65—Insertion of sections 71B to 71E
Before section 72 insert:
71B—Execution of documents
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 in accordance with paragraph (a).
71C—Entitlement to make assumptions
(1) A person is
entitled to make the assumptions in section 71D in relation to dealings
with an incorporated limited partnership and the incorporated
limited partnership is not entitled to assert in proceedings in relation to
the dealings that any of the assumptions are incorrect.
(2) A person is
entitled to make the assumptions in section 71D 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 and 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 71D if at the time of the
dealings the person knew or suspected that the assumption was incorrect.
71D—Assumptions that may be made under section 71C
(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 duly
appointed as an agent of the incorporated limited partnership, as the case
requires; 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 duly executed by the incorporated
limited partnership if the document appears to have been signed in accordance
with section 71B.
(6) A person may
assume that a document has been duly 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
the generality of this section, the assumptions that may be made under this
section apply for the purposes of this section.
71E—Lodgment of certain documents with Commission
(1)
An incorporated limited partnership that was incorporated on the basis that it
intended to be registered as a VCLP or an AFOF under Part 2 of the
Venture Capital Act 2002 of the Commonwealth must, within one month after
being so registered, lodge with the Commission a copy of a document evidencing
its status as a VCLP or an AFOF.
(2)
An incorporated limited partnership that was incorporated on the basis that it
intended to meet the requirements for recognition as a venture capital
management partnership within the meaning of section 94D(3) of the Income Tax
Assessment Act 1936 of the Commonwealth must, within one month after becoming
such a venture capital management partnership, lodge with the Commission a
statement that it is such a partnership.
(3) If—
(a) the
registration of an incorporated limited partnership as a VCLP or an AFOF under
Part 2 of the Venture Capital Act 2002 of the Commonwealth is revoked; or
(b)
an incorporated limited partnership ceases to be a venture capital management
partnership within the meaning of section 94D(3) of the Income Tax Assessment
Act 1936 of the Commonwealth,
the incorporated limited partnership must, within 7 days after the date on
which that revocation took effect or it ceased to be such a venture capital
limited partnership, lodge with the Commission a notice of that revocation or
cessation, specifying 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, lodge with the
Commission a notice of the cessation, specifying the date on which it took
effect.
(5) A copy of a
document or a notice required to be lodged with the Commission under this
section must be accompanied by the prescribed fee or, if no fee is prescribed,
a fee of $70.
(6) A notice required
to be lodged with the Commission under this section must—
(a) be
in the form approved by the Commission; and
(b)
contain the particulars required by the regulations or the approved form of
notice.
(7) If
subsection (1), (2), (3) or (4) is not complied with, each general
partner in the incorporated limited partnership is guilty of an offence.
Maximum penalty: $1 250