Limited Partnerships Act (Gibraltar)

Limited Partnerships Act

Published: 1928-06-01

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Limited Partnerships

1927-07

LIMITED PARTNERSHIPS ACT

Principal Act

Act. No. 1927-07 Commencement 1.6.1928

Assent 23.12.1927

Amending

enactment

Relevant current

provisions

Commencement

date

Acts. 1934-23 s.10

1935-08 s.3(1)

1971-04 ss.14(1) and 15

1980-04 s.13(2)

1983-12 ss.5(3), 10, 14(1) and 15

1991-17 ss.8 and 13(1) 18.7.1991

1999-31 ss.3(5)-(8), 7A, 8, 11A, 11B, and

13A-13N

1.1.2000

2007-17 ss. 13(1) & (2), 15 14.6.2007

2013-14 s. 3(2) 4.7.2013

English source

Limited Partnerships Act 1907 (7 Edw.7c.24)

Limited Partnerships

1927-07

ARRANGEMENT OF SECTIONS.

Section

1. Short title.

2. Interpretation.

3. Definition and constitution of limited partnership.

4. Registration of limited partnerships.

5. Modifications of general law in case of limited partnerships.

6. Application of law as to private partnerships.

7. Manner and particulars of registration.

7A. Registration of company limited by shares or guarantee or both as a

limited partnership.

8. Registration of changes in partnership.

9. Advertisement.

10. Ad valorem duty on contributions by limited partners.

11. Registrar to file statement and issue certificate of registration.

11A. Effect of Registration.

11B. Conclusiveness of certificate of registration.

12. Register and index to be kept.

13. Registrar under the Act.

13A. Recording of charges.

13B. Duty of limited partnership to record charges by limited partnership.

13C. Duty of limited partnership to record charges existing on property

acquired.

13D. Register of charges to be kept by Registrar.

13E. Entry of satisfaction.

13F. Recording of enforcement of security.

13G. Copies of instruments creating charges to be kept by limited

partnership.

13H. Limited partnership’s register of charges.

13J. Inspection of instruments creating charges and register of charges.

13K. Recording of instruments registered under the Companies Act.

13L. Priority of charges.

13M. Charges not treated as partner.

13N. Transfer of charge.

14. Inspection of statements registered.

15. Rules.

16. Savings, etc.

Limited Partnerships

1927-07

AN ACT TO ESTABLISH LIMITED PARTNERSHIPS.

Short title.

1.This Act may be cited as the Limited Partnerships Act.

Interpretation.

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

“firm”, “firm name” and “business” have the same meanings as in

section 6 of the Partnership Act 1 ;

“general partner” means any partner who is not a limited partner as

defined by this Act.

Definition and constitution of limited partnership.

3.(1) Limited partnerships may be formed in the manner and subject to the

conditions by this Act provided.

(2) A limited partnership must consist of one or more persons called

general partners, who shall be liable for all debts and obligations of the firm,

and one or more persons to be called limited partners, who shall at the time

of entering into such partnership contribute thereto a sum or sums as capital

or property valued at a stated amount, and who shall not be liable for the

debts or obligations of the firm beyond the amount so contributed.

(3) A limited partner shall not during the continuance of the partnership,

either directly or indirectly, draw out or receive back any part of his

contribution, and if he does so draw out or receive back any such part shall

be liable for the debts and obligations of the firm up to the amount so drawn

out or received back.

(4) A body corporate may be a limited partner.

(5) A limited partnership shall, as from the day on which it begins to

carry on business or as from the twenty-eighth day after the date of its

registration, whichever is the earlier, have a registered office in Gibraltar to

which all communications and notices may be addressed.

(6) Notice of the situation of the registered office shall be given within

twenty-eight days after the date of the registration of the limited partnership

1 1895-11

(1907 c.24,

s. 3)

( s. 4)

Limited Partnerships

1927-07

or of the change, as the case may be, to the Registrar who shall record the

same.

(7) Where none of the partners in a limited partnership is resident in

Gibraltar the partnership shall appoint a secretary resident in Gibraltar.

(8) Notice of the appointment of the secretary as required by sub-section

(7) shall be given within twenty-eight days after the date of the registration

of the limited partnership or of the provision becoming applicable to the

limited partnership, as the case may be, to the Registrar who shall record the

same.

Registration of limited partnerships.

4. Every limited partnership must be registered as such in accordance with

the provisions of this Act, or in default thereof it shall be deemed to be a

general partnership, and every limited partner shall be deemed to be a general

partner.

Modifications of general law in case of limited partnerships.

5.(1) A limited partner shall not take part in the management of the

partnership business, and shall not have power to bind the firm:

Provided that a limited partner may by himself or his agent at any time

inspect the books of the firm and examine into the state and prospects of the

partnership business, and may advise with the partners thereon.

(2) If a limited partner takes part in the management of the partnership

business he shall be liable for all debts and obligations of the firm incurred

while he so takes part in the management as though he were a general

partner.

(3) A limited partnership shall not be dissolved by the death or

bankruptcy of a limited partner, and the fact that a limited partner is suffering

from mental disorder within the meaning of the Mental Health Act shall not

be a ground for dissolution of the partnership unless the Chief Justice,

exercising his powers under Part IV of that Act, shall so order.

(4) In the event of the dissolution of a limited partnership its affairs shall

be wound up by the general partners unless the court otherwise orders.

(5) Subject to any agreement expressed or implied between the

partners–

(s.5)

(s. 6)

Act. 1968 No.

Limited Partnerships

1927-07

(a) any difference arising as to ordinary matters connected with the

partnership business may be decided by a majority of the

general partners;

(b) a limited partner may, with the consent of the general partners,

assign his share in the partnership, and upon such an assignment

the assignee shall become a limited partner with all the rights of

the assignor;

partnership by reason of any limited partner suffering his share

to be charged for his separate debt;

(d) a person may be introduced as a partner without the consent of

the existing limited partners;

(e) a limited partner shall not be entitled to dissolve the partnership

by notice.

Application of law as to private partnerships.

6. Subject to the provisions of this Act, the Partnership Act and the rules of

equity and of common law applicable to partnerships, except so far as they

are inconsistent with the express provisions of the last-mentioned Act, shall

apply to limited partnerships.

Manner and particulars of registration.

7. The registration of a limited partnership shall be effected by sending by

post or delivering to the Registrar a statement signed by the partners

containing the following particulars–

(a) the firm name;

(b) the general nature of the business;

(d) the full name of each of the partners;

(e) the term, if any, for which the partnership is entered into and

the date of its commencement;

(f) a statement that the partnership is limited and the description of

every limited partner as such;

( s.7)

( s. 8)

Limited Partnerships

1927-07

(g) the sum contributed by each limited partner and whether paid in

cash or how otherwise.

Registration of company limited by shares or guarantee or both as a

limited partnership.

7A.(1) Where a company limited by shares or guarantee or both seeks

registration as a limited partnership the provisions of sections 7 and 11 shall

apply as provided for in this section.

(2) In addition to the statement specified in section 7 the partners shall

send or deliver to the Registrar —

(a) the special resolution passed by the vote of each member of that

company entitled to receive notice of an extraordinary meeting

of the company conforming to the requirements of section 37 of

the Companies Act; and

(b) the documents required to be lodged with the Registrar of

Companies for the purposes of section 37(5)(a) of the

Companies Act, that is to say –

(i) a printed copy of the memorandum and articles as altered

in pursuance of the special resolution to be the limited

partnership agreement containing —

(aa) the name of the company and the firm name

under which registration as a limited

partnership is to be sought;

(bb) the proposed principal place of business of the

limited partnership;

(cc) the date on which it is proposed to register

under this Act;

(dd) a copy of the statement to be submitted to the

Registrar in accordance with section 7;

(ii) a certificate of good standing in respect of the company

issued by the Registrar of Companies under the

Companies Act;

(iii) where the company carries on in or from within Gibraltar

a business which is —

Limited Partnerships

1927-07

(aa) licensed under the Financial Services Act 1989;

(bb) authorised under the Financial Services

(Banking) Act 1992 or the Financial Services

Act 1998; or

(cc) licensed or authorised in accordance with a

Community requirement other than one falling

within article (aa) or (bb);

evidence of the consent of the competent authority under

the relevant legislation to the company deregistering

under the Companies Act and registering under this Act;

(iv) evidence to the satisfaction of the Registrar that no

proceedings for insolvency have been commenced against

the company in Gibraltar;

(v) evidence to the satisfaction of the Registrar that any

charge recorded in respect of that company has been

discharged in accordance with the Companies Act or the

consent in writing to the deregistration of every

registered chargee has been obtained;

of section 37 of the Companies Act are complied with.

(3) Where the Registrar is satisfied that the requirements of this Act for

registration as a limited partnership deregistered as a company registered

under the Companies Act and continued as a limited partnership registered

under this Act are met he shall issue a notice in writing to the Registrar of

Companies stating that he is so satisfied and the date and time of the

intended registration as a limited partnership under this Act.

(4) When the Registrar has received a Certificate of Deregistration and

Continuation for the purpose of Registration as a Limited Partnership issued

by the Registrar of Companies under section 38(2) of the Companies Act he

shall register that limited partnership under the Act and issue a Certificate of

Registration and Continuation as a Limited Partnership.

(5) For the avoidance of doubt it is hereby declared that a limited

partnership registered under section 4 as a result of the procedures contained

—

(a) in this section; and

Limited Partnerships

1927-07

(b) sections 37 and 38 of the Companies Act,

is on the date and time referred to in subsection (4) a continuation of the

undertaking deregisted by virtue of the procedures referred to in paragraph

(b).

(6) In this section “Registrar of Companies” means the person

appointed under section 343 of the Companies Act.

Registration of changes in partnerships.

8.(1) If during the continuance of a limited partnership any change is made

or occurs in–

(a) the firm name;

(b) the general nature of the business;

(d) the partners or the name of any partner;

(e) the term or character of the partnership;

(f) the sum contributed by any limited partner;

(g) the liability of any partner by reason of his becoming a limited

instead of a general partner, or a general instead of a limited

partner;

(h) the location of registered office;

(j) the person of the secretary notified under section 3,

a statement signed by the firm, specifying the nature of the change, shall

within seven days be sent by post or delivered to the Registrar.

(2) If default is made in compliance with the requirements of this section

each of the general partners is guilty of an offence and is liable on summary

conviction to a fine of one fifth of the amount at level 1 on the standard scale

for each day during which the default continues.

Advertisement.

9. Notice of any arrangement or transaction under which any person will

cease to be a general partner in any firm, and will become a limited partner in

that firm, or under which the share of a limited partner in a firm will be

(s. 9)

(s. 10(1)

Limited Partnerships

1927-07

assigned to any person, shall be forthwith advertised in the Gazette, and until

notice of the arrangement or transaction is so advertised the arrangement or

transaction shall, for the purposes of this Act, be deemed to be of no effect.

Ad valorem duty on contributions by limited partners.

10. The statement of the amount contributed by a limited partner, and a

statement of any increase in that amount, sent to the Registrar for

registration under this Act, shall be charged with an ad valorem duty of such

amount as may from time to time be prescribed by the Stamp Duties Act 2 or

any amendment thereof, for every £l00, and any fraction of £l00 over any

multiple of £l00, of the amount so contributed, or of the increase of that

amount, as the case may be; and, in default of payment of the duty thereon as

herein required, the duty, with interest thereon at the rate for the time being

payable on judgment debts in the Supreme Court, from the date of delivery

of such statement shall be a joint and several debt to Her Majesty,

recoverable from the partners, or any of them named in the said statements

or, in the case of an increase, from all or any of the said partners whose

discontinuance in the firm shall not, before the date of delivery of such

statement of increase, have been duly notified to the Registrar.

Registrar to file statement and issue certificate of registration.

11. On receiving any statement made in pursuance of this Act, the Registrar

shall cause the same to be filed, and he shall send to the firm from whom

such statement shall have been received a certificate of the registration

thereof.

Effect of Registration.

11A. From the date of registration mentioned in a certificate of issued under

section 7A or section 11 the partners together with such other persons as

may from time to time become partners in accordance with this Act shall be a

limited partnership having separate legal personality by the name contained in

the statement sent to the Registrar in accordance with section 7 or section

7A, as the case may be, and ,subject to section 3, capable forthwith of

exercising all the functions of a limited partnership, and having perpetual

succession, but with such liability on the part of the partners to contribute to

the assets of the limited partnership in the event of its being wound up as is

mentioned in this Act.

Conclusiveness of certificate of registration.

2 1932-21

(s. 11)

(s. 13)

Limited Partnerships

1927-07

11B.(1) A certificate of registration given by the Registrar in respect of any

limited partnership shall be conclusive evidence that all the requirements of

this Act in respect of registration and of matters precedent and incidental

thereto have been complied with, and that the partnership is a limited

partnership authorised to be registered and duly registered under this Act.

(2) A statutory declaration by a solicitor of the Supreme Court or by a

barrister lawfully acting as a solicitor of the Supreme Court engaged in the

formation of the limited partnership, or by a person named in the statement

sent to the Registrar in accordance with section 7 or 7A, as the case may be,

as a partner or, in accordance with section 3, as the secretary of the

partnership, of compliance with all or any of the said requirements shall be

produced to the Registrar, and the Registrar shall be entitled to rely on such

a declaration as sufficient evidence of compliance.

Register and index to be kept.

12. The Registrar shall keep in proper books to be provided for the purpose,

a register and an index of all limited partnerships registered and of all the

statements registered in relation to such partnerships.

Registrar under the Act.

13. (1) The Registrar of Limited Partnerships (in this Act referred to as the

Registrar) shall be such person as is appointed by the Minister responsible for

finance from time to time and the offices for the registration of limited

partnerships shall be at such address as is determined by the Minister

responsible for finance from time to time .

(2) The Minister responsible for finance may appoint one or more

Assistant Registrars of Limited Partnerships, and any Assistant Registrar so

appointed may, subject to any directions given to him by the Registrar,

exercise all the powers and perform all the duties of the Registrar.

Recording of charges.

13A.(1) The capital of a limited partnership registered under this Act may be

made a security for a loan, debt or other obligation, and the document

creating the security falling within this section shall be in a form specified by

the Registrar, or in a form as near thereto as circumstances permit, and on

the production of such instrument in proper form, the Registrar shall record

it as provided for under the Act and such recording shall have the effect

provided for in this Act.

(2) Subject to the provisions of this section and section 13B to 13J,

every charge created after the commencement of this section by a limited

( s. 14)

(s.15)

Limited Partnerships

1927-07

partnership registered in Gibraltar and being a charge to which this section

applies shall, so far as any security on the limited partnership’s property or

undertaking is conferred thereby, be void against any liquidator or creditor of

the partnership, unless the specified particulars of the charge, together with

the instrument by which the charge is created or evidenced, are delivered to

or received by the Registrar for recording in manner required by this Act

within twenty- one days after the date of its creation, but without prejudice

to any contract or obligation for repayment of the money thereby secured,

and when a charge becomes void under this section the money secured

thereby shall immediately become payable.

(3) This section applies to —

(a) a charge created or evidenced by an instrument which, if

executed by an individual, would require registration as a bill of

sale;

(b) a charge on land, wherever situate, or any interest therein;

(d) a floating charge on the undertaking or property of the limited

partnership;

(e) a charge on goodwill, on a patent or a licence under a patent,

on a trademark or on a copyright or a licence under a copyright.

(4) In the case of a charge created out of Gibraltar comprising solely

property situate outside Gibraltar, the delivery to and the receipt by the

Registrar of a copy verified in the specified manner of the instrument by

which the charge is created or evidenced, shall have the same effect for the

purposes of this section as the delivery and receipt of the instrument itself,

and twenty-one days after the date on which the instrument or copy could, in

due course of post, and if dispatched with due diligence, have been received

in Gibraltar, shall be substituted for twenty-one days after the date of the

creation of the charge, as the time within which the particulars and

instrument or copy are to be delivered to the Registrar.

(5) Where a charge is created in Gibraltar but comprises property outside

Gibraltar, the instrument creating or purporting to create the charge may be

sent for recording under this section notwithstanding that further

proceedings may be necessary to make the charge valid or effectual

according to the law of the country in which the property is situate.

(6) Where a negotiable instrument has been given to secure the payment

of any book debts of a limited partnership the deposit of the instrument for

Limited Partnerships

1927-07

the purpose of securing an advance to the limited partnership shall not for

the purposes of this section be treated as a charge on those book debts.

(7) The holding of debentures entitling the holder to a charge on land

shall not for the purposes of this section be deemed to be an interest in land.

(8) In this section and sections 13B to 13N —

“charge” includes mortgage;

“specified” means specified by the Registrar.

Duty of limited partnership to record charges created by limited

partnership.

13B.(1) It shall be the duty of a limited partnership to send to the Registrar

for recording the particulars of every charge created by the limited

partnership but recording of any such charge may be effected on the

application of any person interested therein.

(2) Where recording is effected on the application of some person other

than the limited partnership, that person shall be entitled to recover from the

limited partnership the amount of any fees properly paid by him to the

Registrar on the recording.

(3) If any limited partnership makes default in sending to the Registrar

for recording the particulars of any charge created by the limited partnership,

then, unless the recording has been effected on the application of some other

person, the limited partnership and every partner or secretary who is

knowingly a party to the default are guilty of offences and are each liable on

summary conviction to a fine not exceeding level 2 on the standard scale for

every day during which the default continues.

Duty of limited partnership to record charges existing on property

acquired.

13C.(1) Subject to sub-section (2),where a limited partnership acquires any

property which is subject to a charge of any such kind as would, if it had

been created by the limited partnership after the acquisition of the property,

have been required to be recorded under section 13B, the limited partnership

shall cause the specified particulars of the charge, together with a copy

(certified in the specified manner to be a correct copy) of the instrument by

which the charge was created or is evidenced, to be delivered to the

Registrar for recording in manner required by this Act within twenty-one

days after the date on which the acquisition is completed.

Limited Partnerships

1927-07

(2) If the property is situate and the charge was created outside

Gibraltar, twenty-one days after the date on which the copy of the instrument

could in due course of post, and if dispatched with due diligence, have been

received in Gibraltar shall be substituted for twenty-one days after the

completion of the acquisition as the time within which the particulars and the

copy of the instrument are to be delivered to the Registrar.

(3) If default is made in complying with this section, the limited

partnership and every partner and secretary of the limited partnership who is

in default are guilty of offences and are each liable on summary conviction to

a default fine at level 2 on the standard scale.

Register of charges to be kept by Registrar.

13D.(1) The Registrar shall keep, with respect to each limited partnership, a

under section 13B and 13C, and shall, on payment of the prescribed fee,

enter in the register with respect to such charges the following particulars:–

(a) if the charge is a charge created by the limited partnership, the

date of its creation, and if the charge was a charge existing on

property acquired by the limited partnership, the date of the

acquisition of the property; and

(b) the amount secured by the charge; and

(d) the persons entitled to the charge.

(2) The Registrar shall give a certificate of the recording of any charge

recorded in pursuance of this section, stating the amount thereby secured,

and the certificate shall be conclusive evidence that the requirements of this

section as to recording have been complied with.

(3) The register kept in pursuance of this section shall be open to

inspection by any person on payment of the prescribed fee.

(4) The Registrar shall keep a chronological index, in the specified form

and with the specified particulars, of the charges entered in the register.

Entry of satisfaction.

13E. The Registrar may, on evidence being given to his satisfaction that the

debt for which any recorded charge was given has been paid or satisfied,

order that a memorandum of satisfaction be entered on the register, and

shall, if required, furnish the limited partnership with a copy thereof.

Limited Partnerships

1927-07

Recording of enforcement of security.

13F.(1) If any person obtains an order for the appointment of a

receiver or manager of the property of a limited partnership, or appoints such

a receiver or manager under any powers contained in any instrument, he

shall, within seven days from the date of the order or of the appointment

under the said powers, give notice of the fact to the Registrar, and the

Registrar shall, on payment of the prescribed fee, enter the fact in the register

of charges.

(2) Where any person appointed receiver or. manager of the property of

a limited partnership under the powers contained in any instrument ceases to

act as such receiver or manager, he shall, on so ceasing, give the Registrar

notice to that effect, and the Registrar shall on payment of the prescribed fee

enter the notice in the register of charges.

(3) A person who makes default in complying with the requirements of

this section, is guilty of an offence and is liable on summary conviction to a

fine of one half of the amount at level 1 on the standard scale for every day

during which the default continues.

Copies of instruments creating charges to be kept by limited

partnership.

13G. Every limited partnership shall cause a copy of every instrument

creating any charge requiring registration under section 13B or 13C to be

kept at the registered office of the limited partnership.

Limited partnership’s register of charges.

13H.(1) Every limited partnership shall keep at its registered office a register

of charges and enter therein all charges specifically affecting property of the

limited partnership and all floating charges on the undertaking or any

property of the limited partnership, giving in each case a short description of

the property charged, the amount of the charge and the names of the persons

entitled thereto.

(2) A partner or secretary of the limited partnership who knowingly and

wilfully authorizes or permits the omission of any entry required to be made

in pursuance of this section, is guilty of an offence and is liable on summary

conviction to a fine at level 2 on the standard scale.

Inspection of instruments creating charges and register of charges.

13J.(1) The copies of instruments creating any charge requiring to be

recorded under sections 13B and 13C with the Registrar, and the register of

Limited Partnerships

1927-07

charges kept in pursuance of section 13H, shall be open during business

hours (but subject to such reasonable restrictions as the limited partnership

may impose, so that not less than two hours in each day shall be allowed for

inspection) to the inspection of any creditor or partner without fee, and the

payment of such reasonable fee as the limited partnership may determine.

(2) If inspection of such copies or register is refused, any officer of the

limited partnership refusing inspection, and every partner and secretary of the

limited partnership authorising or knowingly and wilfully permitting the

refusal, are guilty of offences and are each liable on summary conviction to a

fine one half of the amount at level 1 on the standard scale and further fine of

one fifth of the amount at level 1 on the standard scale for every day during

which the refusal continues.

(3) If any such refusal occurs, the court may by order compel an

immediate inspection of the copies or register.

Recording of instruments registered under the Companies Act.

13K.Notwithstanding any other provisions of the Act, if —

(a) a limited partnership has previously been registered as a

company under the Companies Act; and

(b) charges were registered in respect of that company; and

other documents required to be produced on first registration,

there is produced to the Registrar the written consent of every

holder of any registered charge,

then on the production of the documents creating those charges they may be

recorded in the order of rank, priority and precedence in which they were

registered in the register provided for under the Companies Act.

Priority of charges.

13L.Where there are more charges than one recorded in respect of the same

limited partnership, the charges shall notwithstanding any express, implied or

constructive notice, be entitled in priority between each other according to

the date and time at which each charge is recorded in the register and not

according to the dates and times of the charges.

Chargees not treated as partner.

Limited Partnerships

1927-07

13M. Except as far as may be necessary for making the capital of a limited

partnership available as a security for the secured debt, the chargee shall not

by reason of the recorded charge be deemed a partner, nor shall the charger

be deemed to have ceased to be a partner.

Transfer of charge.

13N. A charge recorded under the provisions of this Act may be transferred

to any person, and on the production of an instrument of transfer in the

specified form the Registrar shall record that instrument in accordance with

the provisions of section 13D.

Inspection of statements registered.

14.(1) Any person may inspect the statements filed by the Registrar in the

prescribed by rules made under section 15. Any person may require a

certificate of the registration of any limited partnership or a copy of or

extract from any registered statement to be certified by the Registrar and

there shall be paid for such certificate of registration, certified copy or

extract such fees as may be prescribed by rules made under section 15.

(2) A certificate of registration or a copy of or extract from any

statement registered under this Act if duly certified to be a true copy under

the hand of the Registrar or the Deputy Registrar (whom it shall not be

necessary to prove to be the Registrar or Deputy Registrar) shall, in all legal

proceedings, civil or criminal, and in all cases whatsoever be received in

evidence.

Rules.

15. The Minister responsible for finance may make rules concerning any of

the following matters–

(a) the fees to be paid to the Registrar under this Act;

(b) the duties or additional duties to be performed by the Registrar

for the purposes of this Act;

of acts by this Act required to be done by the Registrar;

(d) the forms to be used for the purposes of this Act;

(e) generally the conduct and regulation of registration under this

Act and any matters incidental thereto.

( s. 16)

Limited Partnerships

1927-07

Savings, etc.

16.(1) Revoked.

(2) Nothing in this Act contained shall be taken or deemed to vary the

provisions of the Business Names (Registration) Act.

Limited Partnerships

1927-07