Browse an Act, find a provision and read each section in context.
Browse Acts ↓(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 partnership comprises three or more partners; and (b) one partner gives a resignation notice under subsecti…
(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 partnership is subject to an attachment in execution in respect of a debt which is not a partnership debt. (2) 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 for, if on that date— (a) the partnership had broken up; (b) the partnership assets were realized f…
(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, the partnership and a creditor to discharge the former partner from personal liability for a partnership…
(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 under subsection (1) shall not affect any claim which the partnership or a partner may have against the…
(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 relying on representation made to the person that a former partner is a partner in a firm at the time of…
(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 partnership records. (2) An assignee of a share in a partnership shall be entitled to receive— (a) a share i…
(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 Court on the application of a partner; (d) an order is made by a Court under section 51(1) on the applicat…
(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) the winding up of the partnership by partners under section 40; or (c) the winding up of the partnership by a…
(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) shall not apply to a person who ceases to be a partner involuntarily. (3) A person ceases to be a p…
(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 necessary consent. (2) If a partnership breaks up, any partner who ceases to be a partner on or after the br…
(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 partner in the former partnership. (2) The title to the property acquired by a person and that of any p…
(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 partnership shall be decided by a majority of the partners.
(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 following rules and in the following order— (a) each partner shall pay into the partnership any amounts whic…
(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— (i) the person entitled to it; or (ii) a trustee for that person; (c) no liabilities are outstanding aga…
(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 interest thereon. (2) The Court may, by the same or a subsequent order— (a) appoint a receiver of t…
(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 partnership. (2) In making an order under subsection (1), the Court shall have regard to— (a) the partner’s ca…
(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 order under section 44(1)(c) shall specify the date on which the partnership broke up or is expected to br…
(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 with an order under section 54 or 55, whether or not such an order was applied for in accordance with s…
(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 partner to realise the partner’s share in the partnership; and (b) in the case of an order under section 51,…
(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 order is entitled to be indemnified by the partner at fault in respect of any loss suffered by the appli…
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 partnership agreement.
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 business pending the determination of the application.
(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 make an order for the partnership to be broken up on such terms and conditions as it m…
(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 liquidator for the purpose of winding up the partnership and distributing the partnership property. (2) If the C…
(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 (c) a creditor of the partnership, make an order appointing a provisional liquidator pending the determinatio…
(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 expires, may make an application to the Court for an order for the refund of the whole or part of the joining pre…
(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 Court may make one or more of the following orders— (a) an order requiring accounts to be drawn up to…
(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 partners, each of whom has limited liability. (2) A general partner shall he liable for all debts and obligatio…
(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 a limited partner; (b) the person dies; or (c) the partnership is dissolved.