Partnership Act 1908

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Reprint as at 5 December 2013

Partnership Act 1908

Public Act1908 No 139
Date of assent4 August 1908


Changes authorised by subpart 2 of Part 2 of the Legislation Act 2012 have been made in this eprint. See the notes at the end of this eprint for further details.

This Act is administered in the Ministry of Business, Innovation and Employment.



1 Short Title, etc

2 Interpretation

3 Saving for rules of equity and common law

Part 1
The general law relating to partners

Nature of partnership

4 Definition of partnership

5 Rules for determining existence of partnership

6 Rights of person lending or selling in consideration of share of profits in case of bankruptcy

7 Meaning of firm

Relations of partners to persons dealing with them

8 Power of partner to bind the firm

9 Partners bound by acts on behalf of firm

10 Partner using credit of firm for private purposes

11 Effect of notice that firm will not be bound by acts of partner

12 Liability of partners

13 Liability of the firm for wrongs

14 Misapplication of money received for firm, etc

15 Joint and several liability

16 Improper employment of trust property for partnership purposes

17 Persons liable by holding out

18 Admissions and representations of partners

19 Notice to acting partner to be notice to firm

20 Liabilities of incoming and outgoing partners

21 Revocation of continuing guaranty by change in firm

Relations of partners to one another

22 Variation by consent of terms of partnership

23 Partnership property

24 Property bought with partnership money

25 Conversion into personal estate of land held as partnership property

26 Procedure against partnership property for partner's separate judgment debt

27 Rules as to interests and duties of partners

28 Expulsion of partner

29 Retirement from partnership at will

30 Conditions of partnership where term continued over

31 Duty to render accounts, etc

32 Partners to account for private profits

33 Partner not to compete with firm

34 Rights of assignee of share of partnership

Dissolution of partnership and its consequences

35 Dissolution by expiration or notice

36 Dissolution by death, bankruptcy, or charge

37 Dissolution by illegality of partnership

38 Dissolution by the court

39 Rights of persons dealing with firm against apparent members

40 Right of partners to notify dissolution

41 Continuing authority of partners for purposes of winding up

42 Rights of partners as to application of partnership property

43 Apportionment of premium where partnership prematurely dissolved

44 Rights where partnership dissolved for fraud or misrepresentation

45 Right of outgoing partner to share profits made after dissolution

46 Retiring or deceased partner's share to be a debt

47 Distribution of assets on final settlement of accounts

Part 2
Special partnerships


48 Part 1 not to affect special partnerships [Repealed]

49 Special partnerships may be formed, except for banking and insurance [Repealed]

50 General and special partners, and their liabilities [Repealed]

51 Certificates to be signed by partners [Repealed]

52 Style of partnership [Repealed]

53 When special partner deemed general partner [Repealed]

54 Certificates to be acknowledged and registered [Repealed]

55 False statement in certificate: partners liable as general partners [Repealed]

56 Copy of certificate to be published [Repealed]

57 Duration of partnerships [Repealed]

58 Certificate to be signed on renewal [Repealed]

59 Capital stock not to be withdrawn [Repealed]

60 When special partners liable to refund capital withdrawn [Repealed]

61 Suits to be by and against general partners [Repealed]

62 Dissolution, how effected [Repealed]

63 Cases not specially provided for [Repealed]

64 Accounting [Repealed]

65 Frauds by partners [Repealed]

66 Books of account to be kept, and to be open to inspection [Repealed]

67 Liability of special partners if books not kept, etc [Repealed]

Enactments consolidated

Limited Partnerships Act 2008

Reprint notes

An Act to consolidate certain enactments of the General Assembly relating to the law of partnership