Limited Partnerships Act 1907
| Jurisdiction | UK Non-devolved |
Limited Partnerships Act, 1907.
(7 Edw. 7.) CHAPTER 24.
An Act to establish Limited Partnerships.
[28th August 1907]
Be it enacted by the King's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:
1 Short title.
1. This Act may be cited for all purposes as theLimited Partnerships Act, 1907.
2 Commencement of Act.
2. This Act shall come into operation on the first day of January one thousand nine hundred and eight.
3 Interpretation of terms.
3. In the construction of this Act the following words and expressions shall have the meanings respectively assigned to them in this section, unless there be something in the subject or context repugnant to such construction:—
‘Firm,’‘firm name,’ and ‘business’ have the same meanings as in the Partnership Act, 1890:
‘General partner’ shall mean any partner who is not a limited partner as defined by this Act.
4 Definition and constitution of limited partnership.
(1) From and after the commencement of this Act limited partnerships may be formed in the manner and subject to the conditions by this Act provided.
(2) A limited partnership shall not consist, in the case of a partnership carrying on the business of banking, of more than ten persons, and, in the case of any other partnership, of more than twenty persons, and must consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons to be called limited partners, who shall at the time of entering into such partnership contribute thereto a sum or sums as capital or property valued at a stated amount, and who shall not be liable for the debts or obligations of the firm beyond the amount so contributed.
(3) A limited partner shall not during the continuance of the partnership, either directly or indirectly, draw out or receive back any part of his contribution, and if he does so draw out or receive back any such part shall be liable for the debts and obligations of the firm up to the amount so drawn out or received back.
(4) A body corporate may be a limited partner.
5 Registration of limited partnership required.
5. Every limited partnership must be registered as such in accordance with the provisions of this Act, or in default thereof it shall be deemed to be a general partnership, and every limited partner shall be deemed to be a general partner.
6 Modifications of general law in case of limited partnerships.
(1) A limited partner shall not take part in the management of the partnership business, and shall not have power to bind the firm:
Provided that a limited partner may by himself or his agent at any time inspect the books of the firm and examine into the state and prospects of the partnership business, and may advise with the partners thereon.
If a limited partner takes part in the management of the partnership business he shall be liable for all debts and obligations of the firm incurred while he so takes part in the management as though he were a general partner.
(2) A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner, and the lunacy of a limited partner shall not be a ground for dissolution of the partnership by the court unless the lunatic's share cannot be otherwise ascertained and realised.
(3) In the event of the dissolution of a limited partnership its affairs shall be wound up by the general partners unless the court otherwise orders.
(4) Applications to the court to wind up a limited partnership shall be by petition under the Companies Acts, 1862 to 1900, and the provisions of those Acts relating to the winding-up of companies by the court and of the rules made thereunder (including provisions as to fees) shall, subject to such modifications (if any) as the Lord Chancellor, with the concurrence of the President of the Board of Trade, may by rules provide, apply to the winding-up by the court of limited partnerships, with the substitution of general partners for directors.
(5) Subject to any agreement expressed or implied between the partners—
(a ) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the general partners;
(b ) A limited partner may, with the consent of the general partners, assign his share in the partnership, and upon such an assignment the assignee shall become a limited partner with all the rights of the assignor;
(c ) The other partners shall not be entitled to dissolve the partnership by reason of any limited partner suffering his share to be charged for his separate debt;
(d ) A person may be introduced as a partner without the consent of the existing limited partners;
(e ) A limited partner shall not be entitled to dissolve the partnership by notice.
7 Law as to private partnerships to apply where not excluded by this Act.
7. Subject to the provisions of this Act, the Partnership Act, 1890, and the rules of equity and of common law applicable to partnerships, except so far as they are inconsistent with the express provisions of the last-mentioned Act, shall apply to limited partnerships.
8 Manner and particulars of registration.
8. The registration of a limited partnership shall be effected by sending by post or delivering to the registrar at the office in that part of the United Kingdom in which the principal place of business of the limited partnership is situated or proposed to be situated a statement signed by the partners containing the following particulars:—
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