Partnership Act 1853 (SA)

No. 20.

An Act to legalize Partnerships with Limited Liatilities. &4&- -3 4

P *Zf----_- 7,91/-& 44

[Assented to, December 9, 1853.1 ->- c r-

4 AS it is expedient to encourage the formation of part- ~'re~mbleT--

w H E z % i p s for the promotion of useful undertakings in this Province, by enabling persons to employ their capital as partners iu certain cases, without liability to the debts of the partnership beyond the amount contributed by them--& it therefore Enacted, by His Excellency the Lieutenant-Governor of South Australia, with the advice and consent of the Legislative Council thereof, as follows:

1. After the passing of this Act, limited partnerships may be Limlited pafnef6hip8 may be formed except

formed in the said Yrovince for the transaction of business by any for I, anking aud in..

number of persons not exceeding twelve, upon the terms and Y1lrance,

subiect to the corditions and liabilities hereinafter ~rescribed :

~ r c i ided that nothing herein shall authorize any such partnership.

for the purpose either of banking or insurance.

C3 nature

R #??&u- r - a L dA

/ H, +- --

2. Every such partnership shall comprise one or more general Genera1 a n & ~ ~ = partners and their -W -3 CC-*;

partners, who shall be responsible as general partners are now by saulitie,	'/d+@
law, and persons to be called special partners, each of whom shall	&L &,/L5

contribute to the common stock a specific sum in money as capital, v

Y' b

beyond which he shall not be responsible for" any debt of the

partnership, except in the cases hereinafter provided for. f

3. All the persons forming any such partnership shall, before Cortifi"te by the pwtners be speci- made

commencing business as partners, sign rt certificate, containing the tying names, capital,

style of the firm under which the partnership is to be conducted,

the names and places of residence of al l the partners, distinguishing	,
the general from the special partners, the amount of capital which each special partner contributes, and also, if any, the amount con- tributed by the genwal partners to the common stock, the general

nat,ure of the business to be transacted, the principal placc at which it is to be transacted, the time when such partnership is to commence, and when it is to terminate; and if, during the con- tinuance of any such partnership, any new partner shall be ad- mitted as a member thereof, then a like certificate shall be given.

Style of partncrst~ip.

4. Such style or firm shall contain the name of every general partner, with the addition of the words ' l and others," and the general partners only shall transact the busiuess of the partnership; and if, in the oarrying on of such business, or in any contmct con- nected therewith, the name of any special partner shall be used with his consent or privity, or if he shall personally make any con- tra,ct respecting the concerns of the partnership, every such spccial partner shall be deemed to bc a general partner with respect to the contract or matter in which his name has been so used, or as to which he shall have so contracted.

-Q$ficatatoheac-

knowledged and 5. No such partnership shall Fe deemed formed u11ti1 such cer-

recorded: tificate as aforesaid shall have been acknowledged by each partner before some Justice of the Peace, and registered in the office of the

- Kegistry of Deeds, in Adelaide, in a book to be kept for that pur-

false. all oonrrrnrd pose, open to phl fc inspection; aGGf,zn7 fals6itdGiFntXame

in nnch fal~estaten elit

made in any such certificate, all the persons interested in the said

nhdl as

general partners. artnershipWmttking or consenting to such false statement shall be

kd~lble as general partners in the partncrship business therein

refered to: Provided that no clerical error, or matter not of substance, unless some person may have heen prejudiced thereby, g

shall be deemed fhlse within the meaning of this section.

Certiticatc to he put)- 6. A copy of such certificate shall, once at the least in each lished in the Governrnerlt Gazette, and in some newspaper printed neare~t to the principal place of buGness of the partncrship; and in case such publication be not so made, the partllership shall be deemed general.

lished for four week,.. week, during the next four weeks after such registmtiou, be pub-

l'rovisian fir renewal	7. Upon every renewal or contiliuation of a limited partnership, beyond the time originrtlly agreed upon for its duration, a certificate thereof shall he signed, acknowledged, registered, and published, in like manner as the original certificate, and every partnership which slmll be renewed or contin~xed, otherwise than in conforality with the provisions of this section shall be deemed general.
of partnership.

Capital 8t0& not to be 8. During the continuance of any partnership, under the provi-

withdrawn.

sions of this Act, no part of the capital thereof shall be w-ithdraw~1,

nor shall m y division of interest or profit be made, so as to reduce

such capital below the aggregate amouut stated in the certificate;

and if any parkTof the capital &all be so withdrawn or any such divi-

sion be made, so that at any time during the continuai~cller or at the

termination of the partnership, the assets shall not be sufficient to

pay the partnership dcbts, the special partners shall sewrally be

liable

liable to refund every sum by them respectively received in diminu- tion of such capital, or by way of such interest or profit; and all ,uch sums rnay be recovered as money had and received by them

to the use of the general partners.

9. A11 suits respecting the business of any partnership established against Suits gsnerlrl be by and

under this Act shall be prosecuted by and against the general patt- partner.

ners only, except in tlie cases in which it is provided by this Act

that special partners shall or may be deemed general partners, in

wllich case every or any special partner who shall have become

liable as a general pwtner, may be joined in the suit as a defen-

dant at the discretion of the party suing.

by operation of law before the time specified in the certificate, unless effe~%ed.	10. No dissolution of a limited partnership shall take place, except Dissolution, how
notice of such dissolutim shall be signed, acknowledged, registered,

and published in like manner as the original certificate.

l l + In all cases not hereinbefore otherwise provided for, all the Liabjlite~ not s p e c W

members of n limited partnership shall be subject to the liabilities, provided hr.

and entitled to the r i~l i ts C- of general partners.

12. The general partners shall be liable to account to each other, Accounting-

and to the special partners, for the management of the conceru, both

in law and equity, as other partners now are by law.

13. Every partner who shall be guilty of any fraud in the affairs Pra~ds p ~ r t n ~ ! ~.

of the partnership, shall be liable civilly to the party irrjured, to the extent of his denmge, and shall also be liable to an indictment for a aiisdemennor, punishable by fine or imprisonment, or both, in the discretion of the Court by which he shall be tried.

14, If the general partners shall not at all times cause regular or Not imng keepin:! par triership ~ c c o u n t ~,

books of account to be kept, or shall not have the same opened at r;,, private

all reasonable times to thp inspection of tlie special partners, they P	~	~	~	P	~	~	~	~	.
shall forfeit to the use of the special partners, silch profit or share
of the profits as the Supreme Court, or m y ,Judge thereof, on rule
or sunlmons to show cause, shall, under the circumstmces, think fit
to direct; and every partner who shall at any time use the money or credit of the partnership on his private account, or for any	scparate purpose of his own, witllout the written consent of his
copartners, shall be deemed guilty of a n~isdemcanor, and be liable
on conviction, to such pecuniary fine (with imprisoiiment until
payment) as the Court sliall award.

-- -

-- -.

Adelnide : Pr intd !,y authority by W. C. Cox, Government Printer, Victoris-square.