New South Wales Consolidated Acts

PARTNERSHIP ACT 1892

- As at 13 January 2023 
- Act 12 of 1892 

TABLE OF PROVISIONS

           Long Title

   PART 1 - PRELIMINARY

   1A.     Name of Act
   1B.     Interpretation
   1C.     Application of laws of partnership to incorporated limited partnerships

   PART 2 - PARTNERSHIPS GENERALLY

           Division 1 - Nature of partnership

   1.      Definition of partnership
   2.      Rules for determining existence of partnership
   3.      Postponement of rights of persons lending or selling in consideration of share of profits in case of insolvency
   4.      Meaning of firms

           Division 2 - Relationship of partners to persons dealing with them

   5.      Power of partner to bind firm
   6.      Partners bound by acts on behalf of firm
   7.      Partner using credit of firm for private purposes
   8.      Effect of notice that firm will not be bound by acts of partner
   9.      Liability of partner
   10.     Liability of firm for wrongs
   11.     Misapplication of money or property received for or in the custody of the firm
   12.     Liability for wrongs joint and several
   13.     Improper employment of trust property for partnership purposes
   14.     Persons liable by "holding out"
   15.     Admissions and representations of partners
   16.     Notice to acting partner to be notice to firm
   17.     Liabilities of incoming and outgoing partners
   18.     Revocation of continuing guaranty by change of firm

           Division 3 - Relationship between partners

   19.     Variation by consent of terms of partnership
   20.     Partnership property of firms other than incorporated limited partnerships
   20A.    Partnership property of incorporated limited partnership
   21.     Property bought with partnership money
   22.     Conversion into personal estate of land held as partnership property
   23.     Procedure against partnership property for a partner's separate judgment debt
   24.     Rules as to the interests and duty of partners other than partners in incorporated limited partnership subject to special agreement
   25.     Expulsion of partner
   26.     Retirement from partnership at will
   27.     Where partnership for term is continued over, continuance on old terms presumed
   28.     Duty of partners to render accounts
   29.     Accountability of partners for private profits
   30.     Duty of partner not to compete with firm
   31.     Rights of assignee of share in partnership

           Division 4 - Dissolution of partnership

   31A.    Division does not apply to incorporated limited partnerships
   32.     Dissolution by expiration or otherwise
   33.     Dissolution by bankruptcy, death, or change
   34.     Dissolution by illegality of partnership
   35.     Dissolution by the Court
   36.     Rights of persons dealing with firm against apparent members of firm
   37.     Right of partners to notify dissolution
   38.     Continuing authority of partners for purposes of winding-up
   39.     Rights of partners to application of partnership property
   40.     Apportionment of premium when partnership prematurely dissolved
   41.     Rights where partnership dissolved for fraud or misrepresentation
   42.     Right of outgoing partner in certain cases to share profits made after dissolution
   43.     Retiring or deceased partner's share to be a debt
   44.     Rule for distribution of assets on final settlement of accounts
   45.     (Repealed)

           Division 5 - Miscellaneous provisions

   46.     Saving for rules of equity and common law
   47.     Repeal of 30 Vic No 14
   48.     (Repealed)

   PART 3 - LIMITED PARTNERSHIPS AND INCORPORATED LIMITED PARTNERSHIPS

           Division 1 - Preliminary

   49.     Definitions
   50.     Application of other provisions of this Act

           Division 2 - Nature and formation of limited partnership and incorporated limited partnership

   50A.    Limited partnership or incorporated limited partnership is formed on registration
   51.     Composition of limited partnership or incorporated limited partnership
   52.     Size of limited partnership or incorporated limited partnership
   53.     Incorporated limited partnership is separate legal entity
   53A.    Powers of incorporated limited partnership
   53B.    Partnership agreement
   53C.    Relationship of partners in incorporated limited partnership to others and between themselves

           Division 3 - Registration of limited partnerships and incorporated limited partnerships

   53D.    Who may apply for registration?
   54.     Application for registration
   55.     Registration of limited partnership
   55A.    Acts preparatory to registration do not constitute partnership
   56.     Changes in registered particulars
   57.     Register of Limited Partnerships and Incorporated Limited Partnerships
   58.     Certificates of registration
   59.     Application of Business Names Registration Act 2011 of Commonwealth

           Division 4 - Limitation of liability of limited partners in limited partnership

   60.     Liability of limited partner limited to amount shown in Register
   61.     Change in liability of limited partner
   62.     Change in status of partners
   63.     Liability for business conducted outside the State
   64.     Liability for limited partnerships formed under corresponding laws
   64A.    Effect of sections 63 and 64
   65.     Contribution towards discharge of debts etc
   66.     Limitation on liability may not be varied by partnership agreement etc

           Division 4A - Limitation of liability of limited partners in incorporated limited partnerships

   66A.    Limitation of liability of limited partners
   66B.    Change in status of partners
   66C.    Liability in respect of conduct or acts or omissions outside the State
   66D.    Incorporated limited partnerships formed under corresponding laws
   66E.    Effect of sections 66C and 66D

           Division 5 - Other modifications of general law of partnership

   67.     Limited partner not to take part in management of limited partnership
   67A.    Limited partner not to take part in the management of incorporated limited partnership
   67B.    Interpretation of section 67A
   68.     Differences between partners
   69.     Change in partners

           Division 6 - Dissolution and cessation of limited partnerships and incorporated limited partnerships

   70.     Dissolution not available in certain cases
   71.     Cessation of limited partnerships
   72.     Registration of dissolution or cessation of limited partnership
   73.     Winding up by general partners
   73A.    Winding up of incorporated limited partnerships

           Division 7 - Miscellaneous provisions

   73B.    Execution of documents
   73C.    Entitlement to make assumptions
   73D.    Assumptions that may be made under section 73C
   73E.    Lodgment of certain documents with the Registrar
   74.     Model limited partnership agreement
   75.     Identification of limited partnerships and incorporated limited partnerships
   76.     Registered office
   77.     Service
   78.     Entry in Register constitutes notice
   79.     Giving false or misleading information
   80.     Criminal proceedings
   80A.    Offences by partnerships
   80B.    Duty to furnish information
   81.     Regulations
   81A.    Relationship with Corporations legislation

   PART 4 - MISCELLANEOUS

   82.     Application of amendments
   83.     Savings, transitional and other provisions
           SCHEDULE 1
           SCHEDULE 2