The Limited Partnership Act, Cap.
312 provides a mechanism under which one or more persons (whether
individuals or bodies corporate) who are about to enter into a partnership
arrangement with each other may at the time of entering into such
partnership, limit their liability for the debts or obligations of the
partnership to a stated capital sum or sums, or to the stated value of
property contributed at the time of entering into the partnership. Such
persons are referred to as "limited partners" and are forbidden
from taking part in the management of the partnership and who have no
power to bind the partnership.
In addition to the "limited
partners" who have limited their liability as outlined above, a
limited partnership shall also consist of one or more persons designated
"general partners" who shall be liable for all debts and
obligations of the partnership and who shall have power to bind the firm.
The Limited Partnership Act, Cap.
312 also provides that every limited partnership must be registered as
such under the Act and in default of registration, shall be deemed to be a
general partnership. Again, in default of registration under the Act every
"limited partner" shall be deemed to be a "general
partner".
Registration of a limited
partnership is effected by delivering to the Registrar a statement signed
by the partners containing the following particulars:
a) the firm name; b) the general
nature of the business; c) the principal place of business; d) the full
name of each of the partners; e) the term, if any, for which the
partnership is entered into and the date of its commencement; f) a
statement that the partnership is limited and the description of every
limited partner as such; and g) the sum contributed by each limited
partner and whether paid in cash or how otherwise.
Upon receipt of the Statement
together with the prescribed fee the Registrar shall cause same to be
filed and shall issue a certificate of registration of the limited
partnership.
The Registrar shall keep for public
inspection, a register and an index of all the limited partnerships
registered under the Act, and of all the statements registered in relation
to such partnerships.
