Partnership Act 1909

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Published: 2015-11-01

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The Partnership Act 1909

c i e
AT 3 of 1909

THE PARTNERSHIP ACT 1909

The Partnership Act 1909 Index


c AT 3 of 1909 Page 3

c i e
THE PARTNERSHIP ACT 1909

Index Section Page

1 Short title .......................................................................................................................... 7
2 Interpretation of terms ................................................................................................... 7
3 Saving for rules of equity and common law ............................................................... 7
PART I – NATURE OF PARTNERSHIP 8

4 Definition of ‘Partnership’ ............................................................................................. 8
5 Rules for determining existence of partnership ......................................................... 8
6 Postponement of rights of person lending or selling in consideration of
share of profits in case of insolvency ........................................................................... 9
RELATIONS OF PARTNERS TO PERSONS DEALING WITH THEM 9
7 Power of partner to bind the firm................................................................................. 9
8 Partners bound by acts on behalf of firm .................................................................... 9
9 Partner using credit of firm for private purposes .................................................... 10
10 Effect of notice that firm will not be bound by acts of partner .............................. 10
11 Liability of partners ...................................................................................................... 10
12 Misapplication of money or property received for or in custody of the firm ...... 10
13 Liability of the firm for wrongs .................................................................................. 10
14 Liability for wrongs joint and several ........................................................................ 11
15 Improper employment of trust property for partnership purposes ...................... 11
16 Persons liable by ‘holding out’ ................................................................................... 11
17 Admissions and representations of partners ............................................................ 11
18 Notice to acting partner to be notice to the firm ...................................................... 11
19 Liabilities of incoming and outgoing partners ......................................................... 12
20 Revocation of continuing guaranty by change in firm ............................................ 12
RELATIONS OF PARTNERS TO ONE ANOTHER 12
21 Variation by consent of terms of partnership ........................................................... 12
22 Partnership property .................................................................................................... 12
23 Property bought with partnership money ................................................................ 13
24 Conversion into personal estate of land held as partnership property ................ 13
25 Procedure against partnership property for a partner’s separate judgment
debt ................................................................................................................................. 13
Index The Partnership Act 1909


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26 Rules as to interests and duties of partners subject to special arrangement ........ 13
27 Expulsion of partner .................................................................................................... 14
28 Retirement from partnership at will .......................................................................... 14
29 Where partnership for term is continued over, continuance on old terms
presumed ....................................................................................................................... 15
30 Duty of partners to render accounts, etc ................................................................... 15
31 Accountability of partners for private profits .......................................................... 15
32 Duty of partner not to compete with firm ................................................................ 15
33 Rights of assignee of share in partnership ................................................................ 15
DISSOLUTION OF PARTNERSHIP, AND ITS CONSEQUENCES 16
34 Dissolution by expiration or by notice ...................................................................... 16
35 Dissolution by bankruptcy, death or charge ............................................................ 16
36 Dissolution by illegality of partnership .................................................................... 16
37 Dissolution by the court .............................................................................................. 16
38 Rights of persons dealing with firm against apparent members of firm ............. 17
39 Right of partners to notify dissolution ...................................................................... 17
40 Continuing authority of partners for purposes of winding up ............................. 17
41 Rights of partners as to application of partnership property ................................ 18
42 Apportionment of premium where partnership prematurely dissolved ............. 18
43 Rights where partnership dissolved for fraud or misrepresentation ................... 18
44 Right of outgoing partner, in certain cases, to share profits made after
dissolution ..................................................................................................................... 19
45 Retiring or deceased partner’s share to be a debt .................................................... 19
46 Rule for distribution of assets on final settlement of accounts .............................. 19
PART II – LIMITED PARTNERSHIPS 20

47 Definition and constitution of limited partnership ................................................. 20
48 Registration of limited partnership required ........................................................... 20
48A Place of business and address for documents .......................................................... 21
48B Legal personality .......................................................................................................... 21
48C Transitional provisions for existing limited partnerships ...................................... 21
48D Consequences of legal personality ............................................................................. 22
48E Limited partnerships to keep accounting records ................................................... 22
49 Modifications of general law in case of limited partnerships ................................ 24
49A Withdrawal of capital .................................................................................................. 25
50 Manner and particulars of registration ..................................................................... 26
50A Requirement for name approval ................................................................................ 27
51 Registration of changes in partnerships .................................................................... 27
51A Department may strike off defunct limited partnership ........................................ 28
52 Advertisement in newspapers of statement of general partner becoming a
limited partner .............................................................................................................. 29
53 [Repealed] ...................................................................................................................... 30
54 Making false returns to be misdemeanour ............................................................... 30
55 Department to file statement and issue certificate of registration ........................ 30
56 Register and index to be kept ..................................................................................... 30
57 Office for registration of limited partnerships ......................................................... 30
The Partnership Act 1909 Index


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58 Inspection of statements registered ............................................................................ 31
59 Power of Department to make rules .......................................................................... 31
60 Power to make orders as to the disposal of valueless documents ......................... 32
ENDNOTES 33

TABLE OF LEGISLATION HISTORY 33
TABLE OF RENUMBERED PROVISIONS 33
TABLE OF ENDNOTE REFERENCES 33

The Partnership Act 1909 Section 1


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c i e
THE PARTNERSHIP ACT 1909

Received Royal Assent: 3 July 1909
Promulgated: 5 July 1909
Commenced: 5 July 1909
AN ACT
to declare and amend the Law of Partnership.
1 Short title

This Act may be cited as ‘The Partnership Act 1909’.
2 Interpretation of terms

In this Act, if not inconsistent with the context, the following terms shall have
the meanings hereby respectively assigned to them, that is to say: —
“Court
” includes every court and judge having jurisdiction in the case:
“Court of summary jurisdiction
” means a high-bailiff or two justices of the
peace:
“Department
” means the Department of Economic Development:1

“Business
” includes every trade, occupation, or profession:
“A firm
” includes persons who have entered into partnership with one another:
“The firm-name
” is the name in which the business is carried on:
“General partner
” shall mean any partner who is not a limited partner as
defined by this Act:
“The registrar
” [Repealed]2

3 Saving for rules of equity and common law

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.
Section 4 The Partnership Act 1909


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PART I – NATURE OF PARTNERSHIP

4 Definition of ‘Partnership’

(1) Partnership is the relationship which subsists between persons carrying
on a business in common with a view to profit.
(2) But the relation between members of any company or association
which is —
(a) registered as a company under the Companies Acts or any other
Act of Tynwald for the time being in force and relating to the
registration of joint-stock companies; or
(b) formed or incorporated by or in pursuance of any other Act of
Tynwald, or letters patent, or Royal Charter;
is not a partnership within the meaning of this Act.
5 Rules for determining existence of partnership

In determining whether a partnership does or does not exist, regard shall be had
to the following rules: —
(1) 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.
(2) 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.
(3) 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 —
(a) 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
such:
(b) 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 such:
(c) a person being the surviving spouse or surviving civil partner or
child of a deceased partner, and receiving by way of annuity a
portion of the profits made in the business in which the deceased
The Partnership Act 1909 Section 6


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person was a partner, is not by reason only of such receipt a
partner in the business or liable as such:3

(d) the advance of money by way of 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 the parties thereto:
(e) 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 business or liable as such.
6 Postponement of rights of person lending or selling in consideration of

share of profits in case of insolvency

In the event of any person to whom money has been advanced by way of loan
upon such a contract as is mentioned in the last foregoing section, or of any
buyer of a goodwill in consideration of a share of the profits of the business,
being adjudged a bankrupt, entering into an arrangement to pay his creditors
less than twenty shillings in the pound, 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 have
been satisfied.
RELATIONS OF PARTNERS TO PERSONS DEALING WITH THEM
7 Power of partner to bind the firm

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 Partners bound by acts on behalf of firm

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 authorized, whether a partner or not, is binding on the firm
and all the partners.
Section 9 The Partnership Act 1909


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Provided that this section shall not affect any general rule of law relating to the
execution of deeds or negotiable instruments.
9 Partner using credit of firm for private purposes

Where one partner pledges the credit of the firm for a purpose apparently not
connected with the firm’s ordinary course of business, the firm is not bound,
unless he is in fact specially authorized by the other partners; but this section
does not affect any personal liability incurred by an individual partner.
10 Effect of notice that firm will not be bound by acts of partner

If 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.
11 Liability of partners

Every partner in the 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 Misapplication of money or property received for or in custody of the

firm

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 of 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 Liability of the firm for wrongs

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.
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14 Liability for wrongs joint and several

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 of the two last preceding sections.
15 Improper employment of trust property for partnership purposes

If a partner, being a trustee, improperly employs trust-property in the business
or on the account of the partnership, no other partner is liable for the trust-
property to the persons beneficially interested therein:
Provided as follows: —
(1) This section shall not affect any liability incurred by any partner by
reason of his having notice of a breach of trust; and
(2) 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 Persons liable by ‘holding out’

(1) Every one 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 any one 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) Provided that 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 Admissions and representations of partners

An admission or representation made by any partner concerning the
partnership affairs, and in the ordinary course of its business, is evidence
against the firm.
18 Notice to acting partner to be notice to the firm

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.
Section 19 The Partnership Act 1909


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19 Liabilities of incoming and outgoing partners

(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.
(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 Revocation of continuing guaranty by change in firm

A continuing guaranty 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 guaranty was
given.
RELATIONS OF PARTNERS TO ONE ANOTHER
21 Variation by consent of terms of partnership

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 Partnership property

(1) All property and rights and interests in property originally brought into
the partnership stock or acquired, whether by purchase or otherwise, on
account 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 purpose of
the partnership and in accordance with the partnership agreement.
(2) Provided that 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.
(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 Partnership Act 1909 Section 23


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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 Property bought with partnership money

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 Conversion into personal estate of land held as partnership property

Where real estate or any 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 and
not real estate.
25 Procedure against partnership property for a partner’s separate

judgment debt

(1) No judgment or execution shall be enforced against any partnership
property unless such judgment or execution has been granted against the
firm.
(2) The court may, on the petition of any judgment or execution creditor of a
partner, make an order charging that partner’s interest in the partnership
property and profits with payment of the amount of such execution 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.
26 Rules as to interests and duties of partners subject to special

arrangement

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: —
(1) 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.
Section 27 The Partnership Act 1909


Page 14 AT 3 of 1909 c

(2) The firm must indemnify every partner in respect of payments made and
personal liabilities incurred by him —
(a) in ordinary and proper conduct of the business of the firm; or,
(b) in or about anything necessarily done for the preservation of the
business or property of the firm.
(3) 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 five per cent. per annum
from the date of the payment or advance.

(4) A partner is not entitled, before the ascertainment of profits, to interest
on the capital subscribed by him.
(5) Every partner may take part in the management of the partnership
business.
(6) No partner shall be entitled to remuneration for acting in the partnership
business.
(7) No person may be introduced as a partner without the consent of all
existing partners.
(8) 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 partners.
(9) The partnership books are to be kept at the place of business 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 Expulsion of partner

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 Retirement from partnership at will

(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 so to do to all the other partners.
(2) Where the partnership has originally been constituted by writing, a
notice in writing signed by the partner giving it, shall be required for this
purpose.
The Partnership Act 1909 Section 29


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

terms presumed

(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
habitually acted therein during the term, without any settlement or
liquidation of the partnership affairs, is presumed to be a continuance of
the partnership.
30 Duty of partners to render accounts, etc

(1) Partners are bound to render true accounts and full information of all
things affecting the partnership to any partner or his legal
representatives.
(2) The additional accounting requirements specified in section 48E apply in
respect of limited partnerships.4

31 Accountability of partners for private profits

(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 also applies 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 representatives of the deceased partner.
32 Duty of partner not to compete with firm

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 Rights of assignee of share in partnership

(1) An assignment by any partner of his share in the partnership, either
absolute or by way of mortgage or redeemable charge, does not, as
against the other partners, entitle the assignee, during the continuance of
the partnership, to interfere in the management or administration of the
partnership business 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 the profits to which the
Section 34 The Partnership Act 1909


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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.
DISSOLUTION OF PARTNERSHIP, AND ITS CONSEQUENCES
34 Dissolution by expiration or by notice

Subject to any agreement between the partners, a partnership is 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.
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 mentioned, as
from the date of the communication of the notice.
35 Dissolution by bankruptcy, death or charge

(1) Subject to any agreement between the partners, every partnership is
dissolved as regards all the partners by death or bankruptcy of any
partner.5

(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 Dissolution by illegality of partnership

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 Dissolution by the court

On application by a partner the court may decree a dissolution of the
partnership in any of the following cases: —
(a) [Repealed]6

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(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 Rights of persons dealing with firm against apparent members of firm

(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 two newspapers regularly published in this Isle
shall be notice as to persons who had not dealings with the firm before
the date of the dissolution or change so advertised.
(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, retires from the firm, is not liable for partnership debts
contracted after the date of the death, bankruptcy, or retirement
respectively.
39 Right of partners to notify dissolution

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 Continuing authority of partners for purposes of winding up

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
Section 41 The Partnership Act 1909


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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 Rights of partners as to application of partnership property

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 of the firm; and for that
purpose any partner or his representatives may on the termination of the
partnership apply to the court to wind up the business and affairs of the firm.
42 Apportionment of premium where partnership prematurely dissolved

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
expiration of the term otherwise than by the death of a partner, the court may
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 Rights where partnership dissolved for fraud or misrepresentation

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,
without prejudice to any other right, entitled: —
(a) to a lien on, or right of retention of, the surplus of the partnership
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.
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44 Right of outgoing partner, in certain cases, to share profits made after

dissolution

(1) When 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
between 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 five per cent. per annum on the amount of his share of the
partnership assets.
(2) Provided that where by the partnership contract an option is given to
surviving or continuing partners to purchase the interest of a deceased or
outgoing 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 Retiring or deceased partner’s share to be a debt

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 partner’s share is a debt
accruing at the date of the dissolution or death.
46 Rule for distribution of assets on final settlement of accounts

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: —
(1) In paying the debts and liabilities of the firm to persons
who are not partners therein:
(2) In paying to each partner rateably what is due from the
firm to him for advances as distinguished from capital:
(3) In paying to each partner rateably what is due from the
firm to him in respect of capital:
Section 47 The Partnership Act 1909


Page 20 AT 3 of 1909 c

(4) The ultimate residue, if any, shall be divided among the
partners in the proportion in which profits are divisible.
PART II – LIMITED PARTNERSHIPS

47 Definition and constitution of limited partnership

(1) Limited partnerships may be formed in the manner and subject to the
conditions by this Act provided.
(2) A limited partnership shall not consist of more than twenty persons, and
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.7

(2A) So much of subsection (2) above as provides that a limited partnership
shall not consist of more than 20 persons does not apply —
(a) to a partnership carrying on practice as advocates and consisting
of persons each of whom is an advocate;
(b) to a partnership carrying on practice as accountants and
consisting of persons each of whom falls within paragraph (a) of
section 14(1) of the Companies Act 1982;
(c) to a partnership carrying on business as members of a stock
exchange and consisting of persons each of whom is a member of
that exchange.8

(2B) The Treasury may by regulations provide that so much of subsection (2)
above as provides that a limited partnership shall not consist of more
than 20 persons shall not apply to partnerships in general, to any
specified class of partnership or to a specified partnership.9

(2C) [Repealed]10

(3) [Repealed]11

(4) A body corporate may be a limited partner or a general partner.12

48 Registration of limited partnership required

(1) 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.
The Partnership Act 1909 Section 48


c AT 3 of 1909 Page 21

(2) The registration of Business Names Acts 1918 to 1954 shall not apply in
respect of a limited partnership which is registered in accordance with
this Act.13

48A Place of business and address for documents

(1) Every limited partnership shall maintain a place of business in the Isle of
Man.
(2) Every limited partnership shall appoint one or more persons resident in
the Isle of Man who are authorised to accept on behalf of the partnership
service of any process or documents which are served on the
partnership.
(3) If default is made in compliance with the requirements of this section
each of the general partners shall on conviction by a court of summary
jurisdiction be liable to a fine not exceeding £5,000.14

48B Legal personality

(1) A limited partnership has legal personality if —
(a) the general partners so elect at the time the partnership is
registered; and
(b) a declaration signed by a general partner is sent by post or
delivered to the Department at the same time as the statement
referred to in section 50.
(2) An election under subsection (1)(a) is irrevocable and failure to so elect is
final.
(3) The certificate of registration referred to in section 55 must state whether
or not the limited partnership has legal personality.
(4) Without prejudice to section 50A —
(a) the name of a limited partnership with legal personality must end
with “Incorporated” or “Inc”; and
(b) the name of a limited partnership which does not have legal
personality may not end with “Incorporated” or “Inc”.15

48C Transitional provisions for existing limited partnerships

(1) A limited partnership already registered when this section comes into
operation has legal personality if, within 6 months of this section coming
into operation —
(a) the general partners so elect; and
(b) a declaration signed by a general partner is sent by post or
delivered to the Department.
Section 48 The Partnership Act 1909


Page 22 AT 3 of 1909 c

(2) An election under subsection (1)(a) is irrevocable and failure to so elect is
final.
(3) An election under subsection (1)(a) does not —
(a) create a new partnership;
(b) prejudice or affect —
(i) the continuity of the limited partnership; or
(ii) a right, liability or obligation of the limited partnership
which arose or was incurred before the election.
(4) If the limited partnership has legal personality, the Department must
issue an amended certificate of registration under section 55.
(5) The certificate of registration referred to in subsection (4) must state that
the limited partnership has legal personality.
(6) Without prejudice to section 50A, the name of a limited partnership with
legal personality must end with “Incorporated” or “Inc”.16

48D Consequences of legal personality

(1) A limited partnership with legal personality —
(a) is a body corporate with perpetual succession and unlimited
capacity; and
(b) has legal personality that is separate from that of its partners.
(2) A liability or obligation incurred by a general partner in the conduct of
the activities of a limited partnership with legal personality is the liability
or obligation of the partnership.
(3) However, if a limited partnership with legal personality fails to
discharge a liability or obligation, each general partner is personally
liable to make good the default.
(4) Where a general partner executes a document on behalf of a limited
partnership with legal personality, it is to be conclusively presumed in
favour of a person who is not a partner of the partnership that —
(a) the general partner has the authority under which the general
partner purports to act; and
(b) the executed document has been validly executed.17

48E Limited partnerships to keep accounting records

(1) This section does not limit section 30.
(2) Reliable accounting records must be kept in respect of a limited
partnership which —
(a) correctly explain the transactions of the partnership;
The Partnership Act 1909 Section 48


c AT 3 of 1909 Page 23

(b) enable the financial position of the partnership to be determined
with reasonable accuracy at any time; and
(c) allow financial statements to be prepared that give a true and fair
view of the state of affairs of the partnership.
(3) Invoices, contracts and any other information that the general partners
consider necessary or expedient must be retained to ensure that the
accounting records include —
(a) day to day entries of all sums of money received and expended by
the partnership and the matters in respect of which the receipt
and expenditure takes place;
(b) details of all sales, purchases and other transactions; and
(c) a record of the assets and liabilities of the partnership.
(4) When financial statements are prepared, they must —
(a) be approved by the general partners;
(b) include —
(i) a written statement recording the assets and liabilities of
the partnership on a specific date;
(ii) a written statement recording the receipts, payments and
other financial transactions undertaken by the partnership
for the period ending on the date of the statement referred
to in sub-paragraph (i); and
(iii) such notes as are necessary for a reasonable understanding
of the statements referred to in sub-paragraphs (i) and (ii).
(5) The accounting records must be preserved for not less than 6 years from
the end of the financial period for the partnership to which they relate.
(6) The accounting records must be kept at the limited partnership’s
principal place of business in the Island or such other place as the general
partners think fit and must be available for inspection by any partner
during ordinary business hours without charge.
(7) If the accounting records are kept at a place outside of the Island, copies
must be sent to, and kept at, a place in the Island, and must be available
for inspection by any partner during ordinary business hours without
charge.
(8) The copies of the accounting records mentioned in subsection (7) must be
updated at intervals not exceeding every 6 months.
(9) If the requirements of this section are not complied with, each of the
general partners is guilty of an offence.
(10) A person guilty of an offence under this section is liable —
(a) on conviction on information, to custody for not more than 2
years, a fine, or both;
Section 49 The Partnership Act 1909


Page 24 AT 3 of 1909 c

(b) on summary conviction, to custody for not more than 6 months, a
fine not exceeding £5,000, or both.18

49 Modifications of general law in case of limited partnerships

(1) A limited partner shall not take part in the management of the
partnership business, and shall not have the 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.
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.
(1A) A limited partner is not to be treated as taking part in the management of
the partnership business within the meaning of subsection (1) above by
doing one or more of the following —
(a) being a contractor for or an agent or employee of the limited
partnership or of a general partner;
(b) consulting with and advising a general partner with respect to the
business of the limited partnership;
(c) investigating, reviewing, approving or being advised as to the
accounts or business affairs of the limited partnership;
(d) acting as surety or guarantor for the limited partnership either
generally or in respect of specific obligations;
(e) approving or disapproving an amendment to the partnership
agreement; or
(f) voting as a limited partner in any matter relating to the affairs of
the partnership.19

(1B) The fact that any power which may be exercised or possessed by a
limited partner is not included in subsection (1A) shall not raise an
implication that the exercise or possession of that power constitutes the
taking part by the limited partner in the management of the
partnership.20

(1C) A limited partner is not to be treated as taking part in the management of
the partnership business within the meaning of subsection (1) above in
such cases or classes of case as are prescribed for the purposes of this
subsection in regulations made by the Treasury with the approval of
Tynwald.21

(1D) Where any case or class of case is prescribed for the purposes of
subsection (1C), a limited partner will have power to bind the firm in
such a case.22

The Partnership Act 1909 Section 49


c AT 3 of 1909 Page 25

(2) A limited partnership shall not be dissolved by the death or bankruptcy
of a limited partner, and the lunacy of a limited partner shall not be a
ground for the dissolution of the partnership by the court unless the
lunatic’s share cannot be otherwise ascertained and realized.
(3) 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.
(4) Applications to the court to wind up a limited partnership shall be by
petition under the Companies Acts, and the provisions of those Acts
relating to the winding-up of companies by the court and of the rules
made thereunder (including provisions as to fees) shall, subject to such
modifications (if any) as the Deemsters may by rules provide, apply to
the winding up by the court of limited partnerships, with the
substitution of general partners for directors.23

(5) Subject to any agreement expressed or implied between the partners —
(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:
(c) the other partners shall not be entitled to dissolve the 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.
49A Withdrawal of capital

(1) A limited partner may receive out of the capital of the limited
partnership a payment representing a return of the whole or part of his
contribution to the partnership if, and only if, —
(a) at the time of and immediately following the payment the limited
partnership is solvent and able to pay its debts as they fall due;
and
(b) at or before the time of payment (but in any event not more than 3
days before), the general partner or, where the general partner is a
body corporate, a director of the general partner, makes a
statutory declaration to that effect.
(2) Subject to subsection (2A), if a limited partner receives a payment
representing a return of the whole or part of his contribution to the
Section 50 The Partnership Act 1909


Page 26 AT 3 of 1909 c

partnership otherwise than in accordance with this section, he shall be
liable for the debts and obligations of the firm up to the amount so
received.24

(2A) In the case of a limited partnership which is a collective investment
scheme within the meaning of section 1 of the Collective Investment
Schemes Act 2008, subsection (2) shall apply in respect of a repayment
only during the 6 months immediately following the date on which the
repayment is made but this subsection shall not apply in the case of
fraud.25

(3) Subject to any agreement expressed or implied between the partners, the
receipt under this section of any payment representing a return of
contribution by a limited partner shall not be a ground for the
dissolution of the partnership.
(4) In this section, ‘receive’ shall include the release of any obligation
forming any part of the capital contribution.
(5) A statutory declaration made under subsection (1)(b) above shall be
retained by the general partner for a period of not less than 3 years.26

50 Manner and particulars of registration

The registration of a limited partnership shall be effected by sending by post or
delivering to the Department a statement signed by the partners containing the
following particulars: —
(a) The firm name;
(b) The general nature of the business;
(c) The principal place of 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;
(ff) the name and address of the person appointed to accept service
on behalf of the limited partnership;27

(g) [Repealed]28

(h) in respect of such classes of limited partnerships as may be
prescribed by regulations made by the Treasury, the sum
contributed by each limited partner and whether paid in cash or
how otherwise.29

The Partnership Act 1909 Section 51


c AT 3 of 1909 Page 27

50A Requirement for name approval
30

(1) The Company and Business Names etc Act 2012 has effect in respect of the
names of limited partnerships registered under this Part.31

(2) The requirements of that Act are additional to the requirements of this
Part.32

(3) [Repealed]33

(4) [Repealed]34

(5) [Repealed]35

51 Registration of changes in partnerships

(1) If during the continuance of a limited partnership any change is made or
occurs in —
(a) the firm name (such a change being subject to compliance with
the requirements of the Company and Business Names etc Act
2012);36

(aa) the general nature of business;37

(b) [Repealed]38

(c) the principal place of business;
(cc) the partners or the name of any partner;39

(d) [Repealed]40

(e) the term or character of the partnership;
(f) the name and address of the person appointed to accept service
on behalf of the limited partnership;41

(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,
a statement, signed by the firm, specifying the nature of the change shall
within 1 month be sent by post or delivered to the Department.42

(1A) During the continuance of a limited partnership, an annual statement
shall be made up to the date of each anniversary of the first registration
of the partnership and shall, within 1 month of that date, be sent by post
or delivered to the Department.43

(1B) The annual statement must state —
(a) the firm name;
(b) the general nature of the business;
(c) the principal place of business;
(d) the name and address of each partner;44

Section 51 The Partnership Act 1909


Page 28 AT 3 of 1909 c

(e) the name and address of each person who has ceased to be a
partner since the last annual statement or, if there has been no
previous statement, since registration of the partnership;45

(f) a description of every limited partner or former limited partner as
such;
(g) in respect of such classes of limited partnerships as may be
prescribed by regulations made by the Treasury, the sum
contributed by —
(i) each limited partner; and
(ii) each person who has ceased to be a partner since the last
annual statement, or, if there has been no previous
statement, since registration of the partnership.46

(1C) The annual statement shall be signed by the general partner or, where
the general partner is a body corporate, by a director of the general
partner.47

(2) If default is made in compliance with the requirements of this section
each of the general partners shall on conviction by a court of summary
jurisdiction, be liable to a fine of £5,000.48

51A Department may strike off defunct limited partnership

(1) Where the Department has reasonable cause to believe that a limited
partnership is not carrying on business or in operation, it may send to
any general partner a letter —
(a) inquiring whether the limited partnership is carrying on business
or in operation; and
(b) stating that if no answer is received within two months from the
date of the letter, a notice will be published with a view to striking
the name of the limited partnership off the register.49

(2) A letter under subsection (1) of this section shall be sent by recorded
delivery.
(3) If the Department either receives an answer to the effect that the limited
partnership is not carrying on business or in operation, or does not
within two months after sending the letter under subsection (1) of this
section receive any answer, it will publish and send to the limited
partnership by post, a notice that at the expiration of two months from
the date of that notice the name of the limited partnership will, unless
cause is shown to the contrary, be struck off the register.50

(4) If the Department has reasonable cause to believe either that no general
partner is acting, or that the affairs of the limited partnership are fully
wound up, it shall publish and send to the limited partnership, the
general partner and the person appointed to accept on behalf of the
The Partnership Act 1909 Section 52


c AT 3 of 1909 Page 29

partnership service of documents under section 48A(2), a like notice as is
provided in the preceding subsection.51

(5) At the expiration of the time mentioned in the notice the Department
may, unless cause to the contrary is previously shown by the limited
partnership, strike its name off the register, and shall publish notice
thereof; provided that nothing in this subsection shall affect the power of
the court to dissolve a limited partnership the name of which has been
struck off the register.52

(6) If a partner thereof feels aggrieved by the limited partnership having
been struck off the register, the court on an application made by a
partner before the expiration of 12 years from the publication of the
notice aforesaid may, if satisfied that the limited partnership was at the
time of the striking off carrying on business or in operation, or otherwise
that it is just that the limited partnership be restored to the register, order
the name of the limited partnership to be restored to the register upon
such terms and conditions and with such directions as it deems fit, and
upon an office copy of the order being delivered to the Department for
registration together with such fee as may be prescribed under section 59
the limited partnership shall be restored to the register.53

(7) For the purposes of this section a notice shall be considered published —
(a) by placing a notice in one edition of a newspaper published and
circulating in the Isle of Man; and
(b) by placing a notice on the Department website for one month;
and54

(c) by the Department maintaining a current list in the prescribed
form and with the prescribed particulars, of limited partnerships
in respect of which notice has been published and by making such
list available for inspection by any person.55

52 Advertisement in newspapers of statement of general partner

becoming a limited partner

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,
shall be forthwith advertised in two newspapers regularly published in this Isle,
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.56

Section 53 The Partnership Act 1909


Page 30 AT 3 of 1909 c

53 [Repealed]
57

54 Making false returns to be misdemeanour

Every one commits a misdemeanour, and shall be liable to imprisonment with
hard labour for a term not exceeding two years, who makes, signs, sends, or
delivers for the purpose of registration under this Act any false statement
known by him to be false.58

55 Department to file statement and issue certificate of registration

On receiving any statement made in pursuance of this Act the Department shall
cause the same to be filed, and it shall send by post to the firm from whom such
statement shall have been received a certificate of the registration thereof.59

56 Register and index to be kept

The Department shall keep, in document or non-document form, a register and
an index of all limited partnerships registered as aforesaid, and of all the
statements registered in relation to such partnerships.60

57 Office for registration of limited partnerships

(1) The office for the registration of companies shall be the office for the
registration of limited partnerships.
(2) Subject to subsection (5) a document shall be deemed not to have been
submitted to the Department (whether by delivery, filing, production,
forwarding, lodging, electronic filing in the prescribed format, or
otherwise) until the time when it is accepted for registration or otherwise
received by the Department.61

(3) If in the opinion of the Department any document submitted to it under
this Act —
(a) contains any matter contrary to law; or
(b) does not comply with this Act; or
(c) has not been duly completed; or
(d) contains any misdescription or error, or any matter that is not
clearly legible; or
(e) is not furnished in such manner and conforming to such
requirements as the Department may reasonably require for the
purpose of enabling the processing and copying of the document;
or62

(f) is not accompanied by the correct fee or duty; or
(g) is not in the prescribed format;
The Partnership Act 1909 Section 58


c AT 3 of 1909 Page 31

it may refuse to accept for registration or otherwise receive the
document, and it may request either that the document be appropriately
amended or completed and submitted to it again or that a fresh
document be submitted in its place or that the document be submitted
again with the correct fee or duty.63

(4) The Department may require any person who submits a document to it
under this Act to produce to it such information as the it considers
necessary in order to form an opinion whether it may refuse under
subsection (3) to accept for registration or otherwise receive the
document.64

(5) Without prejudice to section 50A(5) any person who is aggrieved by the
refusal of the Department to register or receive any document submitted
to it under this Act may appeal to a Court of Summary Jurisdiction
within 21 days after the date of the refusal or within such further time as
the Court may allow.65

(6) On hearing the appeal, the Court of Summary Jurisdiction may confirm
the refusal or give such directions or make such determination in the
matter as the Court thinks fit.66

58 Inspection of statements registered

(1) Any person may inspect the statements filed by the Department in the
registry office aforesaid, and there shall be paid the sum of 5p for each
inspection; and 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 Department, and there shall be paid for
such certificate of registration, certified copy, or extract, a sum not
exceeding 3p for each full folio of eighty words, or for part of a folio
when less than a full folio.67

(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 by the
Department (which it shall not be necessary to prove to be the
Department) shall, in all legal proceedings, civil or criminal, and in all
cases whatsoever be received in evidence.68

59 Power of Department to make rules

(1) The Department may make rules concerning any of the following
matters —
(a) the fees to be paid to the Department under this Act;69

(b) the forms to be used for the purposes of this Act;
(c) the conduct and regulation of registration under this Act and any
matters incidental thereto.70

Section 60 The Partnership Act 1909


Page 32 AT 3 of 1909 c

(1A) The Department may by regulations exempt, subject to conditions, any
class of limited partnership from such of the provisions of sections 50, 51
and 52 as may be prescribed.71

(2) Rules under subsection (1) and regulations under subsection (1A) shall
not —
(a) be made under paragraph (1)(a) except with the concurrence of
the Treasury; and72

(b) shall not take effect until they have been approved by Tynwald.73

60 Power to make orders as to the disposal of valueless documents

(1) Where a limited partnership has been dissolved under this Act the
Department after consultation with the Isle of Man Financial Services
Authority and the Chief Registrar may at any time after the expiration of
12 years (or 2 years where subsection (2) applies) from the date of
dissolution order the disposal, by destruction or otherwise, of documents
relating to that partnership which are in the registry of companies, the
Public Record Office or any repository referred to in section 1(5) of the
Public Records Act 1999 and which are not of sufficient public value to
justify their preservation.74

(2) The Department may make an order under subsection (1) at any time
after the expiration of 2 years from such dissolution if it is satisfied that it
has in its custody a copy of any document disposed of under that
subsection.75

(3) A copy of any document to which subsection (2) above applies shall for
the purposes of this Act, be treated as if it were the original document
and if the copy is not kept in a legible form, any duty of the Department
to allow inspection of, or to furnish a copy of, the document or any part
of it is to be treated as a duty to allow inspection of, or to furnish a
reproduction of the copy or of the relevant part of it in legible form.76

The Partnership Act 1909 Endnotes


c AT 3 of 1909 Page 33

ENDNOTES

Table of Legislation History

Legislation Year and No Commencement






Table of Renumbered Provisions

Original Current






Table of Endnote References

1
Definition of “Department” inserted by SD155/10 Sch 2. 2
Definition of “the registrar” repealed by Companies (Transfer of Functions) Act 2000
Schs 1 and 3. 3
Subpara (c) amended by Civil Partnership Act 2011 Sch 14. 4
Subs (2) inserted by Partnership (Amendment) Act 2012 s 3(2). 5
Subs (1) amended by Statute Law Revision Act 1982 Sch 1. 6
Para (a) repealed by Mental Health Act 1974 Sch 5. 7
Subs (2) amended by Companies Act 1986 s 31. 8
Subs (2A) inserted by Companies Act 1986 s 31. 9
Subs (2B) inserted by Companies Act 1986 s 31 and amended by International
Business Act 1994 Sch 1. 10
Subs (2C) repealed by International Business Act 1994 Sch 1. 11
Subs (3) repealed by International Business Act 1994 Sch 1. 12
Subs (4) amended by International Business Act 1994 Sch 1. 13
Subs (2) added by International Business Act 1994 Sch 1. 14
S 48A inserted by International Business Act 1994 Sch 1. Subs (3) amended by Statute
Law Revision Act 1997 Sch 1. 15
S 48B inserted by Limited Partnership (Legal Personality) Act 2011 s 2. 16
S 48C inserted by Limited Partnership (Legal Personality) Act 2011 s 2 17
S 48D inserted by Limited Partnership (Legal Personality) Act 2011 s
2. 18
S 48E inserted by Partnership (Amendment) Act 2012 s 4. 19
Subs (1A) inserted by International Business Act 1994 Sch 1. 20
Subs (1B) inserted by International Business Act 1994 Sch 1.
Endnotes The Partnership Act 1909


Page 34 AT 3 of 1909 c

21
Subs (1C) inserted by Limited Liability Companies Act 1996 s 52. 22
Subs (1D) inserted by Limited Liability Companies Act 1996 s 52. 23
Subs (4) amended by High Court Act 1991 Sch 3. 24
Subs (2) amended by Limited Liability Companies Act 1996 s 52. 25
Subs (2A) inserted by Limited Liability Companies Act 1996 s 52 and amended by
Collective Investment Schemes Act 2008 Sch 6. 26
S 49A inserted by International Business Act 1994 Sch 1. 27
Para (ff) inserted by Companies, etc. (Amendment) Act 2003 Sch 1. 28
Para (g) repealed by Limited Liability Companies Act 1996 s 52. 29
S 50 amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by SD155/10
Sch 2. Para (h) added by Statute Law Revision Act 1997 Sch 1. 30
S 50A heading substituted by Company and Business Names etc Act 2012 Sch. 31
Subs (1) substituted by Company and Business Names etc Act 2012 Sch. 32
Subs (2) substituted by Company and Business Names etc Act 2012 Sch. 33
Subs (3) repealed by Company and Business Names etc Act 2012 Sch. 34
Subs (4) repealed by Company and Business Names etc Act 2012 Sch. 35
Subs (5) repealed by Company and Business Names etc Act 2012 Sch. 36
Para (a) amended by Company and Business Names etc Act 2012 Sch. 37
Para (aa) inserted by Companies, etc. (Amendment) Act 2003 Sch 1. 38
Para (b) repealed by International Business Act 1994 Sch 1. 39
Para (cc) inserted by Companies, etc. (Amendment) Act 2003 Sch 1. 40
Para (d) repealed by International Business Act 1994 Sch 1. 41
Para (f) substituted by International Business Act 1994 Sch 1 and amended by Statute
Law Revision Act 1997 Sch 1. 42
Subs (1) amended by International Business Act 1994 Sch 1, by Companies (Transfer
of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 43
Subs (1A) inserted by International Business Act 1994 Sch 1 and amended by
Companies (Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 44
Para (d) amended by Limited Liability Companies Act 1996 s 52. 45
Para (e) amended by Limited Liability Companies Act 1996 s 52. 46
Subs (1B) inserted by International Business Act 1994 Sch 1. Para (g) added by Statute
Law Revision Act 1997 Sch 1. 47
Subs (1C) inserted by International Business Act 1994 Sch 1. 48
Subs (2) amended by International Business Act 1994 Sch 1 and by Statute Law
Revision Act 1997 Sch 1 . 49
Subs (1) amended by SD155/10 Sch 2. 50
Subs (3) amended by SD155/10 Sch 2. 51
Subs (4) amended by SD155/10 Sch 2 and by Interpretation Act 1976 s 16A. 52
Subs (5) amended by SD155/10 Sch 2. 53
Subs (6) amended by SD155/10 Sch 2. 54
Para (b) amended by SD155/10 Sch 2.
The Partnership Act 1909 Endnotes


c AT 3 of 1909 Page 35

55
S 51A inserted by Companies, etc. (Amendment) Act 2003 s 26 and amended by
SD155/10 Sch 2. Para (c) amended by SD155/10 Sch 2. 56
S 52 amended by International Business Act 1994 Sch 1. 57
S 53 repealed by Companies Act 1992 Sch 7. 58
Reference to hard labour to be construed in accordance with Custody Act 1995 Sch 3
para 1. 59
S 55 amended by Companies (Transfer of Functions) Act 2000 Sch 1, by
Interpretation Act 1976 s 16A and by SD155/10 Sch 2. 60
S 56 amended by International Business Act 1994 Sch 1, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 61
Subs (2) amended by SD155/10 Sch 2. 62
Para (e) amended by SD155/10 Sch 2. 63
Subs (3) amended by SD155/10 Sch 2. 64
Subs (4) amended by SD155/10 Sch 2 and by Interpretation Act 1976 s 16A. 65
Subs (5) amended by SD155/10 Sch 2. 66
S 57 substituted by Companies, etc. (Amendment) Act 2003 s 27. 67
Subs (1) amended by Decimal Currency Act 1970 s 9, by Companies (Transfer of
Functions) Act 2000 Sch 1 and by SD155/10 Sch 2. 68
Subs (2) amended by Companies (Transfer of Functions) Act 2000 Sch 1, by SD155/10
Sch 2 and by Interpretation Act 1976 s 16A. 69
Para (a) amended by SD155/10 Sch 2. 70
Subs (1) substituted by Companies (Transfer of Functions) Act 2000 Sch 2 and
amended by SD155/10 Sch 2. 71
Subs (1A) inserted by Companies, etc. (Amendment) Act 2003 Sch 1 and amended by
SD155/10 Sch 2. 72
Para (a) amended by Treasury Act 1985 Sch 2, by Companies (Transfer of Functions)
Act 2000 Sch 2 and by Companies, etc. (Amendment) Act 2003 Sch 1. 73
S 59 amended by SD155/10 Sch 2. Subs (2) added by Governor’s General Functions
(Transfer) Act 1980 Sch 1 and amended by Companies, etc. (Amendment) Act 2003 Sch
1. 74
Subs (1) amended by SD155/10 Sch 2 and by SD2015/0090 as amended by
SD2015/0276. 75
Subs (2) amended by SD155/10 Sch 2. 76
S 60 added by Companies, etc. (Amendment) Act 2003 s 28. Subs (3) amended by
SD155/10 Sch 2.