South Australian Numbered Acts South Australian Numbered Acts41—Substitution of section 51
Section 51—delete the section and substitute:
51—Incorporated limited partnership is separate legal entity
(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) The common seal of
an incorporated limited partnership must be kept in such custody as the
partnership directs and must not be used except as authorised by it.
51A—Powers of incorporated limited partnership
(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 South Australia or outside Australia—
(a) to
carry on the business of the partnership; or
(b) to
enter into contracts or otherwise acquire rights or liabilities; or
(c) to
create, confer, vary or cancel interests in the partnership; or
(d) to
acquire, hold and dispose of real or personal property or of an interest
(whether beneficial or legal) in real or personal property; or
(e) to
appoint agents and attorneys, and act as agent for other persons; or
(f) to
form, and participate in the formation of, companies or incorporated
limited partnerships; or
(g) to
participate in partnerships, trusts, joint ventures or other associations and
other arrangements for the sharing of profits; or
(h) to
do such other things as it is authorised to do by or under this Act.
(2) The powers of an
incorporated limited partnership may be limited by the partnership agreement.
51B—Partnership agreement
(1) There must at all
times be a written partnership agreement between the partners in an
incorporated limited partnership.
(2) 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
determined in accordance with the agreement.
(3) 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.
51C—Relationship of partners in incorporated limited partnership to
others and between themselves
(1) Except as
otherwise provided by the partnership agreement or agreed between the partners
in an incorporated partnership—
(a) a
general partner, the partnership or an officer, employee, agent or
representative of a general partner or of the partnership is not an agent of a
limited partner and the acts of a general partner or of the partnership or of
such an officer, employee, agent or representative do not bind a limited
partner; and
(b) a
limited partner is not an agent of, nor fiduciary for, a general partner or
another limited partner or the partnership and the acts of a limited partner
do not bind a general partner, another limited partner or the partnership
itself.
(2) A reference in
subsection (1) to a general partner includes, if the general partner is
a partnership or an external partnership, a reference to a partner in that
partnership.
(3) Nothing in
subsection (1) prevents the making of, or limits or
restricts, an agreement between a partner (the "first person") and either
another partner or the incorporated limited partnership (the "second person )
under which—
(a) the
first person acts as an agent of the second person and, by so acting, binds
the second person; or
(b) the
second person acts as an agent of the first person and, by so acting, binds
the first person.
(4) Any consent or
authority which 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 and without limiting any other way in which
it might be given, 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 specified exceptions, or in relation to any specified case or
class of case.
(5) Any consent or
authority which 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 in accordance with the partnership agreement.
(6) 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.
(7) This section is
subject to section 65A (Limited partner not to take part in the management of
the incorporated limited partnership).