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nership, 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 coutinuance 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.
4. Every limited partnership must be registered as Registration such in accordance with the provisions of this Ordinance, of limited or in default thereof it shall be deemed to be a general partnership
required. partnership, and every limited partner shall be deemed to Ib. s. 5. to be a general partner.
5.-(1.) A limited partner shall not take part in the Modifica- management of the partnership business, and shall not tions of 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 part- nership its affairs shall be wound up by the general part- ners unless the Court otherwise orders,
general law in case
of limited partnerships. Ib. s. 6.
(4.) Applications to the Court to wind up a limited part- nership shall be by petition under the Companies Ordin- Ordinance ance, 1911, and the provisions of that Ordinance relating No. 58 of to the winding up of companies by the Court and of the 1911. rules made thereunder (including provisions as to fees) shall, subject to such modification (if any) as the Governor- in-Council 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 part- nership, 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;
(4.) 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.
8. Subject to the provisions of this Ordinance, the Law as to Partnership Ordinance, 1897, and the rules of equity and private of common law applicable to partnerships, except so far as partnership
to apply they are inconsistent with the express provisions of the last
subject to mentioned Ordinance, shall apply to limited partnerships. this Ordin-
ance.
7 Ed. 7 c. 24 8. 7.