Queensland Numbered Acts Queensland Numbered ActsAfter chapter 3--
insert--
'In this chapter--
AFOF means an AFOF within the meaning of the Venture Capital Act 2002 (Cwlth).
fee includes tax.
person includes a partnership.
register means the register of incorporated limited partnerships kept under section 78.
special resolution, in relation to the limited partners, means a resolution that has been passed by at least 75% of the limited partners.
VCLP means a VCLP within the meaning of the Venture Capital Act 2002 (Cwlth).
VCMP means a venture capital management partnership.
venture capital management partnership means a venture capital management partnership within the meaning of the Income Tax Assessment Act 1936 (Cwlth), section 94D(3).
'An incorporated limited partnership is formed on registration under this chapter.
'(1) An incorporated limited partnership--
(a) is a body corporate with legal personality separate from that of the partners in it and with perpetual succession; and
(b) may have a common seal; and
(c) may sue and be sued in its firm-name.
'(2) An incorporated limited partnership's common seal must be kept in the custody of a person nominated by the partnership and may be used only as authorised by the partnership.
'(1) An incorporated limited partnership must have--
(a) at least 1 general partner but no more than 20 general partners; and
(b) at least 1 limited partner.
Note--
There is no limit on the number of limited partners.
'(2) Any of the following may be a general partner or a limited partner--
(a) an individual;
(b) a partnership;
(c) a body corporate.
'(3) For subsection (1)(a), if a general partner is a partnership and no partner in the partnership has, under the relevant law, limited liability, the number of partners in the partnership is to be counted.
'(4) Also for subsection (1)(a), if a general partner is a partnership and any partner in the partnership has, under the relevant law, limited liability--
(a) the number of partners in the partnership who do not have limited liability is to be counted; and
(b) the number of partners in the partnership who do have limited liability is not to be counted.
'(5) In this section--
limited liability means limited liability for the liabilities of the partnership.
relevant law, for a partnership, means the law of the place where the partnership is formed.
'(1) A written partnership agreement between the partners in an incorporated limited partnership must be in force at all times.
'(2) A partnership agreement also has effect as a contract between the incorporated limited partnership and each partner under which the partnership and each partner agree to observe and perform the agreement so far as it applies to them.
'(3) Nothing in subsection (2) prevents an incorporated limited partnership itself executing a partnership agreement.
'(4) The interests of the partners in an incorporated limited partnership and their rights and duties in relation to the partnership are, subject to this Act, to be decided in accordance with the agreement.
'(1) An application for registration as an incorporated limited partnership may be made, in the circumstances described in subsection (2), by a partnership or by persons proposing to be the partners in the proposed incorporated limited partnership.
'(2) The circumstances are--
(a) that--
(i) the partnership is a VCLP or AFOF; or
(ii) a general partner in the partnership or a proposed general partner in the proposed incorporated limited partnership intends to apply for registration of the partnership or proposed partnership under the Venture Capital Act 2002 (Cwlth), part 2 as a VCLP or AFOF; or
(b) that--
(i) the partnership is a VCMP; or
(ii) the partners in the partnership or the proposed partners in the proposed incorporated limited partnership intend that the partnership or proposed partnership will meet the requirements set out in the Income Tax Assessment Act 1936 (Cwlth), section 94D for recognition as a VCMP.
'(1) An application for registration as an incorporated limited partnership must--
(a) be made to the chief executive; and
(b) be in the approved form signed by each partner or proposed partner or someone on the partner's or proposed partner's behalf; and
(c) be accompanied by any fee prescribed under a regulation.
'(2) Without limiting what the application may include, the application must include the following general information--
(a) the proposed firm-name of the proposed incorporated limited partnership;
(b) the full address of the proposed registered office in Queensland of the proposed incorporated limited partnership;
(c) the full name of each partner or proposed partner or, if the partner or proposed partner is a partnership, the name of the firm or, if the firm does not have a name, the full name of each partner in the firm;
(d) the full address of each partner or proposed partner, as follows--
(i) if the partner or proposed partner is an individual--his or her principal place of residence;
(ii) if the partner or proposed partner is a body corporate--its registered office or principal place of business;
(iii) if the partner or proposed partner is a partnership--its registered office or principal place of business.
'(3) The firm-name of the partnership must include at the end as part of the firm-name 1 of the following--
(a) 'An incorporated limited partnership';
(b) 'L.P.';
(c) 'LP'.
'(4) Also, the application must include, or be accompanied by, the following additional information--
(a) a statement in relation to each partner or proposed partner as to whether the partner or proposed partner is, or is proposed to be, a general partner or a limited partner;
(b) a statement in relation to each partner or proposed partner that is a partnership to the effect that the partner or proposed partner is a partnership;
(c) for an application by a partnership that is a VCLP or an AFOF--evidence of its registration under the Venture Capital Act 2002 (Cwlth);
(d) for an application by persons proposing to be the partners in a VCLP or an AFOF--a statement that the persons propose to be the partners in a VCLP or an AFOF;
Note--
Person is defined in section 70 to include a partnership.
(e) for an application by a partnership that is a VCMP--a statement that the partnership is a VCMP;
(f) for an application by persons proposing to be the partners in a VCMP--a statement that the persons propose to be the partners in a VCMP;
(g) anything else prescribed under a regulation.
'(1) If an application for registration of an incorporated limited partnership has been made under section 76, the chief executive may register the incorporated limited partnership.
'(2) If the chief executive registers an incorporated limited partnership--
(a) the firm-name of the partnership is its name as recorded in the register; and
(b) the registered office of the partnership is its office as recorded in the register.
'(3) An incorporated limited partnership must have as part of its firm-name the words 'An incorporated limited partnership' or 'L.P.' or 'LP', as recorded in the register, at the end of its firm-name.
'(4) However, the chief executive must not record in the register as the firm-name of an incorporated limited partnership a name that could not be registered under the Business Names Act 1962 without contravention of section 9(1)4 of that Act.
'(5) Subject to subsection (4), registration is effected when the chief executive records in the register the details of information included in, or accompanying, the application for registration (the registered particulars) that may be prescribed under a regulation.
'(1) The chief executive must keep a register of incorporated limited partnerships registered under this chapter.
'(2) The register may be kept in any form the chief executive considers appropriate and may form part of the register of limited partnerships kept under section 51.
'(3) The chief executive must make the information recorded in the register available for public inspection, on payment of the fee prescribed under a regulation, at an office of a department at Brisbane during normal office hours.
'(4) The chief executive may, on application or on the chief executive's own initiative, correct any error or omission in the register by--
(a) inserting an entry; or
(b) amending an entry; or
(c) omitting an entry;
if the chief executive decides that the correction is necessary.
'(5) The chief executive must not omit an entry in the register unless satisfied that the entire entry was included in error.
'(1) If any change happens in relation to the registered particulars of an incorporated limited partnership, a statement setting out the changed particulars must be given to the chief executive within 7 days after the change happens.
'(2) The statement must be signed by all the general partners, or by a general partner authorised by all the general partners for this section.
'(3) The statement must--
(a) be in the approved form; and
(b) contain any particulars required under a regulation; and
(c) be accompanied by the fee prescribed under a regulation.
'(4) If subsection (1) is not complied with, each general partner in the incorporated limited partnership commits an offence.
Maximum penalty for subsection (4)--10 penalty units.
'(1) The chief executive, if--
(a) registering an incorporated limited partnership; or
(b) recording a change in the registered particulars of an incorporated limited partnership; or
(c) correcting an error or omission in the register in relation to an incorporated limited partnership;
must issue to the general partners a certificate as to the formation and registered particulars as at that time of the incorporated limited partnership.
'(2) The chief executive may, on application accompanied by the fee prescribed under a regulation, issue to the applicant a certificate in relation to an incorporated limited partnership as to the formation and registered particulars as at that time of the incorporated limited partnership.
'(3) A certificate under this section stating any of the following matters is evidence of the matter stated--
(a) an incorporated limited partnership was formed on the date of registration mentioned in the certificate;
(b) an incorporated limited partnership existed at a time mentioned in the certificate;
(c) named persons were the general partners and limited partners in an incorporated limited partnership at a time mentioned in the certificate;
(d) any other particular of an incorporated limited partnership mentioned in the certificate was recorded in the register at a stated time.
'(1) The Business Names Act 1962 does not apply so as to require an incorporated limited partnership to apply to register a business name if that name is the firm-name of the partnership as recorded in the register.
'(2) On registration of an incorporated limited partnership by the chief executive under section 77, the firm-name of the partnership as recorded in the register is taken to be the business name of the incorporated limited partnership for the Business Names Act 1962.
'(3) A registrar under the Business Names Act 1962 must register the business name under that Act and maintain the registration while the incorporated limited partnership is registered under this Act.
'(4) If the firm-name of the partnership registered under this chapter is changed by the chief executive, a registrar under the Business Names Act 1962 must record the change under that Act.
'(5) No fee is payable for the registration, or a change, of the firm-name as a business name under the Business Names Act 1962.
'Any act done in connection with the making of an application for registration under this chapter by or for persons proposing to be the partners in a proposed incorporated limited partnership does not of itself create a partnership between the persons.
'(1) An incorporated limited partnership has the legal capacity and powers of an individual and also all the powers of a body corporate including, for example, the power, whether within or outside Queensland or outside Australia--
(a) to carry on the business of the partnership; and
(b) to do all things necessary or convenient to be done in connection with the carrying on of the business of the partnership including, for example, the power to--
(i) enter into contracts or otherwise acquire rights or liabilities; or
(ii) create, confer, vary or cancel interests in the partnership; or
(iii) acquire, hold and dispose of real or personal property or of an interest, whether beneficial or legal, in real or personal property; or
(iv) appoint agents and attorneys, and act as agent for other persons; or
(v) form, and participate in the formation of, companies or incorporated limited partnerships; or
(vi) participate in partnerships, trusts, unincorporated joint ventures and other arrangements for the sharing of profits; or
(vii) do any other thing it is authorised to do by or under this chapter or the partnership agreement.
'(2) The powers of an incorporated limited partnership may be limited by the partnership agreement.
'(3) If a statement is made under section 76(4)(d), despite subsections (1) and (2), the incorporated limited partnership's powers are limited to carrying on activities related to becoming registered as a VCLP or AFOF until the incorporated limited partnership becomes a VCLP or AFOF.
(4) If a statement is made under section 76(4)(f), despite subsections (1) and (2), the incorporated limited partnership's powers are limited to carrying on activities related to becoming a VCMP until the incorporated limited partnership becomes a VCMP.
'(1) Other than as provided by the partnership agreement or agreed between the partners--
(a) a general partner, the incorporated limited partnership or an officer, employee or agent of a general partner or of the incorporated limited partnership is not an agent of a limited partner; and
(b) the acts of a general partner or of the incorporated limited partnership or of an officer, employee or agent of a general partner or of the incorporated limited partnership do not bind a limited partner; and
(c) a limited partner is not an agent of, or a fiduciary for--
(i) a general partner; or
(ii) another limited partner; or
(iii) the incorporated limited partnership; and
(d) the acts of a limited partner do not bind a general partner or another limited partner or the incorporated limited partnership itself.
'(2) A reference in subsection (1) to a general partner includes, if the general partner is a partnership, a partner in that partnership.
'(3) Nothing in subsection (1) stops the making of, or limits or restricts, an agreement between 2 partners or between a partner and the incorporated limited partnership under which--
(a) 1 partner acts as an agent of another partner or of the partnership and, by so acting, binds the other partner or the partnership; or
(b) the partnership acts as an agent of a partner and, by so acting, binds the partner.
'(4) Any consent or authority that under this Act is required or permitted to be given by a partner or 2 or more partners or all the partners may, in the case of an incorporated limited partnership, be given by that partner or those partners by or under the partnership agreement either in relation to all cases, or in relation to all cases subject to stated exceptions, or in relation to any stated case or class of case.
(5) Subsection (4) does not limit any other way in which a consent or authority might be given.
'(6) Any consent or authority that under this Act is required or permitted to be given by an incorporated limited partnership may, without limiting any other way in which it might be given, be given by a general partner or 2 or more general partners acting under the partnership agreement.
'(7) A limited partner, as limited partner, is not a proper party to any proceeding commenced in a court or tribunal by or against the incorporated limited partnership, other than a proceeding commenced by the incorporated limited partnership against the limited partner or by the limited partner against the incorporated limited partnership.
'In this part--
related body corporate has the meaning given by section 9 of the Corporations Act.
security holder, in relation to a body, whether corporate or unincorporated, includes a holder of securities (within the meaning of the Corporations Act, section 92(3)) in or of the body.
'(1) A limited partner has no liability for the liabilities of the incorporated limited partnership or of a general partner.
'(2) Nothing in subsection (1) or section 92 or 935 stops--
(a) a contribution of capital or property made by a limited partner to the incorporated limited partnership being used; or
(b) an obligation of a limited partner to contribute capital or property to the incorporated limited partnership being enforced by any person to whom the obligation is owed;
in satisfaction of a liability of the partnership or of a general partner.
'(3) This section is subject to section 87.6
'(1) A limited partner must not take part in the management of the business of the incorporated limited partnership.
'(2) If--
(a) as a direct result of any wrongful act or omission of a limited partner in taking part in the management of the business of an incorporated limited partnership, the limited partner causes any loss or injury to any person other than a partner in the partnership (a third party); and
(b) at the time of the act or omission the third party had reasonable grounds to believe that the limited partner was a general partner in the partnership;
the limited partner is liable for the loss or injury to the same extent that the limited partner would have been liable if the limited partner were in fact a general partner in the partnership.
Note--
A limited partner is not an agent of an incorporated limited partnership and the acts of a limited partner do not bind a general partner, another limited partner or the partnership itself. See section 84(1).
'(3) A limited partner is not to be regarded as taking part in the management of the business of the incorporated limited partnership only because the limited partner or a person acting for the limited partner--
(a) is an employee or an independent contractor of the partnership or of a general partner or an associate of the general partner, or is an officer of a general partner that is a body corporate; or
(b) gives advice to, or for, the partnership or a general partner or an associate of the general partner in the proper performance of functions arising from--
(i) the engagement of the limited partner in a professional capacity or a person acting on behalf of the limited partner in a professional capacity; or
(ii) business dealings between the limited partner, or a person acting on behalf of the limited partner, and the partnership or between the limited partner and a general partner or an associate of the general partner; or
(c) gives a guarantee or indemnity in relation to any liability of the partnership or of a general partner or an associate of the general partner; or
(d) takes any action, or participates in any action taken by any other limited partner, for the purpose of enforcing the rights, or safeguarding the interests, of the limited partner as a limited partner; or
(e) if permitted by the partnership agreement--
(i) calls, requisitions, convenes, chairs, participates in, postpones, adjourns or makes a record of a meeting of the partners or of the limited partners or of any of them; or
(ii) whether at the meeting or in writing or otherwise, requisitions, formulates, signs, approves, disapproves, proposes, moves, supports, opposes, speaks to or votes on any resolution, or an amendment to any resolution of the partners or of the limited partners or of any of them; or
(f) exercises a power conferred on the limited partner by subsection (4) or under the partnership agreement or otherwise has, or exercises, a right to--
(i) have access to and inspect the books or records of the partnership or copy any of them; or
(ii) examine the state or prospects of the business of the partnership or advise, or consult with, other partners in relation to the state or prospects of the business of the partnership; or
(g) is or acts as an officer, director, security holder, partner, agent, employee or independent contractor of an associate of the partnership; or
(h) gives advice to, or consults with, an associate of the partnership; or
(i) is or acts as a lender to, or fiduciary for, an associate of the partnership; or
(j) to the extent authorised by the partnership agreement, participates on, or has or exercises any right to appoint 1 or more persons to, or remove 1 or more persons from, or to nominate 1 or more persons for appointment to or removal from, a committee that considers, approves of, consents to or disapproves of any 1 or more of the following proposals from a general partner--
(i) a proposal involving a material change in the nature of the business of the partnership, including a change in, or departure from, any investment guidelines, policies or conditions relating to the business of the partnership;
(ii) a proposal for the adoption of a method for valuing some or all of the assets of the partnership, including a change to, replacement of or variation from a method for valuing some or all of the assets of the partnership;
(iii) a proposal for an extension or reduction in the period in which, under the partnership agreement, investments (or particular types of investments) can be made by the partnership, or for any approval or disapproval of investments that the partnership does not otherwise have a right to make;
(iv) a proposal relating to any actual or potential transaction or other matter involving any actual or potential conflict of interest;
(v) a proposal relating to any actual or potential transaction, contract, arrangement or understanding between 1 or more of the partners, or their associates, and the general partner, the partnership or any associate of the general partner or of the partnership;
(vi) a proposal for the delegation, waiver, release or variation of an authority, right, duty or obligation of the general partner;
(vii) a proposal for the appointment or approval under the partnership agreement of any person as a senior executive of the general partner or of an associate of the general partner; or
(k) nominates, selects, investigates, evaluates or negotiates with any person in connection with the removal or replacement of a general partner, or participates on a committee that proposes, considers, approves of, consents to or disapproves of any nomination, selection, appointment, change in control or ownership, suspension, replacement or removal of a general partner or an associate of a general partner; or
(l) takes any action, or participates in any action taken by any other limited partner, for the purpose of registering or maintaining the registration of the partnership or a general partner in the partnership under the Venture Capital Act 2002 (Cwlth), part 2 as a VCLP or an AFOF.
'(4) Subject to the partnership agreement, a limited partner or a person authorised by the limited partner may at any time--
(a) have access to and inspect the books or records of the partnership or copy any of them; and
(b) examine the state or prospects of the business of the partnership and advise, or consult with, other partners in relation to the state or prospects of the business of the partnership.
'(5) The provisions of this section may not be varied by the partnership agreement or with the consent of the partners, whether given by or under the partnership agreement or otherwise.
Note--
Section 84(4)7 enables partners to give consent by or under the partnership agreement.
'(6) No implication is to be taken to arise from subsection (3) that a limited partner in an incorporated limited partnership is to be regarded as taking part in the management of the business of the partnership only because the limited partner or a person acting on behalf of the partner does any thing in connection with the conduct of that business that is not referred to in that subsection.
'(7) For the purposes of this section, a limited partner in an incorporated limited partnership that is a VCMP is not to be regarded as taking part in the management of the business of the incorporated limited partnership only because of any act the limited partner takes in relation to the incorporated limited partnership in the capacity of a partner or associate of a partner in the VCMP.
'(8) In this section, a reference to a general partner in an incorporated limited partnership includes, if the general partner is a partnership, a partner in that partnership.
'(1) In section 87--
(a) a reference to an associate of a general partner includes a reference to--
(i) if the general partner is a partnership, a partner in that partnership (a partner in the general partner); and
(ii) any person who has an interest in the general partner or in any partner in the general partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and
(iii) any person to whom the general partner or any partner in the general partner has delegated any power, authority, right, duty or obligation of the general partner in relation to the partnership or any partnership in which the general partner is a general partner; and
(iv) if the general partner or a partner in the general partner or a person covered by subparagraph (ii) or (iii) is a body corporate, a related body corporate of that body corporate; and
(v) a director, officer, employee, agent, representative or security holder of the general partner or of any partner in the general partner or of a person covered by subparagraph (ii), (iii) or (iv); and
(b) a reference to an associate of a limited partner includes a reference to--
(i) if the limited partner is a partnership, a partner in that partnership (a partner in the limited partner); and
(ii) any person who has an interest in the limited partner or in any partner in the limited partner, whether as security holder, trustee, responsible entity, manager, custodian, sub-custodian, nominee, administrator, executor, legal personal representative, beneficiary or otherwise; and
(iii) if the limited partner or a partner in the limited partner or a person covered by subparagraph (ii) is a body corporate, a related body corporate of that body corporate; and
(iv) a director, officer, employee, agent, representative or security holder of the limited partner or of any partner in the limited partner or of a person covered by subparagraph (ii) or (iii); and
(c) a reference to an associate of an incorporated limited partnership includes a reference to--
(i) any person or partnership in which the incorporated limited partnership has an interest, whether as security holder or otherwise; and
(ii) if a person or partnership covered by subparagraph (i) is a body corporate, a related body corporate of that body corporate.
'(2) In this section, a reference to a general partner in an incorporated limited partnership includes, if the general partner is a partnership, a partner in that partnership.
'(1) A difference arising as to ordinary matters connected with the business of an incorporated limited partnership may be decided by a majority of the general partners.
'(2) The provision made by subsection (1) may be varied by the partnership agreement or with the consent of the partners.
'(1) A limited partner may, with the consent of the general partners and the agreement of the transferee, transfer the whole or a part of the limited partner's interest in the incorporated limited partnership.
'(2) If the limited partner's entire interest in the incorporated limited partnership is transferred to the 1 transferee, the transferee becomes a limited partner in substitution for the transferor with all the rights and obligations of the transferor.
'(3) If only a part of the limited partner's interest in the incorporated limited partnership is transferred to a transferee, the transferee becomes a limited partner in substitution for the transferor in relation to the transferred part and with all the rights and obligations of the transferor in relation to that part.
'(4) A person may be admitted as a partner in an incorporated limited partnership without the necessity to obtain the consent of any limited partner.
'(5) The provision made by subsections (1) to (4) may be varied by the partnership agreement or with the consent of the partners.
'(1) If a general partner becomes a limited partner, the partner remains liable for any liability of the incorporated limited partnership that arose before the partner became a limited partner to the extent that the partnership is unable to satisfy the liability or to the greater extent provided by the partnership agreement.
'(2) If a limited partner becomes a general partner, the partner remains not liable (subject to section 87(2)) for any liability of the incorporated limited partnership that arose before the partner became a general partner.
Note--
Section 87(2) imposes liability in particular circumstances on a limited partner who takes part in the management of the business of the incorporated limited partnership.
'A limited partner in an incorporated limited partnership may only be liable for a liability incurred by the partnership as a result of--
(a) the conduct of the incorporated limited partnership's business outside the State; or
(b) acts outside the State of a general partner, a limited partner or the incorporated limited partnership or of any officer, employee or agent of a general partner or of the incorporated limited partnership;
if the limited partner would be so liable if the conduct or acts occurred within the State.
Note--
Section 87(2) imposes liability in particular circumstances on a limited partner who takes part in the management of the business of the incorporated limited partnership.
'(1) A partner in a recognised incorporated limited partnership may only be liable for a liability incurred by the partnership as a result of--
(a) the conduct of the recognised incorporated limited partnership's business in this State; or
(b) the acts in this State of a partner in the recognised incorporated limited partnership or of the partnership itself or of any officer, employee or agent of a partner in the partnership or of the partnership;
if the partner would be so liable under the corresponding law if the conduct or acts happened in the place where the recognised incorporated limited partnership was formed.
'(2) Subject to subsections (3) and (4), the Governor in Council may, by regulation, declare a law of another State or another country or jurisdiction to be a corresponding law for this chapter.
'(3) The law of another State may be declared to be a corresponding law only if the Minister is satisfied that under that law a limited partner in an incorporated limited partnership formed under this chapter and registered or otherwise recognised under that law may only be liable for a liability incurred by the partnership as a result of--
(a) the conduct in that State of the business of the partnership; or
(b) the acts in that State of a partner in the partnership or of the partnership itself or of any officer, employee or agent of a general partner in the partnership or of the partnership;
if the partner would be so liable under this chapter if the conduct or acts happened within the State.
'(4) The law of another country or jurisdiction, other than another State, may not be declared to be a corresponding law unless the Minister is satisfied that that law provides for the limitation of liability of particular partners in particular partnerships.
'(5) This section is in addition to, and does not limit, any rule of law under which recognition is or may be given to a limitation of liability of a partner in a partnership.
'(6) In this section--
corresponding law means--
(a) a law of another State or of another country or jurisdiction that substantially corresponds to this chapter; or
(b) a law declared under subsection (2) to be a corresponding law for this chapter.
recognised incorporated limited partnership means a partnership formed under a corresponding law.
'No implication is to be taken to arise from section 92 or 93 that a limited partner has any liability, or apart from that section would have any liability, in connection with conduct of a partnership's business or acts outside the State that the limited partner would not have in connection with conduct or acts within the State.
'In this part--
assets, in relation to an incorporated limited partnership, means the assets remaining after satisfaction of the liabilities of the partnership and the costs, charges and expenses of the winding up.
'(1) An incorporated limited partnership may be wound up voluntarily--
(a) if the partnership agreement sets out the terms on which the partnership may be voluntarily wound up, in accordance with the partnership agreement; or
(b) subject to the partnership agreement, if the limited partners so resolve by special resolution.
'(2) On a voluntary winding up of an incorporated limited partnership--
(a) if the partnership agreement sets out how the assets are to be dealt with on a voluntary winding up--the assets must be dealt with in accordance with the partnership agreement; or
(b) otherwise--the assets are to be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.
'(3) Any person aggrieved by the operation of this section in relation to the assets of an incorporated limited partnership may apply to the Supreme Court.
'(4) On an application under subsection (3), the Supreme Court may make any order relating to the disposal of the assets that it considers appropriate.
'(1) The chief executive may, by notice given to the incorporated limited partnership, require an incorporated limited partnership to show good cause why it should not be required to be wound up if the chief executive considers--
(a) that the partnership has ceased to carry on business; or
(b) that, having been registered under this chapter on the basis that the partnership is or is intended to be a VCLP or an AFOF--
(i) the partnership's registration under the Venture Capital Act 2002 (Cwlth), part 2 has been revoked; or
(ii) the partnership has not within 2 years after its incorporation become a VCLP or an AFOF; or
(c) that, having been registered under this chapter on the basis that the partnership is or is intended to be a VCMP, it has ceased to meet, or has not in the period of 2 years after its incorporation met, the requirements set out in the Income Tax Assessment Act 1936 (Cwlth), section 94D(3) for recognition as a VCMP; or
(d) that none of the partners is a limited partner; or
(e) that incorporation of the partnership has been obtained by mistake or fraud; or
(f) that the partnership exists for an illegal purpose.
'(2) If, at the end of 28 days after the notice is given under subsection (1), the chief executive is satisfied that the incorporated limited partnership should be required to be wound up, the chief executive may publish in the gazette a certificate as to the requirement that the incorporated limited partnership be wound up.
'(3) The chief executive must give notice of the publication of the certificate to the incorporated limited partnership as soon as possible after the publication.
'(4) The chief executive must, as soon as practicable after giving a notice to an incorporated limited partnership, record the giving of the notice in the register.
'(5) The chief executive must not publish a certificate under subsection (2) unless satisfied that good cause has not been shown why the incorporated limited partnership should not be required to be wound up.
'(6) A notice under subsection (1) or (3) must be given to the incorporated limited partnership--
(a) by being given to the incorporated limited partnership at its registered office; or
(b) if notice can not reasonably be given under paragraph (a), by being published in a newspaper circulating generally in the State.
'(1) A person whose interests are affected by a decision of the chief executive to publish a certificate under section 97(2) may apply to the Supreme Court for review of the decision.
'(2) An application under subsection (1) must be made within 28 days after the certificate is published.
'(3) The operation of the certificate is suspended on the making of an application for review until the application is withdrawn or the review is decided.
'(4) In deciding an application for review, the Supreme Court may--
(a) affirm the decision under review; or
(b) set aside the decision under review and cancel the certificate.
'(5) Nothing in this section stops the chief executive cancelling a certificate published under section 97(2) at any time after an application is made under subsection (1).
'(1) A winding up of an incorporated limited partnership required on a certificate of the chief executive published under section 97(2)--
(a) must start--
(i) no later than the end of 28 days after the day on which the certificate is published unless an application is made under section 98(1); or
(ii) if an application is made under section 98(1) and the Supreme Court affirms the decision to publish the certificate--no later than 28 days after the application is decided; and
(b) must end by the day stated by the chief executive in a notice given to the partnership, not being a day earlier than 60 days after the day on which the winding up must be so started.
'(2) When the winding up is started, the chief executive may appoint a person to be the liquidator of the incorporated limited partnership.
'(3) If the chief executive approves, the liquidator may be a general partner in the incorporated limited partnership and need not be a registered liquidator under the Corporations Act or give security as required under that Act.
'(4) The liquidator must publish notice of his or her appointment in the gazette within 10 days after being appointed.
'(5) In relation to the winding up, the liquidator has all the powers and duties of a liquidator appointed to wind up a company under the Corporations Act.
'(6) Any vacancy occurring in the office of liquidator is to be filled by a person appointed by the chief executive.
'(7) The reasonable costs of a winding up required on a certificate of the chief executive published under section 97(2) are payable out of the property of the incorporated limited partnership.
'(1) On a winding up of an incorporated limited partnership required on a certificate of the chief executive published under section 97(2)--
(a) if the partnership agreement sets out how the assets are to be dealt with on a winding up on a certificate of the chief executive--the assets must be dealt with in accordance with the partnership agreement; or
(b) otherwise--the assets are to be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.
'(2) Any person aggrieved by the operation of this section in relation to the assets of an incorporated limited partnership may apply to the Supreme Court.
'(3) On an application under subsection (2), the Supreme Court may make any order relating to the disposal of the assets that it considers appropriate.
'(1) This section applies to the winding up of an incorporated limited partnership, other than a voluntary winding up or a winding up required on a certificate of the chief executive published under section 97(2).
'(2) To the extent that the Corporations Act, part 5.7 does not apply, the winding up of the incorporated limited partnership is declared to be an applied Corporations legislation matter for the purposes of the Corporations (Ancillary Provisions) Act 2001, part 3 in relation to the provisions of the Corporations Act, part 5.7.8
'(3) The Corporations Act, part 5.7 applies as if the incorporated limited partnership were a part 5.7 body within the meaning of that Act, subject to the following modifications--
(a) as if the words 'or in the public interest' were inserted in section 583(c)(ii) after the words 'just and equitable';
(b) as if section 583(d) were omitted;
(c) any other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001, part 3) that are prescribed under a regulation.
Note--
The Corporations (Ancillary Provisions) Act 2001, part 3 provides for the application of provisions of the Corporations Act and the ASIC Act, part 3 as laws of the State in relation to any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that part in relation to those Commonwealth provisions. This does not apply to any provisions that already apply to a matter as a law of the Commonwealth.
'(4) The Australian Securities and Investments Commission may perform a function conferred on it under a law applied by subsection (3)--
(a) under an agreement or arrangement of the kind referred to in the ASIC Act, section 11(8) or (9A)(b); and
(b) if the Commission is authorised to perform that function under section 11 of that Act.
'(5) Unless a function under a law applied by subsection (3) is conferred on the Australian Securities and Investments Commission as referred to in subsection (4), that law applies as if a reference in it to the Commission were a reference to the chief executive.
'(1) An incorporated limited partnership must give to the chief executive written notice of the commencement of the winding up of the partnership within 7 days after--
(a) the passing of a special resolution mentioned in section 96(1)(b); or
(b) if paragraph (a) does not apply--the commencement of the winding up.
'(2) An incorporated limited partnership must give to the chief executive written notice of the completion of the winding up of the partnership within 7 days after that completion, stating the date on which the winding up was completed.
'(3) The chief executive must, as soon as practicable after receiving a notice under subsection (1) or (2), record the receipt of the notice in the register.
'(4) If subsection (1) or (2) is not complied with, each general partner in the incorporated limited partnership commits an offence.
Maximum penalty for subsection (4)--10 penalty units.
'(1) The chief executive must, by gazette notice, cancel the registration of an incorporated limited partnership as soon as practicable after the partnership is wound up.
'(2) The chief executive must, as soon as practicable after the publication of the gazette notice, record the cancellation of the registration in the register.
'(3) An incorporated limited partnership ceases to exist on the cancellation of its registration under this chapter.
'(1) All courts must take judicial notice of the common seal of an incorporated limited partnership affixed to a document and, until the contrary is proved, must presume that it was properly affixed.
'(2) Without limiting the ways in which an incorporated limited partnership may execute a document, including a deed, an incorporated limited partnership may execute a document--
(a) without using a common seal, whether it has one or not, if the document is signed by a general partner; or
(b) as a deed if the document is expressed to be executed as a deed and is executed with the use of a common seal or as provided under paragraph (a).
'(1) In relation to dealings with an incorporated limited partnership--
(a) a person is entitled to make the assumptions in section 106; and
(b) the incorporated limited partnership is not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.
'(2) In relation to dealings with another person who has, or purports to have, directly or indirectly acquired title to property from an incorporated limited partnership--
(a) a person is entitled to make the assumptions in section 106; and
(b) the incorporated limited partnership and the other person are not entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.
'(3) The assumptions may be made even if a partner or agent of the incorporated limited partnership acts fraudulently, or forges a document, in connection with the dealings.
'(4) A person is not entitled to make an assumption in section 106 if at the time of the dealings the person knew or suspected that the assumption was incorrect.
'(1) A person may assume that the partnership agreement of the incorporated limited partnership has been complied with.
'(2) A person may assume that anyone who appears, from information provided by the incorporated limited partnership that is available to the public from the register, to be a general partner in the incorporated limited partnership--
(a) is a general partner in the incorporated limited partnership; and
(b) has authority to exercise the powers and perform the duties customarily exercised or performed by a general partner in an incorporated limited partnership.
'(3) A person may assume that anyone who is held out by the incorporated limited partnership to be a general partner in, or an agent of, the incorporated limited partnership--
(a) is a general partner in the incorporated limited partnership or has been properly appointed as an agent of the incorporated limited partnership; and
(b) has authority to exercise the powers and perform the duties customarily exercised or performed by that kind of partner in, or agent of, an incorporated limited partnership.
'(4) A person may assume that the general partners in, and agents of, the incorporated limited partnership properly perform their duties to the incorporated limited partnership.
'(5) A person may assume that a document has been properly executed by the incorporated limited partnership if the document appears to have been signed under section 104(2).
'(6) A person may assume that a document has been properly executed by the incorporated limited partnership if the incorporated limited partnership's common seal appears to have been affixed to the document.
'(7) A person may assume that a general partner in, or agent of, the incorporated limited partnership who has authority to issue a document or certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.
'(8) Without limiting this section, the assumptions that may be made under this section apply for the purposes of this section.
'(1) Any document issued for an incorporated limited partnership in connection with the conduct of the partnership's business must contain in legible letters the words 'An incorporated limited partnership' or 'L.P.' or 'LP' at the end as part of the firm-name of the partnership.
'(2) A person who--
(a) issues or authorises the issue of a document in contravention of this section; or
(b) being a general partner in the incorporated limited partnership concerned--is aware that documents are being issued in contravention of this section;
commits an offence.
Maximum penalty--20 penalty units.
'(3) The certificate of registration of an incorporated limited partnership must be displayed at all times in a conspicuous position at the registered office of the partnership.
'(4) If the certificate of registration is not so displayed, each general partner in the incorporated limited partnership commits an offence.
Maximum penalty for subsection (4)--20 penalty units.
'(1) An incorporated limited partnership must keep in Queensland, at the place shown in the register as the address of the registered office of the partnership, an office to which all communications with the partnership may be addressed.
'(2) A regulation may prescribe the hours during which the registered office is to be open and accessible to the public.
'(3) If subsection (1) is not complied with, each general partner in the incorporated limited partnership commits an offence.
Maximum penalty for subsection (3)--10 penalty units.
'(1) An incorporated limited partnership that was registered under this chapter on the basis of an intention to become a VCLP or an AFOF must, within 1 month after becoming a VCLP or an AFOF, give to the chief executive a copy of a document evidencing its status as a VCLP or an AFOF.
'(2) An incorporated limited partnership that was registered under this chapter on the basis of an intention to meet the requirements for recognition as a VCMP must, within 1 month after becoming a VCMP, give to the chief executive a statement that it is a VCMP.
'(3) If--
(a) the registration of an incorporated limited partnership as a VCLP or an AFOF under the Venture Capital Act 2002 (Cwlth), part 2 is revoked; or
(b) an incorporated limited partnership ceases to be a VCMP;
the incorporated limited partnership must, within 7 days after the date on which that revocation took effect or it ceased to be a VCMP, give to the chief executive a notice of that revocation or cessation, stating the date on which it took effect.
'(4) If an incorporated limited partnership ceases to carry on business, the incorporated limited partnership must, as soon as practicable, give to the chief executive a notice of the cessation, stating the date on which it took effect.
'(5) A copy of a document, a statement or a notice required to be given to the chief executive under this section must be accompanied by the fee prescribed under a regulation.
'(6) A notice required to be given to the chief executive under this section must--
(a) be in the approved form; and
(b) contain any particulars required under a regulation.
'(7) If subsection (1), (2), (3) or (4) is not complied with, each general partner in the incorporated limited partnership commits an offence.
Maximum penalty for subsection (7)--10 penalty units.
'(1) For the purpose of monitoring compliance with this chapter or any regulation made for the purposes of this chapter, the chief executive, may by written notice, require an incorporated limited partnership to give the chief executive, within a period stated in the notice (being at least 28 days) or within the further period the chief executive allows, the information stated in the notice.
'(2) An incorporated limited partnership required under subsection (1) to give information to the chief executive must, within the period stated in the notice or within the further period the chief executive allows, give the information, as it is within its power to give, to the chief executive unless the incorporated limited partnership has a reasonable excuse.
Maximum penalty for subsection (2)--60 penalty units.
'(1) If this chapter provides that a general partner, being a partnership in an incorporated limited partnership, commits an offence, that reference to the person is to be read as a reference to--
(a) each general partner in the partnership; or
(b) in the case of a partnership in which any partner has under the law of the place where it is formed limited liability for the liabilities of the partnership--each partner in the partnership whose liability is not so limited.
'(2) In any proceeding against a partner for an offence against this chapter brought in reliance on subsection (1), it is a defence to the charge for the partner to prove that the partner took all reasonable precautions and exercised proper diligence to avoid the commission of the offence.'.