Section 6
of International Limited Partnership Order, 2000
Section 6
(1)
Except as is permitted or required under this Order, a limited partner shall not take part in the conduct of the business of an ILP, and all letters, contracts, deeds, instruments or documents whatsoever shall be entered into by the general partner on behalf of the ILP.
(2)
If a limited partner, other than a trust corporation acting in such capacity for the purposes of this Order, takes part in the conduct of the business of the ILP in its dealings with persons who are not partners, then, subject to subsection (3), in the event of the insolvency of the ILP, the limited partner shall be liable, as though he were a general partner, for all debts and obligations of the ILP incurred during the period that he does so take part.
(3)
When a limited partner becomes liable by virtue of subsection (2), he shall be so liable only in respect of a debt or obligation incurred by the ILP in favour of a person who, at the time the debt or obligation was incurred, reasonably believed, on the basis of the conduct of the limited partner, that the limited partner was a general partner; and the assignment or other transfer of any such debt or obligation at any time before the insolvency of the ILP shall not affect any liability arising under subsection (2).
Incorporating amendments until S 1/2016
(Clean version) Nani/Amiriah/zimah _ as of 04.05.2019
8
BLUV as at 14 January 2016
(4)
For the purposes of this Order, a limited partner shall be deemed not to take part in the conduct of the business of an ILP by doing any one or more of the following –
(a)
being a contractor for, or an agent, attorney or employee of, the ILP or a general partner or acting as a director, officer or shareholder of a general partner which is a body corporate;
(b)
consulting with and advising a general partner with respect to the business of the ILP;
(c)
investigating, reviewing, approving or being advised as to the accounts or business affairs of the ILP or exercising any right conferred by this
Order;
(d)
acting as surety or guarantor or providing any other form of security for the ILP, either generally or in respect of specific obligations;
(e)
approving or disapproving an amendment to the partnership agreement;
or
(f)
voting as a limited partner on one or more of the following matters –
(i)
the dissolution and winding up of the ILP;
(ii)
the purchase, sale, exchange, lease, mortgage, pledge or other acquisition or transfer of any asset by or on behalf of the ILP;
(iii)
the incurring or renewal of any indebtedness of the ILP;
(iv)
a change in the nature of the business of the ILP;
(v)
the admission, removal or withdrawal of a general or limited partner and the continuation of the business of the ILP thereafter;
or
(vi)
transactions in which one or more of the general partners have an actual or potential conflict of interest with one or more of the limited partners.
(5)
Subsection (4) does not import any implication that the possession or exercise of any other power of a limited partner necessarily constitutes the taking part by that partner in the business of the ILP.
Incorporating amendments until S 1/2016
(Clean version) Nani/Amiriah/zimah _ as of 04.05.2019
9
BLUV as at 14 January 2016
Admission of limited partners and assignment of interest.