Limited Partnerships Act 2008 · 2020 Revised Edition · Part 3 · Registration of Limited Partnerships
10. Effect of registration
Feedback & supportA limited partner of a firm is deemed to be a general partner of the firm unless the limited partner is registered as a limited partner of the firm in accordance with this Act.
limited partner
“limited partner”, in relation to a firm, means any partner who, under the terms of the partnership agreement, is not liable for the debts or obligations of the firm beyond the amount of the limited partner’s agreed contribution;
A limited partnership is deemed to be a general partnership unless one or more persons are registered as limited partners of the firm in accordance with this Act.
firm
“firm” means an unincorporated body of —(a)2 or more individuals;(b)one or more individuals and one or more corporations; or(c)2 or more corporations,who have entered into partnership with one another with a view to carrying on business for profit;
Subject to subsections (5) and (6) and section 36(3) of the Partnership Act 1890, where a person (P) deals with a firm after it becomes a limited partnership, P is entitled to treat —
the firm as a general partnership, even though the firm has been registered as a limited partnership, until P has notice of the registration of that firm as a limited partnership; and
any person who was a general partner of the firm as a general partner of the limited partnership until P has notice of the registration of that person as a limited partner of the limited partnership.
Subject to subsection (6) and section 36(3) of the Partnership Act 1890, where a person deals with a limited partnership after a general partner of the limited partnership becomes a limited partner of the limited partnership, the person is entitled to treat that partner as a general partner of the limited partnership until the person has notice of the registration of that partner as a limited partner of the limited partnership.
general partner
“general partner” means any partner of a firm who is not a limited partner as defined in this Act;
Registration of a firm as a limited partnership under this Act is notice of such registration to persons who, before the date of the registration, had no dealings with the firm.
Registration of a person as a limited partner of a limited partnership under this Act is notice of such registration to persons who, before the date of the registration, had no dealings with the limited partnership or the firm which subsequently became the limited partnership.