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Limited Partnership Amendment Act 2005

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Limited Partnership Amendment Act 2005
LIMITED PARTNERSHIP AMENDMENT ACT 2005







BERMUDA

2005 : 25

LIMITED PARTNERSHIP AMENDMENT ACT 2005


Date of Assent: 4 August 2005

Operative Date: 4 August 2005


WHEREAS it is expedient to amend the Limited Partnership Act
1883:

Be it enacted by The Queen's Most Excellent Majesty, by and
with the advice and consent of the Senate and the House of Assembly of
Bermuda, and by the authority of the same, as follows:

Short title
1 This Act, which amends the Limited Partnership Act 1883 (the
"principal Act"), may be cited as the Limited Partnership Amendment Act
2005.

Amends section 2
2 Section 2 of the principal Act is amended in subsection (1) by
deleting "may" and substituting "shall".

Amends section 4
3 Section 4 of the principal Act is amended by repealing
subsection (3).


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LIMITED PARTNERSHIP AMENDMENT ACT 2005


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Amends section 8B
4 Section 8B of the principal Act is amended by repealing
subsection (2).

Amends section 8H
5 Section 8H of the principal Act is amended by repealing
paragraph (a).

Amends section 11
6 Section 11 of the principal Act is amended ⎯

(a) in subsection (1), by deleting the words "if the
withdrawal or payment, as the case may be would result
in the limited partnership becoming insolvent" and
substituting the following ⎯

"if, on the date the withdrawal or payment is to be
effected, the general partner has reasonable grounds for
believing that the partnership, after the withdrawal or
payment, would be unable to pay its liabilities as they
become due";

(b) by repealing subsection (2) and substituting the
following subsection ⎯

"(2) For the purposes of determining whether there
are reasonable grounds for believing that the
partnership is, or after the withdrawal or payment
under subsection (1), would be unable to pay its
liabilities as they become due all the partners may
agree that any liabilities of the limited partnership in
respect of the partners shall not be taken into
account.";

(c) by repealing subsection (3);

(d) by repealing subsection (4) and substituting the
following subsection ⎯

"(4) Subject to agreement between all the partners, a
contribution reduction may be made in a limited
partnership if the condition under subsection (5) is
satisfied.";

(e) by repealing subsection (5) and substituting the
following subsection ⎯

"(5) The condition referred to in subsection (4) is, a
contribution reduction under subsection (8)(a) shall not
be made otherwise than in the form of a payment of
cash unless all the partners otherwise agree.";

LIMITED PARTNERSHIP AMENDMENT ACT 2005


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(f) by repealing subsections (6) and (6A);

(g) in subsection (7) by deleting "subject to subsection (6A),
if" and substituting "If";

(h) by repealing subsection (8), where it first occurs; and

(i) by repealing subsection (8) in the second place where it
occurs and substituting the following subsection ⎯

"(8) In this section "contribution reduction", in
relation to a limited partner in a limited partnership
means ⎯

(a) in the case of a limited partner who has
actually made a contribution or part
contribution to the capital of the limited
partnership, the return to him of such capital
contribution or part thereof;

(b) in the case of a limited partner who has
undertaken to contribute to the capital of the
limited partnership, a release, in whole or in
part, from that undertaking; or

(c) both such return and release, in whole or in
part.".

Amends section 22
7 Section 22 of the principal Act is amended ⎯

(a) in subsection (1), by deleting "certificates, notices and
affidavits" and substituting "certificates and notices";
and

(b) in subsections (3) and (4) by deleting "certificate, notice
or affidavit" wherever it occurs and substituting
"certificate or notice".