s.52Modifications of general law
52
Section 52Part 6 — Limited Partnerships

Modifications of general law

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A limited partner shall not take part in the management of the partnership business, and shall not have power or authority to transact the business of, and sign for and bind, the firm: Provided that that limited partner may, at any time, inspect the books of the firm and examine into the state and progress of the partnership business, and may advise as with the partners thereon.
A limited partner, in whatsoever capacity, who transacts any business in the name of or for the partnership business or if that limited partner's name is used in the firm name with that limited partner's privity or consent shall be deemed to be a general partner in respect of all debts and obligations of the firm incurred while that limited partner so takes part in the management.
Legal proceedings relating to the business of the firm may be instituted by or against the general partners only, as if there were no limited partners.
Notwithstanding section 33(1) and paragraph (a) of section 35 —
a limited partnership shall not be dissolved by the death or bankruptcy of a limited partner; and
the permanent incapacity of a limited partner in performing that limited partner's part of the partnership contract shall not be a ground for dissolution of the partnership by the court unless that limited partner's share cannot be otherwise ascertained and realised.
In the event of the dissolution of a limited partnership its affairs shall, unless the court otherwise orders, be wound up by the general partners; and no limited partner shall, under any circumstances, be allowed to withdraw any part of that limited partner's capital, or to claim as a creditor, until the claims of all the other creditors of the partnership, and all charges thereon, have been fully paid or satisfied.
A limited partnership shall not be dissolved by an act of the parties before the time specified in paragraph (e) of section 51(1), and not in any case until after a notice of dissolution has been filed with the Registrar and published in the Gazette.
Notwithstanding anything in this Act to the contrary and subject to any agreement expressed or implied between the partners, in the case of a limited partnership —
any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the general partners;
a limited partner may, with the consent of the general partners, assign that limited partner's share in the partnership, and upon such an assignment the assignee shall become a limited partner with all the rights of the assignor;
the other partners shall not be entitled to dissolve the partnership by reason of any limited partner suffering that limited partner's share to be charged for that limited partner's separate debt;
a person may be introduced as a partner without the consent of the existing limited partners; and
a limited partner shall not be entitled to dissolve the partnership by notice.

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