45. General Partnership: removal of partner

(1) On the application of a General Partnership or a partner of a General Partnership, the Court may order the removal of a partner in the circumstances that it considers appropriate.

(2) An order of the Court under subsection (1) does not dissolve the General Partnership.

46. General Partnership: outgoing partners

(1) The retirement, death, incapacity or removal of a partner of a General Partnership dissolves the partnership, unless the partnership agreement provides for the continuance of the partnership or the remaining partners elect to continue the partnership.

(2) If the General Partnership continues as provided for in subsection (1), the partners must provide the Registrar of Companies with a copy of an indemnity for the liabilities of the outgoing or deceased partner. If the partners do not provide the copy of the indemnity, the Registrar of Companies may refuse to allow the continuance of the General Partnership.

47. General Partnership: presumption of continuance of old terms

(1) If a General Partnership entered into for a defined time or a fixed venture or undertaking is continued after the time has ended or the venture or undertaking completed, and without any express new agreement, the rights and duties of the partners remain the same as they were at the end of that time or the completion of the venture or undertaking, so far as they are consistent with the terms of the partnership agreement.

(2) A continuance of the business, purpose or activity of the General Partnership by the partners, or such of them as regularly acted for the partnership, without any settlement or winding up of the partnership’s affairs, is presumed to be a continuance of the partnership.

48. Rights of assignee of share in General Partnership

(1) This section applies if:

• (a) a partner in a General Partnership assigns the partner’s share in the partnership, either absolutely or by way of mortgage or redeemable charge; and
• (b) the partner remains a partner after the assignment; and
• (c) the assignee’s interest in the partnership is only as assignee of the share.

(2) The assignment does not, as against the other partners, entitle the assignee, during the continuance of the partnership:

• (a) to interfere in the management or administration of the partnership’s business, purpose or activity; or
• (b) to require any accounts of the partnership’s transactions; or
• (c) to inspect the partnership’s Records or books.

(3) The assignee is entitled to receive the share of profits to which the assigning partner would otherwise be entitled, and the assignee must accept the accounts of profits agreed to by the General Partnership.

(4) The assignee is liable for the debts to which the assigning partner would otherwise be liable, and the assignee must accept the amount of the debt agreed to by the General Partnership.

(5) If the General Partnership is dissolved, whether in relation to all the partners or the assigning partner only, the assignee is entitled to receive the share of the partnership assets to which the assigning partner would otherwise be entitled.