (1) or subsidiary legislation made under such an enactment — the Commissioner or Registrar (as the case requires) as defined in the enactment as in force after commencement; or

(b)in the case of any other enactment or subsidiary legislation — the Commissioner as defined in the Consumer Affairs Act 1971 as in force after commencement.

152.Commissioner for Corporate Affairs and Registrar of Co‑operative and Financial Institutions

(1)A thing done or omitted to be done by, to or in relation to, the Commissioner for Corporate Affairs before commencement under, or for the purposes of, the Companies (Co‑operative) Act 1943 has the same effect after commencement as if it had been done or omitted by, to or in relation to, the Registrar as defined in that Act as in force after commencement.

(2)A thing done or omitted to be done by, to or in relation to, the Registrar of Co‑operative and Financial Institutions before commencement under, or for the purposes of, the Co‑operative and Provident Societies Act 1903 has the same effect after commencement as if it had been done or omitted by, to or in relation to, the Registrar as defined in that Act as in force after commencement.

153.Consumer Affairs Act 1971

Each office in existence immediately before commencement because of section 15(1) of the Consumer Affairs Act 1971 does not cease merely because that subsection is repealed by this Act.

154.Petroleum Products Pricing Act 1983

Each office in existence immediately before commencement because of section 5(2)(b) of the Petroleum Products Pricing Act 1983 does not cease merely because that paragraph is deleted by this Act.

155.Interpretation

In this Division —

commencement means the time at which this Division comes into operation;

Commissioner for Fair Trading means the Commissioner for Fair Trading referred to in section 15 of the Consumer Affairs Act 1971 as in force before commencement;

Prices Commissioner means the Prices Commissioner referred to in section 5(1) of the Petroleum Products Pricing Act 1983 as in force before commencement.

”.

3On the date as at which this compilation was prepared, the Standardisation of Formatting Act 2010 s. 51 had not come into operation. It reads as follows:

51.Various written laws amended

(1)This section amends the written laws listed in the Table.

(2)Amend the provisions listed in the Table as set out in the Table.

41.Limited Partnerships Act 1909

s. 6(1)

the firm:

Provided that the

If a limited

the firm.

(1A)Despite subsection (1), the

(1B)If a limited