Limited Partnerships
Limited partnerships
The Department of Commerce has administrative responsibility for the Limited Partnerships Act (1909). Copies of the Act and regulations may be obtained from the State Law Publisher.
Only a handful of limited partnerships are registered with the department each year, and there are perhaps 1100 or so that have been registered since the commencement of the legislation. The department is developing an electronic database from the Register which may be accessible here in future.
What is a limited partnership?
Under s4 of the Act, a limited partnership is one formed by up to 20 persons, at least one of whom must be a general partner and at least one a limited partner. Within those parameters there are no further restrictions on the number of general or limited partners who may comprise the firm.
The general partner(s) is liable for all of the debts and obligations of the partnership or firm; the limited partner(s) contributes a defined amount of capital to the partnership, but is not otherwise liable for its debts or obligations. Limited partners might perhaps be thought of as "silent partners" in that by s6 of the Act they may not take any part in the management of the partnership business; if they do, they become liable - for that period of management at least - for the debts and obligations of the firm in the same way as a general partner.
Similarly, if a limited partnership is formed and not registered in accordance with the Act, the partnership is deemed to be a general partnership and every limited partner deemed to be a general partner (s5).
Apart from the Act, the Partnership Act (1895) and the rules of equity and common law also apply to the limited partnership, unless inconsistent with the Act.
Registering a limited partnership
For the purposes of the Act, the Commissioner for Consumer Protection is the Registrar.
Registration of a limited partnership is effected by delivering to the Registrar a statement signed by the partners setting out certain particulars. The Application for Registration of a Limited Partnership (Form LP1) may be downloaded and used for this purpose. There is also a Fee payable which must be forwarded with the registration application.
In addition, the application must be accompanied by Form LP3 (Statement of capital contributed by limited partners). Form LP3 may be downloaded and used as above.
Please note that Stamp Duty is payable on the amounts contributed by the limited partners. This must be paid at the Office of State Revenue and a receipt affixed to the application form in the space provided before lodging the form with the Registrar/department.
A Certificate of Registration will be issued and forwarded once the registration process has been completed.
Changes to partnerships
The Registrar is required by s9 of the Act to be notified of any change in the following:
- the firm name
- the general nature of the business
- the principal place of business
- the partners or the name of any partner
- the term or character of the partnership
- the sum contributed by any limited partner *
- the liability of any partner by reason of becoming a limited instead of a general partner ** and vice versa
Form LP2 (Notice of Change in the Limited Partnership) may be used for this purpose. The Registrar must be advised within 7 days of the change(s) occurring.
* Please note that Stamp Duty is applicable to any increase in the sum contributed by a limited partner and a valid receipt is to be affixed to Form LP2 before it is lodged with the Registrar. Form LP4 (Statement of Increase of Capital contributed in cash or otherwise, by Limited Partners) needs to accompany Form LP2 in this case.
** Section 10 of the Act requires that where a general partner becomes a limited partner such change will be advertised forthwith in the Government Gazette.
Fees payable
- for the registration of a limited partnership: $166.00
- for the inspection of statements lodged: $11.30
Instructions for using forms
The forms provided here are available in MS Word format only. This format easily accommodates variations in the amount of information required due to different numbers of partners in the firm.
The forms are designed to be mostly completed "on-screen" before being printed for original signatures to be affixed. [If a blank copy of a form is preferred, the "insert" instructions will need to be deleted before printing.] It is important that no change to any wording on the form is made except where information is required to be entered.
The forms are completed by using the F11 key to move through the document and keyboarding in the information required for each of the sections identified in coloured text. The cursor needs to be placed above the first coloured section on each form to be able to work through the entire document in order.
Simply strike the F11 key and then type in the required information; the entered text remains coloured. Strike F11 to move to the next section requiring input and so on.