Section 22 of Partnerships Act 16 of 2012: Unlimited liability of partners

A partner may not in any proceedings, be held personally liable under section 22(1) unless— (a) there has been a judgment. Order or arbitral award against the partnership in the same or earlier...

(1) The Chief Justice may make rules— (a) preventing a partner from defending; or (b) restricting the extent to which, or the way in which, a partner may defend, proceedings in respect of...

(1) A person who is not a partner in a partnership and who by words spoken or written or by conduct— (a) represents the partnership as a partner; or (b) knowingly allows the partnership to be...

(1) A person may become a partner in an existing partnership with the consent of all existing partners. (2) The consent referred to in subsection (1) may either be express in writing or inferred...

A person shall cease to be a partner in a partnership if— (a) the person dies; (b) the person is expelled as a partner by his co-partners under the provisions of section 29; (c) the partnership...

(1) A partner may resign from a partnership only by giving to the other partners notice of intention to do so not less than three months before the resignation is to take effect. (2) If— (a) a...

(1) A majority of partners in a partnership may expel a partner if— (a) an order is made against the partner under section 44; or (b) the whole or a part of the partner’s shares in the...

A person who ceases to be a partner before the break up of a partnership shall be entitled to the assets or shall be liable for any losses or obligations which he would have been entitled to or liable...

(1) A person who ceases to be a partner does not cease to be personally liable under section 22(1) for partnership obligations incurred while a partner. (2) An agreement between a former partner,...

(1) A partnership shall indemnify a former partner in respect of payment made by the partner to discharge the whole or part of his personal liability for a partnership obligation. (2) An indemnity...

(1) A former partner is not personally liable for a debt or obligation incurred by the partnership as a result of any dealings between the partnership and a person who deals with the partnership...

(1) An assignment of a share in a partnership shall not entitle the assignee to— (a) participate in the management or administration of the partnership business or affairs; or (b) inspect the...

(1) A partnership breaks up if— (a) the number of partners falls below two; (b) the partnership is for a fixed term and the term expires; (c) an order to break up the partnership is made by the...

(1) A partnership which breaks up in the manner described in section 35 shall carry on with partnership business in so far as it is necessary for— (a) the dissolution of the partnership; (b)...

(1) A person who ceases to be a partner on the break up of a partnership is nevertheless to be treated as continuing to be a partner only for purposes of winding up the partnership. (2) Subsection...

(1) A person who voluntarily ceases to be a partner in a partnership— (a) may publish notice of the fact that he has ceased to be a partner; and (b) may require the other partners to give any...

(1) In this section, “successor partnership” means a partnership— (a) formed on or after the break up of a partnership which has not been dissolved; and consisting of at least one person who was a...

(1) A partnership which breaks up may be wound up under this section by one or more partners in the partnership. (2) Differences arising as to matters connected with the winding up of the...

(1) The interests of partners in the partnership property and their rights and duties in relation to the partnership property shall, on the winding up of the partnership, be determined by the...

(1) A partnership which breaks up under section 35 shall stand dissolved if— (a) all partnership property is distributed to persons entitled to it; (b) any trust property has been transferred to—...

(1) The Court may, on the application by a judgment creditor of a partner, make an order charging that partner’s interest in the partnership property and profits with payment of the judgement debt and...

(1) The Court may, on the application of any partner, make an order— (a) removing the partner from the partnership; (b) removing another partner from the partnership; or (c) breaking up the...

(1) An order under section 44(1)(a) or (b) shall specify the date a partner ceases to be a partner, which may be any date not earlier than the date on which the applicant became partner. (2) An...

(1) An application for an order breaking up a partnership under section 44(1)(c) may include an application for an order under section 50 or 51. (2) An order under section 44(1)(c) may be combined...

(1) The Court may, by an order under section 44, give such directions as it thinks fit for giving effect to the order, including, in particular— (a) directions as to the rights of a specified...

(1) Sections 50 and 51 shall apply, if the ground on which the Court makes an order under section 50 is that of fraud, misrepresentation or non-disclosure by a partner. (2) Each applicant for the...

In section 48, “non-disclosure” means breach of a duty of disclosure— (a) under section 9(2)(a) or 10; or (b) under the default rule in section 15(2)(b) or any substituted provision in the...

In relation to an application made under section 44(1)(a) or (b), the Court may make an order prohibiting or limiting the extent to which the partner sought to be removed takes part in the partnership...

(1) Where it appears to the Minister that a partnership should be broken up, the Minister may apply to the Court for an Order breaking up the partnership. (2) On an application tinder subsection...

(1) The Court may on the application made by— (a) a partner; (b) a person interested in the winding up of the partnership; or (c) a creditor of the partnership, make an order appointing a...

(1) If an application made under section 52 has not yet been determined, the Court may, on the application of— (a) a partner; (b) a person interested in the winding up of the partnership; or...

(1) A person who— (a) joins a partnership whose duration is fixed; (b) pays a joining premium to an existing partner in the partnership; and (c) the partnership breaks up before its term...

(1) A person who is interested in the winding up of a partnership may make an application for one or more orders under subsection (2). (2) On the hearing of an application under subsection (1), the...

(1) A partnership is a limited partnership for the purposes of this Part only if it has— (a) one or more general partners, each of whom has unlimited liability; and (b) one or more limited...

(1) A person shall become a limited partner in a limited partnership when the person is registered as such. (2) A person shall cease to be a limited partner if— (a) the person is deregistered as...

(1) A limited partner shall not take part in the management of the partnership business. (2) A person who contravenes subsection (1) is personally liable for— (a) any partnership obligation...

(1) A limited partner shall not be entitled either directly or indirectly to draw out or receive back the whole or part of the capital contribution that the partner has made to the partnership....

Subject to sections 62, 63 and 64, this Act applies in relation to limited partnerships as it applies in relation to general partnerships.

(1) Differences arising relating to ordinary matters connected with the partnership business or affairs shall to decided by— (a) the general partner; or (b) if there is more than one general...

(1) A person may become a partner in an existing partnership if all the general partners in the partnership agree to the person’s admission into the partnership. (2) Partners in a partnership may...

(1) Unless the Court orders otherwise the winding up of a limited partnership shall be conducted by a general partner. (2) Sections 54 and 51 and the Second Schedule shall with necessary...

A limited partnership shall establish and maintain a registered office to which communications may be delivered or addressed.

(1) The name of a limited partnership shall have— (a) the word “limited partnership”; or (b) the abbreviation “lp” or “LP”, appearing at the end of its name. (2) A partnership may not be...

(1) This section applies to the following entities— (a) a limited partnership; (b) a partner in a limited partnership; (c) a foreign limited partnership; or (d) a partner in a foreign limited...

(1) The partners of a limited partnership shall state the name and the address of the registered office of the limited partnership on any partnership document. (2) A general partner who fails to...

(1) A person who wishes to register a partnership shall deliver to the Registrar an application for registration together with a statement specifying— (a) the name under which the limited...

(1) On receiving an application for the registration of a limited partnership under section 68, the Registrar shall, if satisfied that section 65 has been complied with— (a) register it as a limited...

(1) The Registrar may make rules relating to the procedures of registration under this Act. (2) The Fifth Schedule shall have effect for purposes of this section.

(1) A person who knowingly provides or causes to another person provide, false information commits an offence and is liable on conviction to a term not exceeding six years or to a fine not exceeding...

(1) If an offence under this Part committed by a body corporate is proved— (a) to have been committed with the consent or connivance of an officer of the body corporate; or (b) to be attributable...