Queensland Consolidated Acts

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PARTNERSHIP ACT 1891


- As at 28 May 2012 
- Act 7 of 1891 

TABLE OF PROVISIONS

           Long Title

CHAPTER 1 - PRELIMINARY

   PART 1 - CITATION

   1.      Short title
   2.      Notes in text

   PART 2 - INTERPRETATION

   3.      Definitions
   4.      Meaning of firm and firm-name
   5.      Meaning of partnership

   PART 3 - APPLICATION

   5A.     Application of laws of partnership to limited partnerships and incorporated limited partnerships

CHAPTER 2 - PARTNERSHIPS GENERALLY

   PART 1 - NATURE OF PARTNERSHIP

   6.      Rules for deciding existence of partnership
   7.      Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency

   PART 2 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH THEM

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

   PART 3 - RELATIONS OF PARTNERS TO ONE ANOTHER

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

   PART 4 - DISSOLUTION OF PARTNERSHIP AND ITS CONSEQUENCES

   34A.    Part does not apply to incorporated limited partnerships
   35.     Dissolution by expiration or notice
   36.     Dissolution by insolvency, death, or charge
   37.     Dissolution by illegality of partnership
   38.     Dissolution by the court
   39.     Rights of persons dealing with firm against apparent members of firm
   40.     Right of partners to notify dissolution
   41.     Continuing authority of partners for purposes of winding up
   42.     Rights of partners as to application of partnership property
   43.     Apportionment of premium if partnership prematurely dissolved
   44.     Rights if partnership dissolved for fraud or misrepresentation
   45.     Right of outgoing partner in certain cases to share profits made after dissolution
   46.     Retiring or deceased partner’s share to be a debt
   47.     Rule for distribution of assets on final settlement of accounts

CHAPTER 3 - LIMITED PARTNERSHIPS

   PART 1 - PRELIMINARY

   48.     Definitions for ch 3

   PART 2 - FORMATION AND MAINTENANCE OF LIMITED PARTNERSHIPS

   49.     What is a limited partnership
   50.     How formed
   51.     Register—proof of registration
   52.     Registration of changes in limited partnership

   PART 3 - MODIFICATION OF GENERAL LAW OF PARTNERSHIP

   53.     Liability of limited partner
   54.     Liability for limited partnerships formed under corresponding laws
   55.     Provisions concerning limited partner’s contribution
   56.     Use of descriptive words in name
   57.     Liability for contravention of s 56
   58.     Recovery of loss because breach of s 56
   59.     Registered office
   60.     Incidents of limited partnerships

   PART 4 - DISSOLUTION AND CESSATION OF LIMITED PARTNERSHIPS

   61.     Dissolution not available in certain cases
   62.     Cessation of limited partnerships
   63.     Registration of dissolution or cessation of limited partnerships
   64.     Winding up by general partners

   PART 5 - MISCELLANEOUS PROVISIONS

   65.     Legal proceedings
   66.     Duty to notify chief executive of changes
   67.     Chief executive may accept and record notices given by person registered as a partner
   68.     Chief executive’s power to cancel limited partnership’s registration
   69.     Chief executive’s power to revoke cancellation of registration

CHAPTER 4 - INCORPORATED LIMITED PARTNERSHIPS

   PART 1 - PRELIMINARY

   70.     Definitions for ch 4

   PART 2 - NATURE AND FORMATION OF INCORPORATED LIMITED PARTNERSHIPS

   71.     Partnership is formed on registration
   72.     Partnership is separate legal entity
   73.     Partners in an incorporated limited partnership
   74.     Partnership agreement

   PART 3 - REGISTRATION OF INCORPORATED LIMITED PARTNERSHIPS

   75.     Who may apply for registration
   76.     How is an application made
   77.     Registration of incorporated limited partnership
   78.     Register of incorporated limited partnerships
   79.     Changes in registered particulars
   80.     Certificates of registration etc.
   81.     (Repealed)
   82.     Acts preparatory to registration do not constitute partnership

   PART 4 - POWERS OF INCORPORATED LIMITED PARTNERSHIPS

   83.     Powers of partnership
   84.     Relationship of partners to others and between themselves

   PART 5 - LIABILITY AND POWERS OF LIMITED PARTNERS

   85.     Definitions for pt 5
   86.     Limitation of liability of limited partners
   87.     Limited partner not to take part in the management of the incorporated limited partnership
   88.     Definitions, etc. applicable to s 87
   89.     Differences between partners
   90.     Change in partners
   91.     Change in status of partners
   92.     Liability for conduct or acts outside the State
   93.     Recognised incorporated limited partnerships under corresponding laws
   94.     Effect of ss 92 and 93

   PART 6 - WINDING UP OF INCORPORATED LIMITED PARTNERSHIP

   95.     Definition for pt 6
   96.     Voluntary winding up
   97.     Winding up on chief executive’s certificate
   98.     Review of certificate
   99.     Procedure for winding up on certificate
   100.    Distribution of assets on winding up required on chief executive’s certificate
   101.    Application of Corporations Act to winding up
   102.    Chief executive to be notified of winding up
   103.    Cancellation of registration

   PART 7 - MISCELLANEOUS PROVISIONS

   104.    Execution of documents
   105.    Entitlement to make assumptions
   106.    Assumptions that can be made under s 105
   107.    Identification of incorporated limited partnerships
   108.    Registered office
   109.    Lodgement of certain documents with the chief executive
   110.    Duty to give information
   111.    Offences by partnerships and partners

CHAPTER 5 - GENERAL PROVISIONS

   112.    Confidentiality
   113.    False or misleading statements
   114.    False or misleading documents
   115.    Delegations
   116.    Offences against the Act are summary
   117.    Service of limited partnerships and incorporated limited partnerships
   118.    Entries in registers
   119.    Approved forms
   120.    Regulation-making power

CHAPTER 6 - SAVINGS AND TRANSITIONAL PROVISIONS

   PART 1 - SAVINGS PROVISION FOR ACT NO. 7 OF 1891

   121.    Saving of rules of equity and common law

   PART 2 - (Repealed)

   PART 3 - TRANSITIONAL PROVISIONS FOR ACT NO. 94 OF 2003

   123.    Transitional provision for Tourism, Racing and Fair Trading (Miscellaneous Provisions) Act 2003

   PART 4 - TRANSITIONAL PROVISIONS FOR PARTNERSHIP AND OTHER ACTS AMENDMENT ACT 2004

   124.    Continuation of limited partnerships under the Partnership (Limited Liability) Act
   125.    Continuation of register under the Partnership (Limited Liability) Act
   126.    Applications under the Partnership (Limited Liability) Act
   127.    Regulations under Partnership (Limited Liability) Act preserved
   128.    Prescribed forms under Partnership (Limited Liability) Act
   129.    Relation between members of any company registered under State Companies Acts not affected
   130.    Liability
   131.    References to Partnership (Limited Liability) Act 1988
           SCHEDULE - Dictionary


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