25402-1912-Ordinances-passed-and-assented-to--Law-Revision--No-3--No-16-of-1912 — Page 40

THE HONGKONG GOVERNMENT GAZETTE, MAY 17, 1912.

-

5.—(1.) A limited partner shall not take part in the Modifica management of the partnership business, and shall not have power to bind the firm;

tions of general law in case of limited

Ed. 7 c. 24 partnerships.

6.

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 partnerships, business, and may advise with the partners thereon.

If a limited partner takes part in the management of the partnership bu-iness 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 partuer.

(2.) A limited partnership shall not be dissolved by the death or bankruptcy of 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,

(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,-.

4.) 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 eutitled to dissolve the partnership by reason of any limited partner suffering bis 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.

6. Subject to the provisions of this Ordinance, the Law as to Partuership Ordinance, 1897, and the rules of equity and private of common law applicable to partnerships, except so far as partnership they are inconsistent with the express provisions of the last

to apply mentioned Ordinance, shall apply to limited partnerships.

subject to this Ordin-

ance.

7. The registration of a limited partnership shall be effected by sending by registered post or delivering to the Registrar of Companies a statement signed by the partners containing the following particulars:-

(a.) the firm name;

(b.) the general nature of the business ;

(c.) the principal place of business;

(d.) the full name of cach of the partners;

(e.) the term, if any, for which the partnership is eutered into, and the date of its commence- ment;

(f.) a statement that the partnership is limited, and the description of every limited partner as such;

(g.) the sum contributed by each limited partner, and whether paid in cash or how otherwise.

Ib. s. 7.

Manner and particulars of registra- tion. Ib. 8. 8.

369

Page 40Page 41