1964_LIMITED_PARTNERSHIPS_ORDINANCE — Page 4

1981 Ed.]

Limited Partnerships

[CAP. 37

5. (1) A limited partner shall not take part in the manage- ment 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 com- panies 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 substitu- tion 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;

(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.

6. Subject to the provisions of this Ordinance, the Partner- ship Ordinance, and 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 Ordinance, shall apply to limited partnerships.

Modifications of

general law in case of limited partnerships.

1907 c. 24. s. 6.

(Cap. 32.)

Law as to private partnership to apply. (Cap. 38.)

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