THE PARTNERSHIP (GENERAL) ACT, 2017

THE PARTNERSHIP (GENERAL) ACT, 2017

(Act 3 of 2017)

ARRANGEMENT OF SECTIONS

PART I-Preliminary

1. Short title and commencement. 2 Interpretation. 3. Savings for partnership rules of common law and equity. 4. Formation of partnerships and conversion of form. 5. The partnership agreement. 6. Meaningof"firm". 7. Knowledge and notice.

PART II-Partnerships without Separate Legal Personality 8. Partnership under this Part. 9. When partnership governed by this Part. 10. Rules for determining the existence of partnership governed by this

Part. 11. Determination as to whether a person is a partner in a partnership,

governed by this Part. Relations ofPartners to Persons Dealing with them 12. Acts of partners to bind the firm. 13. Partners bound by acts on behalf of the firm. 14. Partner using credit of firm for purposes not connected with the firm. 15. Firm not bound by acts of partner where agreement is made between parties and notice is given. 16. Liability ofpartners.

17. Liability ofthe finn for wrongs.

18. Misapplication of money or property received for or in custody of the firm.

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19. Liability for wrongs joint and several. 20. Improper employment of trust property for partnership purposes. 21. Persons liable by "holding-out". 22. Admissions and representations of partners. 23. Liabilities of incoming and outgoing partners. 24. Revocation of continuing guarantee by change of firm.

Relations of Partners to one another 25. Variation by consent of the terms of partnership. 26. Making and variation of capital contribution. 27. Partnership property. 28. Property bought with partnership money. 29. Conversion into personal estate of land held as partnership property. 30. Procedure against partnership property for a judgment debt against a

partner. 31. Rules as to interests and duties of partners subject to special agreement. 32. Expulsion of partners. 33. Determination ofpartnership at will. 34. Where partnership for term is continued over, continuance on old terms

presumed. 35. Duty of partners to render accounts, etc. 36. Accountability of partners for private profits.

37. Duty of partner not to compete with the firm.

38. Rights of assignee of share in partnership. Dissolution of Partnership

39. Dissolution by expiration or notice. 40. Dissolution by bankruptcy, death or charge. 41. Dissolution by illegality of partnership. 42. Dissolution by the Court.

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43. Rights of persons dealing with firm against apparent partners. 44. Right of partners to notify dissolution. 45. Continuing authority of partners for purposes of winding up. 46. Rights of partners as to application of partnership property. 47. Apportionment ofpremium where partnership prematurely dissolved. 48. Rights where partnership dissolved for fraud or misrepresentation. 49. Rights of outgoing partner in certain cases to share profits made after

dissolution. 50. Retiring or deceased partner's share to be a debt. 51. Rules for distribution of assets on final settlement of accounts.

PART III-Partnership with Separate Legal Personality 52. Interpretation for Part and application. 53. Partnership as entity. 54. Formation of partnership. 55. Duties of Registrar to register under this Part. 56. Effect of statement of partnership authority. 57. Duty ofpartnership to use required words or abbreviation at the end of

name. 58. Effect of partnership agreement: non-waivable provisions. 59. Execution, filing, and recording of statements.

ro. Statement of partnership authority.

61. Statement ofdenial. 62. Partner agent of partnership. 63. Liability of partnership for loss or injury. 64. Partner's liability. 65. Actions by and against partnership and partners. ()6. Liability ofpurported partner. 67. Partner's rights and duties. 68. Distributions in kind.

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(f)_ Partner's rights and duties with respect to information. 70. General standards of partner's conduct. 71. Actions by partnership and partners. 72. Partner's transferable interest in partnership. 73. Transfer of partner's transferable interest. 74. Partner's transferable interest subject to charging order. 75. Continuation of partnership beyond definite term or particular

undertaking. Partnership Property

76. Partnership Property. 77. When property is partnership property. 78. Transfer of partnership property. 79. Partner not co-owner of partnership property.

Partners Dissociation 80. Events causing partner's dissociation 81. Partner's power to dissociate: wrongful dissociation. 82. Effect of partner's dissociation.

Partners Dissociation when Business not Wound up 83. Purchase of dissociated partner's interest. 84. Dissociate~ partner's power to bind and liability to partnership. 85. Dissociated partner's liability to other persons. 86. Statement of dissociation. 87. Continued use of partnership name.

Winding up Partnership Business 88. Events causing dissolution and winding up of partnership business. 89. Partnership continues after dissolution. 90. Right to wind up partnership business. 91. Partner's power to bind the partnership after dissolution. 92. Statement of dissolution.

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93. Partner's liability to other partners after dissolution. 94. Settlement of accounts and contributions among partners.

PART IV-Conversions and Mergers 95. Conversion of partnership formed under Part II to partnership with

separate legal personality. 96. Conversion of general partnership under Part III to limited partnership

under Part III of the Partnership (Limited) Act. 97. Conversion oflimited partnership to general partnership under Part III. 98. Effect of conversion: entity unchanged. 99. Restrictions on conversion. 100. Merger of partnerships. 101. Effect ofmerger. 102. Statement ofmerger.

103. Provisions of sections 100 to 102 non-exclusive reconversion or merger. PART V-Limited Liability Partnerships

104. Statement ofqualification as LLP. 105. Name of LLP.

106. Annual return. PART VI-Foreign Limited Liability Partnerships

107. Statement of foreign qualification as LLP. 108. Law governing foreign limited liability partnerships. 109. Effect of failure to have statement of foreign qualification. 110. Activities not constituting transacting business.

PART VII-Miscellaneous Provisions 111. Regulations. 112. Consequential amendment to Companies Act.

JAMAICA [L.S.]

No. 3 -2017

I assent,

?fl?

Governor-General.

AN ACT to Provide for the formation and operation of general partnerships and for connected purposes. Tl c da.LC ouh d b/ tlu. Mirust.e [ bringing the Act into operatin '1 ]

BE IT ENACTED by The Queen's Most Excellent Majesty, by and with the advice and consent of the Senate and House of Representatives of Jamaica, and by the authority of the same, as follows:-

pART I-Preliminary

1. This Act maybe cited as the Partnership (General) Act, 2017, Short title

and shall come into operation on a day to be appointed by the Minister ~:~mence-

by notice published in the Gazette.

ment.

2.-{1) In this Act, unless the context otherwise requires-

Interpretation .

"bankrupt" has the meaning assigned to it under the Insolvency Act;

[No.

The Partnership (General) Act, 2017

"body corporate" means a body ofpersons established, or for the establishment ofwhich provision is made, by an enactment and includes a company;

"business" includes every trade, occupation or profession;

"company" means a company incorporated orregistered pursuant to the Companies Act or any body or association incorporated or registered under any enactment, which is prescribed by the Minister, by order, to be a company;

"competing business" means a business carried on by a partner of a firm, without the agreement ofall the other partners ofthe firm, which competes with and is ofthe same nature as the partnership business;

"Court" means the Supreme Court ofJudicature ofJamaica and in relation to Part III, shall have the meaning assigned to it under section 52(1 );

"date of bankruptcy" has the meaning assigned to it in the Insolvency Act;

"domestic partnership" or "partnership", in the absence ofexpress provision to the contrary, means a general partnership governed, or formed and governed, under this Act;

"foreign limited liability partnership" or "foreign LLP" means a partnership that-

(a) is formed under the laws ofa jurisdiction other than Jamaica; and

(b) has the status ofa limited liability partnership under those laws;

"foreign partnership" means a partnership formed under the laws ofa jurisdiction other than Jamaica, and "foreign" in relation to any partnership shall be construed accordingly;

"general partner" means a partner in a partnership who is liable, (whether on his own orjointly or severally with otherpartners)

The Partnership (General) Act, 2017

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for all obligations ofthe partnership, whether the partnership is a general partnership or a limited partnership;

"general partnership" means-

(a) a partnership governed by Part II or formed under Part III;

(b) a partnership governed by Part II that has converted to a partnership under Part III;

(c) a limited liability partnership governed by Part V;

"limited liability partnership" or "LLP" means-

(a) a partnership formed under Part III; or

(b) a partnership governed by Part II which has converted to a partnership under Part III,

which has filed with the Registrar a statement ofqualification under section 104;

"limited partner" means a partner in a limited partnership who is not a general partner;

"limited partnership" means a limited partnership governed, or formed and governed, under the provisions of the Partnership (Limited) Act, or created under the comparable law ofanotherjurisdiction;

"limited partnership agreement" means an agreement as to the affairs ofa limited partnership and the conduct ofits business;

"partner" means a person who is a party to a partnership agreement;

"partnership" means a relationship which subsists between persons carrying on a business in common with a view ofprofit and in relation to Part II shall be construed in accordance with section 8(3) and in relation to Part III shall be construed in accordance with section 52(2);

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