22. Limited Partnerships: legal personality

(1) The Limited Partnership is a legal person and can sue and be sued in its own name.

(2) Subsection (1) does not alter the liability of the partners.

23. Limited Partnerships: partnership property

Unless otherwise provided in the partnership agreement of a Limited Partnership, these Regulations or the Rules:

• (a) the partnership property must be held and applied by the Partners exclusively for the purposes of the partnership and in accordance with the partnership agreement;
• (b) the beneficial interest in all Limited Partnership Property is shared evenly between the Partners.

24. Limited Partnerships: power of General Partners to bind partnership

(1) Each General Partner of a Limited Partnership is an agent of the partnership for the purpose of the partnership’s business, purpose or activity.

(2) An act of a General Partner of a Limited Partnership in the ordinary course of the partnership’s business, purpose or activity binds the partnership, unless:

• (a) the partner had no authority to act for the partnership in the particular matter and the Person with whom the partner was dealing had notice that the partner had no authority; or
• (b) there are circumstances of fraud or misrepresentation.

(3) If the General Partners of a Limited Partnership agree that a restriction should apply to the power of any 1 or more of them or anyone else to bind the partnership, nothing done in contravention of the restriction is binding on the partnership in relation to Persons having notice of the restriction.

25. Limited Partnerships: Partners bound by acts on behalf of partnership

An act or instrument relating to the business, purpose or activity of a Limited Partnership is binding on the partnership if it is done or executed in the partnership’s name, or in any other way showing an intention to bind the partnership, by any authorised Person (whether a partner or not).

26. Limited Partnerships: execution of Documents by General Partners

(1) If a General Partner of a Limited Partnership signs or otherwise executes a Document on behalf of the partnership, it must be presumed in favour of any Person who is not a Partner that:

• (a) the General Partner had the authority under which the General Partner purported to act; and
• (b) the executed Document was validly executed.

(2) However, a Person may not rely on subsection (1) if the General Partner had no authority to act for the Limited Partnership in the particular matter and the Person had notice that the partner had no authority.

27. Limited Partnership: indemnification of Partners etc.

Subject to the partnership agreement of a Limited Partnership, the partnership may indemnify any Partner or other Person from and against any and all claims and demands of any kind.

28. Limited Partnerships: admission of additional Limited Partners

Additional Limited Partners may be admitted to a Limited Partnership in accordance with the partnership agreement.

29. Limited Partnerships: assignment of interest by Limited Partner

(1) A Limited Partner of a Limited Partnership may, with the consent of the General Partners or in accordance with the partnership agreement, assign, in whole or part and including by way of security, the Limited Partner’s interest in the partnership to another Person.

(2) The assignee does not become a Limited Partner in the Limited Partnership until the assignee’s ownership of the assigned interest is entered in the partnership’s register kept in accordance with section 16(4)(a) (Limited Partnerships: registered office and conduct of business etc.).