Partnership (Venture Capital Funds) 2003 (Vic)

Partnership (Venture Capital Funds) Act 2003

ts	Act No. 99/2003
n
e
m	TABLE OF PROVISIONS

u Section Page

c	1.	Purpose	1
o	2.	Commencement	1
D	3.	Principal Act	2
ry	4.	New Part 5 inserted in Principal Act	2
PART 5—INCORPORATED LIMITED PARTNERSHIPS	2
ta	Division 1—Preliminary	2
n
e	81.	Definitions	2
82.	Application of other provisions of this Act	3
m

ia

Division 2—Nature and Formation of Incorporated Limited

rl

Partnerships 4

a

83. Partnership is formed on registration 4

P

84.	Partnership is separate legal entity	4
85.	Partners in an incorporated limited partnership	4

d

86. Partnership agreement 5

n

a

Division 3—Registration of Incorporated Limited

Partnerships 6

n

87. Who may apply for registration? 6

o

ti

88.	How is an application made?	7
89.	Registration of incorporated limited partnership	9

la

90. Register of Incorporated Limited Partnerships 10

is

91.	Changes in registered particulars	11
92.	Certificates of registration etc.	11

g

e

93. Business Names Act 1962 not to apply 13

94. Acts preparatory to registration do not constitute

L	partnership	13
n	Division 4—Powers of Incorporated Limited Partnerships	14
a

ri	95.	Powers of partnership	14
to	96.	Relationship of partners to others and between
ic
V

i

Section Page

Division 5—Liability and Powers of Limited Partners 18

97.	Limitation of liability of limited partners	18
98.	Limited partner not to take part in the management of

ts the incorporated limited partnership 19

n	99.	Definitions, etc. applicable to section 98	24
e	100.	Differences between partners	26
101.	Change in partners	27
m	102.	Change in status of partners	27
u	103.	Liability in respect of conduct or acts outside the State	28
c	104.	Recognised incorporated limited partnerships under
o	corresponding laws	28
D	105.	Effect of sections 103 and 104	30

ry	Division 6—Winding up of Incorporated Limited
Partnership 31
ta	106. Definition 31
n	107. Voluntary winding up 31
e	108. Winding up on Director's certificate 32
m	109. Review of certificate 33
ia	110. Procedure for winding up on certificate 34
rl	111. Distribution of assets on winding up required on

Director's certificate 35

a	112.	Application of Corporations Act to winding up	36
P	113.	Director to be notified of winding up	38
114.	Cancellation of incorporation	38
d

n Division 7—Miscellaneous Provisions 39

a	115.	Execution of documents	39
n	116.	Entitlement to make assumptions	39
o	117.	Assumptions that can be made under section 116	40
ti	118.	Identification of incorporated limited partnerships	42
la	119.	Registered office	43
120.	Lodgment of certain documents with the Director	43
is	121.	Service	45
g	122.	Entry in Register constitutes notice	46
e	123.	False and misleading statements	46
L	124.	Duty to furnish information	47
125.	Confidentiality	47
n	126.	Offences by partnerships and partners	48
a
ri	127.	Delegation	49
128.	Regulations	49
to	5.	Definition of partnership	51
ic
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ii

Section Page

7. New section 64A inserted 55

64A. Effect of sections 63 and 64 55

8. Regulations 56

ts ═══════════════

n	ENDNOTES	57
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c
o	Victoria
D
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ta
n	No. 99 of 2003
e
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ia	Partnership (Venture Capital Funds)
rl	†
a	Act 2003
P

[Assented to 2 December 2003]

d
n
a
n
o

ti	The Parliament of Victoria enacts as follows:
la
is	1. Purpose
g
e	The main purpose of this Act is to amend the
L	Partnership Act 1958 so as to provide for the
n	formation of incorporated limited partnerships.
a
ri	2. Commencement
to	This Act comes into operation on the day after the
ic	day on which it receives the Royal Assent.
V

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3. Principal Act

In this Act, the Partnership Act 1958 is called

See: 

ts

Act No.	the Principal Act.
6330.	n

Reprint No. 6

as at  e

28 May 2003.

LawToday:  m

u

dpc.vic.	c
gov.au	o

 D

4. New Part 5 inserted in Principal Act

ry

After Part 4 of the Principal Act insert—

ta

'PART 5—INCORPORATED LIMITED

n

PARTNERSHIPS

e

m

ia

rl

Division 1—Preliminary

81. Definitions

a

P	In this Part—
d	"Director" means Director within the
n	meaning of the Fair Trading Act
a	1999;
n
o	"firm-name", in relation to an incorporated
ti	limited partnership, means the name of
la	the partnership as recorded in the
is	Register;
g	"general partner" means a person admitted
e	as a partner in an incorporated limited
L	partnership in accordance with the
n	partnership agreement and who is not a
a	limited partner;
ri	"incorporated limited partnership" means
to	a partnership formed in accordance
ic	with this Part;
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"liability" includes any debt, obligation or liability of any kind, wherever and

ts	however incurred;
n	"limited partner" means a person admitted
e	as a partner in an incorporated limited
m	partnership in accordance with the
u	partnership agreement and whose
c	liability for the liabilities of the
o	partnership is limited in accordance
D	with this Part;
ry	"limited partnership" has the same
ta	meaning as in Part 3;
n	"partner", in relation to an incorporated
e	limited partnership, means a general
m	partner or a limited partner;
ia
rl	"person" includes a partnership;
a	"Register" means the Register of
P	Incorporated Limited Partnerships kept under this Part;
d
n	"special resolution", in relation to the
a	limited partners, means a resolution that
n	has been passed by at least 75% of the
o
ti	limited partners.
la	82. Application of other provisions of this Act
is	(1) Parts 1 and 2 (except sections 22, 26, 27(2)
g	and (3), 30, 31 and 34 and Division 4 of
e	Part 2) apply to incorporated limited
L	partnerships, except as provided by this Part.
n	Note:  Section 96(5) and (6) modify the application of
a
ri	certain provisions of Part 2.

(2) If a provision made by or under this Part is

to	inconsistent with a provision made by or
ic	under any other Part that applies to
V	incorporated limited partnerships, the provision made by or under this Part prevails

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and the other provision is (to the extent of the inconsistency) of no force or effect in

ts	relation to incorporated limited partnerships.
n	Division 2—Nature and Formation of
e	Incorporated Limited Partnerships
m
u	83. Partnership is formed on registration
c
o	An incorporated limited partnership is
D	formed on registration under this Part.
ry	84. Partnership is separate legal entity
ta	(1) An incorporated limited partnership—
n	(a) is a body corporate with legal
e	personality separate from that of the
m	partners in it and with perpetual
ia	succession; and
rl	(b) may have a common seal; and
a
P	(c) may sue and be sued in its firm-name. (2) The common seal of an incorporated limited
d
n	partnership must be kept in such custody as
a	the partnership directs and must not be used
n	except as authorised by it.
o
ti	85. Partners in an incorporated limited
la	partnership
is	(1) An incorporated limited partnership must
g	have—
e	(a) at least one general partner but no more
L	than 20 general partners; and
n
a	(b) at least one limited partner.
ri	Note: There is no limit on the number of
to	limited partners.
ic
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(2) A body corporate may be a general partner or a limited partner.

ts	(3) For the purposes of sub-section (1)(a)— (a) if a general partner is a partnership and
n
e	no partner in that partnership has, under
m	the law of the place where the
u	partnership is formed, limited liability
c	for the liabilities of the partnership, the
o	number of partners in that partnership is
D	to be counted; and
ry	(b) if a general partner is a partnership and
ta	any partner in that partnership has,
n	under the law of the place where the
e	partnership is formed, limited liability
m	for the liabilities of the partnership, the
ia	number of partners in that partnership
rl	whose liability is not so limited is to be
a	counted but no account is to be taken of
P	the number of partners in that
d	partnership whose liability is so limited.
n	86. Partnership agreement
a
(1) There must at all times be in force a written
n
o	partnership agreement between the partners
ti	in an incorporated limited partnership.
la	(2) A partnership agreement also has effect as a
is	contract between the incorporated limited
g	partnership and each partner under which the
e	partnership and each partner agree to observe
L	and perform the agreement so far as it
n	applies to them.
a
ri	(3) Nothing in sub-section (2) prevents an incorporated limited partnership itself
to	executing a partnership agreement.
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Division 3—Registration of Incorporated

Limited Partnerships

ts	87. Who may apply for registration?
n
e	(1) An application for registration as an incorporated limited partnership may be
m
u	made, in the circumstances described in sub-
c	section (2), by a partnership or by persons
o	proposing to be the partners in the proposed
D	incorporated limited partnership.
ry	(2) The circumstances are—

ta	(a)	that the partnership is registered under
n	Part 2 of the Venture Capital Act 2002
e	of the Commonwealth as, or a general
m	partner in the partnership or a proposed
ia	general partner in the proposed
rl	incorporated limited partnership intends
a	to apply for registration of the
P	partnership or proposed partnership under that Part as—
d

n	(i) a VCLP within the meaning of
a	that Act; or
n	(ii) an AFOF within the meaning of
o
ti	that Act; or
la	(b) that the partnership is a venture capital
is	management partnership within the
g	meaning of section 94D(3) of the
e	Income Tax Assessment Act 1936 of
L	the Commonwealth or the partners in
n	the partnership or the proposed partners
a	in the proposed incorporated limited
ri	partnership intend that the partnership
to	or proposed partnership will meet the
ic	requirements set out in that section for recognition as a venture capital
V	management partnership; or

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(c) such other circumstances as are prescribed.

ts	88. How is an application made?
n	(1) An application for registration as an
e	incorporated limited partnership is made by
m	lodging with the Director in accordance with
u	this Part a statement signed by each partner
c	or proposed partner.
o
D	(2) The statement must be made in the form
ry	approved by the Director and must—
ta	(a) in the case of an application by a

partnership, contain particulars of—

n

e	(i)	the firm-name of the partnership;
m	and

ia	(ii) the full address of the office or
rl	principal office in Victoria of the
a	partnership (to be called the
P	"registered office" of the proposed
d	incorporated limited partnership);
n	(b) in the case of an application by persons proposing to be the partners in the
a
n	proposed incorporated limited
o
ti	partnership, contain particulars of—
la	(i) the proposed firm-name of the
is	proposed incorporated limited
g	partnership; and
e	(ii) the full address of the proposed
L	office or principal office in
n	Victoria of the proposed
a
ri	incorporated limited partnership
(to be called the "registered
to	office" of the proposed
ic	incorporated limited partnership);
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(c) contain a statement as to whether it is proposed to have at the end of the firm- name of the proposed incorporated

ts	limited partnership—
n
e	(i) the words "An Incorporated
m	Limited Partnership"; or
u	(ii) the expression "L.P."; or
c
o	(iii) the expression "LP";
D	(d) contain particulars of the full name of
ry	each partner or proposed partner or, if
ta	the partner or proposed partner is a partnership, the name of the firm or, if
n	the firm does not have a name, the full
e	name of each partner in the firm;
m
ia	(e) contain particulars of the full address of
rl	each partner or proposed partner, being
a	(in the case of an individual) his or her
P	principal place of residence or (in the case of a body corporate) its registered
d
n	office or principal place of business or
a	(in the case of a partnership) its registered office or principal office;
n
o	(f) contain a statement in relation to each
ti	partner or proposed partner as to
la	whether that partner or proposed
is	partner is, or is proposed to be, a
g	general partner or a limited partner; (g) contain a statement in relation to each
e
L	partner or proposed partner that is a
n	partnership to the effect that the partner
a
ri	or proposed partner is a partnership;

to	(h)	in the case of an application by a
ic	partnership that is registered as a VCLP
or an AFOF under Part 2 of the Venture
V	Capital Act 2002 of the Commonwealth, be accompanied by a

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copy of a document evidencing its

status as a VCLP or an AFOF;

ts	(i)	in the case of an application by a
n	partnership that is a venture capital
e	management partnership within the
m	meaning of section 94D(3) of the
u	Income Tax Assessment Act 1936 of
c	the Commonwealth, contain a
o	statement that it is such a partnership;

D	(j) contain such other particulars as are
ry	required by the regulations or by the
ta	approved form of statement.
n	(3) An application under this section must be
e	accompanied by the prescribed fee or, if no
m	fee is prescribed, a fee of $500.00.
ia	89. Registration of incorporated limited
rl	partnership
a
P	(1) If an application for registration of an incorporated limited partnership has been
d
n	made in accordance with section 88, the
a	Director may register the incorporated limited partnership.
n
o	(2) If the Director registers an incorporated
ti	limited partnership, the firm-name of the
la	partnership is its name as recorded in the
is	Register.
g	(3) An incorporated limited partnership must
e	have the words "An Incorporated Limited
L	Partnership" (or the expression "L.P." or
n	"LP" as an abbreviation) at the end of its
a
ri	firm-name, as recorded in the Register. (4) However, the Director must not record in the
to
ic	Register as the firm-name of an incorporated
limited partnership a name that, in the
V	opinion of the Director, would not be eligible

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for registration as a business name under the

Business Names Act 1962.

ts	(5) Subject to sub-section (4), registration is
n	effected by recording in the Register the
e	particulars in the statement lodged with the
m	Director.
u	90. Register of Incorporated Limited
c	Partnerships
o
D	(1) The Director must keep a register of incorporated limited partnerships registered
ry	under this Part (to be called the "Register of
ta	Incorporated Limited Partnerships").
n	(2) The Register may be kept in such form as the
e	Director thinks fit.
m
ia	(3) The Director must make the information
rl	recorded in the Register available for public
a	inspection, on payment of the prescribed fee
P	or, if no fee is prescribed, a fee of $30.00, at the office of the Director during the ordinary
d
n	business hours of that office.
a	(4) The Director may correct any error or
n	omission in the Register by—
o
ti	(a) inserting an entry; or
la	(b) amending an entry; or
is	(c) omitting an entry—
g
e	if he or she decides that the correction is
L	necessary.
n	(5) The Director must not omit an entry in the
a
ri	Register unless satisfied that the whole of the
entry was included in error.
to
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91. Changes in registered particulars

(1) If any change occurs in relation to the

ts	registered particulars of an incorporated
n	limited partnership, a statement setting out
e	the changed particulars must be lodged with
m	the Director within 7 days after the change
u	occurred.
c	(2) The statement must be signed by all the
o	general partners, or by a general partner
D	authorised by all the general partners for the
ry	purposes of this section.
ta	(3) The statement must—
n	(a) be in the form approved by the
e	Director; and
m
ia	(b) contain the particulars required by the
rl	regulations or by the approved form of
a	statement; and

P	(c)	be accompanied by the prescribed fee
d	or, if no fee is prescribed, a fee of
n	$70.00.
a

(4) If the statement is duly lodged, the Director

n	must record the change in the Register as
o
ti	soon as possible.
la	(5) If sub-section (1) is not complied with, each
is	general partner in the incorporated limited
g	partnership is guilty of an offence and liable
e	to a penalty not exceeding 10 penalty units.
L	92. Certificates of registration etc.
n
a
ri
(1) The Director, at the time of—

(a) registering an incorporated limited

to	partnership; or
ic	(b) recording a change in the registered
V	particulars of an incorporated limited partnership; or

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(c) correcting an error or omission in the Register in relation to an incorporated

ts	limited partnership—
n	must issue to the general partners a
e	certificate as to the formation and registered
m	particulars as at that time of the incorporated
u	limited partnership.
c	(2) The prescribed fee or, if no fee is prescribed,
o	a fee of $50.00, is payable on the issue of—
D

(a) a certificate under sub-section (1)(b); or

ry

ta (b) a certificate under sub-section (1)(c) if

the error or omission was not

n	attributable to the Director or a person
e	employed or engaged in the
m	administration of this Part.
ia
rl	(3) The Director may, on application
a	accompanied by the prescribed fee or, if no
P	fee is prescribed, a fee of $50.00, issue to the applicant a certificate in relation to an
d
n	incorporated limited partnership as to the
a	formation and registered particulars as at that time of the incorporated limited partnership.
n
o	(4) A certificate under this section is to be in
ti	such form as the Director thinks fit.
la	(5) A certificate under this section—
is	(a) as to the formation of an incorporated
g
e	limited partnership, is conclusive
L	evidence that the incorporated limited
n	partnership was formed on the date of
a	registration referred to in the certificate;
ri	and
to
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(b) as to the registered particulars as at a specified time of an incorporated limited partnership, is (unless the

ts	contrary is established) conclusive
n	evidence that the partnership existed at
e	that time; and
m
u	(c) as to the general partners and limited
c	partners in an incorporated limited
o	partnership as at a specified time, is
D	(unless the contrary is established)
ry	conclusive evidence of the general
partners and limited partners as at that
ta	time; and
n	(d) as to any other particular of an incorporated limited partnership
e
m
ia	recorded in the Register as at a
rl	specified time, is (unless the contrary is
established) conclusive evidence of that
a	particular as at that time.
P

93. Business Names Act 1962 not to apply

d

n	The Business Names Act 1962 does not
a	apply so as to require an incorporated limited
n	partnership to register a business name if that
o
ti	name is the firm-name of the partnership
registered under this Part.
la	94. Acts preparatory to registration do not
is	constitute partnership
g
e	Any act done in connection with the making
L	of an application for registration under this
n	Part by or on behalf of persons proposing to
a	be the partners in a proposed incorporated
ri	limited partnership does not of itself create a
to	partnership between those persons.
ic
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Division 4—Powers of Incorporated Limited

Partnerships

ts	95. Powers of partnership
n
e	Subject to the partnership agreement, an incorporated limited partnership has the legal
m
u	capacity and powers of an individual and
c	also all the powers of a body corporate
o	including (for example) the power, whether
D	within or outside Victoria or outside
ry	Australia—
ta	(a) to carry on the business of the

partnership; and

n

e	(b)	to do all things necessary or convenient
m	to be done for, or in connection with,
ia	the carrying on of the business of the
rl	partnership including (for example) the
a	power to—
P	(i)	enter into contracts or otherwise
d	acquire rights or liabilities; or

n	(ii) create, confer, vary or cancel interests in the partnership; or
a
n
o	(iii) acquire, hold and dispose of real
ti	or personal property or of an
la	interest (whether beneficial or
is	legal) in real or personal property;
g	or
e	(iv) appoint agents and attorneys, and
L	act as agent for other persons; or
n
a	(v) form, and participate in the
ri	formation of, companies or
to	incorporated limited partnerships;
ic	or
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(vi)  participate in partnerships, trusts, unincorporated joint ventures and other arrangements for the sharing

ts	of profits; or
n
e	(vii) do such other things as it is
m	authorised to do by or under this
u	Part or the partnership agreement.
c	96. Relationship of partners to others and
o	between themselves
D

(1) Except as otherwise provided by the

ry	partnership agreement or agreed between the
ta	partners—
n	(a) a general partner, the incorporated
e	limited partnership or an officer,
m	employee or agent of a general partner
ia	or of the incorporated limited
rl	partnership is not an agent of a limited
a	partner and the acts of a general partner
P	or of the incorporated limited
d	partnership or of such an officer,
n	employee or agent do not bind a limited
a	partner; and
n	(b) a limited partner is not an agent of a
o
ti	general partner or of another limited
la	partner or of the incorporated limited partnership and the acts of a limited
is	partner do not bind a general partner or
g
e	another limited partner or the
L	incorporated limited partnership itself.
n	(2) A reference in sub-section (1) to a general
a	partner includes, if the general partner is a
ri	partnership, a partner in that partnership.
to
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(3) Nothing in sub-section (1) prevents the

making of, or limits or restricts, an
agreement between two partners or between

ts	a partner and the incorporated limited
n	partnership under which—
e

(a) one partner acts as an agent of another

m

u	partner or of the partnership and, by so
c	acting, binds the other partner or the
o	partnership; or
D	(b) the partnership acts as an agent of a
ry	partner and, by so acting, binds the
ta	partner.
n	(4) Any consent or authority which under this
e	Act is required or permitted to be given by a
m	partner or two or more partners or all the
ia	partners may, in the case of an incorporated
rl	limited partnership and without limiting any
a	other way in which it might be given, be
P	given by that partner or those partners by or
d	under the partnership agreement either in
n	relation to all cases, or in relation to all cases
a	subject to specified exceptions, or in relation
n	to any specified case or class of case. (5) Division 2 of Part 2, in its application to an
o
ti	incorporated limited partnership, has effect
la	as if—
is	(a) any reference in it to a partner (other
g
e	than the reference in section 12 to the
L	partners and any reference in section 14 to a co-partner) were a reference to a
n	general partner only; and
a
ri	(b) the reference in section 10 to a person
to	did not include a reference to a limited
ic	partner; and
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(c) (d) section 13 contained the following sub- the words "the incorporated limited section 13 for the words "the other

ts	partners"; and
n
e
m	section—
u	"(2) Despite sub-section (1), a general
c	partner in an incorporated limited
o	partnership within the meaning of
D	Part 5 is only liable for any
ry	liability of the partnership if the
ta	partnership is unable to satisfy the
liability except as otherwise
n
e	provided by the partnership agreement."; and
m
ia	(e) any reference in section 13 or 21(2) to
rl	the debts or obligations of the firm
a	were a reference to the liabilities
P	(within the meaning of Part 5) of the
d	incorporated limited partnership; and (f) the words "or a limited partner" were
n
a	inserted in section 14(1) after the words
n	"not being a partner"; and
o

ti	(g)	the expression "(not including any act
la	or omission as a general partner of an
incorporated limited partnership)" were
is	inserted in section 14(2) after the
g
e	expression "Corporations Act,"; and
L	(h)	the words "as newly constituted" were
n	omitted in section 21(3).
a

ri	(6) Section 24(1), in its application to an incorporated limited partnership, has effect
to	as if the words "the incorporated limited
ic	partnership" were substituted for the words
V	"the partners".

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(7) A limited partner, as limited partner, is not a proper party to any proceeding commenced in a court or tribunal by or against the

ts	incorporated limited partnership, other than a
n	proceeding commenced by the incorporated
e	limited partnership against the limited
m	partner or by the limited partner against the
u	incorporated limited partnership.
c
o	(8) This section is subject to section 98 (limited
D	partner not to take part in the management of
ry	the incorporated limited partnership).
ta	Division 5—Liability and Powers of Limited
n	Partners
e
m	97. Limitation of liability of limited partners
ia	(1) A limited partner has no liability for the
rl	liabilities of the incorporated limited
a	partnership or of a general partner.
P

(2) Nothing in sub-section (1) prevents—

d

n	(a) a contribution of capital or property
a	made by a limited partner to the
n	incorporated limited partnership being
o
ti
used; or

(b) an obligation of a limited partner to

la	contribute capital or property to the
is	incorporated limited partnership being
g	enforced by any person to whom the
e	obligation is owed—
L
n	in satisfaction of a liability of the partnership
a
ri
or of a general partner.

(3) This section is subject to section 98 (limited

to	partner not to take part in the management of
ic	the incorporated limited partnership).
V

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98.  Limited partner not to take part in the management of the incorporated limited

ts	partnership
n	(1) A limited partner must not take part in the
e	management of the business of the
m	incorporated limited partnership.
u	(2) If a limited partner takes part in the
c	management of the business of the
o	incorporated limited partnership—
D

(a) the acts of the limited partner bind the

ry	partnership in circumstances where—
ta	(i) they would be binding on the
n	partnership if they were the acts of
e	a general partner in the
m	partnership; and
ia

rl	(ii)	the person to whom the liability
a	was incurred reasonably believed,
P	having regard to the limited partner's conduct at the time the
d
n	liability was incurred, that the
a	limited partner was a general partner in the partnership; and
n

o	(b) where under paragraph (a) the
ti	partnership is bound by the acts of the
la	limited partner, the limited partner is
is	liable, as if a general partner, for any
g	liability incurred by the partnership to a
e	person as a direct result of the acts of
L	the limited partner if the partnership is
n	unable to satisfy the liability.
a
ri	(3) A limited partner is not to be regarded as taking part in the management of the
to	business of the incorporated limited
ic	partnership merely because the limited
V	partner or a person acting on behalf of the limited partner—

Partnership (Venture Capital Funds) Act 2003

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(a) is an employee or an independent contractor of the partnership or of a general partner, or is an officer of a

ts	general partner that is a body corporate;
n	or
e

(b) gives advice to, or on behalf of, the

m

u	partnership or a general partner in the
c	proper exercise of functions arising
o	from the engagement of the limited
D	partner in a professional capacity or
ry	arising from business dealings between
the limited partner and the partnership
ta	or between the limited partner and a
n	general partner; or
e

(c) gives a guarantee or indemnity in

m

ia	respect of any liability of the
rl	partnership or of a general partner; or (d) takes any action, or participates in any
a
P	action taken by any other limited
d	partner, for the purpose of enforcing the
n	rights, or safeguarding the interests, of
a	the limited partner as a limited partner;
n	or
o
ti	(e) if permitted by the partnership

agreement—

la	(i) calls, requisitions, convenes,
is	chairs, participates in, postpones,
g
e	adjourns or makes a record of a
L	meeting of the partners or of the limited partners or of any of them;
n	or
a
ri	(ii) whether at the meeting or in
to	writing or otherwise, requisitions,
ic	formulates, signs, approves,
disapproves, proposes, moves,
V	supports, opposes, speaks to or

Partnership (Venture Capital Funds) Act 2003

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votes on any resolution, or an amendment to any resolution, whether or not considered or to be

ts	considered at a meeting of the
n	partners or of the limited partners
e	or of any of them; or
m
u	(f) exercises a power conferred on the
c	limited partner by sub-section (4) or
o	under the partnership agreement or
D	otherwise has, or exercises, a right to—

ry	(i)	have access to and inspect the
ta	books or records of the
partnership or copy any of them;
n
e	or

m	(ii) examine the state or prospects of
ia	the business of the partnership or
rl	advise, or consult with, other
a	partners in relation to such
P	matters; or
d	(g) gives advice to, or consults with, or is
n	or acts as an officer, director, security
a	holder, partner, agent, employee or
n	independent contractor of, an associate
o
ti	of the partnership; or
la	(h) is or acts as a lender to, or fiduciary for,
is	an associate of the partnership; or (i) to the extent authorised by the
g
e	partnership agreement, participates on,
L	or has or exercises any right to appoint
n	one or more persons to, or remove one
a	or more persons from, a committee
ri	which considers, approves of, consents
to	to or disapproves of any one or more of
ic	the following proposals from a general partner—
V

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(i)

a proposal involving a material business of the partnership

ts	(including a change in, or
n	departure from, any investment
e	guidelines, policies or conditions
m	relating to the business of the
u	partnership); or
c
o	(ii) a proposal for the adoption of a
D	method for valuing some or all of
ry	the assets of the partnership
(including a change to,
ta	replacement of or variation from
n	such a method); or
e

(iii) a proposal for an extension or

m

ia	reduction in the period in which,
rl	under the partnership agreement, investments (or certain types of
a	investments) can be made by the
P	partnership, or for any approval or
d	disapproval of investments that
n	the partnership does not otherwise
a	have a right to make; or
n	(iv) a proposal relating to any actual or
o
ti	potential transaction or other
la	matter involving any actual or
is	potential conflict of interest; or
g	(v) a proposal relating to any actual or
e	potential transaction, contract,
L	arrangement or understanding
n	between one or more of the
a
ri	partners, or their associates, and
the general partner, the
to	partnership or any associate of the
ic	general partner or of the
V	partnership; or

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(vi) (vii) a proposal for the appointment of a proposal for the delegation, authority, right, duty or obligation

ts	of the general partner; or
n
e
m	any person as a senior executive
u	of the general partner or of an
c	associate of the general partner—
o	but not so as to permit any direction of
D	the general partner by a limited partner
ry	as to any matter regarding the
ta	management of the business of the
partnership where the general partner is
n
e	acting within the terms of the partnership agreement; or
m
ia	(j) nominates, selects, investigates,
rl	evaluates or negotiates with, or
a	participates on a committee which
P	proposes, considers, approves of,
d	consents to or disapproves of any
n	nomination, selection, appointment,
a	change in control or ownership,
n	suspension, replacement or removal of
o	a general partner or an associate of a
ti	general partner.
la	(4) Subject to the partnership agreement, a
is	limited partner or a person authorised by the
g	limited partner may at any time—
e	(a) have access to and inspect the books or records of the partnership or copy any
L
n	of them; and
a
ri	(b) examine the state or prospects of the
to	business of the partnership and advise,
ic	or consult with, other partners in
relation to such matters.
V

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(5) The provisions of this section (other than sub-section (4)) may not be varied by the partnership agreement or with the consent of

ts	the partners, whether given by or under the
n	partnership agreement or otherwise.
e
Note: Section 96(4) enables partners to give consent
m	by or under the partnership agreement.
u
c	99. Definitions, etc. applicable to section 98
o	(1) In section 98—
D
ry	(a) a reference to an associate of a general

partner includes a reference to—

ta	(i) if the general partner is a
n
e	partnership, a partner in that partnership (a partner in the
m	general partner); and
ia

rl	(ii)	any person who has an interest in
a	the general partner or in any
P	partner in the general partner,
d	whether as security holder, trustee,
n	responsible entity, manager,
a	custodian, sub-custodian,
n	nominee, administrator, executor,
o	legal personal representative,
ti	beneficiary or otherwise; and

la	(iii) any person to whom the general
is	partner or any partner in the
g	general partner has delegated any
e	power, authority, right, duty or
L	obligation of the general partner in
n	relation to the partnership; and
a

ri	(iv)	if the general partner or a partner in the general partner or a person
to	covered by sub-paragraph (ii) or
ic	(iii) is a body corporate, a related
V	body corporate of that body corporate; and

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(v) a director, officer, employee,
agent, representative or security
holder of the general partner or of

ts	any partner in the general partner
n	or of a person covered by sub-
e	paragraph (ii), (iii) or (iv); and
m
u	(b) a reference to an associate of a limited
c	partner includes a reference to—
o	(i) if the limited partner is a
D	partnership, a partner in that
ry	partnership (a partner in the
ta	limited partner); and
n	(ii) any person who has an interest in
e	the limited partner or in any
m	partner in the limited partner,
ia	whether as security holder, trustee,
rl	responsible entity, manager,
a	custodian, sub-custodian,
P	nominee, administrator, executor,
d	legal personal representative,
n	beneficiary or otherwise; and (iii) if the limited partner or a partner
a
n	in the limited partner or a person
o
ti	covered by sub-paragraph (ii) is a
body corporate, a related body
la	corporate of that body corporate;
is	and
g	(iv) a director, officer, employee,
e
L	agent, representative or security holder of the limited partner or of
n
a	any partner in the limited partner
ri	or of a person covered by sub-
to	paragraph (ii) or (iii); and
ic
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(c) a reference to an associate of an incorporated limited partnership

ts	includes a reference to—
n	(i) any person or partnership in which
e	the incorporated limited
m	partnership has an interest,
u	whether as security holder or
c	otherwise; and
o	(ii) if a person or partnership covered
D	by sub-paragraph (i) is a body
ry	corporate, a related body
ta	corporate of that body corporate.
n	(2) In section 98 and this section, a reference to
e	a general partner in an incorporated limited
m	partnership includes, if the general partner is
ia	a partnership, a partner in that partnership.
rl	(3) In section 98 and this section—
a
P	"security holder", in relation to a body (whether corporate or unincorporated)
d
n	includes a holder of securities (within
a	the meaning given by section 92(3) of the Corporations Act) in or of the body;
n
o	"related body corporate" has the meaning
ti	given by section 9 of the Corporations
la	Act.
is	100. Differences between partners
g
e	(1) A difference arising as to ordinary matters
L	connected with the business of an
n	incorporated limited partnership may be
a
ri	decided by a majority of the general partners. (2) The provisions of this section may be varied
to	with the consent of the partners.
ic
V

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101. Change in partners

(1) A limited partner may, with the consent of

ts	the general partners and the agreement of the
n	transferee, transfer the whole or a portion of
e	the limited partner's interest in the
m	incorporated limited partnership.
u	(2) If the whole of the limited partner's interest
c	in the incorporated limited partnership is
o	transferred to the one transferee, the
D	transferee becomes a limited partner in
ry	substitution for the transferor with all the
ta	rights and obligations of the transferor. (3) If only a portion of the limited partner's
n
e	interest in the incorporated limited
m	partnership is transferred to a transferee, the
ia	transferee becomes a limited partner in
rl	substitution for the transferor in respect of
a	the transferred portion and with all the rights
P	and obligations of the transferor in respect of
d	that portion.
n	(4) A person may be admitted as a partner in an
a	incorporated limited partnership without the
n	necessity to obtain the consent of any limited
o
ti	partner.
la	(5) The provisions of this section may be varied
is	with the consent of the partners.
g	102. Change in status of partners
e	(1) If a general partner becomes a limited
L	partner, the partner remains liable for any
n	liability of the incorporated limited
a
ri	partnership that arose before the partner
to	became a limited partner.
ic	(2) If a limited partner becomes a general

partner, the partner remains not liable

V (subject to section 98(2)) for any liability of
the incorporated limited partnership that

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Act No. 99/2003

arose before the partner became a general

partner.

ts	Note: Section 98(2) imposes liability in certain circumstances on a limited partner who takes
n	part in the management of the business of the
e	incorporated limited partnership.
m	103. Liability in respect of conduct or acts
u
c	outside the State
o	A limited partner in an incorporated limited
D	partnership may only be liable for a liability
ry	incurred by the partnership as a result of—

ta	(a)	the conduct of the incorporated limited
n	partnership's business outside the State;
e	or

m	(b) acts outside the State of a general
ia	partner, a limited partner or the
rl	incorporated limited partnership or of
a	any officer, employee or agent of a
P	general partner or of the incorporated
d	limited partnership—
n	in circumstances where the limited partner
a	would be so liable if the conduct or acts
n	occurred within the State.
o
ti	Note: Section 98(2) imposes liability in certain
la	circumstances on a limited partner who takes
part in the management of the business of the
is	incorporated limited partnership.
g	104. Recognised incorporated limited
e
L	partnerships under corresponding laws
n	(1) In this section—
a
ri	"corresponding law" means—

to	(a)	a law of another State or of a
ic	Territory or of another country or
jurisdiction that corresponds to
V	this Part; or

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Act No. 99/2003

(b) a law declared under sub-
section (3) to be a corresponding

ts	law for the purposes of this Part;
n	"recognised incorporated limited
e	partnership" means a partnership
m	formed in accordance with a
u	corresponding law.
c	(2) A partner in a recognised incorporated
o	limited partnership may only be liable for a
D	liability incurred by the partnership as a
ry	result of—

ta	(a)	the conduct of the recognised
n	incorporated limited partnership's
e	business in this State; or

m	(b) the acts in this State of a partner in the
ia	recognised incorporated limited
rl	partnership or of the partnership itself
a	or of any officer, employee or agent of
P	such a partner or of the partnership—
d
n	in circumstances where the partner would be
a	so liable under the corresponding law if the conduct or acts occurred in the place where
n
o	the recognised incorporated limited
ti	partnership was formed.
la	(3) Subject to sub-sections (4) and (5), the
is	Governor in Council may, by Order
g	published in the Government Gazette,
e	declare a law of another State, a Territory or
L	another country or jurisdiction to be a
n	corresponding law for the purposes of this
a
ri	Part.

(4) The law of another State or of a Territory

to	may not be declared to be a corresponding
ic	law unless the Minister has certified to the
V	Governor in Council that under that law a partner in an incorporated limited partnership

Partnership (Venture Capital Funds) Act 2003

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Act No. 99/2003

formed in accordance with this Part and
registered or otherwise recognised under that

law may only be liable for a liability incurred

ts	by the partnership as a result of—
n
e	(a) the conduct in that State or Territory of
m	the business of the partnership; or (b) the acts in that State or Territory of a
u
c	partner in the partnership or of the
o	partnership itself or of any officer,
D	employee or agent of such a partner or
ry	of the partnership—
ta	in circumstances where the partner would be
n	so liable under this Part if the conduct or acts
e	occurred within the State.
m	(5) The law of another country or jurisdiction
ia	(not being another State or a Territory) may
rl	not be declared to be a corresponding law
a	unless the Minister has certified to the
P	Governor in Council that that law provides
d	for the limitation of liability of certain
n	partners in certain partnerships.
a

(6) This section is additional to, and does not

n

o	derogate from, any rule of law under which
ti	recognition is or may be given to a limitation
la	of liability of a partner in a partnership.
is	105. Effect of sections 103 and 104
g	No implication is to be taken as arising from
e	section 103 or 104 that a limited partner has
L	any liability (or but for that section would
n	have any liability) in connection with
a
ri	conduct or acts outside the State that the limited partner would not have in connection
to	with conduct or acts within the State.
ic
V

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Division 6—Winding up of Incorporated

Limited Partnership

ts	106. Definition
n
e	In this Division—
m	"assets", in relation to an incorporated
u	limited partnership, means the assets
c	remaining after satisfaction of the
o	liabilities of the partnership and the
D	costs, charges and expenses of the
ry	winding up.
ta	107. Voluntary winding up
n	(1) An incorporated limited partnership may be
e	wound up voluntarily—
m
ia	(a) in accordance with the partnership
rl	agreement; or
a	(b) subject to the partnership agreement, if
P	the limited partners so resolve by
d	special resolution.
n	(2) On a voluntary winding up of an
a	incorporated limited partnership—
n
o	(a) if the partnership agreement sets out
ti	how the assets are to be dealt with on a
la	voluntary winding up, the assets must
is	be dealt with in accordance with the
g	partnership agreement; or
e	(b) in any other case, the assets are to be
L	distributed among the partners in shares
n	that are proportionate to their respective
a
ri	contributions of capital or property to
the partnership.
to	(3) Any person aggrieved by the operation of
ic	this section in relation to the assets of an
V	incorporated limited partnership may apply to the Supreme Court.

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Act No. 99/2003

(4) On an application under sub-section (3) the Supreme Court may make any order relating

ts	to the disposal of the assets that it thinks fit.
n	108. Winding up on Director's certificate
e	(1) The Director may, by notice given to the
m	incorporated limited partnership, require an
u	incorporated limited partnership to show
c	good cause why it should not be required to
o	be wound up if the Director is of the
D	opinion—
ry	(a) that the partnership has ceased to carry
ta	on business; or
n	(b) that, having been incorporated on the
e	basis that the partnership is or is
m	intended to be—
ia

rl	(i)	registered as a VCLP or an AFOF
a	under Part 2 of the Venture
P	Capital Act 2002 of the Commonwealth; or
d

n	(ii) a venture capital management
a	partnership within the meaning of
n	section 94D(3) of the Income Tax
o	Assessment Act 1936 of the
ti	Commonwealth—
la	the partnership has ceased to be, or has
is	not within the period of 2 years after its
g	incorporation become, so registered or
e
L	such a partnership; or

(c) that none of the partners is a limited

n

partner; or

a
ri

(d) that incorporation of the partnership has

to	been obtained by mistake or fraud; or
ic	(e) that the partnership exists for an illegal
V	purpose.

Partnership (Venture Capital Funds) Act 2003

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Act No. 99/2003

(2) If, on the expiration of 28 days after the
notice is given under sub-section (1), the

Director is satisfied that the incorporated

ts	limited partnership should be required to be
n	wound up, the Director may publish in the
e	Government Gazette a certificate as to the
m	requirement that the incorporated limited
u	partnership be wound up.
c
o	(3) The Director must give notice of the
D	publication of the certificate to the
ry	incorporated limited partnership as soon as
possible after the publication.
ta	(4) The Director must not publish a certificate
n
e	under sub-section (2) unless satisfied that good cause has not been shown why the
m
ia	incorporated limited partnership should not
rl	be required to be wound up.
a	(5) A notice under sub-section (1) or (3) must be
P	given to the incorporated limited
d	partnership—
n	(a) by being served on the incorporated
a	limited partnership at its registered
n	office; or
o

ti	(b)	if service cannot reasonably be
la	effected, by being published in a
newspaper circulating generally in the
is	State.
g

e	109. Review of certificate
L	(1) A person whose interests are affected by a
n	decision of the Director to publish a
a
ri	certificate under section 108(2) may apply to the Supreme Court for review of the
to	decision.
ic	(2) An application under sub-section (1) must be
V	made within 28 days after the certificate is published.

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Act No. 99/2003

(3) The operation of the certificate is suspended

on the making of an application for review
until the application is withdrawn or the

ts	review is determined.
n
e	(4) In determining an application for review, the
m	Supreme Court may—
u	(a) affirm the decision under review; or
c
o	(b) set aside the decision under review and
D	cancel the certificate.
ry	(5) Nothing in this section prevents the Director
ta	cancelling a certificate published under
section 108(2) at any time after an
n
e	application is made under sub-section (1).
m	110. Procedure for winding up on certificate
ia	(1) A winding up of an incorporated limited
rl	partnership required on a certificate of the
a	Director published under section 108(2)—
P

(a) must be commenced—

d

n	(i) no later than the end of 28 days
a	after the day on which the
n	certificate is published unless an
o	application is made under
ti	section 109(1); or
la	(ii) if an application is made under
is	section 109(1) and the Supreme
g	Court affirms the decision to
e	publish the certificate, on the
L	determination of the application;
n	and
a

ri	(b)	must be completed by the day specified
to	by the Director in a notice given to the
partnership, not being a day earlier than
ic	60 days after the day on which the
V	notice is given.

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Act No. 99/2003

(2) On the commencement of the winding up,

the Director may appoint a person to be the
liquidator of the incorporated limited

ts	partnership.
n
e	(3) The liquidator may be a general partner in
m	the incorporated limited partnership and need
u	not be a registered liquidator under the
c	Corporations Act.
o	(4) The liquidator must within 10 days publish
D	notice of his or her appointment in the
ry	Government Gazette.
ta	(5) The liquidator must give such security as
n	may be prescribed and is entitled to receive
e	such fees as are fixed by the Director.
m	(6) Any vacancy occurring in the office of
ia	liquidator is to be filled by a person
rl	appointed by the Director.
a
P	(7) The reasonable costs of a winding up required on a certificate of the Director
d
n	published under section 108(2) are payable
a	out of the property of the incorporated limited partnership.
n
o	111. Distribution of assets on winding up
ti	required on Director's certificate
la	(1) On a winding up of an incorporated limited
is	partnership required on a certificate of the
g	Director published under section 108(2)—
e

L	(a)	if the partnership agreement sets out
n	how the assets are to be dealt with on
a	such a winding up, the assets must be
ri	dealt with in accordance with the
to	partnership agreement; or
ic
V

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(b) in any other case, the assets are to be distributed among the partners in shares that are proportionate to their respective

ts	contributions of capital or property to
n	the partnership.
e

(2) Any person aggrieved by the operation of

m

u	this section in relation to the assets of an
c	incorporated limited partnership may apply
o	to the Supreme Court.
D	(3) On an application under sub-section (2) the
ry	Supreme Court may make any order relating
ta	to the disposal of the assets that it thinks fit.
n	112. Application of Corporations Act to
e	winding up
m	(1) The winding up of an incorporated limited
ia	partnership (other than a voluntary winding
rl	up or a winding up required on a certificate
a	of the Director published under section
P	108(2)) is declared to be an applied
d	Corporations legislation matter for the
n	purposes of Part 3 of the Corporations
a	(Ancillary Provisions) Act 2001 in relation
n	to the provisions of Part 5.7 of the
o
ti	Corporations Act (Winding up bodies other
than companies) and that Part applies as if
la	the incorporated limited partnership were a
is	Part 5.7 body within the meaning of that Act,
g	subject to the following modifications—
e	(a) as if the words "or in the public interest" were inserted in paragraph
L
n
a	(c)(ii) of section 583 after the words
ri	"just and equitable";

to	(b)	as if paragraph (d) of section 583 did
ic	not form part of that section;
V

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Act No. 99/2003

(c) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that

ts	are prescribed by the regulations.
n
e	Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the
m	application of provisions of the
u	Corporations Act and Part 3 of the ASIC
c	Act as laws of the State in respect of any
o	matter declared by a law of the State
D	(whether with or without modification) to be an applied Corporations legislation
ry	matter for the purposes of that Part in
ta	relation to those Commonwealth
provisions. This does not apply to any
n	provisions that already apply to a matter
e	as a law of the Commonwealth.
m	(2) The Australian Securities and Investments
ia	Commission may perform a function
rl	conferred on it under a law applied by sub-
a	section (1)—
P

(a) pursuant to an agreement or

d	arrangement of the kind referred to in
n
a	section 11(8) or (9A)(b) of the ASIC Act; and
n
o	(b) if the Commission is authorised to
ti	perform that function under section 11
la	of that Act.
is	(3) Unless a function under a law applied by
g	sub-section (1) is conferred on the Australian
e	Securities and Investments Commission as
L	referred to in sub-section (2), that law
n	applies as if a reference in it to the
a
ri	Commission were a reference to the
to	Director.
ic
V

Partnership (Venture Capital Funds) Act 2003

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113. Director to be notified of winding up

(1) An incorporated limited partnership must

ts	lodge with the Director a notice of the
n	commencement of the winding up of the
e	partnership within 7 days after—
m	(a) the passing of a special resolution
u	referred to in section 107(1)(b); or
c
o	(b) in any other case, the commencement
D	of the winding up.
ry	(2) An incorporated limited partnership must
ta	lodge with the Director a notice of the
completion of the winding up of the
n	partnership within 7 days after that
e	completion, specifying the date on which the
m	winding up was completed.
ia
rl	(3) The Director must, as soon as practicable
a	after receiving a notice under sub-section (1)
P	or (2), record the receipt of the notice in the Register.
d
n	(4) If sub-section (1) or (2) is not complied with,
a	each general partner in the incorporated
n	limited partnership is guilty of an offence
o	and liable to a penalty not exceeding
ti	10 penalty units.
la	114. Cancellation of incorporation
is	(1) The Director must, by notice published in the
g
e	Government Gazette, cancel the
L	incorporation of an incorporated limited
n	partnership as soon as practicable after the
a
ri
partnership is wound up.

(2) The Director must, as soon as practicable

to	after the publication of a notice under sub-
ic	section (1), record the cancellation of the
V	incorporation in the Register.

Partnership (Venture Capital Funds) Act 2003

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Act No. 99/2003

(3) An incorporated limited partnership ceases to exist on the cancellation of its incorporation

ts	under this Part.
n	Division 7—Miscellaneous Provisions
e
m	115. Execution of documents
u	(1) All courts must take judicial notice of the
c
o	common seal of an incorporated limited
D	partnership affixed to a document and, until the contrary is proved, must presume that it
ry	was duly affixed.
ta	(2) Without limiting the ways in which an
n	incorporated limited partnership may execute
e	a document (including a deed), an
m	incorporated limited partnership may execute
ia	a document—
rl	(a) without using a common seal (whether
a
P	it has one or not) if the document is signed by a general partner; or
d
n	(b) as a deed if the document is expressed
a	to be executed as a deed and is
n	executed with the use of a common seal
o
ti
or in accordance with paragraph (a).

116. Entitlement to make assumptions

la

is	(1) A person is entitled to make the assumptions
g	in section 117 in relation to dealings with an
e	incorporated limited partnership. The
L	incorporated limited partnership is not
n	entitled to assert in proceedings in relation to
a	the dealings that any of the assumptions are
ri	incorrect.
to
ic
V

Partnership (Venture Capital Funds) Act 2003

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Act No. 99/2003

(2) A person is entitled to make the assumptions

in section 117 in relation to dealings with
another person who has, or purports to have,

ts	directly or indirectly acquired title to
n	property from an incorporated limited
e	partnership. The incorporated limited
m	partnership and the other person are not
u	entitled to assert in proceedings in relation to
c
o	the dealings that any of the assumptions are
D	incorrect.
ry	(3) The assumptions may be made even if a

partner or agent of the incorporated limited

ta	partnership acts fraudulently, or forges a
n	document, in connection with the dealings.
e

(4) A person is not entitled to make an

m

ia	assumption in section 117 if at the time of
rl	the dealings they knew or suspected that the
assumption was incorrect.
a
P	117. Assumptions that can be made under
d	section 116
n	(1) A person may assume that the partnership
a	agreement of the incorporated limited
n	partnership has been complied with.
o
ti	(2) A person may assume that anyone who
la	appears, from information provided by the
incorporated limited partnership that is
is	available to the public from the Register, to
g
e	be a general partner in the incorporated
L	limited partnership—
n	(a) is a general partner in the incorporated
a
ri	limited partnership; and

(b) has authority to exercise the powers and

to	perform the duties customarily
ic	exercised or performed by a general
V	partner in an incorporated limited partnership.

Partnership (Venture Capital Funds) Act 2003

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Act No. 99/2003

(3) A person may assume that anyone who is

held out by the incorporated limited
partnership to be a general partner in, or an

ts	agent of, the incorporated limited
n	partnership—
e

(a) is a general partner in the incorporated

m

u	limited partnership or has been duly
c	appointed as an agent of the
o	incorporated limited partnership, as the
D	case requires; and

ry	(b)	has authority to exercise the powers and
ta	perform the duties customarily
exercised or performed by that kind of
n
e	partner in, or agent of, an incorporated limited partnership.
m

ia	(4) A person may assume that the general
rl	partners in, and agents of, the incorporated
a	limited partnership properly perform their
P	duties to the incorporated limited
d	partnership.
n	(5) A person may assume that a document has
a	been duly executed by the incorporated
n	limited partnership if the document appears
o
ti	to have been signed in accordance with
section 115(2).
la	(6) A person may assume that a document has
is	been duly executed by the incorporated
g
e	limited partnership if the incorporated
L	limited partnership's common seal appears to have been affixed to the document in
n	accordance with section 115(1).
a
ri	(7) A person may assume that a general partner
to	in, or agent of, the incorporated limited
ic	partnership who has authority to issue a
document or certified copy of a document on
V

Partnership (Venture Capital Funds) Act 2003

s. 4

Act No. 99/2003

its behalf also has authority to warrant that the document is genuine or is a true copy.

ts	(8) Without limiting the generality of this
n	section, the assumptions that may be made
e	under this section apply for the purposes of
m	this section.
u	118. Identification of incorporated limited
c	partnerships
o
D	(1) In this section, "document" includes any letter, notice, publication, written offer,
ry	contract, order for goods or services, invoice,
ta	bill of exchange, promissory note, cheque,
n	negotiable instrument, endorsement, letter of
e	credit, receipt and statement of account.
m	(2) Any document issued on behalf of an
ia	incorporated limited partnership in
rl	connection with the conduct of the
a	partnership's business must contain in legible
P	letters the words "An Incorporated Limited
d	Partnership" (or the expression "L.P." or
n	"LP" as an abbreviation) at the end of the
a	firm-name of the partnership.
n	(3) A person who—
o
ti	(a) issues or authorises the issue of a
la	document in contravention of this
is	section; or
g	(b) being a general partner in the
e	incorporated limited partnership
L	concerned—is aware that documents
n	are being issued in contravention of this
a
ri	section—
to	is guilty of an offence and liable to a penalty
ic	not exceeding 20 penalty units.
V

Partnership (Venture Capital Funds) Act 2003

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(4) The certificate of registration of an

incorporated limited partnership must be
displayed at all times in a conspicuous

ts	position at the registered office of the
n	partnership.
e

(5) If the certificate of registration is not so

m

u	displayed, each general partner in the
c	incorporated limited partnership is guilty of
o	an offence and liable to a penalty not
D	exceeding 20 penalty units.
ry	119. Registered office
ta	(1) An incorporated limited partnership must
n	keep in Victoria (at the place shown in the
e	Register as the address of the registered
m	office of the partnership) an office to which
ia	all communications with the partnership may
rl	be addressed.
a	(2) The regulations may prescribe the hours
P	during which the registered office is to be
d	open and accessible to the public.
n
a	(3) If sub-section (1) is not complied with, each general partner in the incorporated limited
n
o	partnership is guilty of an offence and liable
ti	to a penalty not exceeding 10 penalty units.
la	120. Lodgment of certain documents with the
is	Director
g	(1) An incorporated limited partnership that was
e	incorporated on the basis of an intention to
L	apply for registration of the partnership as a
n	VCLP or an AFOF under Part 2 of the
a
ri	Venture Capital Act 2002 of the Commonwealth must, within one month
to	after being so registered, lodge with the
ic	Director a copy of a document evidencing its
V	status as a VCLP or an AFOF.

Partnership (Venture Capital Funds) Act 2003

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Act No. 99/2003

(2) An incorporated limited partnership that was

incorporated on the basis of an intention to meet the requirements for recognition as a

ts	venture capital management partnership
n	within the meaning of section 94D(3) of the
e	Income Tax Assessment Act 1936 of the
m	Commonwealth must, within one month
u	after becoming such a partnership, lodge
c
o	with the Director a statement that it is such a
D	partnership.
ry	(3) If— (a) the registration of an incorporated
ta	limited partnership as a VCLP or an
n
e	AFOF under Part 2 of the Venture Capital Act 2002 of the Commonwealth
m	is revoked; or
ia

rl	(b)	an incorporated limited partnership
a	ceases to be a venture capital
P	management partnership within the
d	meaning of section 94D(3) of the
n	Income Tax Assessment Act 1936 of
a	the Commonwealth—

n	the incorporated limited partnership must,
o
ti	within 7 days after the date on which that
revocation took effect or it ceased to be such
la	a partnership, lodge with the Director a
is	notice of that revocation or cessation,
g	specifying the date on which it took effect. (4) If an incorporated limited partnership ceases
e
L

to carry on business, the incorporated limited

n

a	partnership must, as soon as practicable,
ri	lodge with the Director a notice of the
to	cessation, specifying the date on which it
took effect.
ic
V

Partnership (Venture Capital Funds) Act 2003

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Act No. 99/2003

(5) A copy of a document, a statement or a

notice required to be lodged with the
Director under this section must be

ts	accompanied by the prescribed fee or, if no
n	fee is prescribed, a fee of $70.00.
e

(6) A notice required to be lodged with the

m

u	Director under this section must be—
c	(a) in the form approved by the Director;
o	and
D

(b) contain the particulars required by the

ry	regulations or the approved form of
ta	notice.
n	(7) If sub-section (1), (2), (3) or (4) is not
e	complied with, each general partner in the
m	incorporated limited partnership is guilty of
ia	an offence and liable to a penalty not
rl	exceeding 10 penalty units.
a
P	121. Service
d	(1) Without affecting any other method of
n	serving documents on an incorporated
a	limited partnership, a document concerning
n	the business of an incorporated limited
o	partnership may be duly served on the
ti	partnership if it is left at, or sent by post
la	addressed to, the registered office of the
is	partnership for the time being shown in the
g	Register.
e	(2) This section does not apply to a document
L	relating to proceedings before a court.
n
a
ri
to
ic
V

Partnership (Venture Capital Funds) Act 2003

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122. Entry in Register constitutes notice

An entry in the Register of any particular

ts	fact concerning an incorporated limited
n	partnership, including an entry stating the
e	effect of any notice received by the Director,
m	is sufficient notice of the fact or of the effect
u	of the notice to all persons who deal with the
c	partnership.
o	123. False and misleading statements
D

(1) A person who, in a document required by or

ry	for the purposes of this Part or lodged with
ta	or submitted to the Director under this Part—
n	(a) makes or authorises the making of a
e	statement that to his or her knowledge
m	is false or misleading in a material
ia
rl	particular; or
a	(b) omits or authorises the omission of any
P	matter or thing without which the statement is to his or her knowledge
d
n	misleading in a material respect—
a	is guilty of an offence and liable to a penalty
n	not exceeding 60 penalty units.
o
ti	(2) A person who, in a document required by or
la	for the purposes of this Part or lodged with
is	or submitted to the Director under this Part—

(a) makes or authorises the making of a

g

e	statement that is false or misleading in
L	a material particular; or
n	(b) omits or authorises the omission of any
a
ri	matter or thing without which the
statement would be misleading—
to	without having taken reasonable steps to
ic	ensure that the statement was not false or
V	misleading or to ensure that the statement did not omit any matter or thing without which

Partnership (Venture Capital Funds) Act 2003

s. 4

Act No. 99/2003

the document would be misleading, as the
case requires, is guilty of an offence and

liable to a penalty not exceeding 60 penalty

ts	units.
n
e	124. Duty to furnish information
m	(1) For the purpose of monitoring compliance
u	with this Part or the regulations made for the
c	purposes of this Part, the Director may by
o	notice in writing require an incorporated
D	limited partnership to furnish within a period
ry	specified in the notice (being a period of not
ta	less than 28 days) or within such further
period as the Director may allow such
n
e	information as is specified in the notice. (2) An incorporated limited partnership required
m
ia	under sub-section (1) to furnish information
rl	to the Director must within the period
a	specified in the notice or within such further
P	period as the Director has allowed furnish
d	such information as it is within its power to
n	furnish and must not furnish any information
a	which to its knowledge is false or misleading
n	in a material particular.
o
ti	Penalty: 60 penalty units.
la	125. Confidentiality
is	(1) The Director or a person employed or
g	engaged in the administration of this Part
e	must not, except to the extent necessary to
L	carry out their functions under this Part, give
n	to any other person, whether directly or
a	indirectly, any information acquired by the
ri	Director or that person (as the case requires)
to	in carrying out those functions.
ic	Penalty: 60 penalty units.
V

Partnership (Venture Capital Funds) Act 2003

s. 4

Act No. 99/2003

(2) Sub-section (1) does not apply to the giving of information—

ts	(a)	to a court or tribunal in the course of
n	legal proceedings; or

e	(b) pursuant to an order of a court or
m	tribunal; or
u
c	(c) to the extent reasonably required to
o	enable the investigation or the
D	enforcement of a law of this State or of any other State or of a Territory or of
ry	the Commonwealth; or
ta	(d) with the written authority of the person
n
e	to whom the information relates.
m	126. Offences by partnerships and partners
ia	(1) If this Part provides that a person, being a
rl	partnership (other than a partnership that is
a	incorporated or is otherwise a separate legal
P	entity), is guilty of an offence, that reference
d	to the person is to be read as a reference to—
n	(a) each partner in the partnership; or
a
n	(b) in the case of a partnership in which
o	any partner has under the law of the
ti	place where it is formed limited
la	liability for the liabilities of the
is	partnership, each partner in the
g	partnership whose liability is not so
e	limited.
L	(2) In any proceeding against a partner for an
n	offence against this Part brought in reliance
a
ri	on sub-section (1) or under section 91(5),
113(4), 118(5), 119(3) or 120(7) it is a
to	defence to the charge for the partner to prove
ic	that the partner took all reasonable
V	precautions and exercised all due diligence to avoid the commission of the offence.

Partnership (Venture Capital Funds) Act 2003

s. 4

Act No. 99/2003

127.  Delegation

The Director, by instrument, may delegate to

ts	any person or class of person employed
n	under Part 3 of the Public Sector
e	Management and Employment Act 1998
m	in the administration of this Part, any of the
u	Director's functions or powers under this
c	Part, other than this power of delegation.
o	128. Regulations
D

(1) The Governor in Council may make

ry	regulations for or with respect to any matter
ta	or thing required or permitted by this Part to
n	be prescribed or necessary to be prescribed
e	to give effect to this Part.
m	(2) Without limiting sub-section (1), the
ia	regulations may make provision for or with
rl	respect to—
a
P	(a) the keeping of records by an incorporated limited partnership; and
d
n	(b) information or copies of records or
a	documents required to be provided to
n	the Director by an incorporated limited
o
ti	partnership; and
la	(c) the form in which any record required

under this Part to be kept is to be kept;

is	and
g
e	(d) the fees required to accompany an
L	application, statement, notice or other
n	document lodged under this Part or the
a	fees payable for the inspection of the
ri	Register or for the issue of certificates
to	of information recorded in the Register.
ic
V

Partnership (Venture Capital Funds) Act 2003

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Act No. 99/2003

(3) A power conferred by this Part to make regulations may be exercised—

ts	(a)	either in relation to all cases to which
n	the power extends, or in relation to all
e	those cases subject to specified
m	exceptions, or in relation to any

u	specified case or class of case; and (b) so as to make, as respects the cases in
c
o	relation to which the power is
D	exercised—
ry	(i) the same provision for all cases in
ta	relation to which the power is
n	exercised, or different provisions
e	for different cases or classes of
m	case, or different provisions for
ia	the same case or class of case for
rl	different purposes; or
a	(ii) any such provision either
P	unconditionally or subject to any
d	specified condition.
n
a	(4) Regulations made under this Part may be

made—

n

o	(a) so as to apply at all times or at a
ti	specified time; and
la	(b) so as to require a matter affected by the
is	regulations to be—
g
e	(i) in accordance with a specified
L	standard or specified requirement;
n	or
a
ri	(ii) approved by or to the satisfaction

of a specified person or a specified

to	class of persons; or
ic	(iii) as specified in both sub-
V	paragraphs (i) and (ii); and

Partnership (Venture Capital Funds) Act 2003

s. 5

Act No. 99/2003

(c) so as to apply, adopt or incorporate any matter contained in any document, code, standard, rule, specification or

ts	method formulated, issued, prescribed
n	or published by any person whether—
e

(i) wholly or partially or as amended

m

u	by the regulations; or
c	(ii) as formulated, issued, prescribed
o	or published at the time the
D	regulations are made or at any
ry	time before then; and

ta	(d)	so as to confer a discretionary authority
n	or impose a duty on a specified person
e	or a specified class of persons; and

m	(e) so as to provide in a specified case or
ia	class of case for the exemption of
rl	persons or things or a class of persons
a	or things from any of the provisions of
P	the regulations, whether
d	unconditionally or on specified
n	conditions and either wholly or to such
a	an extent as is specified; and
n	(f) so as to impose a penalty not exceeding
o
ti	20 penalty units for a contravention of
la	the regulations.
is	(5) Nothing in this section limits the operation
g	of section 79B or 80.'.
e	5. Definition of partnership
L

(1) In section 5(1) of the Principal Act, after "profit"

n

a	insert "and includes an incorporated limited
ri	partnership within the meaning of Part 5".
to	(2) After section 5(1) of the Principal Act insert—
ic	'(1A) A reference in the following sections to a
V	partnership includes a reference to a partnership formed in accordance with a law

Partnership (Venture Capital Funds) Act 2003

s. 5

Act No. 99/2003

of another State, a Territory or another
country or jurisdiction, whether or not under

that law the liability of any partner for the

ts	liabilities of the partnership is limited and
n	whether or not under that law the partnership
e	is incorporated or is otherwise a separate
m	legal entity—
u
c	(a) section 51(3);
o	(b) section 54(2)(d), (e), (fa) and (h) as
D	applying in cases where a partner is a
ry	partnership;
ta	(c) section 60(3);
n	(d) section 64(5);
e
(e) section 85(3);
m
ia	(f) section 88(2)(d), (e) and (g) as applying
rl	in cases where a partner or proposed
a	partner is a partnership;
P

(g) section 95(b)(vi);

d

n	(h) section 96(2);
a	(i) sections 99(1)(a)(i), (1)(b)(i), (1)(c)
n	and 99(2);
o
ti	(j) sections 104(1) (definition of
la	"recognised incorporated limited
is	partnership"), 104(2), 104(5) and
g	104(6).'.
e	(3) In section 5(2) of the Principal Act, after
L	"association" insert "(other than, for the purposes
n	of the sections specified in sub-section (1A), a
a
ri	partnership which under the law of the place
where it is formed is incorporated or is otherwise
to	a separate legal entity)".
ic
V

Partnership (Venture Capital Funds) Act 2003

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(4) After section 5(2) of the Principal Act insert—

"(3) A reference in this Act to a firm includes a

ts	reference to an incorporated limited
n	partnership within the meaning of Part 5.".
e	6. Modifications of Part 3
m	(1) In section 49(1) of the Principal Act—
u
c	(a) the definition of "debt" is repealed; and
o
D	(b) after the definition of "general partner"

insert—

ry	' "liability" includes any debt, obligation or
ta	liability of any kind, wherever and
n	however incurred;'; and
e

(c) in the definition of "limited partner", for "to

m

ia	contribute to the debts or obligations"
rl	substitute "for the liabilities".
a	(2) After section 51(2) of the Principal Act insert—
P	"(3) For the purposes of sub-section (2)—
d
n	(a) if a general partner is a partnership and
a	no partner in that partnership has, under
n	the law of the place where the
o	partnership is formed, limited liability
ti	for the liabilities of the partnership, the
la	number of partners in that partnership is
is	to be counted; and
g	(b) if a general partner is a partnership and
e	any partner in that partnership has,
L	under the law of the place where the
n	partnership is formed, limited liability
a
ri	for the liabilities of the partnership, the
number of partners in that partnership
to	whose liability is not so limited is to be
ic	counted but no account is to be taken of
V	the number of partners in that

Partnership (Venture Capital Funds) Act 2003

s. 6

Act No. 99/2003

partnership whose liability is so

limited.".

ts	(3) In section 54(2) of the Principal Act—
n	(a) in paragraph (d) after "partner" insert "or, if
e	the partner is a partnership, the name of the
m	firm or, if the firm does not have a name, the
u	full name of each partner in the firm"; and
c
o	(b) in paragraph (e) after "business" insert "or
D	(in the case of a partnership) its registered
ry	office or principal office"; and
ta	(c) after paragraph (f) insert—
n	"(fa) a statement in relation to each partner
e	that is a partnership to the effect that
m	the partner is a partnership;"; and
ia	(d) in paragraph (h)—
rl	(i) after "property" insert "(or, in the case
a
P	of a limited partner that is a partnership, the aggregate amounts of capital or
d	values of property)"; and
n

a	(ii)	after "outstanding" insert "(or, in the
n	case of a limited partner that is a
o	partnership, the aggregate amounts or
ti	values actually contributed and the
la	aggregate amounts or values
is	outstanding)".

g	(4) In section 56(2)(b) of the Principal Act, after
e	"concerned" insert "or, if that limited partner is a
L	limited partnership, by all the general partners in
n	that limited partnership or by a general partner in
a
ri	that limited partnership authorised by all the
general partners in that limited partnership for the
to	purposes of this section".
ic	(5) In section 60(1) of the Principal Act, for "debts or
V	obligations" substitute "liabilities".

Partnership (Venture Capital Funds) Act 2003

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Act No. 99/2003

(6) After section 60(2) of the Principal Act insert—

"(3) If a partnership (the investing partnership)

ts	is a limited partner in a limited partnership
n	(the principal partnership), a partner in the
e	investing partnership has no separate liability
m	to contribute to the liabilities of the principal
u	partnership, but nothing in this sub-section
c	affects any liability of the investing
o	partnership as a limited partner to contribute
D	to those liabilities.".
ry	(7) In sections 61(1) and (2), 62(1) and (2), 63, 64(2)
ta	and (3) and 67(3)(c) of the Principal Act, for "debt
or obligation" substitute "liability".
n
e	(8) After section 64(4) of the Principal Act insert—
m	"(5) This section is additional to, and does not
ia	derogate from, any rule of law under which
rl	recognition is or may be given to a limitation
a	of liability of a partner in a partnership.".
P

(9) In section 67(2) of the Principal Act, for "debts

d

n	and obligations" substitute "liabilities".
a	(10) In section 70(1)(b) of the Principal Act, for "debts
n	or obligations" substitute "liabilities".
o
ti	7. New section 64A inserted
la	After section 64 of the Principal Act insert—
is	"64A. Effect of sections 63 and 64
g
e	No implication is to be taken as arising from
L	section 63 or 64 that a limited partner has
n	any liability (or but for that section would
a	have any liability) in connection with the
ri	conduct of a partnership's business outside
to	the State that the limited partner would not have in connection with the conduct of a
ic	partnership's business within the State.".
V

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Act No. 99/2003

8. Regulations

In section 80(1) of the Principal Act, for "Part"

ts	(where twice occurring) substitute "Act".
n	═══════════════
e
m
u
c
o
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ry
ta
n
e
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ia
rl
a
P
d
n
a
n
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ti
la
is
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V

Partnership (Venture Capital Funds) Act 2003

Endnotes

Act No. 99/2003

ENDNOTES

ts †

Minister's second reading speech—

n	Legislative Assembly: 30 October 2003
e
Legislative Council: 25 November 2003
m
u	The long title for the Bill for this Act was "to amend the Partnership Act
c	1958 to provide for the formation of incorporated limited partnerships and
o	for other purposes."
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