Every partner (A) is an agent of the firm and of A’s partners for the purpose of the business of the partnership.

An act of a partner (A) binds the firm and A’s partners if the act is done for carrying on in the usual way business of the kind carried on by the firm.

However, this section does not apply if—

This section applies if—

The act is not binding on the firm with respect to any person who has notice of the agreement.

An act or instrument relating to the business of the firm is binding on the firm and all the partners if it is done or executed—

However, this section does not affect any general rule of law about the execution of deeds or negotiable instruments.

This section applies if a partner (A) 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 A is specially authorised by the other partners.

This section does not affect any personal liability incurred by a particular partner.

Every partner (A) is liable jointly with the other partners for all debts and obligations of the firm incurred while A is a partner.

After A’s death, A’s estate is also severally liable in a due course of administration for those debts and obligations to the extent that they remain unsatisfied.

However, subsection (2) is subject to the prior payment of A’s separate debts.

This section applies if—

The firm is liable for the loss, injury, or penalty to the same extent as A.

A firm is liable for a loss if—

Each partner (A) is liable jointly with A’s partners and also severally for everything for which the firm, while A is a partner, becomes liable under section 23 or 24.

If a partner who is a trustee improperly uses trust property in the partnership business or for the partnership, no other partner is liable for the trust property to the persons beneficially interested in the trust property.

However, this section does not—

This section applies to a person (A) who—

A is liable as a partner of the firm to any person (B) who has, in reliance on the representation, given credit to the firm.

This section applies whether or not the representation has been made or communicated to B by A or with A’s knowledge.

This section is subject to section 28.

This section applies if, after the death of a partner (A), the partnership business is continued in the old firm name.

The continued use of the old firm name, or of A’s name as part of that firm name, does not by itself make A’s estate liable for any partnership debts that are contracted after A’s death.

An admission or a representation made by a partner is evidence against the firm if the admission or representation—

Notice to a partner operates as notice to the firm if—

This section does not apply in the case of fraud committed against the firm by, or with the consent of, the partner.

If a person (A) becomes a partner of an existing firm, that does not make A liable to the firm’s creditors for anything done before A became a partner.

A partner (A) who leaves a firm does not by leaving cease to be liable for partnership debts or obligations incurred before leaving.

A may be discharged from an existing liability by an agreement to that effect between—

The agreement may—

If a person deals with a firm after a change in its composition, the person may treat all apparent members of the old firm as still being members of the firm until the person has notice of the change.

An advertisement in the Gazette of the dissolution of a partnership or of a change in its composition is notice to persons who did not have dealings with the firm before the date of the dissolution or change.

However,—

The following are revoked in relation to future transactions by any change in the composition of a firm:

This section does not apply if there is an agreement to the contrary.

The mutual rights and duties of partners may be varied by the consent of all the partners.

Subsection (1) applies whether the mutual rights and duties result from an agreement or are defined by this Act.

The consent may either be express or be inferred from a course of dealing.

Partnership property must be held and applied by the partners—

In this Act, partnership property means all property, and rights and interests in property,—

Despite section 36, the legal estate or interest in any land that belongs to the partnership devolves according to the nature and tenure of the estate or interest and the general rules of law that apply, but in trust (to the extent that is necessary) for the persons beneficially interested in the land under that section or section 38.

This section applies if—

The second property belongs to the persons referred to in subsection (1) as co-owners for the same estates and interests that are held by them in the original property at the date of the purchase (and, therefore, the second property does not belong to them as partners).

This section does not apply if there is an agreement to the contrary.

Property bought with money belonging to the firm must be treated as having been bought for the firm.

This section applies unless the contrary intention appears.

Land that has become partnership property must be treated as between the partners as personal property and not real property.

If a partner is deceased,—

This section applies unless the contrary intention appears.

A writ of execution must not be issued against any partnership property except on a judgment against the firm.

The High Court may,—

The High Court may act under subsection (1)(b) or (c)—

The District Court may make any order, or give any directions, that may be made or given by the High Court under this section if—

If a partner’s interest is charged under section 42, the other partner or partners may, at any time,—

The rules in sections 45 to 52 determine—

However, this section and those sections are subject to any agreement (express or implied) between the partners.

All the partners are entitled to share equally in the capital and profits of the partnership business.

All the partners must contribute equally towards the losses of the firm (whether the losses are of capital or otherwise).

The firm must indemnify a partner for payments made, and personal liabilities incurred, by the partner—

If a partner makes, for the purpose of the partnership, an actual payment or an advance that is more than the capital that the partner has agreed to provide, the partner is entitled to interest from the date of the payment or advance.

The interest must be calculated in accordance with Schedule 2 of the Interest on Money Claims Act 2016.

A partner is not entitled, before the profits are ascertained, to interest on the capital provided by the partner.

Every partner may take part in the management of the partnership business.

No partner is entitled to remuneration for acting in the partnership business.

No person may be introduced as a partner without the consent of all existing partners.

Any difference about ordinary matters connected with the partnership business may be decided by a majority of the partners.

However, no change may be made to the nature of the partnership business without the consent of all existing partners.

The partnership’s records must be reasonably available at the place of business of the partnership (or at the principal place of business if there is more than 1).

Every partner may, when the partner thinks fit, have access to, inspect, and copy any of the partnership’s records.

A majority of the partners cannot expel a partner unless a power to do so has been given by express agreement between the partners.

Partners must provide true accounts and full information of all things that affect the partnership to any partner or any partner’s legal representatives.

Every partner must account to the firm for a benefit that the partner obtains, without the consent of the other partners, from—

This section also applies to transactions undertaken after a partnership has been dissolved because of the death of a partner and before the affairs of the partnership have been completely wound up (where the transactions are undertaken either by a surviving partner or by the personal representatives of the deceased partner).

Every partner must account for and pay over to the firm all profits made by the partner in a business if—

This section applies if a partner assigns the partner’s share in the partnership (either absolutely or by way of mortgage).

While the partnership continues, the assignment entitles the assignee only to receive the share of the profits to which the assigning partner would otherwise be entitled.

For the purposes of subsection (2), the assignee must accept the account of profits agreed to by the partners.

The assignment does not, as against the other partners, entitle the assignee, while the partnership continues, to—

If the partnership is dissolved (whether with respect to all the partners or with respect to the assigning partner), the assignee is entitled—

In this subpart, accounting period, applicable auditing and assurance standard, and applicable financial reporting standard have the same meanings as in section 5(1) of the Financial Reporting Act 2013.

In this subpart,—

The partners of a large partnership must ensure that, at all times, accounting records are kept that—

The partners of a large partnership must establish and maintain a satisfactory system of control of its accounting records.

The accounting records must be kept—

The partners of a large partnership must ensure that, within 5 months after the balance date of the partnership, financial statements that comply with generally accepted accounting practice are—

The partners of a large partnership must ensure that the financial statements of the partnership are audited by a qualified auditor.

This section does not apply to a partnership if the partnership opts out of this section under section 64.

See sections 37 to 39 of the Financial Reporting Act 2013 (which provide for the appointment of a partnership to be the auditor and access to information in relation to a large partnership).

An auditor must, in carrying out an audit for the purposes of section 61, comply with all applicable auditing and assurance standards.

The auditor’s report must comply with the requirements of all applicable auditing and assurance standards.

Every partner of a partnership commits an offence and is liable on conviction to a fine not exceeding $50,000 if—

It is a defence for a partner charged with an offence under this section in respect of a requirement if the partner proves that—

This section applies to a large partnership unless the partnership agreement expressly provides that this section does not apply.

The partnership may, within 6 months from the start of an accounting period, opt out of compliance with section 61 (audit requirement) in relation to an accounting period.

The partnership opts out by a resolution that is passed or signed by partners who together are entitled to share in at least 95% of the capital of the firm.

If the partnership opts out in relation to an accounting period, section 61 does not apply to the partnership in relation to that period.

Sections 60 to 64 do not apply to a partnership in relation to an accounting period if financial statements of the partnership are required to be prepared for that period under subpart 3 of Part 7 of the Financial Markets Conduct Act 2013.

A partnership is dissolved,—

However, see section 68, which provides for rights and duties to continue if a partnership that was entered into for a fixed term is continued at the end of the term.

Subsection (1) is subject to any agreement between the partners.

In the case of subsection (1)(c), the partnership is dissolved from—

If the partners have not agreed on a fixed term for the duration of the partnership, any partner may dissolve the partnership at any time by giving notice to all the other partners of the partner’s intention to dissolve the partnership.

If the partnership was originally constituted by deed, a notice in writing, signed by the partner giving the notice, is sufficient for the purpose of subsection (1).

This section applies if a partnership that was entered into for a fixed term is continued—

The rights and duties of the partners remain the same as they were at the end of the fixed term (to the extent that those rights and duties are consistent with the features of a partnership at will).

A partnership is presumed to be continued if the business is continued—

A partnership is dissolved with respect to all the partners by the death or bankruptcy of any partner.

This section is subject to any agreement between the partners.

If a partner allows their interest in the partnership property to be charged under this Act for the partner’s separate debt (see section 42), the other partners may dissolve the partnership.

The decision of the other partners to dissolve the partnership must be unanimous.

A partnership is dissolved if an event occurs that makes it unlawful for—

The court may, on an application under section 73, declare a partnership to be dissolved if—

An application, in the case of section 72(a),—

An application, in the case of paragraph (b), (c), or (d) of section 72, may be made by any partner other than the partner referred to in that paragraph.

An application, in the case of section 72(e) or (f), may be made by any partner.

When a partnership is dissolved or when a partner leaves the firm, any partner may—

This section applies after a partnership is dissolved.

The authority of each partner to bind the firm, and the other rights and obligations of the partners, continue (despite the dissolution) to the extent that is necessary—

The authority and the rights and obligations do not otherwise continue.

Despite subsection (2), the firm is not bound by the acts of a partner who is bankrupt.

Subsection (4) does not affect the liability of a person who has, after a partner becomes bankrupt,—

When a partnership is dissolved, every partner is entitled as against the other partners, and all persons who claim through them in respect of their interests as partners, to have—

For the purpose of this section, a partner or the partner’s representatives may, on the dissolution of the partnership, apply to the court to wind up the business and affairs of the partnership.

This section applies if—

The court may order the repayment of the premium or of a part of the premium that it thinks just.

For the purposes of subsection (2), the court must have regard to—

However, subsection (2) does not apply if—

If a partnership agreement is rescinded on the ground of the fraud or misrepresentation of one of the parties to the agreement, the party who is entitled to rescind (A) is entitled—

The rights in subsection (1) are without prejudice to A’s other rights.

This section and section 80 apply if—

A or A’s estate is entitled, at the option of A or A’s personal representative, to—

The interest—

Subsection (2) does not apply if there is an agreement to the contrary.

Despite section 79, A or A’s estate is not entitled to any further or other share of the profits if,—

However, if a partner who is purporting to exercise the option does not, in all material respects, comply with the terms of the option, the partner is liable to account under section 79.

The amount due from surviving or continuing partners to an outgoing partner or the personal 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.

This section is subject to any agreement between the partners.

Sections 83 and 84 apply in settling accounts between the partners after a partnership is dissolved.

This section and sections 83 and 84 are subject to any agreement to the contrary.

Losses (including losses and deficiencies of capital) must be paid—

The assets of the firm, including the sums (if any) contributed by the partners to make up losses or deficiencies of capital, must be applied in the following manner and order:

The Partnership Act 1908 (1908 No 139) is repealed.

The enactments specified in Schedule 4 are amended in the manner indicated in that schedule.