CAP. 37]
[s. 3 cont.]
Registration
of limited partnership required.
7 Edw. 7, c. 24, s. 5.
[cf. Cap. 32, s. 311.]
Modifications of general law in case of limited
partnerships. 7 Edw. 7,
c. 24, s. 6.
(Cap. 32.)
Limited Partnerships.
(4) A body corporate may be a limited partner.
4.
Every limited partnership must be registered as such in accordance with the provisions of this Ordinance, 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.
5. (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.
(2) 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.
(3) 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 realized.
(4) 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.
(5) Application to the court to wind up a limited partnership shall be by petition under the Companies Ordinance, and the provisions of that Ordinance 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 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.
(6) 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;
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