Partnership Amendment Act 2006
PARTNERSHIP AMENDMENT ACT 2006



BERMUDA

2006 : 19

PARTNERSHIP AMENDMENT ACT 2006

Date of Assent: 26 June 2006

Operative Date: Notice in Gazette


ARRANGEMENT OF SECTIONS

1 Short title
2 Insertion of sections 4A, 4B,

4C, 4D and 4E
3 Amends section 14
4 Amends section 17
5 Amends section 18

6 Insertion of subsection 33(1A)
7 Amends section 36
8 Amends section 42
9 Amends section 43
10 Commencment




WHEREAS it is expedient to amend the Partnership Act 1902.

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 may be cited as the Partnership Amendment Act 2006.

Insertion of sections 4A, 4B, 4C, 4D and 4E
2 The Partnership Act 1902 (in this Act referred to as “the
principal Act”) is amended by inserting the following sections next after
section 4 —

"Election to have legal personality
4A (1) A partnership shall have legal personality if the
partnership so elects in accordance with the provisions of this


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PARTNERSHIP AMENDMENT ACT 2006


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section and files a declaration to that effect with the Registrar of
Companies.

(2) Subject to subsection (4), where the partnership wishes
to elect that a partnership shall have legal personality, it shall
file with the Registrar of Companies a declaration signed by the
partnership, stating that the partnership shall have legal
personality.

(3) Where the partnership which wishes to make an election
is a limited partnership or an exempted partnership, the
declaration referred to in subsection (2) shall be specified in the
certificate of limited partnership issued under the Limited
Partnership Act 1883 or the certificate of exempted partnership
issued under the Exempted Partnerships Act 1992, provided that
if a partnership is both a limited and an exempted partnership,
then the declaration is only required to be made in the certificate
of exempted partnership.

(4) Where the partnership is neither a limited nor an
exempted partnership, a declaration under subsection (2) shall
be made within fourteen days of the partnership being formed.

(5) Where a partnership elects, in accordance with this
section, that the partnership shall have legal personality, the
partnership shall have legal personality and the Registrar of
Companies shall enter that fact in a register to be maintained by
him in respect of partnerships making such election and shall
issue to the partnership a certificate of registration which shall
state that the partnership has legal personality.

(6) An election made under subsection (2), that a
partnership shall have legal personality shall be irrevocable; and
a failure to make such an election shall be final.

Election of an existing partnership to have legal personality
4B (1) Notwithstanding section 4A, a partnership existing on
the date of the coming into force of this section, shall have legal
personality if, within a period of twelve months beginning on the
date of the coming into force of this section, the partnership so
elects, in accordance with this section.

(2) Where a partnership wishes to elect under this section
that the partnership shall have legal personality, it shall, within
the period specified under subsection (1), file with the Registrar
of Companies a declaration, signed by the partnership, stating
that the partnership shall have legal personality.

(3) Where a partnership elects, in accordance with this
section, that it shall have legal personality ⎯

(a) the partnership shall have legal personality;

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(b) the Registrar of Companies shall enter that fact in
the register referred to under section 4A(5); and

(c) a certificate of registration shall be issued to the
partnership by the Registrar of Companies stating
that the partnership has legal personality.

(4) An election made under this section that a partnership
shall have legal personality shall be irrevocable; and a failure to
make such an election shall be final.

Legal personality
4C A partnership that elects to have legal personality under
section 4A or 4B ⎯

(a) shall be a legal person separate from its partners and
shall have the power to own and deal with its
separate property in accordance with the agreement
of its partners; and

(b) shall have unlimited capacity.

Change of partners where partnership has legal personality
4D Notwithstanding section 4, and subject to any agreement
between the partners, a partnership that has legal personality is
not dissolved by a change in the constitution of the partnership.

Liability for partnership debt where partnership has legal
personality
4E A judgment against a partnership that has legal personality
for a debt of the partnership may be enforced against an
individual partner, and on payment of the judgment debt, the
partner is entitled to relief, pro rata, from the partnership and its
other partners.”.

Amends section 14
3 Section 14 of the principal Act is amended in the proviso by
deleting the words “old firm-name” and substituting the words “same
firm-name”.

Amends section 17
4 Section 17 of the principal Act is amended in subsection (3) by
deleting the words “members of the firm as newly constituted” and
substituting the words “continuing partners in the firm” and deleting the
words “the firm as newly constituted” and substituting the words “the
firm as constituted by the continuing partners”.

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Amends section 18
5 Section 18 of the principal Act is amended ⎯

(a) by renumbering section 18 as subsection 18(1); and

(b) by inserting the following subsection next after
subsection (1) —

“ (2) Subsection (1) does not apply to a partnership
that has legal personality except in respect of any
continuing guarantee or cautionary obligation given
under subsection (1) before the election by the
partnership that the partnership shall have legal
personality was entered in the register.”.

Insertion of subsection 33(1A)
6 Section 33 of the principal Act is amended by inserting the
following subsection next after subsection (1) —

“ (1A) Notwithstanding subsection (1), where a partnership
has legal personality and a partner dies, section 4D applies
instead of subsection (1).”.

Amends section 36
7 Section 36 of the principal Act is amended in subsection (1) by
deleting the words “the old firm” and substituting the words “the firm as
it was constituted before the change”.

Amends section 42
8 Section 42 of the principal Act is amended ⎯

(a) by deleting the headnote and substituting the following
headnote —

“Right of partner’s estate or outgoing partner in certain
cases to share profits made after dissolution, death or
ceasing to be a partner”; and

(b) in the paragraph preceding the proviso by deleting the
words “since the dissolution” and substituting the words
“since the dissolution or, where the firm is a partnership
that has legal personality, the date on which the partner
died or otherwise ceased to be a partner,”.

Amends section 43
9 Section 43 of the principal Act is amended by deleting the words
“the date of the dissolution or death” and substituting the words “the
date of the dissolution or death or, where the firm is a partnership that
has legal personality, the date on which the deceased partner died or the
outgoing partner ceased to be a partner”.

PARTNERSHIP AMENDMENT ACT 2006


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Commencement
10 This Act shall come into force on such day as the Minister may
appoint by Notice published in the Gazette.