FIRST SCHEDULE
WHEN PERSONS DO NOT CARRY ON BUSINESS TOGETHER
1.A person does not carry on a business with another merely because the person —(a)receives a payment contingent on or varying with the profits of a business;(b)is an agent of a person engaged in a business and has a contract for his remuneration by a share of the profits of the business;(c)receives a debt or other liquidated amount, by instalments otherwise out of the accruing profits of a business;(d)is the beneficiary of the estate of a person who has died and receives in the form of annuity a share of profits made in a business in which the deceased was a partner;(e)lends money to a person engaged in or about to engage in a business and, under the contract for the loan, is to receive a rate of interest varying with the profits of the business or a share of those profits; or(f)sells the goodwill of a business and receives, in form of annuity or otherwise, a share of the profits of the business in return for the sale.2.A person does not carry on a business with another merely because they share an interest in property whether or not they share profits made by the use of the property.3.A person does not carry on a business with another merely because they share gross profits whether or not they have a joint or common interest in any property from which, or from the use of which, the returns are derived.SECOND SCHEDULE
WINDING UP BY LIQUIDATOR
Part 1 – GENERAL
1.Effect of liquidator’s appointment.(1)On the appointment of a liquidator, all the powers of the partners cease, except so far as the liquidator sanctions their continuance.(2)Each partner and each person interested in the winding up has a duty to cooperate with the liquidator in relation to the winding up.(3)In relation to the winding up by the liquidator, the duty imposed by section 10 applies not only to a partner but also to a person interested in the winding up.2.General duties of liquidator.The liquidator shall—(a)get in and realise the partnership property;(b)pay the debts and discharge the liabilities of the partnership in accordance with the default rule in section 41(3) whether or not the partnership agreement provides otherwise;(c)distribute any surplus in accordance with the default rules in section 41 (3) or any substitute provisions in the partnership agreement; and(d)ensure that all trust property is transferred to—(i)the person entitled to the property; or(ii)a trustee for that person.3.General powers of liquidator.(1)The liquidator may—(a)with the approval of each of the partners; or(b)with the sanction of the Court, exercise any of the powers specified in Part 2 of this Schedule.(2)The liquidator may exercise [all or] any of the powers specified in Part 3 of this Schedule.4.Distribution of partnership property to partners etc. in its existing form.The liquidator may—(a)if so permitted by the partnership agreement;(b)with the approval of each of the partners; or(c)with the sanction of the Court, sell or transfer, according to its estimated value, to a partner or to a person interested in the winding up any particular partnership property in its existing form.5.Contracts entered into by liquidator.(1)A contract entered into by the liquidator in the performance of the liquidator’s functions is taken to be entered into by the partner on behalf of the partnership, unless the contract provides that he should be personally liable on it.(2)A liquidator who assumes personal liability under the contract, is entitled to an indemnity out of partnership property in respect of that liability.(3)This paragraph does not—(a)limit a right to indemnity which the liquidator would have apart from it;(b)limit the liability of the liquidator on contracts entered into in breach of this Schedule or an order of the Court; or(c)confer a right to indemnity in respect of liability under subparagraph (b).6.Court’s power to vest property in liquidator.(1)On the application of the liquidator, the Court may, by order, direct that all or any part of the partnership property is to vest in the liquidator by the liquidator’s official name.(2)If the Court makes such an order, the property to which the order relates vests accordingly.(3)The liquidator may, after giving such indemnity, if any, as the Court may direct, bring or defend in his official name any legal proceeding—(a)that relates to that property; or(b)that it is necessary to bring or defend for the purpose of effectively winding up the partnership and recovering partnership property.7.Disclaimer of onerous property.(1)The Cabinet Secretary may make regulations conferring on the liquidator power to disclaim onerous property.(2)The Cabinet Secretary may, in particular, provide for—(a)what constitutes onerous property;(b)the procedure for disclaiming such property;(c)the effect of the disclaimer with respect to the partnership and to persons affected by the operation of the disclaimer; and(d)the Court powers in relation to property which is disclaimed.8.Effect of partnership’s insolvency.(1)This paragraph applies if—(a)the partnership is unable to pay its debts; and(b)there is no reasonable prospect of its becoming able to pay its debts.(2)For purposes of this paragraph, a partnership shall be taken to be unable to pay its debts if—(a)it is unable to pay its debts as they fall due; or(b)the value of its assets is less than the amount of its liabilities, taking into account its contingent and prospective liabilities.(3)If satisfied that the partnership is unable to pay its debts, the liquidator must apply to the Court for a winding-up order to be made against the partnership under the provisions of the Insolvency Act (Cap. 53).(4)Subparagraph (3) does not apply if the liquidator has reasonable grounds for believing that the Court does not have jurisdiction to make a winding-up order against the partnership under the Insolvency Act (Cap. 53).(5)If subparagraph (4) applies, the liquidator shall apply to the Court for directions and such order as it thinks fit.(6)The Court may only deal with an application under subparagraph (3) or (5) if it is made or presented by the liquidator not later than one month after the commencement of this Act.(7)The application shall contain a statement relating to the partnership business and affairs, including—(a)particulars of the partnership’s assets, debts and liabilities;(b)a summary of the liquidator’s receipts and payments;(c)the names and addresses of the partnership’s creditors;(d)securities held by them respectively; and(e)dates when the securities were respectively given.(8)A liquidator who, without reasonable excuse, fails to comply with this paragraph—(a)commits an offence and is liable on conviction to a fine not exceeding two hundred thousand shillings; and(b)in addition, is liable for any resulting loss suffered by a partner, a person interested in the winding up, or a creditor of the partnership.9.Annual accounts.(1)If the winding up by the liquidator continues for more than one year, the liquidator shall prepare a full and true statement of accounts, specifying—(a)the liquidator’s acts and dealings; and(b)the conduct of the winding up, during the year.(2)The liquidator shall convene a partnership meeting for the purpose of—(a)laying the statement of accounts before the meeting; and(b)giving an explanation of it.(3)The persons entitled to attend the meeting are—(b)each person interested in the winding up.(4)The liquidator shall ensure that the meeting convened under subparagraph (2) shall be held—(a)at the end of the first year from the date of the appointment of the liquidator, and of each succeeding year; or(b)at the first convenient date within three months from the end of the year.(5)A liquidator who fails to comply with this paragraph, commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.10.Final accounts.(1)When the liquidator has, to the best of his knowledge and belief, complied with paragraph 2 of this Schedule, he shall prepare a full and true account of the conduct of the winding up showing, in particular—(a)a summary of his receipts and payments; and(b)how the partnership property and trust property has been disposed of.(2)The liquidator shall convene a partnership meeting for the purpose of—(a)laying the accounts before the meeting; and(b)giving an explanation of it.(3)The persons entitled to attend the meeting are—(b)the persons interested in the winding up.(4)The persons attending the meeting may vote against the release of the liquidator under paragraph 15.(5)Subparagraph (4) does not apply if the partnership agreement provides for a quorum for the meeting and such quorum is not present.(6)It is a default rule that a resolution against the liquidator’s release may be decided upon by a majority of the persons attending the meeting.(7)The liquidator ceases to hold office at the end of the meeting or, if no one attends the meeting, at the time it was due to end.(8)A liquidator who without reasonable excuse fails to comply with this paragraph, commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.11.Power of Court to order an account.A partner or a person interested in the winding up may, if not satisfied with the way in which the liquidator is conducting the winding up of the partnership, apply to the Court to order an account to be taken of the partnership business and affairs.12.Reference of questions to Court.(1)An application may be made to the Court to determine any question arising in the winding up of the partnership.(2)The application may be made by—(c)a person interested in the winding up;(d)a creditor of the partnership; or(e)if not a creditor of the partnership, a person who ceased to be a partner before the break up of the partnership.(3)If the Court is satisfied that the determination of the question will be just and beneficial, it may—(a)impose such terms and conditions as it thinks fit; or(b)make such other order as it thinks fit.13.Resignation of liquidator.(1)A liquidator may, at any time, resign as liquidator by giving notice of intention to do so.(2)A notice shall include a full and true account of the conduct of the winding up showing, in particular—(a)a summary of receipts and payments; and(b)how any partnership property or trust property has been disposed of.(3)The notice shall be given to—(c)each person interested in the winding up; and(d)if the liquidator was appointed on the application of a creditor of the partnership, the creditor.(4)A resignation notice takes effect—(a)at the end of eight weeks starting with the day on which it is given; or(b)at the time from which the liquidator’s release has effect under paragraph 15(2).14.Appointment or removal of liquidator by Court.(1)if for any reason no liquidator acting, the Court may appoint a liquidator.(2)The Court may, on cause shown, remove a liquidator and appoint another.15.Release of liquidator from liquidator’s obligations.(1)If the liquidator complies with paragraph 10 and either—(a)no one attends the meeting convened under paragraph 10(2);(b)the person or persons attending the meeting do not resolve against his release under paragraph 10(4); or(c)no vote against his release takes place by virtue of the liquidator paragraph 10(5), the liquidator is released with effect from the time at which the liquidator ceases to hold office.(2)The Court may, on application, order that—(b)a person who has ceased to be the liquidator,should be released with effect from a time specified in the order.(3)An application under subparagraph (2) may be made by—(a)the person to whom the application relates; or(b)if that person has died, that person’s personal representative.(4)A liquidator who is released is, with effect from the time specified in subparagraph (1) or (2) discharged from all liability to partners, former partners and the partnership—(a)in respect of any acts or omissions of the liquidator in the winding up; and(b)otherwise in relation to conduct as liquidator.(5)In subparagraph (4), "liquidator" includes a person who has ceased to be the liquidator.16.Expenses of winding up.All expenses properly incurred in the winding up, including the remuneration of the liquidator or any provisional liquidator appointed under section 55, are payable out of the partnership’s assets in priority to all other claims.Part 2 – POWER OF LIQUIDATOR EXERCISABLE WITH APPROVAL OR SANCTION
17.A liquidator has the following powers which are only exercisable with approval or sanctions—(a)a power to enter into arrangement with creditors or persons claiming to be creditors, any claim or in damages against the partnership, or whereby the partnership may be rendered liable;(b)a power to compromise, on such terms as may be agreed—(i)all debts and other liabilities and liabilities which subsist or may subsist, between the partnership and any other person;(ii)all questions relating to the assets or the winding up of the partnership; and(c)a power to take any security for the discharge of any such debt, liability or claim and to give a complete discharge in respect of it;(d)a power to carry on the partnership business so far as may be necessary for the beneficial winding up of the partnership.Part 3 – POWERS OF LIQUIDATOR EXERCISABLE WITHOUT APPROVAL OR SANCTION
18.A liquidator has the following powers which may be exercised without approval or sanction—(a)a power to bring or defend any action or other legal proceeding in the name and on behalf of the partnership;(b)subject to paragraph 4 of Part 1, a power to sell any partnership property by public auction or private contract with power—(i)to transfer the whole of it; or(ii)to sell it in parcels;(c)a power to do all acts and to execute, in the name and on behalf of the partnership, all deeds, receipts and other documents;(d)a power to claim in the bankruptcy, insolvency or sequestration of any partner, former partner or other debtor of the partnership for any balance against his estate, and to receive dividends in respect of that balance, as a separate debt due from the bankrupt or insolvent partner; and(e)a power to borrow any money required on the security of the partnership’s assets;(f)a power to appoint an agent to do any business which it would be unreasonable for the liquidator to have to do the partnership;(g)a power to do all other things necessary for winding up the partnership.THIRD SCHEDULE
FUNCTIONS OF PROVISIONAL LIQUIDATOR
1.Effect of provisional liquidator’s appointment.(1)On the appointment of a provisional liquidator, all the powers of the partners are suspended, except so far as the provisional liquidator sanctions their continuance, until the determination of the application under section 53.(2)Each partner and each person interested in the winding up shall have the duty to cooperate with the provisional liquidator in relation to the performance of the functions of the liquidator.(3)In relation to the performance of those functions, the duty of acting in good faith imposed by section 10 applies not only to a partner hut also to a person interested in the winding up.2.General duty of provisional liquidator.(1)The provisional liquidator shall secure the preservation of—(a)partnership property; and(b)trust property, until the application under section 53 has been determined.(2)The provisional liquidator may not begin to wind up the partnership until the application under section 53 is determined.3.General powers of provisional liquidator.(1)A provisional liquidator may—(a)with the approval of all the partners; or(b)with the sanction of the Court, exercise any of the powers of a liquidator specified in the Second Schedule.(2)For the purpose, of paragraph 3, the power specified in Part 3 of the Second schedule is limited to power to carrying on the partnership business so far as may be necessary for the preservation of partnership property or trust property.4.Contracts entered into by provisional liquidator.(1)A contract entered into by the provisional liquidator in the performance of his functions is to be taken to be entered into by the partner on behalf of the partnership, unless the contract provides that he should be personally liable on it.(2)If the provisional liquidator assumes personal liability under the contract, he is entitled to an indemnity out of partnership property in respect of that liability.(3)This paragraph does not—(a)limit any right to indemnity which the provisional liquidator would have apart from it;(b)limit the liability of the provisional liquidator on contracts entered into in breach of this Schedule or an order of the Court; or(c)confer a right to indemnity in respect of any liability under paragraph (b).5.Resignation of provisional liquidator.(1)The provisional liquidator may, at any time, resign by giving notice of intention to do so.(2)The notice shall include a full and true statement of his acts and dealings as provisional liquidator, and shall be given to—(c)each person interested in the winding up; and(d)if the provisional liquidator was appointed on the application of a creditor of the partnership, the creditor.(3)The resignation notice shall lake effect—(a)at the end of eight weeks starting with the day on which it is given; or(b)if the provisional liquidator’s release has effect under paragraph 8(1) at an earlier time, at that time.6.Appointment or removal of provisional liquidator by Court.(1)If for any reason there is no provisional liquidator acting, the Court may appoint a provisional liquidator.(2)The Court may, on cause shown, remove a provisional liquidator and appoint another liquidator.7.Ceasing to hold office.The provisional liquidator ceases to hold office on the determination of the application under section 53.8.Release of provisional liquidator.(1)The Court may, on application, order that—(a)the provisional liquidator; or(b)a person who has ceased to be the provisional liquidator, be released with effect from a time specified in the order.(2)An application under subparagraph (1) may be made by—(a)the person to whom the application relates; or(b)if such a person is deceased, a personal representative.(3)A provisional liquidator who shall released is, with effect from the time specified in subparagraph (1), be discharged from all liability to partners, former partners and the partnership—(a)in respect of any acts or omissions in the performance of the functions of provisional liquidator; and(b)otherwise in relation to his conduct as provisional liquidator.FOURTH SCHEDULE
PERMITTED ACTIVITIES FOR LIMITED PARTNERS
A limited partner may undertake any of the following activities—(a) taking part in a decision about the variation of the partnership agreement;(b) taking part in a decision about whether to approve, or veto, a class of investment by the limited partnership;(c) taking part in a decision about whether the general nature of the partnership business should change;(d) taking part in a decision about whether to dispose of the partnership business or to acquire another business;(e) taking part in a decision about whether a person should become or cease to be a partner;(f) taking part in a decision about whether the partnership should end;(g) taking part in a decision about how the partnership should be wound up;(h) enforcing a partner’s rights under the partnership agreement, unless those rights are to carry out management functions;(i) approving the accounts of the limited partnership;(j) being engaged under a contract by the limited partnership or by a general partner in the limited partnership, unless the contract is to carry out management functions;(k) acting as a director or employee of, or a shareholder in, a corporate general partner;(l) taking part in a decision [that] involves an actual or potential conflict of interest between a limited partner or limited partners, and a general partner or general partners;(m) discussing the prospects of the partnership business;(n) consulting or advising a general partner, or the general partners, about the activities of the limited partnership or about its accounts, including doing so as a member of an advisory committee of the limited partnership.FIFTH SCHEDULE
SPECIAL PROVISIONS FOR LIMITED PARTNERSHIPS
PART 1
REGISTRATION OF CHANGES AND CORRECTIONS
1.Change of partnership name.(1)For the name of a limited partnership to be changed, notice of the proposed change shall be delivered to the Registrar.(2)The notice shall—(a)specify the existing name of the limited partnership;(b)specify the proposed name of the limited partnership; and(c)if section 68 applies, contain the written consent of the partners.(3)The notice shall be signed by—(a)the general partner or, if there is more than one general partner, all of them; or(b)a person, other than a general partner, who has authority to give the notice on behalf of the partnership.(4)On receiving the notice, the Registrar shall—(a)amend the register to record the change of name; and(b)issue the partnership with a certificate of the change of name.(5)The certificate shall specify the change of name and the date on which the change was registered and shall be signed by the Registrar.(6)The change of name shall have effect from the date on which it was registered.(7)A change of the name of a limited partnership shall not—(a)affect any rights or duties of the partnership; or(b)render defective any legal proceedings by or against it,and any legal proceedings that might have been continued or commenced by or against it in its former name may be continued or commenced by or against it in its new name.2.Change of registered office.(1)For the registered office of a limited partnership to be changed, notice of the proposed change shall be delivered to the Registrar, specifying the existing registered office of the limited partnership and the proposed registered office.(2)The notice shall be signed by—(b)a person other than a general partner who has authority to give the notice on behalf of the partnership.(4)On receiving the notice, the Registrar shall amend the register to record the change of registered office.(5)The change shall have effect from the date on which it was registered.3.Registration of new limited partners.(1)For a person to become a limited partner in an existing limited partnership, notice that he is a proposed limited partner shall be delivered to the Registrar.(2)The notice shall specify—(a)the name of the limited partnership;(b)the name of the proposed limited partner; and(c)the amount of any relevant capital contribution being made by the partner to the partnership.(3)If the proposed limited partner is an existing general partner in the limited partnership, the notice shall state that fact.(4)The notice shall be signed by—(b)a person other than a general partner who has authority to give the notice on behalf of the partnership.(5)If subparagraph (2)(b) applies, the notice may not be signed by the proposed limited partner.(6)On receiving a notice under this paragraph, the Registrar shall—(a)register the proposed limited partner as a limited partner in the partnership; and(b)if subparagraph (2)(b) applies, ensure that the register is amended to record the fact that the partner has ceased to be a general partner in the partnership.(7)The proposed limited partner becomes a limited partner on the date recorded in the register as the date of his registration.4.Registration of persons ceasing to be limited partners.(1)For a person to cease to be a limited partner in a limited partnership, otherwise than—(b)on the dissolution of the partnership,notice that he is to cease to be a limited partner shall be delivered to the Registrar.(2)The notice shall specify—(a)the name of the limited partnership; and(b)the name of the person who is to cease to be a limited partner.(3)If the person to whom the notice relates is to become a general partner in the limited partnership, the notice shall state that fact.(4)The notice shall be signed by—(b)a person other than a general partner who has authority to give the notice on behalf of the partnership.(5)If—(a)subparagraph (3) applies; and(b)the partnership does not have one or more general partners,the notice shall be signed by the person to whom the notice relates.(6)On receiving a notice under this paragraph, the Registrar shall—(a)register the person as no longer being a limited partner in the partnership; and(b)if subparagraph (3) applies, ensure that the register is amended to reflect the fact that the person has become a general partner in the partnership.(7)The person ceases to be a limited partner on the date recorded in the register as the date on which he is no longer a limited partner in the partnership.5.Registration of certain changes relating to limited partnerships.(1)In this paragraph "relevant event", in relation to a limited partnership, means any of the following occurrences-(a)when a person becomes a general partner of the partnership;(b)when a person ceases to be a general partner of the partnership;(c)when a person ceases to be a limited partner of the partnership because of death or if not an individual dissolution;(d)when the name of an existing general or limited partner of the partnership changes;(e)when the address of an existing general partner of the partnership changes;(f)when there is a change in the amount of the relevant capital contribution of a limited partner of the partnership.(2)Notwithstanding subparagraph (1), the following shall not be regarded as relevant events for the purposes of this clause—(a)when a person who is a limited partner becomes a general partner;(b)when a person who is a general partner becomes a limited partner.(3)Within twenty-eight days after a relevant events in relation to limited partnership, the general partners shall ensure that a notice complying with this paragraph is lodged with the Registrar for registration.(4)The notice shall give details of the relevant event and shall be signed by—(b)a person other than a general partner who has authority to give the notice on behalf of the partnership.(5)A person who has ceased to be a general partner in a limited partnership may, at any time during the existence of the partnership, lodge with the Registrar a notice—(a)signed by the person; and(b)stating that the person has ceased to be a general partner in the partnership.(6)On receiving a notice of a relevant event in accordance with subparagraph (1) or (5), the Registrar shall amend the register so far as necessary to record the relevant event.(7)If subparagraph (1) is not complied with, each of the general partners of the limited partnership commits an offence and is liable on conviction to a fine not exceeding one hundred thousand shillings.(8)If, after the general partners of a limited partnership have been found guilty of an offence under subparagraph (7), the general partners continue to fail to lodge with the Registrar a notice of the relevant event that complies with this paragraph, each of those partners commit a further offence on each day during which the failure continues and is liable on conviction to a fine not exceeding fifty thousand shillings for each such offence.6.Registration of corrections.(1)As soon as practicable after becoming aware of an error in an entry in the register, the Registrar shall correct the error.(2)Subparagraph (1) shall apply whether the error was discovered by the Registrar or as a result of being notified by a general partner of the partnership concerned, or by a person other than a general partner who has authority to act on behalf of the partnership.(3)As soon as practicable after correcting an error relating to information contained in—(a)in a certificate of the registration of a limited partnership; or(b)in a certificate of a change in the name of such a partnership,the Registrar shall issue to the partnership a revised certificate.(4)In this paragraph, "error" includes an error resulting from incorrectly transposing information provided to the Registrar by or on behalf of a limited partnership as well as an error attributable to a failure to provide the Registrar with the correct information about a matter relating to such a partnership.PART 2
CANCELLATION OF REGISTRATION OF LIMITED PARTNERSHIPS
7.Power to cancel the registration of limited partnership on application by partners.(1)The Registrar may cancel the registration of a limited partnership if—(a)an application for cancellation has been lodged with the Registrar;(b)the application complies with this paragraph; and(c)the Registrar has published the requisite cancellation of registration warning notice and no person has, within three months after the publication of that notice, shown cause why the registration of the partnership should not be cancelled.(2)An application may be made under this paragraph only if—(a)all the persons who are partners at the time of the application agree; or(b)if, at the time of the application, the partnership has been dissolved, all the persons who were partners immediately before dissolution agree.(3)An application complies with this clause if—(a)it—(i)confirms that each of the persons whose agreement is required under subparagraph (2)(a) or (b) has agreed to make the application;(ii)states who those persons are; and(iii)confirms whether they are the persons named on the register as partners and, if not, explain why not; and(b)it is signed—(i)by the general partner or, if there is more than one general partner by all of them; or(ii)by a person other than a general partner who has authority to make the application on behalf of the partnership; and(c)if the partnership has no general partners, it is signed by all of the persons whose agreement is required under subparagraph (2)(a) or (b).(4)Paragraphs 4 and 5 apply in relation to the cancellation of registration of a limited partnership that has been dissolved as if the references to a limited partnership in those paragraphs were references to a dissolved limited partnership.8.Power of Registrar to cancel registration of limited partnership after inquiry.(1)The Registrar may cancel the registration of a limited partnership if—(a)the Registrar—(i)reasonably believes that one or more grounds for doing so exists;(ii)has made the requisite preliminary inquiries; and(iii)has published the requisite cancellation of registration warning notice; and(b)no person has, before the completion of those inquiries or within three months after the publication of that notice, shown cause why the registration of the partnership should not be cancelled.(2)The following are the grounds for cancelling the registration of a limited partnership—(a)that the partnership has been dissolved;(b)that the partnership does not have—(i)one or more general partners; and(ii)one or more limited partners;(c)that the partnership does not have a registered office as required by section 64;(d)subject to subclause (4), if the limited partnership was formed under section 69, that the partners have not started to carry on a business with a view to making a profit.(3)The Registrar may not cancel the registration of a limited partnership on the ground that it does not have one or more general partners if—(a)an application has been made under section 52 for the appointment of a liquidator for the partnership and the application has not been determined; or(b)a liquidator appointed in respect of the partnership has not ceased to hold office without being replaced.(4)The Registrar may not deregister a limited partnership on the ground specified in subparagraph (2)(d) before the end of two years starting with the day on which the partnership was registered.(5)Paragraphs 9 to 11 apply to the cancellation of registration of a limited partnership on the ground specified in subparagraph (2)(a) as if the references in those subparagraphs to a limited partnership were references to a dissolved limited partnership.9.Preliminary inquiries to be made before cancellation.(1)For the purposes of paragraph 8, the requisite preliminary inquiries before cancellation shall be made in respect of a limited considered partnership if the Registrar has sent two letters of inquiry to the registered office of the partnership in accordance with subparagraphs (2) to (5).(2)The Registrar shall ensure that each of the letters referred to subparagraph (1)-(a)states that the Registrar reasonably believes that one or more of the grounds exist for cancelling the registration of the partnership;(b)specifies the relevant ground or grounds for cancellation; and(c)invites any person named on the register as a partner to show cause, within the period specified for responding to the letter, why the registration of the partnership should not be cancelled.(3)The Registrar shall send the second letter—(a)at the end of two weeks after the expiry of the period specified for replying to the first letter or as soon as possible thereafter; and(b)by registered post or recorded delivery.(4)The period for responding to each of the letters is one month from the date of receipt of the letter.(5)If there are reasonable grounds for believing that the partnership does not have a registered office, the Registrar shall send the letters of inquiry—(a)in the case of each person named on the register as a general partner, to the address of that person as specified in the register; and(b)in the case of each person named on the register as a limited partner, to the address of such person, if known to the Registrar, address if known to the Registrar.10.Deregistration warning.(1)The requirements for a warning notice on cancellation of registration are that—(a)the notice shall comply with this paragraph; and(b)at least three months before the registration of the relevant limited partnership is cancelled, the notice shall be published in the Gazette.(2)A cancellation of registration warning notice shall be considered to comply with this paragraph if it—(a)specifies the name under which the relevant limited partnership is registered;(b)states that the Registrar is contemplating cancelling the registration of the partnership under this Act; and(c)invites any person to show cause why the registration of that partnership should not be cancelled.(3)In this paragraph, "limited partnership" includes a limited partnership that has been dissolved.11.Action after deregistration.(1)If the Registrar deregisters a limited partnership, the Registrar shall publish notice of the fact in the Gazette, specifying the date on which the deregistration is effected.(2)Cancellation of the registration of a limited partnership takes effect on the date specified in the relevant notice of cancellation.(3)On deregistration—(a)the partnership becomes a general partnership; and(b)each general or limited partner in the partnership becomes a partner in the general partnership.(4)Subparagraph (3) shall not apply if the limited partnership concerned had been dissolved before its registration was cancelled.(5)Cancellation of registration shall not affect the personal liability of a partner for partnership obligations incurred while the partnership was registered as a limited partnership.12.Order where limited partnership should not have been deregistered.(1)This paragraph applies if—(a)the registration of a limited partnership has been cancelled;(b)after the cancellation, the partnership continued to exist as a general partnership; and(c)the partnership was subsequently re-registered as a limited partnership under section 69.(2)An application for an order under this paragraph may be made to the Court by a limited partnership to which this clause applies or by a partner of that partnership.(3)On the hearing of an application made under subparagraph (2), the Court may by order make such provisions as it considers shall put the limited partnership concerned and other persons—(a)in the position they would have been in had the registration of that partnership not been cancelled; or(b)so nearly in that position as the Court considers just and equitable.(4)Notwithstanding subparagraph (3), the Court may make such an order only if it considers that—(a)the condition in subparagraph (3) or (4) is satisfied; and(b)it is just and equitable to do so.(5)If the registration of the limited partnership concerned was cancelled under paragraph 7, the condition is that the application for cancellation was made in contravention of subparagraph (2) of that paragraph 7.(6)If the registration of the limited partnership concerned was cancelled under paragraph 8, the condition is that either—(a)none of the grounds for cancellation specified in subparagraph (2) of paragraph 8 were applicable to the partnership; or(b)the registration of the partnership was cancelled in contravention of paragraph 8(3) or (4).(7)An application under subparagraph (2) shall be made before the end of three years starting with the day on which the notice of cancellation was published under paragraph 11.PART 3
ADMINISTRATION OF THE REGISTRATION SYSTEM
13.Power of Registrar in relation to lodgement of documents.(1)For the purposes of this Schedule, "lodge", in relation to a document required to be lodged with the Registrar, includes sending the document in a form and by means approved by the Registrar.(2)If—(a)the Registrar directs that a class of documents are lodged with a person designated by the Registrar; and(d)the direction is printed and made available to the public with or without payment,documents of that class which are delivered to a person other than the designated person shall be treated as if they had not been lodged with the Registrar for the purposes of this Act.14.Registration of information about limited partnerships.(1)The information contained in a document lodged with the Registrar under this Part may be registered and kept by the Registrar in any form the Registrar thinks fit, provided it is possible to inspect the information and to produce a copy of it in legible form.(2)The Registrar shall keep for not less than ten years the originals of documents lodged under his part, and may destroy them thereafter.15.Inspection of registers etc.(1)Any person may inspect information kept by the Registrar for the purposes of this Act and may require—(a)a copy, in such form as the Registrar considers appropriate, of information kept in the register; or(b)a certified copy of the original of a document or of any specified part of it.(2)Any person may require a certificate, signed by the Registrar, of—(a)the registration of a partnership as a limited partnership; or(b)the registration of a change in the name of a limited partnership.
