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INCORPORATED PRIVATE
PARTNERSHIPS ACT, 1962 ACT 152
ARRANGEMENT OF SECTIONS
Preliminary
1. Meaning of partnership.
Registration
2. Registration of partnership
firms.
3. Method of registration.
4. Issue and effect of
certificate of registration.
5. Registration of changes.
6. Annual renewal of
registration.
7. Penalties and disabilities
for breach of section 2, 3, 5 or
6.
8. Maintenance of register.
9. No constructive notice of
registered documents.
Nature of the Firm
10. Corporate personality of the
firm.
Publicity
11. Publication of firm name and
partners’ names.
Relations of Firm and Partners
to Persons Dealing with Them
12. Power of partners to bind
the firm.
13. Acts on behalf of the firm.
14. Nature of liability of firm
and partners.
15. Liabilities of incoming and
outgoing partners.
16. Persons liable by
holding-out.
17. Revocation of continuing
guarantees.
18. Procedure for a partner’s
separate judgment debt.
Mortgages and Charges
19. Power to grant floating
charges.
20. Registration of particulars
of charges.
21. Charges to secure
fluctuating amounts.
22. Charges on property
acquired.
23. Existing charges.
24. Duty to send particulars for
registration.
25. Register of particulars of
charges.
26. Entry of satisfaction on
discharge.
27. Rectification of register of
particulars of charges.
28. Registration of enforcement
of security.
29. Registration constituting
notice.
Accounts
30. Keeping of accounts.
31. Partners’ access to
accounts.
Relation of Partners to One
Another
32. Fiduciary relationship of
partners.
33. Rules applying in absence of
contrary agreement.
34. Presumed continuance of
terms of partnership agreement.
35. Nature of interests of
partners.
36. Rights of assignee of
partner’s interest in firm.
Withdrawal from Firm and
Consequences of Withdrawal
37. Cessation of membership of
firm.
38. Withdrawal of a partner not
to affect the others.
39. Action by continuing
partners.
40. Apportionment of premium.
41. Rights under agreement
rescinded for misrepresentation.
Winding-up of Firm
42. Modes of winding-up.
43. Continuance of firm until
dissolution.
44. Winding-up as result of
joint insolvency proceedings.
45. Winding-up under order of
High Court.
46. Voluntary winding-up.
47. Notification that firm is
being wound up.
48. Application of firm’s
property.
49. Dissolution after
winding-up.
gp
50. Dissolution of moribund
firms.
51. Dissolution of defaulting
firms.
52. Appeals to the High Court
against dissolution.
Supplemental
53. Applications and appeals to
the High Court.
54. Fees.
55. Inspection and copies of
registered documents.
56. Saving of rules of equity
and common law.
57. Conversion of existing
companies into partnerships.
58. Rules.
59. Interpretation.
60. Commencement.
SCHEDULES
First Schedule Table of Fees to
be Paid to the Registrar
Second Schedule Re-registration
under this Act of Companies
Registered under
the Companies Act
ACT 152
INCORPORATED PRIVATE
PARTNERSHIPS ACT, 19621(1)
AN ACT to provide for the
incorporation and registration
of partnerships and to declare
and
amend the applicable laws and to
provide for related matters.
Preliminary
1. Meaning of partnership
(1) Partnership means the
association of two or more
individuals carrying on business
jointly for the
purpose of making profits.
(2) For the purposes of
subsection (1), an association
of members is not a partnership
if it is
(a) a company registered under
the Companies Ordinance, or a
statutory re-enactment of that
Ordinance unless it is
re-registered in accordance with
section 57 and the Second
Schedule;2(2)
(b) a company, body corporate,
or unincorporated association
formed under any other
enactment;
(c) a body corporate formed in
accordance with the law of a
foreign country whether or not
carrying on business in the
Republic;
(d) a joint venture without a
firm name for one or more
specific operations.
(3) Family ownership or
co-ownership of property does
not of itself create a
partnership whether or
not the family or co-owners
share the profits made by the
use of that property.
(4) Subject to this section, the
sharing of the net profits of a
business is a prima facie
evidence of a
partnership, but,
(a) the remuneration of a
servant or agent of a person
engaged in business by a share
of profits
of the business does not of
itself make the servant or agent
a partner; and
(b) a person is not a partner
for the purposes of this Act, if
it is shown that that person did
not
participate in the carrying on
of the business and was not
authorised so to do.
Registration
2. Registration of partnership
firms
(1) Omitted.3(3)
(2) A partnership consisting of
more than twenty persons or of
which a body corporate is a
member
shall not be registered under
this Act.
3. Method of registration
(1) Registration under this Act
shall be effected by sending or
delivering to the Registrar for
registration a copy of the
partnership agreement and a
statement in the prescribed form
signed by the
partners containing
(a) the firm name of the
partnership,
(b) the general nature of the
business,
(c) the address, which includes
an electronic address, and post
office box number of,
(i) the principal place of
business of the partnership, and
(ii) any other places in the
Republic at which the business
is carried on,
(d) the names and the former
residential addresses and
business occupations of the
partners,
(e) the date of commencement of
the partnership, unless the
partnership has commenced more
than twelve months prior to the
date of the commencement, and
(f) particulars of the charges
requiring registration under
section 23, or a statement that
there are
no charges requiring
registration.
(2) Where particulars of a
charge require registration
under section 23, the statement
shall be
accompanied by the documents
required by that section.
(3) The Registrar shall, on
payment of the prescribed fee,
register the statement, unless
in the opinion
of the Registrar,
(a) the partnership is not one
which is registrable under this
Act,
(b) any of the businesses which
the partnership has been
carrying on, or is to carry on,
is
unlawful,
(c) the name of the firm is
misleading or undesirable,
(d) any of the partners is an
infant or of unsound mind or a
person who, within the preceding
five years, has been charged
with fraud or dishonesty,
whether convicted or not, in
connection with a trade or
business or is an undischarged
bankrupt, or
(e) the statement is incomplete,
illegible, inaccurate,
irregular, or on paper
insufficiently durable
to be suitable for registration.
(4) For the purposes of forming
an opinion in accordance with
subsection (3), the Registrar
(a) may call on a partner or
former partner to supply any
relevant information, and
(b) may require the books and
accounts of the partnership to
be produced for inspection.
(5) Where the Registrar refuses
registration on a ground
specified in paragraph (a), (b)
or (d) of
subsection (3), a partner or
person claiming to be a partner
may appeal to the High Court
against the
decision of the Registrar in
accordance with subsection (2)
of section 53.
(6) The Registration of Business
Names Act, 1962 (Act 151) shall
not apply to a firm registered
under
this Act and not struck off the
register under section 49, 50 or
51.
4. Issue and effect of
certificate of registration
(1) On registration the
Registrar shall certify under
seal that the firm has been
registered and is
incorporated and the certificate
shall state the names of the
partners and that their
liability is not limited.
(2) The Registrar shall insert a
notice in the Gazette stating
the issue of the certificate and
the terms of
the certificate.
(3) The certificate, or a copy
of the certificate certified as
correct and signed personally by
the
Registrar, or the Gazette
containing the notice referred
to in subsection (2), is
conclusive evidence that the
firm has been duly incorporated
under this Act.
5. Registration of changes
(1) Where a change is made or
has occurred in any of the
particulars registered in
accordance with the
Act, the existing partners
shall, within twenty-eight days
after the change, deliver to the
Registrar for
registration a statement in the
prescribed form signed by the
partners or their agents
authorised in writing,
containing particulars of the
change.
(2) Subsections (3), (4) and (5)
of section 3 shall apply as if
the statement were a statement
delivered
for registration under that
section.
(3) Where the change is of the
firm name or of the identity of
the partners, the Registrar, on
registration of the statement,
shall issue an amended
certificate of registration and
shall insert a notice in
the Gazette stating the issue of
the certificate and the terms of
the certificate.
6. Annual renewal of
registration
(1) Once in every year the
partners shall deliver to the
Registrar for registration a
statement in the
prescribed form renewing the
registration.
(2) In the case of a partnership
registered
(a) between the 1st day of
January and the 30th day of June
in a year, the notice shall be
delivered for registration
within 28 days after the 1st day
of January each year; and
(b) between the 1st day of July
and the 31st day of December in
a year, the notice shall be
delivered for registration
within 28 days after the 1st day
of July each year.
(3) Subsections (3), (4) and (5)
of section 3 shall apply as if
the statement were a statement
delivered
for registration under that
section.
7. Penalties and disabilities
for breach of section 2, 3, 5 or
6
(1) In the event of a default in
complying with section 2, 3, 5
or 6,
(a) a partner is liable to a
fine not exceeding twenty-five
penalty units for each day
during which
the default continues;
(b) the rights of the firm
concerned and of the partners
arising out of a contract made
during the
time that the default continues
are not enforceable by action or
any other legal proceedings.
(2) For the purposes of
subsection (1),
(a) the firm may apply to the
High Court for relief against
the disability imposed by
paragraph
(b) of that subsection, and the
High Court, on being satisfied
that it is just and equitable to
grant relief, may grant the
relief generally or as respects
a particular contract and on the
conditions imposed by the Court;
(b) paragraph (b) does not
prejudice the rights of any
other parties as against the
firm or the
partners, or any other person,
in respect of the contract;
(c) if an action or a proceeding
is commenced by any other party
against the firm or the partners
to enforce the rights of that
party in respect of the
contract, paragraph (b) does not
preclude
the firm or the partners from
enforcing in that action or
proceeding by way of
counter-claim,
set-off or otherwise, those
rights which the firm or the
partner may have against that
party in
respect of that contract.
(3) Where there is an error or
omission in a statement or a
notice delivered to the
Registrar in
accordance with sections 3, 5 or
6 a partner in the firm
concerned is liable to a fine
not exceeding two
hundred and fifty penalty units.
8. Maintenance of register
The Registrar shall maintain a
register and an index of the
firms registered under this Act,
and of the
statements and notices relating
to each firm so registered.
9. No constructive notice of
registered documents
Except as provided by section
33, a person does not have
knowledge of any particulars by
reason only
that the particulars are stated
or referred to in a statement or
notice registered in accordance
with this Act.
Nature of the Firm
10. Corporate personality of the
firm
(1) From the date of
registration mentioned in the
certificate of registration
issued in accordance with
section 4, the firm is a body
corporate under the firm name,
distinct from the partners of
whom it is
composed, and capable of
exercising the powers of a
natural person of full capacity
in so far as those
powers can be exercised by a
body corporate.
(2) Despite a change in the
constitution of the partnership,
the firm shall continue to exist
as a
corporate body until dissolved
in accordance with section 49,
50 or 51.
(3) Although the firm is a body
corporate, each partner in the
firm is liable, without
limitation, for the
debts and obligations of the
firm in the manner referred to
in section 14, but is entitled
to an indemnity
from the firm and to
contribution from the
co-partners in accordance with
the rights of that partner under
the partnership agreement.
Publicity
11. Publication of firm name and
partners’ names
(1) A firm shall
(a) carry on business only under
the registered firm name, and
shall paint or affix, and keep
painted or affixed, the
registered firm name on the
outside of the office or place
in which its
business is carried on, in a
conspicuous position in letters
easily legible;
(b) accurately mention in
legible characters at the head
of the trade circulars and
business letters
of the firm, the registered firm
name and the present forenames
or the initials of the firm
name and the former forenames or
surnames of the partners in the
firm;
(c) keep exhibited in a
conspicuous position at the
principal place of business of
the firm, the
firm’s latest certificate of
registration issued under
section 5 or 6.
(2) Where there is a default in
complying with this section the
firm is liable to a fine not
exceeding
two hundred and fifty penalty
units.
Relations of Firm and Partners
to Persons Dealing with Them
12. Power of partners to bind
the firm
(1) A partner is an agent of the
firm for the purposes of the
business of the firm.
(2) The acts of a partner binds
the firm if,
(a) the acts were authorised,
expressly or impliedly, by the
other partners or were
subsequently
ratified by them;
(b) the acts were done for
carrying on in the usual way
business of the kind carried on
by the
firm, unless the partner so
acting does not in fact have the
authority to act for the firm in
the
particular matter and the person
with whom that partner is
dealing knows that the partner
does not have the authority.
(3) Where the acts of a partner
are for a purpose apparently not
connected with the firm’s
ordinary
course of business, the firm is
not bound unless the partner is
in fact authorised by the other
partners or
the act is subsequently ratified
by them.
(4) Where it has been agreed
between the partners that a
restriction shall be placed on
the power of
any one or more of the them to
bind the firm, an act done in
contravention of the agreement
is not binding
on the firm with respect to
persons having notice of the
agreement.
(5) An agreement purporting to
limit the extent of the
liability of the firm or of the
partners in respect
of an act binding the firm is
not effective except as between
the actual parties to the
agreement.
13. Acts on behalf of the firm
(1) An act or instrument
relating to the business of a
firm and done or executed in the
firm name, or in
any other manner showing an
intention to bind the firm by a
person so authorised, whether a
partner or
not, is binding on the firm.
(2) Subsection (1) does not
affect a general rule of law
relating to the execution of
deeds or negotiable
instruments.
14. Nature of liability of firm
and partners
A partner in a firm is jointly
and severally liable with the
firm and the other partners for
the debts and
obligations of the firm incurred
while that partner remains a
partner.
15. Liabilities of incoming and
outgoing partners
(1) A person who is admitted as
a partner into an existing firm
is not liable to the creditors
of the firm
for anything done before that
person became a partner.
(2) A partner who retires from a
firm shall not cease to be
liable for the debts or
obligations of the
firm incurred before the
retirement.
(3) A retiring partner may be
discharged from an existing
liability by an agreement to
that effect
between the retiring partner and
the firm and the creditor, and
this agreement may be expressed
or
inferred as a fact from the
course of dealing between the
creditor and the firm as newly
constituted.
(4) Where a person deals with a
firm after the retirement of a
partner whom that person knew to
be a
partner in the firm, that person
is entitled to treat the retired
partner as still being a partner
until that
person has notice of the
retirement and the retired
partner is liable accordingly.
(5) A person who had dealings
with the firm prior to the
retirement shall not be deemed
to have notice
of the retirement, unless that
person has actual knowledge of
the retirement.
(6) An advertisement in a daily
newspaper circulating in the
district in which is situated
the principal
place of business of the firm is
notice to persons who have not
had dealings with the firm prior
to the
retirement.
(7) The estate of a partner who
dies or has an insolvency order
made against that partner under
the
Insolvency Act, 1962 (Act 153)
or, subject as provided by
subsections (4) and (5) of this
section, a
partner who retires, is not
liable for the debts or
obligations of the firm
contracted or incurred after the
date of the death, insolvency
order, or retirement
respectively.
16. Persons liable by
holding-out
(1) A person who by words spoken
or written or by conduct
personally represents, or who
knowingly
allows that person to be
represented, as a partner in a
particular firm is liable as a
partner to any other
person who has, on the faith of
that representation, allowed the
firm to incur debts or
obligations to that
person whether the
representation has or has not
been made or communicated to
that other person by or
with the knowledge of the
apparent partner making the
representation or suffering it
to be made.
(2) Where after the partner’s
death or retirement the firm
continues to do business in the
same firm
name, the continued use of that
name or of the former partner’s
name as part of the name, shall
not of
itself make the deceased partner
or the estate of that deceased
partner liable for the debts or
obligations of
the firm contracted or incurred
after the death or retirement.
17. Revocation of continuing
guarantees
(1) A continuing guarantee given
to a third person in respect of
the transactions of a firm
shall, in the
absence of an agreement to the
contrary, be revoked as to
future trans-actions by a change
in the partners
who are members of the firm.
(2) A continuing guarantee given
to a firm in respect of the
transactions of a third person
shall not, in
the absence of an agreement to
the contrary, be revoked as to
future transactions by a change
in the
partners who are members of the
firm.
18. Procedure for a partner’s
separate judgment debt
(1) A writ of execution shall
not issue against the property
of a firm except on a judgment
against the
firm.
(2) Where judgment is recovered
against a partner, the High
Court
(a) may, on the application of
the judgment creditor, make an
order charging the partner’s
interest in the firm with
payment of the amount of the
judgment debt and interest on
the
judgment debt, and
(b) 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
that may be coming to that
partner in respect of the
partnership, and
(c) may direct the accounts and
inquiries, and give any other
orders and directions which
might
have been given or directed 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 partners may at
any time redeem the interest
charged or, in the case of a
sale being
directed, may purchase the same.
Mortgages and Charges
19. Power to grant floating
charges
(1) A firm may grant a floating
charge over the whole or a
specified part of its
undertaking and assets.
(2) A floating charge is an
equitable charge on the whole or
a specified part of the firm’s
undertaking
and assets both present and
future, but the charge does not
preclude the firm from dealing
with those
assets until,
(a) the security becomes
enforceable in accordance with
the provisions of the charge and
the
chargee, pursuant to a power in
that behalf in the instrument of
charge, appoints a receiver or
manager or enters into
possession of those assets, or
(b) the High Court appoints a
receiver or manager of those
assets on the application of the
chargee, or
(c) the firm goes into
liquidation.
(3) On the happening of an event
as is specified in the
subsection (2), the charge shall
crystallise and
become a fixed equitable charge
on any of the firm’s assets that
are subject to the charge; and
if a receiver
or manager is withdrawn with the
consent of the chargee or the
chargee withdraws from
possession before
the charge has been fully
discharged, the charge shall
cease to be a fixed charge and
shall become a
floating charge.
(4) A fixed charge on a property
has priority over a floating
charge affecting that property,
unless the
terms on which the floating
charge was granted prohibited
the firm from granting a later
charge having
priority over the floating
charge, and the person in whose
favour the fixed charge was
granted had actual
notice of that prohibition at
the time when the charge was
granted to that person.
(5) After a floating charge has
been granted over a part of the
undertaking and assets of a
firm, a
payment or return shall not be
made to a partner by the firm
out of the assets subject to the
charge, except
to the extent agreed by the
chargee, and if that payment or
return is made without that
agreement the
security of the charge shall
become immediately enforceable.
20. Registration of particulars
of charges
(1) A charge, other than those
specified in subsection (3),
created after the date of
registration of the
firm pursuant to section 3 by a
firm, or by a partner in the
firm to secure a debt or an
obligation of the
firm, is void so far as a
security on the property of the
firm or a partner in the firm is
conferred, unless the
prescribed particulars together
with the original or a certified
copy of the instrument, by which
the charge
is created or is evidenced, are
delivered in the prescribed form
to the Registrar for
registration within
twenty-eight days after its
creation.
(2) This section does not
prejudice a contract or an
obligation for repayment of the
money secured
and when a charge becomes void
under this section the money
secured shall immediately become
payable
despite a provision to the
contrary in a contract.
(3) This section does not apply
to a pledge of, or possessory
lien on, goods, or to a charge
by way of
pledge, letter of hypothecation
or trust receipt, of bills of
lading, dock warrants or any
other documents of
title to goods, or of bills of
exchange, promissory notes or
any other negotiable securities
for money.
(4) The particulars requiring
delivery for registration under
this section are,
(a) the date of creation of the
charge,
(b) the nature of the charge,
(c) the amount of money secured
by the charge, or the maximum
sum of money deemed to be
secured in accordance with
section 21,
(d) short particulars of the
property charged,
(e) the grantor of the charge,
(f) the persons entitled to the
charge, and
(g) in the case of a floating
charge, the nature of a
restriction on the power of the
firm to grant
further charges ranking in
priority to, or simultaneously
and equally with, the charge
created.
(5) For the purposes of this
section, a certified copy is a
copy which has endorsed on it a
certificate to
the effect that it is a true and
complete copy of the original,
signed by a person interested in
the certified
copy otherwise than on behalf of
the firm or the partners; and
where the original is in a
language other
than English, the copy shall
contain an English translation
similarly certified to the
effect that it is an
accurate translation of the
original.
(6) This section does not affect
the provisions of any other
enactment relating to the
registration of
charges.
21. Charges to secure
fluctuating amounts
(1) Where a charge, particulars
of which require registration
under section 20, is expressed
to secure
sums of money due or to become
due or any other uncertain or
fluctuating amount, the
particulars
required under paragraph (c) of
subsection (4) of section 20
shall state the maximum sum of
money
deemed to be secured by the
charge, being the maximum sum of
money covered by the stamp duty
paid
on that sum or amount, and the
charge shall be void, so far as
a security on the firm’s or a
partner’s
property is thereby conferred,
as respects an excess over the
stated maximum.
(2) For the purposes of
subsection (1), if
(a) additional stamp duty is
subsequently paid on the charge,
and
(b) at any time after the
payment prior to the
commencement of the winding-up
of the firm,
amended particulars of the
charge stating the increased
maximum sum of money deemed to
be secured thereby, together
with the original instrument by
which the charge was created or
evidenced, are delivered to the
Registrar for registration,
then, as from the date of the
delivery, the charge, if
otherwise valid, is effective to
the extent of the
increased maximum sum of money
except as regards a person who,
prior to the date of the
delivery, has
acquired proprietary rights in,
or a fixed or floating charge
on, the property subject to the
charge.
22. Charges on property acquired
(1) Where a firm acquires a
property which is subject to a
charge of a kind that
particulars of it would,
if it had been created by the
firm after the acquisition of
the property, have been required
to be registered
under section 20, the firm shall
deliver particulars of the
charge together with the
document by which the
charge was created or evidenced
or a copy of the document
certified as provided in
subsection (5) of
section 20 to the Registrar for
registration within twenty-eight
days after the date on which the
acquisition
is completed.
(2) The particulars requiring
registration under subsection
(1) are those specified in
subsection (4) of
section 20 with the addition of
the date of the acquisition of
the property by the firm.
(3) Failure to comply with this
section does not affect the
validity of the charge.
23. Existing charges
(1) Where, at the date of first
registration of the firm in
accordance with section 3, the
firm or any of
the partners in the firm has
property on which there is a
charge particulars of which
would require
registration if it had been
created after the date of
registration of the firm, the
firm shall deliver particulars
of the charge as required by
section 20, together with the
document by which the charge was
created or a
copy of the document certified
as required by that section, to
the Registrar for registration
in accordance
with section 3.
(2) Failure to comply with
subsection (1) does not affect
the validity of the charge.
24. Duty to send particulars for
registration
(1) The firm shall send to the
Registrar for registration the
particulars required to be sent
under
sections 20 to 23, but
registration may be effected on
the application of a person
interested in the
registration.
(2) Where a firm defaults in
sending to the Registrar the
particulars requiring
registration then, unless
the particulars have been
delivered for registration by
any other person, the firm is
liable to a fine not
exceeding two hundred and fifty
penalty units.
25. Register of particulars of
charges
(1) The Registrar shall keep,
with respect to each firm, a
register of the particulars duly
delivered
pursuant to sections 20 to 23
and shall enter the particulars
in the register.
(2) The Registrar shall give a
certificate signed personally by
the Registrar, of the
registration of
particulars of a charge
registered in pursuance of
sections 20 to 23 and the
certificate is conclusive
evidence, except in favour of
the firm or of any other person
who has delivered false or
incomplete
particulars or an incorrect copy
of a document, that the
requirements of sections 20 to
23 have been
complied with.
(3) In the case of a charge of
the type referred to in section
21 the certificate shall state
the maximum
sum of money deemed to be
secured by the charge.
(4) The original or certified
copy of the charge delivered
with the particulars shall not
be registered or
retained by the Registrar.
26. Entry of satisfaction on
discharge
The Registrar shall, on an
application made in the
prescribed form and on
satisfactory evidence being
given with respect to a charge
of which particulars have been
registered,
(a) that the debt for which the
charge was given has been paid
or satisfied in whole or in
part, or
(b) that the whole or a part of
the property has been released
from the charge,
enter on the register a
memorandum of satisfaction in
whole or in part of the fact
that the whole or a part
of the property has been
released from the charge.
27. Rectification of register of
particulars of charges
(1) Where the High Court is
satisfied
(a) that the omission to
register particulars of a charge
within the time required by this
Act, or
(b) that the omission or
misstatement of the particulars
with respect to the charge was
accidental,
or due to inadvertence or to
some other sufficient cause, or
is not of a nature to prejudice
the
position of creditors of the
firm, or
(c) that on any other grounds it
is just and equitable to grant
relief,
may, on the application of the
firm or a person interested, and
on the terms which to the Court
are just and
expedient, order that the time
for registration shall be
extended, or that the omission
or misstatement shall
be corrected.
(2) Where the High Court grants
an extension of time for
registration, the charge shall
not, unless the
Court otherwise orders,
adversely affect a person who,
prior to the date of actual
registration of the
particulars of the charge, has
acquired a proprietary right in,
or a fixed or floating charge
on, the property
subject to the charge, and shall
be ineffective against the
Official Trustee and a creditor
of the firm if the
winding-up of the firm commences
before the date of actual
registration.
28. Registration of enforcement
of security
(1) A person who obtains an
order for the appointment of a
receiver of a property subject
to a charge
particulars of which require to
be delivered for registration
pursuant to sections 20 to 23,
or appoints a
receiver or enters into
possession of the property under
the powers contained in the
charge, shall give
notice of the fact in the
prescribed form, within ten days
from the date of the order of
appointment or
entry into possession, to the
Registrar who shall enter the
fact in the register of the
particulars of charges
relating to the firm.
(2) Where there is a default in
giving the notice required under
subsection (1), the receiver,
the person
entering into possession, the
firm, or a partner of the firm
who is in default is liable to a
fine not
exceeding twenty-five penalty
units for each day during which
the default continues.
(3) A person appointed receiver
of the property of the firm who
ceases to act as a receiver or a
person
who having entered into
possession goes out of
possession, shall, within ten
days of so ceasing to act or to
remain in possession, give
notice to that effect in the
prescribed form to the Registrar
who shall enter the
notice in the register of
particulars of charges.
(4) A person who defaults in
complying with the requirements
of subsection (3) is liable to a
fine not
exceeding twenty-five penalty
units for each day during which
the default continues.
(5) The Registrar shall publish
a copy of a notice given under
this section in the Gazette.
29. Registration constituting
notice
The registration of the
particulars on the register of
particulars of charges
constitute actual notice of
the particulars, but not of the
contents of a document referred
to in the particulars or
delivered with the
particulars to all persons and
for all purposes as from the
date of registration.
Accounts
30. Keeping of accounts
(1) A firm shall keep proper
accounts with respect to its
financial position and changes
in that position
and with respect to the control
of, and accounting for, the
property acquired whether for
resale or for use
in the firm’s business and in
particular with respect to,
(a) the sums of money received
and expended by or on behalf of
the firm and the matters in
respect of which the receipt and
expenditure takes place;
(b) the sales and purchases by
the firm of property, goods and
services;
(c) the assets and liabilities
of the firm and the interests of
the partners in those
liabilities and
interests.
(2) A firm shall, at intervals
of not more than fifteen months,
prepare
(a) a profit and loss account
giving a true and fair view of
the profit or loss of the firm
for the
period to which it relates, and
(b) a balance sheet giving a
true and fair view of the assets
and liabilities and state of
affairs of
the firm and of the value of the
interest of each of the partners
in the firm as at the end of the
period to which the profit and
loss account relates.
(3) The Registrar may, by order
published in the Gazette,
prescribe the form of, or
minimum
information to be given in,
accounts and balance sheets to
be kept and prepared in
accordance with this
section, and may require
accounts and balance sheets to
be audited and may prescribe the
qualifications of
auditors.
(4) Where there is a default in
maintaining or preparing the
accounts and balance sheet
required by
this section each partner is
liable to a fine not exceeding
five hundred penalty units.
31.
Partners’ access to accounts
Despite an agreement to the
contrary,
(a) a partner in the firm has a
right of access to the firm’s
accounts and may inspect and
copy
any of them, and
(b) a partner or former partner,
and the personal representative
of a deceased partner shall be
supplied with a copy of the
profit and loss account and
balance sheet prepared in
accordance
with section 30 and relating to
a period during which that
person was a partner in the
firm.
Relation of Partners to One
Another
32.
Fiduciary relationship of
partners
(1) Partners stand in a
fiduciary relationship towards
the firm and their co-partners.
(2) Without prejudice to the
generality of subsection (1),
(a) a partner is bound to render
to every other partner full
information of the things which
affect
the firm;
(b) a partner shall account to
the firm for a benefit derived
by that partner without the
consent of
the other partners from a
transaction concerning the firm
or from a use by that partner of
the
firm’s property, name or
business connection;
(c) if a partner, without the
consent of the other partners,
directly or indirectly carries
on a
business of the same nature as,
and competing with, that of the
firm, that partner shall
account for, and pay over to the
firm, the profits made by that
partner in that business.
33.
Rules applying in absence of
contrary agreement
(1) Subject to this Act the
mutual rights and duties of the
partners whether ascertained by
agreement
or by this section may be varied
by the consent of the other
partners, which consent may be
either express
or inferred from a course of
dealing.
(2) Subject to an agreement,
express or implied,
(a) the partners are entitled to
share equally in the capital and
profits of the firm and shall
contribute equally towards the
losses sustained by the firm;
(b) the firm shall indemnify a
partner in respect of the
payments made and personal
liabilities
incurred by that partner
(i) in the ordinary and proper
conduct of the business of the
firm, or
(ii)
in or about anything necessarily
done for the preservation of the
business or property
of the firm;
(c) a partner, making, for the
purpose of the firm, an actual
payment or an advance beyond the
amount of capital which that
partner has agreed to subscribe
is entitled to interest at the
rate
of five percent per annum from
the date of payment or advance;
(d) although the partnership
agreement provides for payment
of interest on the capital
subscribed
by a partner, a partner is not
entitled to payment of interest
before the ascertainment of the
profits of the firm;
(e) a partner may take part in
the management of the business
of the firm;
(f) a partner is not entitled to
remuneration for acting in the
firm’s business;
(g) a person shall not be
introduced as a partner without
the consent of that person and
the
consent of the existing
partners;
(h) a difference arising as to
ordinary matters connected with
the firm’s business may be
decided
by a majority of the partners,
but a change shall not be made
in the nature of the firm’s
business without the consent of
the existing partners;
(i) the partnership books and
accounts shall be kept at the
place of business of the firm or
the
principal place of business if
there is more than one.
(3) Subject to an express
agreement, where a partner
ceases to be a partner in the
firm subsections (3),
(4) and (5) of section 39 shall
apply.
34. Presumed continuance of
terms of partnership agreement
Where a partnership is expressed
to be for a fixed term, and,
after the expiration of that
term, the
partners or any of them
expressly or impliedly agree to
remain partners in the firm, the
rights and duties
of those partners, in the
absence of an agreement to the
contrary, shall 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.
35. Nature of interests of
partners
The interests of the partners in
the firm constitute a personal
estate and are not in the nature
of real or
immovable property.
36. Rights of assignee of
partner’s interest in firm
(1) An assignment by a partner
of the interest of that partner
in the firm, either absolute or
by way of a
charge, shall not, as against
the other partners, entitle the
assignee to interfere in the
management or
administration of the firm or to
require the accounts of the
firm’s transactions or to
inspect the partnership
books, but entitles the assignee
only to receive the share of
profits to which the assigning
partner would
otherwise be entitled, and the
assignee shall accept the
account of profits agreed to by
the partners.
(2) In the event of the
assigning partner ceasing to be
a partner in the firm the
assignee is entitled to
receive the amount which the
assigning partner or the estate
of the assigning partner would
be entitled to
receive personally as against
the other partners and, for the
purpose of ascertaining that
amount, to an
account as from the date of
ceasing to be a partner.
Withdrawal from Firm and
Consequences of Withdrawal
37. Cessation of membership of
firm
(1) A partner ceases to be a
partner in the firm in the event
of
(a) the death of the partner,
(b) the partner becoming an
alien enemy during a time of
war,
(c) an insolvency order being
made against the partner under
the Insolvency Act, 1962 (Act
153).
(2) If the other partners so
elect in writing, a partner
shall cease to be a partner in
the firm if that
partner suffers the interest of
that partner in the partnership
to be charged under section 20
for a separate
debt.
(3) A partnership agreement may
validly provide that on the
occurrence of any of the events
in the
agreement a partner shall cease
to be a partner automatically or
at the option of the other
partners.
(4) On application by a partner,
the High Court may order that a
partner shall cease to be a
partner in
the firm
(a) when the partner is shown to
the satisfaction of the Court to
have become permanently of
unsound mind;
(b) when the partner is shown to
the satisfaction of the Court to
have become in any other way
permanently incapable of
performing the requisite part of
the partnership agreement;
(c) when the partner is found
guilty of a conduct that, in the
opinion of the Court,
considering
the nature of the firm’s
business, is calculated
prejudicially to affect the
carrying on of the
business;
(d) when the partner wilfully or
persistently commits a breach of
the partnership agreement, or
the conduct of the partner in
matters relating to the firm’s
business is not reasonably
practicable for the other
partners to carry on the
business in partnership with
that partner; or
(e) where circumstances have
arisen which, in the opinion of
the Court, render it just and
equitable that the partner
should cease to be a partner in
the firm.
(5) An application to the High
Court on a ground specified in
paragraph (a), (b) or (e) of
subsection
(4) may be made by any other
partner.
(6) An application on a ground
specified in paragraph (c) or
(d) of subsection (4) may not be
made by
the partner whose conduct is
alleged to justify the making of
an order for that person to
cease to be a
partner.
(7) Subject to an agreement
between the partners, if the
partnership is for an undefined
term or has
become a partnership at will in
accordance with section 34, a
partner may retire from the firm
by giving
notice in writing to the other
partners of the intention to
retire, and on that notice the
partner shall cease to
be a partner in the firm as from
the date mentioned in the notice
as the date of the retirement
or, if a date
is not mentioned, as from the
date of the communication of the
notice.
(8) A partnership agreement may
validly provide that a partner
may retire from the partnership
in the
manner specified in the
agreement and on retirement in
accordance with that manner the
partner shall
cease to be a member of the
firm.
(9) On ceasing to be partner,
that partner or any other
partner may publicly notify the
cessation, and
may require the other partner or
partners to concur for that
purpose in the necessary or
proper acts, which
cannot be done without their
concurrence or the concurrency
of that partner.
38. Withdrawal of a partner not
to affect the others
The fact that a partner ceases
to be a partner in the firm
shall not affect the existence
of the firm or the
material rights and duties of
the other partners.
39. Action by continuing
partners
(1) Where a partner has ceased
to be a partner in the firm, and
there is only one surviving or
continuing partner of the firm,
the surviving or continuing
partner shall, within six months
of the
cessation,
(a) admit any other person or
persons into partnership in the
firm, or
(b) commence to wind up the firm
in accordance with section 45 or
46.
(2) Subject to an express
agreement relating to the
passing or acquisition of the
interest in the firm of
a partner who ceases to be a
partner and the admission of a
new partner in the place of the
partner who
has ceased to be partner,
subsections (3), (4) and (5) of
this section shall apply when a
partner ceases to
be a partner and whether there
is one or more than one,
surviving or continuing partner
of the firm.
(3) Within six months of a
partner having ceased to be a
partner in the firm, the
surviving or
continuing partners shall
(a) admit into partnership in
the firm the person, as
successor, who has acquired or
agreed to
acquire or succeeded to the
interest in the firm of the
former partner, or
(b) purchase the interest in the
firm of the former partner at a
price to be determined in
default of
agreement by a single arbitrator
appointed by the parties or, if
they cannot agree on an
appointment, nominated by the
president of the Association of
Accountants in the Republic,
or
(c) commence to wind up the firm
in accordance with section 45 or
46.
(4) Where the successor is
admitted into partnership in the
firm in accordance with
paragraph (a) of
subsection (3), the successor
becomes a partner in the firm in
the place of the former partner
as from the
date when the former partner
ceased to be a partner.
(5) Where the surviving or
continuing partners elect to
purchase the interest of the
former partner or
to wind up the firm, the amount
of money payable to the former
partner, or the successor, in
respect of the
interest becomes, as between the
successor and the firm, in the
absence of agreement to the
contrary, a
debt due from the firm as at the
date of the former partner
ceasing to be a partner and
shall carry interest
at the rate of five percent a
year.
40. Apportionment of premium
Where one partner has paid a
premium to another on entering
into a partnership agreement for
a fixed
term, and the firm is wound up
or the partner paying the
premium ceases to be a partner
of the partner to
whom the premium was paid, the
High Court may order the return
of the premium, or a part of the
premium which it thinks just,
considering the terms of the
partnership agreement, to the
length of time
during which the partnership has
continued and to the
circumstances of the case,
unless,
(a) the winding-up of the firm
or the cessation of the
partnership is, in the judgment
of the
Court, wholly or chiefly due to
the misconduct of the partner
who paid the premium, or
(b) the firm is wound up or the
partnership ceases as a result
of an agreement which did not
contain a provision for a return
of a part of the premium.
41. Rights under agreement
rescinded for misrepresentation
Where a partnership agreement is
rescinded on the ground of the
fraud or misrepresentation of
one of
the parties, the party entitled
to rescind is entitled, without
prejudice to any other right,
(a) to a lien on the firm’s
assets, after satisfying the
firm’s liabilities, for a sum of
money paid by
the partner for the purchase of
the interest in the firm of, and
for a capital contributed by,
that
partner,
(b) to stand in the place of the
creditors of the firm for the
payments made by that partner in
respect of the firm’s
liabilities, and
(c) to be indemnified by the
person guilty of the fraud or
making the representation
against the
liabilities of the firm.
Winding-up of Firm
42. Modes of winding-up
The winding-up of a firm may be
(a) as a result of insolvency
proceedings under the Insolvency
Act, 1962 (Act 153) against the
partners jointly;
(b) under an order of the High
Court; or
(c) by voluntary liquidation by
the partners.
43. Continuance of firm until
dissolution
The firm shall, from the
commencement of the winding-up,
cease to carry on its business
except in so
far as may be required for the
beneficial winding-up of the
firm, but the corporate state
and corporate
powers of the firm shall
continue until it is dissolved.
44. Winding-up as result of
joint insolvency proceedings
(1) Unless the firm is being
wound up under an order of the
High Court under section 45, one
or more
of the creditors of the firm may
institute insolvency proceedings
under the Insolvency Act, 1962
(Act
153) against the partners
jointly if the conditions
specified in section 9 of that
Act are complied with, and
for the purposes of that section
a thing done by or to a firm is
done by or to the partners
jointly.
(2) Where a protection order is
made against the partners
jointly the order shall have the
effect of
appointing the Official Trustee
to be the liquidator of the firm
and, pursuant to section 37 of
the
Insolvency Act, 1962 (Act 153),
as from the date of the order
the interests of the partners
and the powers
and authority of the partners in
relation to the firm shall vest
in the Official Trustee.
(3) A copy of the protection
order shall be delivered by the
Official Trustee to the
Registrar for
registration.
(4) Where an insolvency order is
made against the partners
jointly, the assets of the firm
shall be
administered by the Official
Trustee in accordance with the
Insolvency Act, 1962 (Act 153)
as if they
were the joint estate of the
partners, but the creditors of
the firm are entitled to prove
for the debts that are
provable under the Insolvency
Act, 1962 (Act 153) against both
the firm’s assets and the
separate estate
of each partner who is liable.
45. Winding-up under the order
of High Court
(1) A firm, although it is being
wound up voluntarily, may be
wound up under an order of the
High
Court on the application of,
(a) a partner of the firm,
(b) a former partner, or the
legal representative of the
former partner, who has not been
paid the
amount of money due in respect
of the former partner’s interest
in the firm, or
(c) the Registrar.
(2) An application under
subsection (1) shall not be made
after insolvency proceedings
under the
Insolvency Act, 1962 (Act 153)
have been commenced by or
against the partners jointly.
(3) The High Court may order the
winding-up of a firm on an
application being made under
subsection (1) of this section
if,
(a) the firm does not commence
business within a year from the
registration or suspends its
business for a whole year,
(b) the firm carries on business
for more than six months with
fewer than two partners,
(c) the firm is unable to pay
its debts as they fall due, or
(d) the Court is of the opinion
that it is otherwise just and
equitable that the firm should
be
wound up by the Court.
(4) Before making a winding-up
order the High Court shall
enquire as to the solvency of
the firm; and
unless the Court is satisfied
that the debts and liabilities
of the firm will be paid in full
within a period of
six months from the commencement
of the winding-up, if the Court
orders the winding-up of the
firm, the
order is, for the purposes of
this Act, a protection order
under the Insolvency Act, 1962
(Act 153) made
against the partners jointly,
and accordingly subsections (2),
(3) and (4) of section 44 of
this Act shall
apply.
(5) Except as provided in
subsection (4) the High Court
shall, on making a winding-up
order, appoint
the Official Trustee, the
Registrar or any other person it
thinks fit, as liquidator to
wind up the affairs of
the firm.
(6) Within forty-eight hours of
the drawing up of the winding-up
order, a copy of the order shall
be
delivered by the liquidator to
the Registrar for registration
and the Registrar shall publish
a notice of the
order in the Gazette.
(7) Where, before the making of
the winding-up order, the
partners have commenced to wind
up
voluntarily, the winding-up
shall be deemed to have
commenced at the date of the
commencement of the
voluntary winding-up and, unless
the High Court otherwise
directs, the proceedings taken
in the voluntary
winding-up shall be deemed to
have been validly taken; and in
any other case the winding-up
shall be
deemed to commence at the date
of the making of the winding-up
order.
(8) From the date of the
winding-up order the powers and
authority of the partners in
relation to the
firm shall cease and shall vest
in the liquidator.
46. Voluntary winding-up
(1) A firm may be wound up by
way of voluntary liquidation by
the partners if the partners so
agree
and send notification of the
agreement in the prescribed form
to the Registrar for
registration.
(2) For the purposes of
subsection (1), the winding-up
commences at the date of the
registration of the
notification and the Registrar
shall publish a notice of that
date in the Gazette.
(3) The authority of a partner
to bind the firm and the other
rights and obligations of the
partners shall
continue, despite the
winding-up, until the firm is
dissolved or a protection order
under the Insolvency
Act, 1962 (Act 153) is made
against the partners jointly, or
an order is made for the
winding-up of the
firm under an order of the High
Court, so far as may be
necessary to wind up the affairs
of the firm and to
complete transactions begun but
unfinished at the time of the
commencement of the winding-up,
but not
otherwise.
(4) If at any time a partner is
of the opinion that the firm is
not able to pay it debts in full
within six
months from the commencement of
the winding-up, that partner
shall give notice in the
prescribed form
to the Registrar who shall
register the notice and publish
a copy of the notice in the
Gazette.
(5) Within twenty-one days from
the expiration of six months
from the commencement of the
winding-up, the partners shall
send to the Registrar a
statement in the prescribed
form, stating whether or
not the debts of the firm have
been paid in full, and the
Registrar shall register the
statement and publish a
copy of the statement in the
Gazette.
(6) Where a partner wilfully
defaults in complying with
subsection (4) or (5), or
wilfully makes a
misstatement in a statement sent
under any of those subsections,
the partner commits an offence
and is
liable on conviction to a term
of imprisonment not exceeding
six months.
47. Notification that firm is
being wound up
Where a firm is being wound up
otherwise than voluntarily by
the partners, an invoice, an
order, or a
business letter issued by or on
behalf of the firm, which is a
document in or on which the name
of the firm
appears, shall contain a
statement that the firm is being
wound up and shall state the
name or official title
of the liquidator.
48. Application of firm’s
property
(1) On the winding-up of a firm
every partner, and every former
partner, or the legal
representative,
who has not been paid the amount
of money due in respect of the
former partner’s interest in the
firm, is
entitled, as against the other
partners in the firm and the
persons claiming through them in
respect of their
interests as partners, to have
the undertaking and assets of
the firm sold.
(2) The business of the firm
shall be sold as a going
concern, if practicable, and the
proceeds applied
in payment of the debts and
liabilities of the firm, and the
surplus applied in payment of
what may be due
from them as partners to the
firm.
(3) Subject to an agreement, in
settling accounts between the
partners,
(a) losses, other than
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) deficiencies of capital
shall not be made up but shall
be borne by the partners in the
proportion in which they were
entitled to capital;
(c) the assets of the firm shall
be applied,
(i) firstly in paying the debts
and liabilities of the firm to
persons who are not partners in
the firm;
(ii) secondly, in paying to each
partner rateably what is due
from the firm to that partner
for advances as opposed to the
agreed share of capital;
(iii) thirdly, in paying to each
partner rateably what is due
from the firm to that partner in
respect of capital; and
(iv) lastly, the ultimate
residue shall be divided among
the partners in the proportion
in
which profits are divisible.
(4) Where, in a voluntary
winding-up by the partners, the
debts and liabilities of the
firm are not paid
in full, and an insolvency order
under the Insolvency Act, 1962
(Act 153) is made against the
partners
jointly as a result of
insolvency proceedings commenced
within one year after the
commencement of the
voluntary winding-up, a sum of
money paid in the voluntary
winding-up to a creditor which
would not
have been paid had the debts
been paid in the order
prescribed by section 47 of the
Insolvency Act, 1962
(Act 153) in accordance with
section 54 of that Act, the
creditor shall, on receipt of a
notice given in that
behalf by the Official Trustee,
restore that sum to the Official
Trustee.
49. Dissolution after winding-up
(1) Where the Registrar is
satisfied that the winding-up of
the affairs of the firm is
complete then,
unless the undertaking of the
firm has been disposed of as a
going concern to another
partnership and the
change duly registered in
accordance with section 5, the
Registrar shall strike the firm
off the register and
notify the same in the Gazette.
(2) The firm is then dissolved
as at the date of the
publication in the Gazette.
(3) Where property of the firm
has not in fact been effectually
disposed of in the winding-up,
it is, for
the purposes of this Act,
vested,
(a) in the case of a voluntary
winding-up, in the partners, and
(b) in any other case, in the
Official Trustee on trust to pay
out of that property, the
outstanding
debts and liabilities of the
firm and subject to that for the
former partners in accordance
with
their rights under the
partnership agreement.
(4) Despite the dissolution of
the firm the former partners
remain jointly and severally
liable to pay
the debts and liabilities of the
firm in so far as these have not
been fully discharged in the
winding-up or
otherwise.
50. Dissolution of moribund
firms
(1) Where the Registrar, from
personal knowledge or on
information supplied by a
partner or creditor
of a firm, has reasonable cause
to believe that a firm is not
carrying on business, whether by
reason of the
fact that the business has
ceased or has been transferred
to a company incorporated under
the Companies
Act, 1963 (Act 179) or to any
other person, the Registrar may
send to the last registered
principal place of
business of the firm a letter by
registered post
(a) enquiring whether the firm
is carrying on business, and
(b) stating that if it is not
carrying on business or if a
reply is not received within two
months
from the date of the letter, a
notice will be published in the
Gazette with a view to striking
the firm off the register.
(2) Where the Registrar receives
a reply from the firm to the
effect that it is not carrying
on business
or does not within the specified
time receive an answer to the
letter, the Registrar may
publish in the
Gazette and send by registered
post to the last registered
principal place of business of
the firm, a notice
that at the expiration of two
months from the date of that
notice the firm shall, unless
cause is shown to
the contrary, be struck off the
register and dissolved.
(3) At the expiration of the
time mentioned in the notice the
Registrar may, unless cause is
shown,
strike the firm off the register
and shall publish notice of the
striking off in the Gazette and
on that
publication in the Gazette the
firm is dissolved.
(4) For the purposes of
subsection (3),
(a) the joint and several
liability of every partner in
the firm for the firm’s debts
and obligations
shall continue and may be
enforced as if the firm had not
been dissolved, and
(b) this section does not affect
the power of the High Court to
order the winding-up of the
firm.
(5) Where the Registrar is
satisfied that a firm dissolved
in accordance with this section
is carrying on
business the Registrar may
restore the firm to the register
and publish notice of the
restoration in the
Gazette, and the firm shall be
deemed never to have been
dissolved, but for the purposes
of section 7 the
partners shall be deemed to
remain in default until the date
of publication of the notice in
the Gazette.
51. Dissolution of defaulting
firms
(1) The Registrar may strike a
firm off the register if
satisfied
(a) that the business of the
firm is unlawful or the firm is
being operated for an illegal
purpose,
or
(b) that the firm has committed
a breach of a provision of this
Act.
(2) The Registrar shall not
strike a firm off the register
on the grounds specified in
paragraph (b) of
subsection (1) unless,
(a) the Registrar has sent by
registered post to the last
registered principal place of
business of
the firm a letter specifying the
breach and requiring it to be
remedied or satisfactorily ended
within the time specified in the
letter and stating that if not
remedied or ended the firm may
be struck off the register and
dissolved, and
(b) the breach is not, within
the time specified, remedied or
satisfactorily ended.
(3) On striking the firm off the
register the Registrar shall
publish in the Gazette and send
by
registered post to the last
registered principal place of
business of the firm a notice
that the firm has been
struck off the register and
dissolved, and on the
publication in the Gazette the
firm is dissolved.
(4) For the purposes of
subsection (3),
(a) the joint and several
liability of every partner in
the firm to pay the firm’s debts
and
obligations shall continue and
may be enforced as if the firm
had not been dissolved;
(b) this section does not affect
the power of the High Court to
order the winding-up of the
firm.
52. Appeals to the High Court
against dissolution
(1) A firm struck off the
register under section 50 or 51
may appeal to the High Court
against the
decision of the Registrar in
accordance with subsection (2)
of section 53.
(2) Where the Court allows the
appeal the firm shall be
restored to the register,
subject to compliance
with the terms and conditions
specified in the order, and
shall be deemed never to have
been dissolved
and the Registrar shall publish
notice of the restoration in the
Gazette but, unless the Court
otherwise
orders, the partners shall, for
the purposes of section 7, be
deemed to remain in default
until the date of
publication of the notice in the
Gazette.
Supplemental
53. Applications and appeals to
the High Court
(1) The Registrar may apply to
the High Court for directions in
relation to a matter arising in
connection with functions under
this Act of the Registrar, and
on that application the Court
may give the
appropriate directions or make
the appropriate order.
(2) Where a section of this Act
provides for a right of appeal
to the High Court against a
decision of
the Registrar, written notice of
the appeal shall be given by the
appellant to the Registrar at
least
twenty-eight days prior to the
hearing, and the Registrar may
appear at the hearing and give
evidence and
call witnesses and draw the
attention of the Court to the
relevant matters.
(3) On an appeal the High Court
may make the appropriate order
confirming or rescinding or
varying
the decision and on the terms
and conditions specified by the
Court.
54. Fees
(1) In respect of the several
matters set out in the first
column of the First Schedule
there shall be paid
to the Registrar the fees
specified in the second column
but except as provided in the
Schedule a fee is not
payable on the registration of a
document under this Act.
(2) Where a fee is payable on
the registration of a document,
the document is not delivered,
for the
purposes of this Act, to the
Registrar until the appropriate
fee has been paid to the
Registrar.
55. Inspection and copies of
registered documents
A person may inspect the
register of particulars of
charges and a document
registered by the Registrar
on payment of the prescribed fee
for each inspection of the
register and documents relating
to one firm,
and may require a copy of, or
extract from, a document
registered by the Registrar on
payment of the
prescribed fee for each page.
56. Saving of rules of equity
and common law
The rules of equity and common
law applicable to partnership
shall continue in force except
in so far
as they are inconsistent with
the express provisions of this
Act.
57. Conversion of existing
companies into partnerships
Spent.4(4)
58. Rules
The Minister responsible for
Justice may, by legislative
instrument, make Rules, other
than rules of
court, relating to procedure
under this Act.
59. Interpretation
In this Act, unless the context
otherwise requires,
“business” includes a trade or a
profession;
“charge” includes a mortgage,
legal or equitable;
“firm” means a body corporate
formed by registration of a
partnership in accordance with
this Act;
“partner” includes a sole
surviving or continuing member
of a firm;
“partnership” has the meaning
assigned to it by section 1;
“prescribed” means prescribed by
this Act or by the Rules;
“prescribed form” includes a
form prescribed by the Registrar
for the purposes of this Act;
“Registrar” means the Registrar
of Companies or until the
Registrar of Companies is
appointed,
the Registrar-General and an
assistant or deputy Registrar.
60. Commencement
Spent.5(5)
SCHEDULES
First Schedule6(6)
TABLE OF FEES TO BE PAID TO THE
REGISTRAR
[Section 54]
Matters in Respect of which Fees
are Payable
Amount
of Fee ¢
1. For registration of a
Partnership under section 3
................................................
10,000.00
2. For each annual renewal under
section 6
............................................................
20,000.00
3. For restoration of a firm to
the register under section 50
(4)
..............................
30,000.00
4.
For filing particulars of
charges for registration under
section 20 in respect of
5,000.00
each charge
......................................................................................................
5. For filing a memorandum of
satisfaction for registration
under section 26 ........
5,000.00
6.
For filing a change of
partnership name or composition
of partnership under 20,000.00
section 5
..........................................................................................................
Second Schedule
RE-REGISTRATION UNDER THIS ACT
OF COMPANIES
REGISTERED UNDER THE COMPANIES
ACT
[Section 57]
Spent.7(7)
Previous Legislation
Act 152 of 1962
N.R.C.D. 288 of 1974
Act 423 of 1980
Endnotes
1 (Popup - Footnote)
1.
The Act was assented to on 20th
November, 1962.
2 (Popup - Footnote)
2.
The Companies Act, 1963 (Act
179) was a statutory
re-enactment of the Ordinance.
3 (Popup - Footnote)
3. The Act came into force on
the 1st day of January, 1963.
The subsection provided that,
“After the expiration
of three months from the
commencement of this Act, a
partnership shall not carry on
business unless the firm has
been duly registered in
accordance with section 3 and
not struck off the register
under section 49, 50 or 51.”
4 (Popup - Footnote)
4.
The section provided that,
“A company, limited or
unlimited, registered under the
Companies Ordinance (Cap. 193),
may be
re-registered under this Act in
the manner set forth in the
Second Schedule to this Act on
making application in
accordance with the said
Schedule within three months
after the commencement.”
5 (Popup - Footnote)
5.
The section provided that the
Act shall come into operation on
the 1st day of January, 1963.
6 (Popup - Footnote)
6. Amended by the Incorporated
Private Partnership (Amendment)
Act, 1980 (Act 423) and by a
similar
amending Act, (Act 532) of 1997.
7 (Popup - Footnote)
7.
The original Second Schedule
provided that,
“1.
At any time within three months
after the commencement of this
Act the members of a company
registered under the Companies
Ordinance (Cap. 193) may apply
to the Registrar for
re-registration of
the company as an Incorporated
Private Partnership under this
Act.
2.
The application shall be signed
by all the members of the
company and shall be accompanied
by the
following documents:
(a) a copy of the partnership
agreement which will replace the
memorandum and articles of
association of the company if
the company is re-registered
under this Act;
(b) the statement referred to in
section 5 of this Act, together
with any documents which are
required under this Act;
(c) a statutory declaration by a
legal practitioner to the effect
that all the members are of full
age
and sound mind and that the
legal practitioner has explained
to them the effect of
re-registration under this Act
and that he is satisfied that
they understand and agree. If
the
liability of members of the
company is limited the statutory
declaration shall expressly
declare
that the legal practitioner has
explained to the members that
after re-registration their
liability
for the existing debts and
obligations of the company and
for the debts and obligations of
the
firm will be unlimited and that
they understand and agree.
3.
The Registrar shall cause to be
published in the Gazette a
notice to the effect that
application has been
made for re-registration of the
company under this Act and
inviting anyone who wishes to
show cause
why it should not be so
re-registered to make
representations to him within
the time specified in the
notice not being less than
twenty-eight days from the date
of publication of such notice.
4.
The Registrar, after considering
any such representations, may in
his absolute discretion and on
payment of a fee of two pounds
register the said statement
referred to in subparagraph (b)
of
paragraph (2) hereof.
5.
Thereupon all the provisions of
this Act shall apply as if
registration of a firm had been
effected in
accordance with section 5 of
this Act except that it shall be
stated on the register and in
the certificate
of registration referred to in
section 6 of this Act that the
firm was formerly registered as
a company
under the Companies Ordinance
and shall give the name and
number under which it was so
registered.
6.
Upon such registration, the
Registrar shall strike the
company off the register of
companies registered
under the Companies Ordinance
and shall endorse on such
register a notice to the effect
that the
company has re-registered under
this Act and give the name and
number under which it is so
registered.
7. The firm shall thereupon be
deemed to have been duly
registered and incorporated
under this Act and
shall cease to be a company
registered and incorporated
under the Companies Ordinance
and the firm and the
members thereof shall
thenceforth be jointly and
severally liable for the debts
and obligations of the firm and
the
members thereof shall
thenceforth be jointly and
severally liable for the debts
and obligations of the firm and
for the
debts and obligations of the
former company as if such debts
and obligations had been
incurred by the firm, but
subject as aforesaid
re-registration in accordance
with the provisions of the
Schedule shall not affect any
rights or
obligations of the former
company or render defective any
legal proceedings by or against
the former company, and
any proceedings which might have
been continued or commenced by
or against it by its former name
and status as a
company registered under the
Companies Ordinance may be
continued or commenced by or
against it under its new
name and status as an
incorporated partnership
registered under this Act.”
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