LIMITED PARTNERSHIPS ACT, 2003

(Act 5 of 2003)

/ assent

F.A. Rene President

30th July, 2003

PART I

PRELIMINARY

AN ACT to provide for Limited Partnerships.ENACTED by the President and the National Assembly,

1. This Act may be cited as the Limited Partnerships Act, 2003 and shall come into operation on such day as the Minister may, by notice published in the Gazette, appoint.

2. In this Act -

"contribution" means cash, property or other assets which a partner contributes to the capital of a limited partnership;

"court" means the Supreme Court;

"designated general partner'" means the only general partner in a limited partnership or where there are several general partners, such general partner as has been declared as the designated general partner under section 9 (l)(d);

"limited partnership " means a partnership registered under section 9(1);

"general partner' means any person who is named as such in the statement filed pursuant to section 9;

"insolvency" in relation to a limited partnership, means that the general partner is unable to pay the debts and obligations of the limited partnership, otherwise than in respect of liabilities to partners on account of their partnership interest, in the ordinary course of business as they fall due out of the assets of the limited partnership without recourse to the separate assets of the general partner not contributed to the limited partnership and the word "solvent" is construed accordingly;

"limited partner" means a person who has become a limited partner in accordance with section 4(2);

"mortgage" means a legal mortgage by way of assignment and an equitable mortgage, charge or other form of security interest;

"partner" means a limited partner or a general partner;

"partnership agreement" means an agreement of the partners which provides for the establishment and the regulation of the affairs of a limited partnership, the conduct of its business and rights and obligations of the partners amongst themselves;

"partnership interest" means the interest of a partner in a limited partnership in respect of profit, capital and voting or other rights, benefits or obligations to which he is entitled or subject pursuant to the partnership agreement or this Act;

"Registrar" means the Registrar of Limited Partnerships appointed under section 8.

3. The Commercial Code Act shall apply to a limited partnership in so far as it is not inconsistent with the provisions of this Act.