Victorian Current Acts

PARTNERSHIP ACT 1958

TABLE OF PROVISIONS

           Long Title

   PART 1--PRELIMINARY

   1.      Short title and commencement  
   2.      Repeal  
   3.      Definitions  
   4.      Saving of rules of equity and common law  

   PART 2--PARTNERSHIPS GENERALLY

           Division 1--Nature of partnerships

   5.      Definition of partnership  
   6.      Rules for determining existence of partnership  
   7.      Postponement of rights of person lending or selling in case of bankruptcy[1]  
   8.      Meaning of firm  

           Division 2--Relationship of partners to persons dealing with them

   9.      Power of partner to bind the firm  
   10.     Partners bound by acts on behalf of firm  
   11.     Partner using credit of firm for private purposes  
   12.     Effect of notice that firm will not be bound by acts of partner  
   13.     Liability of partners  
   14.     Liability of the firm for wrongs  
   15.     Misapplication of money or property  
   16.     Liability for wrongs joint and several  
   17.     Improper employment of trust property for partnership purposes  
   18.     Persons liable by holding out  
   19.     Admissions and representations of partners  
   20.     Notice to acting partner to be notice to the firm  
   21.     Liabilities of incoming and outgoing partners  
   22.     Revocation of continuing guaranty by change in firm  

           Division 3--Relationship between partners

   23.     Variation by consent of terms of partnership  
   24.     Partnership property  
   25.     Property bought with partnership money  
   26.     Personal estate held as partnership property  
   27.     Procedure against partnership property for a partner's separate judgment debt  
   28.     Rules etc. of partners when not subject to special agreement  
   28A.    Credit law excluded matter  
   29.     Expulsion of partner  
   30.     Retirement from partnership at will  
   31.     Continuance of partnership on old terms  
   32.     Duty of partners to render accounts etc.  
   33.     Accountability of partners for private profits  
   34.     Duty of partner not to compete with firm  
   35.     Rights of assignee of share in partnership  

           Division 4--Dissolution of partnership

   36.     Dissolution by expiration or notice  
   37.     Dissolution by death or bankruptcy or charge[2]  
   38.     Dissolution by illegality of partnership  
   39.     Dissolution by the court  
   40.     Rights of persons dealing with firm against apparent members of firm  
   41.     Right of partners to notify dissolution  
   42.     Continuing authority of partners for purposes of winding up  
   43.     Rights of partners as to application of partnership property  
   44.     Apportionment of premium where partnership prematurely dissolved  
   45.     Rights where partnership dissolved for fraud or misrepresentation  
   46.     Share of profits made after dissolution  
   47.     Retiring or deceased partner's share to be a debt  
   48.     Rule for distribution of assets on final settlement of accounts  

   PART 3--LIMITED PARTNERSHIPS

           Division 1--Preliminary

   49.     Definitions and application of Parts 1 and 2  

           Division 2--Nature and formation of limited partnerships

   50.     Composition of limited partnership  
   51.     Size of limited partnership  
   52.     How formed  

           Division 3--Registration of limited partnerships

   54.     Application for registration  
   55.     Registration of limited partnership  
   56.     Changes in registered particulars  
   57.     Register of Limited Partnerships  
   58.     Certificates of registration etc.  

           Division 4--Limitation of liability of limited partners

   60.     Liability of limited partner limited to amount shown in Register  
   61.     Change in liability of limited partner  
   62.     Change in status of partners  
   63.     Liability for business conducted outside the State  
   64.     Liability for limited partnerships formed under corresponding laws  
   64A.    Effect of sections 63 and 64  
   65.     Contribution towards discharge of debts etc.  
   66.     Limitation on liability may not be varied by partnership agreement etc.  

           Division 5--Other modifications of general law of partnership

   67.     Limited partner not to take part in management of partnership  
   68.     Differences between partners  
   69.     Change in partners  

           Division 6--Dissolution and cessation of limited partnerships

   70.     Dissolution not available in certain cases  
   71.     Cessation of limited partnerships  
   72.     Registration of dissolution or cessation of limited partnership  
   73.     Winding up by general partners  

           Division 7--Interests in partnerships

   74.     Regulations relating to interests  

           Division 8--Miscellaneous provisions

   75.     Identification of limited partnerships  
   76.     Registered office  
   77.     Service  
   78.     Entry in Register constitutes notice  
   79.     False and misleading statements  

   PART 4--GENERAL REQUIREMENTS

   79A.    Signing of documents  
   79B.    Lodgment of documents  
   79C.    Method of lodgment  
   79D.    Approval of special lodging arrangements  
   79E.    Retention of records  
   79F.    Power of Director to refuse to register or reject documents  
   80.     Regulations  

   PART 5--INCORPORATED LIMITED PARTNERSHIPS

           Division 1--Preliminary

   81.     Definitions  
   82.     Application of other provisions of this Act  

           Division 2--Nature and formation of incorporated limited partnerships

   83.     Partnership is formed on registration  
   84.     Partnership is separate legal entity  
   85.     Partners in an incorporated limited partnership  
   86.     Partnership agreement  

           Division 3--Registration of incorporated limited partnerships

   87.     Who may apply for registration?  
   88.     How is an application made?  
   89.     Registration of incorporated limited partnership  
   90.     Register of Incorporated Limited Partnerships  
   91.     Changes in registered particulars  
   92.     Certificates of registration etc.  
   94.     Acts preparatory to registration do not constitute partnership  

           Division 4--Powers of incorporated limited partnerships

   95.     Powers of partnership  
   96.     Relationship of partners to others and between themselves  

           Division 5--Liability and powers of limited partners

   97.     Limitation of liability of limited partners  
   98.     Limited partner not to take part in the management of the incorporated limited partnership  
   99.     Definitions, etc. applicable to section 98  
   100.    Differences between partners  
   101.    Change in partners  
   102.    Change in status of partners  
   103.    Liability in respect of conduct or acts outside the State  
   104.    Recognised incorporated limited partnerships under corresponding laws  
   105.    Effect of sections 103 and 104  

           Division 6--Winding up of incorporated limited partnership

   106.    Definition  
   107.    Voluntary winding up  
   108.    Winding up on Director's certificate  
   109.    Review of certificate  
   110.    Procedure for winding up on certificate  
   111.    Distribution of assets on winding up required on Director's certificate  
   112.    Application of Corporations Act to winding up  
   113.    Director to be notified of winding up  
   114.    Cancellation of incorporation  

           Division 7--Miscellaneous provisions

   115.    Execution of documents  
   116.    Entitlement to make assumptions  
   117.    Assumptions that can be made under section 116  
   118.    Identification of incorporated limited partnerships  
   119.    Registered office  
   120.    Lodgment of certain documents with the Director  
   121.    Service  
   122.    Entry in Register constitutes notice  
   123.    False and misleading statements  
   124.    Duty to furnish information  
   125.    Confidentiality  
   126.    Offences by partnerships and partners  
   127.    Delegation  
   128.    Regulations  
           SCHEDULE
           ENDNOTES