Partnerships Act


Published: 2000

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CAP. 259, PARTNERSHIPS ACT BELIZE

PARTNERSHIP ACT

CHAPTER 259

REVISED EDITION 2000

SHOWING THE LAW AS AT 31ST DECEMBER, 2000

This is a revised edition of the law, prepared by the Law Revision Commissioner

under the authority of the Law Revision Act, Chapter 3 of the Laws of Belize,

Revised Edition 1980 - 1990.

This edition contains a consolidation of the following laws- Page

ARRANGEMENT OF SECTIONS 3

PARTNERSHIP ACT 7

Amendments in force as at 31st December, 2000.

BELIZE

PARTNERSHIP ACT

CHAPTER 259

REVISED EDITION 2000

SHOWING THE LAW AS AT 31ST DECEMBER, 2000

This is a revised edition of the law, prepared by the Law Revision Commissioner

under the authority of the Law Revision Act, Chapter 3 of the Laws of Belize,

Revised Edition 1980 - 1990.

This edition contains a consolidation of the following laws- Page

ARRANGEMENT OF SECTIONS 3

PARTNERSHIP ACT 7

Amendments in force as at 31st December, 2000.

THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2000

Printed by the Government Printer,

No. 1 Power Lane,

Belmopan, by the authority of

the Government of Belize.

Partnership [CAP. 259

[ ]

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CHAPTER 259

PARTNERSHIP

ARRANGEMENT OF SECTIONS

PART I

Preliminary

1. Short title.

2. Interpretation.

PART II

Nature of Partnership

3. Definition of partnership.

4. Rules for determining existence of partnership.

5. Postponement of rights of person lending or selling in consideration

of share of profits in case of insolvency, etc.

6. Meaning of firm.

PART III

Relations of Partners to Persons dealing with them

7. Power of partner as agent to bind the firm.

8. Partners bound by acts on behalf of firm.

9. Firm not bound by partners using credit of firm for private purposes.

10. Effect of notice that firm will not be bound by acts of partner.

11. Liability of partners.

12. Liability of firm for wrongs of partners.

13. Misapplication of money or property received for or in custody of

the firm.

14. Liability for wrongs joint and several.

15. Improper employment of trust property for partnership purposes.

16. Persons liable by holding out.

17. Admission of partners.

18. Notice to acting partner to be notice to the firm.

19. Liabilities of incoming and outgoing partners.

20. Revocation of continuing guarantee by change in firm.

PART IV

Relations of Partners to One Another

21. Variation by consent of term of partnership.

22. Partnership property.

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23. Property bought with partnership money.

24. Conversion into personal estate of land held as partnership property.

25. Procedure against partnership property for a partner’s separate

judgment debt.

26. Rules as to interests and duties of partners subject to special

agreement.

27. Expulsion of partner.

28. Retirement from partnership at will.

29. Where partnership for term is continued over, continuance on old

terms presumed.

30. Duty of partners to render accounts, etc.

31. Accountability of partners for private profits.

32. Duty of partner not to compete with firm.

33. Rights of assignee of share in partnership.

PART V

Dissolution of Partnership and its Consequences

34. Dissolution by expiration or notice.

35. Dissolution by bankruptcy, death or charge.

36. Dissolution by illegality of partnership.

37. Dissolution by the court.

38. Rights of persons dealing with firm against apparent members of

firm.

39. Right of partners to notify dissolution.

40. Continuing authority of partners for purposes of winding-up.

41. Rights of partners as to application of partnership property.

42. Apportionment premium where partnership prematurely dissolved.

43. Rights where partnership dissolved for fraud or misrepresentation.

44. Right of outgoing partner in certain cases to share profits made after

dissolution.

45. Retiring or deceased partner’s share to be a debt.

46. Rules for distribution of assets on final settlement of accounts.

PART VI

Supplemental

47. Saving for rules of equity and common law.

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CHAPTER 259

PARTNERSHIP

[12th December, 1923]

PART I

Preliminary

1. This Act may be cited as the Partnership Act.

2. In this Act, unless the context otherwise requires-

“business” includes every trade, occupation or profession;

“court” means the Supreme Court and any judge thereof.

PART II

Nature of Partnership

3.-(1) A partnership is the relation which subsists between persons carrying

on a business in common with a view of profit.

(2) The relation between members of any company or association which

is-

(a) registered as a company under the Companies Act; or

(b) formed or incorporated by or in pursuance of any other Act,

Letters Patent or Royal Charter,

is not a partnership within the meaning of this Act.

Ch. 211,

R.L., 1958.

CAP. 211,

R.E. 1980-1990.

Short title.

Interpretation.

Definition of

partnership.

CAP. 250.

4. In determining whether a partnership does or does not exist, regard

shall be had to the following rules-

(a) joint tenancy, tenancy in common, joint property, common

property or part ownership does not of itself create a

partnership as to anything so held or owned, whether the

tenants or owners do or do not share any profits made by the

use thereof;

(b) the sharing of gross returns does not of itself create a

partnership, whether the persons sharing such returns have or

have not a joint or common right or interest in any property

from which or from the use of which the returns are derived;

(c) the receipt by a person of a share of the profits of a

business is prima facie evidence that he is a partner in the

business, but the receipt of such a share, or of a payment

contingent on or varying with the profits of a business, does

not of itself make him a partner in the business, and in

particular-

(i) the receipt by a person of a debt or other liquidated

amount by instalments or otherwise out of the

accruing profits of a business does not of itself make

him a partner in the business or liable as a partner;

(ii) a contract for the remuneration of a servant or agent

of a person engaged in a business by a share of the

profits of the business does not of itself make the

servant or agent a partner in the business or liable

as a partner;

(iii) a person being the widow or child of a deceased

partner and receiving by way of annuity a portion of

Rules for determin-

ing existence of

partnership.

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the profits made in the business in which the

deceased person was a partner, is not by reason only

of such receipt a partner in the business or liable as a

partner;

(iv) the advance of money by way of a loan to a person

engaged or about to engage in any business on a

contract with that person that the lender shall receive

a rate of interest varying with the profits, or shall

receive a share of the profits arising from carrying on

the business, does not of itself make the lender a

partner with the person or persons carrying on the

business or liable as such, provided that the contract

is in writing, and signed by or on behalf of all parties

thereto;

(v) a person receiving by way of annuity or otherwise a

portion of the profits of a business in consideration of

the sale by him of the goodwill of the business is not

by reason only of such receipt a partner in the busi-

ness or liable as a partner.

5. In the event of any person to whom money has been advanced by way

of loan upon such a contract as is mentioned in section 4, or of any buyer of a

goodwill in consideration of a share of the profits of the business, being ad-

judged a bankrupt, entering into an arrangement to pay his creditors less than

one hundred cents in the dollar or dying in insolvent circumstances, the lender

of the loan shall not be entitled to recover anything in respect of his loan, and the

seller of the goodwill shall not be entitled to recover anything in respect of the

share of profits contracted for, until the claims of the other creditors of the

borrower or buyer for valuable consideration in money or money’s worth has

been satisfied.

Postponement

of rights of

person lending

or selling in

consideration of

share of profits

in case of

insolvency, etc.

6. Persons who have entered into partnership with one another are for

the purposes of this Act called collectively a firm, and the name under which

their business is carried on is called the firm name.

PART III

Relations of Partners to Persons dealing with them

7. Every partner is an agent of the firm and his other partners for the

purpose of the business of the partnership, and the acts of every partner who

does any act for carrying on in the usual way business of the kind carried on by

the firm of which he is a member bind the firm and his partners, unless the

partner so acting has in fact no authority to act for the firm in the particular

matter, and the person with whom he is dealing either knows that he has no

authority or does not know or believe him to be a partner.

8. An act or instrument relating to the business of the firm and done or

executed in the firm name, or in any other manner showing an intention to bind

the firm, by any person thereto authorised, whether a partner or not, is binding

on the firm and all the partners:

Provided that this section shall not affect any general rule of law relating

to the execution of deeds or negotiable instruments.

9. Where one partner pledges the credit of the firm for a purpose appar-

ently not connected with the firm’s ordinary course of business, the firm is not

bound, unless he is in fact specially authorised by the other partners, but this

section does not affect any personal liability incurred by an individual partner.

10. Where it has been agreed between the partners that any restriction

shall be placed on the power of any one or more of them to bind the firm, no

act done in contravention of the agreement is binding on the firm with respect

to persons having notice of the agreement.

Meaning of firm.

Power of partner

as agent to bind

the firm.

Partners bound by

acts on behalf of

firm.

Firm not bound

by partner using

credit of firm for

private purposes.

Effect of notice

that firm will not

be bound by acts

of partner.

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11. Every partner in a firm is liable jointly with the other partners for all

debts and obligations of the firm incurred while he is a partner, and after his

death his estate is also severally liable in a due course of administration for such

debts and obligations, so far as they remain unsatisfied, but subject to the prior

payment of his separate debts.

12. Where, by any wrongful act or omission of any partner acting in the

ordinary course of the business of the firm, or with the authority of his co-

partners, loss or injury is caused to any person not being a partner in the firm, or

any penalty is incurred, the firm is liable therefor to the same extent as the

partner so acting or omitting to act.

13. In the following cases, namely-

(a) where one partner acting within the scope of his apparent

authority receives the money or property of a third person

and misapplies it; and

(b) where a firm in the course of its business receives money or

property of a third person, and the money or property so

received is misapplied by one or more of the partners while it

is in the custody of the firm,

the firm is liable to make good the loss.

14. Every partner is liable jointly with his co-partners and also severally for

everything for which the firm while he is a partner therein becomes liable under

either section 12 or 13.

15. Where a partner, being a trustee, improperly employs trust property in

the business or on account of the partnership, no other partner is liable for the

trust property to the persons beneficially interested therein:

Liability of

partners.

Liability of firm

for wrongs of

partners.

Misapplication

of money or

property

received for or

in custody of

the firm.

Liability for

wrongs joint

and several.

Improper

employment of

trust property

for partnership

purposes.

Provided that-

(a) this section shall not affect any liability incurred by any partner

by reason of his having notice of a breach of trust; and

(b) nothing in this section shall prevent trust money from being

followed and recovered from the firm if still in its possession

or under its control.

16.-(1) Everyone who by words spoken or written or by conduct represents

himself, or who knowingly suffers himself to be represented, as a partner in a

particular firm, is liable as a partner to anyone who has on the faith of any such

representation given credit to the firm, whether the representation has or has

not been made or communicated to the person so giving credit by or with the

knowledge of the apparent partner making the representation or suffering it to

be made.

(2) Where after a partner’s death the partnership business is continued in

the old firm name, the continued use of that name or of the deceased partner’s

name as part thereof shall not of itself make his executors’ or administrators’

estate or effects liable for any partnership debts contracted after his death.

17. An admission or representation by any partner concerning the

partnership affairs, and in the ordinary course of its business, is evidence

against the firm.

18. Notice to any partner who habitually acts in the partnership business

of any matter relating to partnership affairs operates as notice to the firm,

except in the case of a fraud on the firm committed by or with the consent of

that partner.

19.-(1) A person who is admitted as a partner into an existing firm does not

thereby become liable to the creditors of the firm for anything done before he

became a partner.

Persons liable by

holding out.

Admission of

partners.

Notice to acting

partner to be

notice to the firm.

Liabilities of

incoming and

outgoing partners.

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(2) A partner who retires from a firm does not thereby cease to be liable

for partnership debts or obligations incurred before his retirement.

(3) A retiring partner may be discharged from any existing liabilities, by an

agreement to that effect between himself and the members of the firm as newly

constituted and the creditors, and this agreement may be either express or

inferred as a fact from the course of dealing between the creditors and the firm

as newly constituted.

20. A continuing guarantee or cautionary obligation given either to a firm or

to a third person in respect of the transactions of a firm is, in the absence of

agreement to the contrary, revoked as to future transactions by any change in

the constitution of the firm to which, or of the firm in respect of the transactions

of which, the guarantee or obligation was given.

PART IV

Relations of Partners to One Another

21. The mutual rights and duties of partners, whether ascertained by

agreement or defined by this Act, may be varied by the consent of all the partners,

and such consent may be either express or inferred from a course of dealing.

22.-(1) All property and rights and interests in property originally brought into

the partnership stock or acquired, whether by purchase or otherwise, on ac-

count of the firm, or for the purposes and in the course of the partnership

business, are called in this Act partnership property, and must be held and

applied by the partners exclusively for the purposes of the partnership and in

accordance with the partnership agreement.

(2) The legal estate or interest in any land which belongs to the partnership

shall devolve according to the nature and tenure thereof, and the general rules

of law thereto applicable, but in trust, so far as necessary, for the persons

beneficially interested in the land under this section.

Revocation of

continuing

guarantee by

change in firm.

Variation by

consent of term

of partnership.

Partnership

property.

(3) Where co-owners of an estate or interest in any land, not being itself

partnership property, are partners as to profits made by the use of that land or

estate, and purchase other land or estate out of the profits to be used in like

manner, the land or estate so purchased belongs to them, in the absence of an

agreement to the contrary, not as partners, but as co-owners for the same

respective estates and interests as are held by them in the land or estate first

mentioned at the date of the purchase.

23. Unless the contrary intention appears, property bought with money

belonging to the firm is deemed to have been bought on account of the firm.

24. Where land or any heritable interest therein has become partnership

property, it shall, unless the contrary intention appears, be treated as between

the partners, including the representatives of a deceased partner, and also as

between the heirs of a deceased partner and his executors or administrators,

as personal or movable and not real or heritable estate.

25.-(1) A writ of execution shall not issue against any partnership property

except on a judgment against the firm.

(2) The court or a judge thereof may, on the application by summons of

any judgment creditor of a partner, make an order charging that partners’s

interest in the partnership property and profits with payment of the amount of

the judgment debt and interest thereon, and may by the same or a subsequent

order appoint a receiver of that partner’s share of profits, whether already

declared or accruing, and of any other money which may be coming to him in

respect of the partnership, and direct all accounts and inquiries, and give all

other orders and directions which might have been directed or given if the

charge had been made in favour of the judgment creditor by the partner, or

which the circumstances of the case may require.

(3) The other partner or partners shall be at liberty at any time to redeem

the interest charged, or in case of a sale being directed, to purchase the same.

Property bought

with partnership

money.

Conversion into

personal estate of

land held as

partnership

property.

Procedure against

partnership

property for a

partner’s separate

judgment debt.

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26. The interests of partners in the partnership property and their rights and

duties in relation to the partnership shall be determined, subject to any agreement

express or implied between the partners, by the following rules-

(a) all the partners are entitled to share equally in the capital and

profits of the business, and must contribute equally towards the

losses, whether of capital or otherwise sustained by the firm;

(b) the firm must indemnify every partner in respect of payments

made and personal liabilities incurred by him-

(i) in the ordinary and proper conduct of the business of

the firm; or

(ii) in or about anything necessarily done for the

preservation of the business or property of the firm;

(c) a partner making, for the purpose of the partnership, any actual

payment or advance beyond the amount of capital which he

has agreed to subscribe, is entitled to interest at the rate of

eight per cent per annum from the date of the payment or

advance;

(d) a partner is not entitled, before the ascertainment of profits, to

interest on the capital subscribed by him;

(e) every partner may take part in the management of the

partnership business;

(f) no partner shall be entitled to remuneration for acting in the

partnership business;

(g) no person may be introduced as a partner without the consent

of all existing partners;

Rules as to

interests and

duties of

partners subject

to special

agreement.

(h) any difference arising as to ordinary matters connected with

the partnership business may be decided by a majority of the

partners, but no change may be made in the nature of the

partnership business without the consent of all existing part-

ners;

(i) the partnership books are to be kept at the place of busi-

ness of the partnership, or the principal place, if there is

more than one, and every partner may, when he thinks fit,

have access to and inspect and copy any of them.

27. No majority of the partners can expel any partner unless a power to

do so has been conferred by express agreement between the partners.

28.-(1) Where no fixed term has been agreed upon for the duration of the

partnership, any partner may determine the partnership at any time on giving

notice of his intention to do so to all the other partners.

(2) Where the partnership has originally been constituted by deed, a notice

in writing, signed by the partner giving it, shall be sufficient for this purpose.

29.-(1) Where a partnership entered into for a fixed term is continued after

the term has expired, and without any express new agreement, the rights and

duties of the partners remain the same as they were at the expiration of the

term, so far as is consistent with the incidents of a partnership at will.

(2) A continuance of the business by the partners or such of them as ha-

bitually acted therein during the term, without any settlement or liquidation of

the partnership affairs, is presumed to be a continuance of the partnership.

30. Partners are bound to render true accounts and full information of all

things affecting the partnership to any partner or his legal representatives.

Expulsion of

partner.

Retirement from

partnership at will.

Where partnership

for term is

continued over,

continuance on

old terms

presumed.

Duty of partners

to render

accounts, etc.

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31.-(1) Every partner must account to the firm for any benefit derived by him

without the consent of the other partners from any transaction concerning the

partnership, or from any use by him of the partnership property, name or business

connection.

(2) This section applies also to transactions undertaken after a partnership

has been dissolved by the death of a partner, and before the affairs thereof have

been completely wound-up, either by any surviving partner or by the represen-

tatives of the deceased partner.

32. If a partner, without the consent of the other partners, carries on any

business of the same nature as and competing with that of the firm, he must

account for and pay over to the firm all profits made by him in that business.

33.-(1) An assignment by any partner of his share in the partnership, either

absolutely or by way of mortgage or redeemable charge, does not, as against

the other partners, entitle the assignee, during the continuance of the partner-

ship, to interfere in the management or administration of the partnership busi-

ness or affairs, or to require any accounts of the partnership transactions, or to

inspect the partnership books, but entitles the assignee only to receive the share

of profits to which the assigning partner would otherwise be entitled, and the

assignee must accept the account of profits agreed to by the partners.

(2) In case of a dissolution of the partnership, whether as respects all the

partners or as respects the assigning partner, the assignee is entitled to receive

the share of the partnership assets to which the assigning partner is entitled as

between himself and the other partners, and, for the purpose of ascertaining

that share, to an account as from the date of the dissolution.

PART V

Dissolution of Partnership and its Consequences

34. Subject to any agreement between the partners, a partnership is

Accountability

of partners for

private profits.

Duty of partner

not to compete

with firm.

Rights of

assignee of

share in

partnership.

Dissolution by

dissolved-

(a) if entered into for a fixed term, by the expiration of that

term;

(b) if entered into for a single adventure or undertaking, by the

termination of that adventure or undertaking;

(c) if entered into for an undefined time, by any partner giving

notice to the other or others of his intention to dissolve the

partnership,

and in the last-mentioned case the partnership is dissolved as from the date

mentioned in the notice as the date of dissolution, or, if no date is so mentioned,

as from the date of the communication of the notice.

35.-(1) Subject to any agreement between the partners, every partnership is

dissolved as regards all the partners by the death or bankruptcy of any partner.

(2) A partnership may, at the option of the other partners, be dissolved if

any partner suffers his share of the partnership property to be charged under

this Act for his separate debt.

36. A partnership is in every case dissolved by the happening of any event

which makes it unlawful for the business of the firm to be carried on or for the

members of the firm to carry it on in partnership.

37. On application by a partner the court may decree a dissolution of the

partnership in any of the following cases-

(a) when a partner is found lunatic by inquisition, or is shown to

the satisfaction of the court to be of permanently unsound

mind, in either of which cases the application may be made

as well on behalf of that partner by his committee or next

expiration or

notice.

Dissolution by

bankruptcy,

death or charge.

Dissolution by

illegality of

partnership.

Dissolution by the

court.

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friend or person having title to intervene as by any other

partner;

(b) when a partner, other than the partner suing, becomes in any

other way permanently incapable of performing his part of

the partnership contract;

(c) when a partner, other than the partner suing, has been guilty

of such conduct as, in the opinion of the court, regard being

had to the nature of the business, is calculated to prejudicially

affect the carrying on of the business;

(d) when a partner, other than the partner suing, wilfully or

persistently commits a breach of the partnership agreement,

or otherwise so conducts himself in matters relating to the

partnership business that it is not reasonably practicable for

the other partner or partners to carry on the business in

partnership with him;

(e) when the business of the partnership can only be carried on

at a loss;

(f) whenever in any case circumstances have arisen which, in the

opinion of the court, render it just and equitable that the

partnership be dissolved.

38.-(1) Where a person deals with a firm after a change in its constitution, he is

entitled to treat all apparent members of the old firm as still being members of

the firm until he has notice of the change.

(2) An advertisement in the Gazette shall be notice as to persons who had

no dealings with the firm before the date of the dissolution or change so adver-

tised.

Rights of

persons dealing

with firm against

apparent

members of firm.

(3) The estate of a partner who dies, or who becomes bankrupt, or of a

partner who, not having been known to the person dealing with the firm to be

a partner retired from the firm, is not liable for partnership debts contracted

after the date of the death, bankruptcy or retirement respectively.

39. On the dissolution of a partnership or retirement of a partner, any

partner may publicly notify the same, and may require the other partner or

partners to concur for that purpose in all necessary or proper acts, if any,

which cannot be done without his or their concurrence.

40. After the dissolution of a partnership, the authority of each partner to

bind the firm, and the other rights and obligations of the partners, continue

notwithstanding the dissolution, so far as may be necessary to wind-up the

affairs of the partnership, and to complete transactions begun but unfinished at

the time of the dissolution, but not otherwise:

Provided that the firm is in no case bound by the acts of a partner who has

become bankrupt, but this proviso does not affect the liability of any person

who has after the bankruptcy represented himself or knowingly suffered himself

to be represented as a partner of the bankrupt.

41. On the dissolution of a partnership, every partner is entitled, as against

the other partners in the firm, and all persons claiming through them in respect

of their interests as partners, to have the property of the partnership applied in

payment of the debts and liabilities of the firm, and to have the surplus assets

after such payment applied in payment of what may be due to the partners

respectively after deducting what may be due from them as partners to the

firm, and for that purpose any partner or his representatives may on the termi-

nation of the partnership apply to the court to wind-up the business and affairs

of the firm.

42. Where one partner has paid a premium to another on entering into a

partnership for a fixed term, and the partnership is dissolved before the expi-

ration of that term otherwise than by the death of a partner, the court may

Right of partners

to notify

dissolution.

Continuing

authority of

partners for

purposes of

winding-up.

Rights of partners

as to application

of partnership

property.

Apportionment

premium where

partnership

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order the repayment of the premium, or of such part thereof as it thinks just,

having regard to the terms of the partnership contract and to the length of time

during which the partnership has continued, unless-

(a) the dissolution is, in the judgment of the court, wholly or chiefly

due to the misconduct of the partner who paid the premium; or

(b) the partnership has been dissolved by an agreement containing

no provision for a return of any part of the premium.

43. Where a partnership contract is rescinded on the ground of the fraud or

misrepresentation of one of the parties thereto, the party entitled to rescind is,

entitled without prejudice to any other right-

(a) to a lien on, or right of retention of, the surplus of the partner-

ship assets, after satisfying the partnership liabilities, for any

sum of money paid by him for the purchase of a share in the

partnership and for any capital contributed by him; and

(b) to stand in the place of the creditors of the firm for any payments

made by him in respect of the partnership liabilities; and

(c) to be indemnified by the person guilty of the fraud or making

the representation against all the debts and liabilities of the firm.

44. Where any member of a firm has died or otherwise ceased to be a

partner, and the surviving or continuing partners carry on the business of the

firm with its capital or assets without any final settlement of accounts as be-

tween the firm and the outgoing partner or his estate, then, in the absence of any

agreement to the contrary, the outgoing partner or his estate is entitled at the

option of himself or his representatives to such share of the profits made since

the dissolution as the court may find to be attributable to the use of his share of

the partnership assets, or to interest at the rate of eight per centum per annum

on the amount of his share of the partnership assets:

prematurely

dissolved.

Rights where

partnership

dissolved for

fraud or

misrepresentation.

Right of

outgoing

partner in

certain cases to

share profits

made after

dissolution.

Provided that where by the partnership contract an option is given to

surviving or continuing partners to purchase the interest of a deceased or out-

going partner, and that option is duly exercised, the estate of the deceased

partner, or the outgoing partner or his estate, as the case may be, is not entitled

to any further or other share of profits, but if any partner assuming to act in

exercise of the option does not in all material respects comply with the terms

thereof, he is liable to account under the foregoing provisions of this section.

45. Subject to any agreement between the partners, the amount due from

surviving or continuing partners to an outgoing partner or the representatives

of a deceased partner in respect of the outgoing or deceased partners’ share is

a debt accruing at the date of the dissolution or death.

46. In settling accounts between the partners after a dissolution of

partnership, the following rules shall, subject to any agreement, be observed-

(a) losses, including losses and deficiencies of capital, shall be

paid first out of profits, next out of capital, and lastly if

necessary, by the partners individually in the proportion in

which they were entitled to share profits;

(b) the assets of the firm including the sums, if any, contributed by

the partners to make up losses or deficiencies of capital, shall

be applied in the following manner and order-

(i) in paying the debts and liabilities of the firm to per-

sons who are not partners therein;

(ii) in paying to each partner rateably what is due from

the firm to him for advances as distinguished from

capital;

(iii) in paying to each partner rateably what is due from

the firm to him in respect of capital;

Retiring or

deceased partner’s

share to be a debt.

Rules for distribu-

tion of assets on

final settlement of

accounts.

,

No. 1 Power Lane,

Belmopan, by the authority of

the Government of Belize.

Partnership [CAP. 259

[ ]

23

(iv) the ultimate residue, if any, shall be divided among the

partners in the proportion in which profits are divisible.

PART VI

Supplemental

47. The rules of equity and of common law applicable to partnership shall

continue in force except so far as they are inconsistent with the express provisions

of this Act.

Saving for rules

of equity and

common law.

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