Partnership Law Bill

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Hon David Parker

Partnership Law Bill

Government Bill

143—1

	Explanatory note
1	Title
2	Commencement
	Part 1 Purpose, overview, and other preliminary provisions
3	Purpose of this Act
4	Revision Act
5	Overview
6	Transitional, savings, and related provisions
7	Interpretation
	Part 2 Nature of partnership
	Meaning of partnership and firm name
8	Definition of partnership
9	Relationships that are not partnerships
10	Meaning of firm and firm name
	Determining whether partnership exists
11	Determining whether partnership exists
12	Co-ownership of property
13	Sharing gross returns
14	Effect of receiving share of profits
15	Where receiving profits or payments does not make person partner or liable as partner
16	What happens if borrower or buyer is insolvent
	Part 3 Relationship of partners to third persons and to each other
	Subpart 1—Relationship of partners to third persons
17	Partner is agent of firm and other partners
18	Power of partner to bind firm
19	Effect of notice that firm will not be bound by acts of partner
20	Partners bound by acts done or instruments executed on behalf of firm
21	Partner using credit of firm for private purposes
22	Liability of partners for firm’s debts and obligations
23	Liability of firm for partner’s wrongful acts or omissions
24	Misapplication of money or property received for or in custody of firm
25	Liability for wrongful acts or omissions is joint and several
26	Improper use of trust property for partnership purposes
27	Person liable if they represent themselves as partner
28	Continued use of firm name when partner dies
29	Admissions and representations of partners
30	Notice to acting partner is notice to firm
31	Liability of incoming partner
32	Liability of partner who leaves firm
33	Rights of persons dealing with firm against apparent members of firm
34	Continuing guarantee revoked by change in firm
	Subpart 2—Relationship of partners to one another
35	Partners’ rights and duties may be varied by consent
36	Partnership property
37	Partnership land
38	Co-owners of land who purchase other land out of profits
39	Property bought with partnership money
40	Partnership land treated as personal property as between partners
41	Writ of execution against partnership property
42	Court may charge partner’s interest for their separate judgment debt
43	Other partners may redeem or purchase interest
44	Rules about interests and duties of partners
45	Partners share equally in capital and profits and contribute equally to losses
46	Firm must indemnify partner for payments made, and personal liabilities incurred, for firm
47	Entitlement to interest
48	Partner may manage business
49	Partner not entitled to remuneration
50	No new partner without consent
51	Most decisions may be made by majority
52	Access to partnership’s records
53	Expulsion of partner
54	Duty of partners to provide accounts and full information on things affecting partnership
55	Accountability of partners for private benefit
56	Duty to account for profits of competing business
57	Rights of assignee of share in partnership
	Part 4 Financial reporting, dissolution of partnership, and other miscellaneous provisions
	Subpart 1—Financial reporting for large partnerships
58	Definitions of terms used in this subpart
59	Accounting records
60	Financial statements must be prepared
61	Financial statements must be audited
62	Audit must comply with auditing and assurance standards
63	Financial reporting offences
64	Partnerships may opt out of audit requirement
65	Duties do not apply if alternative financial reporting duties under Financial Markets Conduct Act 2013
	Subpart 2—End of partnership
	How partnership may end
66	Partnership dissolved at end of term, by end of venture or undertaking, or by notice
67	Ending partnership at will
68	Partnership that continues after end of fixed term
69	Partnership dissolved by death or bankruptcy
70	Partnership may be dissolved if partner’s interest in property is charged
71	Partnership dissolved if unlawful
72	Court may dissolve partnership
73	Application to court
	Dissolving a partnership
74	Right to notify dissolution
75	Continuing authority of partners for purposes of winding up and completing transactions
76	Application of partnership property
77	Court may order repayment of premium if partnership prematurely dissolved
78	Rights where partnership dissolved for fraud or misrepresentation
79	Right of outgoing partner or partner’s estate to share profits or obtain interest
80	Option to purchase share of outgoing or deceased partner
81	Retiring or deceased partner’s share is debt
82	Rules for distributing assets on final settlement of accounts
83	Losses
84	Application of assets
	Subpart 3—Repeal and consequential amendments
85	Partnership Act 1908 repealed
86	Amendments to other enactments
	Schedule 1 Transitional, savings, and related provisions
	Schedule 2 Minor amendments to clarify Parliament’s intent or reconcile inconsistencies
	Schedule 3 Comparative table
	Schedule 4 Consequential amendments

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Partnership Law Bill

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