Limited Partnerships Act, 2003
Act 5 of 2003
- Commenced on 1 September 2003
- [This is the version of this document as it was at 31 December 2015 to 5 August 2021.]
Part I – Preliminary
1. Short titleThis Act may be cited as the Limited Partnerships Act, 2003.
2. InterpretationIn this Act—"accounting records" means documents relating to assets and liabilities of the limited partnership including receipts and expenditure, sales and purchases and other transactions;[definition of "accounting records" inserted by section 2(a)(i) of Act 17 of 2011 with effect from 27 December 2011]"contribution" means cash, property or other assets which a partner contributes or agrees to contribute to the capital of a limited partnership;[definition of "contribution" amended by section 2(a)(ii) of Act 17 of 2011 with effect from 27 December 2011]"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(1)(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 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. Application of the Commercial Code ActCommercial Code Act shall apply to a limited partnership in so far as it is not inconsistent with the provisions of this Act.
Part II – General
5. EstablishmentA partnership shall not be a limited partnership unless registered in accordance with section 9 (1).
6. Name and registered office
7. Modification of general law
8. Registrar*There shall be appointed by the Minister a Registrar of Limited Partnerships for the purpose of this Act.
10. Changes in registered particulars
11. Register of limited partnership interests
11A. Duty to keep accounting records
12. Right to informationSubject to any term of the partnership agreement to the contrary each limited partner may demand and shall receive from the designated general partner true and full information regarding the state of the business and financial condition of the limited partnership.
13. Legal proceedings
14. Return of contributions
16A. Deregistration of a limited partnershipSubject to the terms of the partnership agreement, a general partner may at any time deregister a limited partnership by filing a written notice with the Registrar.[section 16A inserted by section 2(g) of Act 17 of 2011 with effect from 27 December 2011]
17. Inspection and certification
Part III – Miscellaneous
20. RegulationsThe Minister may from time to time make regulations to give effect to the provisions of this Act and such regulations may—
21. Annual return
22. Transactions with the limited partnershipSubject to any express or implied term of the partnership agreement to the contrary and to the duty imposed upon a general partner by section 4(3), a partner may lend money to, borrow from and transact other business with the limited partnership with or without interest or security as the limited partnership may determine and shall have the same rights and obligations with respect thereto as a person who is not a partner, provided that the obligations of the limited partnership to repay a debt to a general partner shall at all times be subordinated to the claims of other secured and unsecured creditors of the limited partnership.
23. ImmunityThe Registrar, officer, employees or authorised agent of the Registrar shall not be liable for civil or criminal liability for any act done or omission made in good faith in the performance of their functions.[section 23 inserted by section 2(j) of Act 17 of 2011 with effect from 27 December 2011]
24. Compliance inspection
25. Non-disclosureThe Registrar, officers, employees or authorised agents of the Registrar shall not disclose to a third party any information acquired in the performance of their functions, unless—
History of this document
06 August 2021 amendment not yet applied
Amended by Limited Partnerships (Amendment) Act, 2021
31 December 2015 this version
01 September 2003