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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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