Victorian Current Acts Victorian Current Acts(1) Except as otherwise 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 the acts of a general partner or of the incorporated limited partnership or of such an officer, employee or agent do not bind a limited partner; and
(b) a limited partner is not an agent of a general partner or of another limited partner or of the incorporated limited partnership and 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) prevents the making of, or limits or restricts, an agreement between two partners or between a partner and the incorporated limited partnership under which—
(a) one 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 which under this Act is required or permitted to be given by a partner or two 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) Division 2 of Part 2, in its application to an incorporated limited partnership, has effect as if—
(a) any reference in it to a partner (other than the reference in section 12 to the partners and any reference in section 14 to a co-partner) were a reference to a general partner only; and
(b) the reference in section 10 to a person did not include a reference to a limited partner; and
(c) the words "the incorporated limited partnership" were substituted in section 13 for the words "the other partners"; and
(d) section 13 contained the following subsection—
"(2) Despite subsection (1), a general partner in an incorporated limited partnership within the meaning of Part 5 is only liable for any liability of the partnership if the partnership is unable to satisfy the liability except as otherwise provided by the partnership agreement."; and
(e) any reference in section 13 or 21(2) to the debts or obligations of the firm were a reference to the liabilities (within the meaning of Part 5) of the incorporated limited partnership; and
(f) the words "or a limited partner" were inserted in section 14(1) after the words "not being a partner"; and
(g) the expression "(not including any act or omission as a general partner of an incorporated limited partnership)" were inserted in section 14(2) after the expression "Corporations Act,"; and
(h) the words "as newly constituted" were omitted in section 21(3).
(6) Section 24(1), in its application to an incorporated limited partnership, has effect as if the words "the incorporated limited partnership" were substituted for the words "the partners".
(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.
(8) This section is subject to section 98 (limited partner not to take part in the management of the incorporated limited partnership).
Division 5—Liability and powers of limited partners
S. 97 inserted by No. 99/2003 s. 4.