South Australian Numbered Acts

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PARTNERSHIP (VENTURE CAPITAL FUNDS) AMENDMENT ACT 2005 (NO 15 OF 2005) - SECT 65

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



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