Partnership Act 1891 - Queensland

Description

The purpose of this Act is to declare the common law as it existed at the time of the passing of the Act in relation to partnerships. It is also an Act to provide for the formation and registration of Limited Liability Partnerships, Incorporated Limited Partnerships and for related matters.

The Act regulates certain key aspects relating to business partnerships. It contains provisions relating to:

  • the relationship of partners to persons dealing with them;
  • the relationship of partners to one another;
  • the dissolution of a partnership and its consequences;
  • the rules for determining the existence of a partnership.

The Act is not an exhaustive code of partnership law and the rules of equity and common law continue in force except where they are inconsistent with the Act.

The Act also requires the registration of limited liability partnerships and incorporated limited partnerships in order for such partnerships to exist at law.

General partnerships

Under the Act, these partnerships are not required to be registered.

Limited liability partnerships

The Act provides a facility whereby investors in a limited liability partnership may reduce the limit of their liability to that stated in the register. The limited liability partnership must comprise at least 2 partners, at least 1 of whom must have unlimited liability and at least 1 of whom must have a limited amount of liability. The Corporations Act 2001 restricts the number of general partners. The number of limited partners a limited liability partnership may have is unlimited.

Both individuals and companies may be either general or limited partners in a limited liability partnership.

The Act requires that every business document issued on behalf of a limited partnership in connection with the conduct of its business shall bear the firm name in legible characters and the words a limited partnership immediately after it.

Incorporated limited partnerships

The Act will help make Queensland more attractive for new international venture capital investment, particularly in the areas of biotechnology and information technology. The Act provides a facility for the establishment of a business structure that removes some of the heavy financial and management risks for limited partner investors, helping to protect their personal assets.

The incorporated limited partnership must comprise at least 2 partners, at least 1 of whom must have unlimited liability and at least 1 of whom must have a limited amount of liability. There is a maximum number of 20 general partners allowed. The limited partners are not required to divulge the extent of their limitation when registering an incorporated limited partnership.

Both individuals and companies may be either general or limited partners in an incorporated limited liability partnership.

Service type

Regulatory Obligation

An obligation defined in law. A business must comply with relevant services.

Regulation(s) name

Partnership Regulation 2015 QLD

Lodgement process

Comply

No penalties are prescribed for breaches of the Act regarding general partnerships. It does, however, define the legal liability of partners. Partnership disputes are determined by the courts.

The following applies to both limited liability partnerships and incorporated limited partnerships:

  • Failure to notify the Registrar, within 7 days, of a change to registry details is an offence under the Act.
  • The Office of Fair Trading may prosecute breaches and the courts may impose fines.

A limited partner who takes part in the management of the business may become liable for any debts or liabilities incurred while doing so.

Additional information

A legal opinion should be sought as to interpretation of the Act.

The interest provisions of the Corporations Act also apply to limited liability partnerships and incorporated limited partnerships. Further information on these matters can be obtained from the Australian Securities and Investments Commission.

Administering agency

Department of Justice and Attorney-General

Office of Fair Trading

Registration Services

Contact details

Contact Email, Phone and Address Details for this service in simple two column table format, header then data.

Queensland Government Service Centre

Registration Services

Office of Fair Trading

Department of Justice and Attorney-General

Operating address: Upper Plaza Terrace
33 Charlotte Street
Brisbane, Queensland 4000
Mailing address: GPO Box 3111
Brisbane, Queensland 4001
Phone: 13 QGOV (13 74 68)
Phone: 07 3405 0985
Fax: 07 3405 0731
Email: RegistrationServices@justice.qld.gov.au
Website: Office of Fair Trading (Opens in new window)