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有限责任合伙经营条例英文版

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有限合伙经营条例(英文版)

LIMITED PARTNERSHIPS ORDINANCE (CHAPTER 37) ARRANGEMENT OF SECTIONSSection1. Short title2. Interpretation3. Definition and constitution of limited partnership4. Registration of limited partnership required5. Modifications of general law in case of limited partnerships6. Law as to private partnership to apply7. Manner and particulars of registration8. Registration of changes in partnership9. Advertisement of certain changes10. (Repealed)11. Making false returns to be misdemeanor12. Registrar to file statement and issue certificate of registration13. Register and index to be kept14. Inspection of statements registered15. Rules16. FeesSchedule. Table of Fees payable to the Registrar of CompaniesTo establish limited partnerships.[1 June 1912) 1. Short titleThis Ordinance may be cited as the Limited Partnerships Ordinance.(Amended 43 of 1912 Schedule; 5 of 1924 s. 6)2. Interpretation(1) In this Ordinance, unless the context otherwise requires--"firm", "firm name", and "business" have the same meanings as in thePartnership Ordinance (Cap. 38);"general partner" means any partner who is not a limited partner asdefined by this Ordinance;"Registrar of Companies" means the officer appointed for the registrationof companies under the Companies Ordinance (Cap. 32).Application(2) This Ordinance shall apply to such partnerships carrying on businessin the Colony as in the opinion of the Registrar of Companies can properlybe described as non-Chinese partnerships.(Amended 43 of 1912 Schedule)[cf. 1907 c. 24 s. 3 U. K.]3. Definition and constitution of limited partnership(1) Limited partnerships may be formed in the manner and subject to theconditions by this Ordinance provided. (Amended 43 of 1912 Supp. Schedule;G. N. 246 of 1913)(2) A limited partnership shall not consist in any caseof more than 20 persons, and must consist of one or more persons calledgeneral partners, who shall be liable for all debts and obligations of thefirm, and one or more persons to be called limited partners, who shall atthe time of entering into such partnership contribute thereto a sum orsums as capital or property valued at a stated amount, and who shall notbe liable for the debts or obligations of the firm beyond the amount socontributed. (Amended 5 of 1924 Schedule)(3) A limited partner shall not during the continuance of the partnership,either directly or indirectly, draw out or receive back any part of thiscontribution, and if he does so draw out or receive back any such part,shall be liable for the debts and obligations of the firm up to the amountso drawn out or received back.(4) A body corporate may be a limitedpartner.[cf. 1907 c. 24 s. 4 U. K.]4. Registration of limited partnership requiredEvery limited partnership must be registered as such in accordance withthe provisions of this Ordinance, or in default thereof it shall be deemedto be a general partnership and every limited partner shall be deemed tobe a general partner.[cf. 1907 c. 24 s. 5 U. K.]5. Modifications of general law in case of limited partnerships(1) A limited partner shall not take part in the management of thepartnership business, and shall not have power to bind the firm:Provided that a limited partner may be himself or his agent at any timeinspect the books of the firm and examine into the state and prospects ofthe partnership business, and may advise with the partners thereon.(2) If a limited partner takes part in the management of the partnershipbusiness, he shall be liable for all debts and obligations of the firmincurred while he so takes part in the management as though he were ageneral partner.(3) A limited partnership shall not be dissolved by the death orbankruptcy of a limited partner, and the lunacy of a limited partner shallnot be a ground for dissolution of the partnership by the court unless thelunatic's share cannot be otherwise ascertained and realized.(4) In the event of the dissolution of a limited partnership its affairsshall be wound up by the general partners unless the court otherwiseorders.(5) Application to the court to wind up a limited partnership shall be bypetition under the Companies Ordinance (Cap. 32), and the provisions ofthat Ordinance relating to the winding-up of companies by the court and ofthe rules made thereunder (including provisions as to fees) shall, subjectto such modification (if any) as the Governor in Council may by rulesprovide, apply to the winding-up by the court of limited partnerships,with the substitution of general partners for directors.(6) Subject toany agreement expressed or implied between the partners--(a) anydifference arising as to ordinary matters connected with the partnershipbusiness may be decided by a majority of the general partners;(b) a limited partner may, with the consent of the general partners,assign his share in the partnership, and upon such an assignment theassignee shall become a limited partner with all the rights of theassignor;(c) the other partners shall not be entitled to dissolve the partnershipby reason of any limited partner suffering his share to be charged for hisseparate debt;(d) a person may be introduced as a partner without theconsent of the existing limited partners;(e) a limited partner shall not be entitled to dissolve the partnership bynotice. [cf. 1907 c. 24 s. 6 U. K.]6. Law as to private partnership to applySubject to the provisions of this Ordinance, the Partnership Ordinance(Cap. 38), and rules of equity and of common law applicable topartnerships, except so far as they are inconsistent with the expressprovisions of the last-mentioned Ordinance, shall apply to limitedpartnerships.7. Manner and particulars of registrationThe registration of a limited partnership shall be effected by sending byregistered post or delivering to the Registrar of Companies a statementsigned 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 thedate of its commencement;(f) a statement that the partnership is limited, and the description ofevery limited partner as such;(g) the sum contributed by each limited partner, and whether paid in cashor how otherwise.[cf. 1907 c. 24 s. 8 U. K.]8. Registration of changes in partnerships(1) If during the continuance of a limited partnership any change is madeor occurs in--(a) the firm name;(b) the general nature of the business;(c) the principal place of business;(d) the partners or the name of any partner;(e) the term or character of the partnership;(f) the sum contributed by any limited partner;(g) the liability of any partner by reason of his becoming a limitedinstead of a general partner or a general instead of a limited partner, astatement, signed by the firm, specifying the nature of the change shallwithin 7 days be sent by post or delivered to the Registrar of Companies.(2) If default is made in compliance with the requirements of thissection, each of the general partners shall be liable on summaryconviction to a fine of $ 50 for each day during which the defaultcontinues. (Amended 21 of 1912 s. 2; 22 of 1950 Schedule) [cf. 1907 c. 24s. 9 U. K.]9. Advertisement of certain changesNotice of any arrangement or transaction under which any person will ceaseto be a general partner in any firm and will become a limited partner inthat firm, or under which the share of a limited partner in a firm will beassigned to any person, shall be forthwith advertised in the Gazette, anduntil notice of the arrangement or transaction is so advertised thearrangement or transaction shall, for the purposes of this Ordinance, bedeemed to be of no effect.[cf. 1907 c. 24 s. 10 U. K.]10. (Repealed 19 of 1977 s. 2)11. Making false returns to be misdemeanorAny person who makes, signs, sends or delivers for the purpose ofregistration under this Ordinance any false statement known by him to befalse or any incomplete statement known by him to be incomplete shall beguilty of an offence triable upon indictment. (Amended 33 of 1939Schedule; 50 of 1991 s. 4 (1))[cf. 1907 c. 24 s. 12 U. K.]12. Registrar to file statement and issue certificate of registrationOn receiving any statement made in pursuance of this Ordinance and uponreceipt of the prescribed fee payable in respect thereof, the Registrar ofCompanies shall cause such statement to be filed, and he shall send byregistered post to the firm from whom such statement has been received acertificate of the registration thereof. (Amended 33 of 1939 Schedule; 19of 1977 s. 3)[cf. 1907 c. 24 s. 13 U. K.]13. Register and index to be keptThe Registrar of Companies shall keep at his office, in proper books to beprovided for the purpose, a register and an index of all the limitedpartnerships as aforesaid, and of all the statements registered inrelation to such partnerships.[cf. 1907 c. 24 s. 14 U. K.]14. Inspection of statements registered(1) Any person may, on payment of the fee specified in the Schedule--(a) inspect the statements registered under this Ordinance; and(b) require to be issued--(i) a certificate of the registration of any limited partnership;(ii) a copy of or extract from any registered statement;(iii) a copy of or extract from any registered statement duly certified bythe Registrar of Companies or one of the deputy registrars. (Replaced 19of 1977 s. 4)(2) A certificate of registration, or a copy of or extractfrom any statement registered under this Ordinance, if duly certified tobe a true copy under the hand of the Registrar of Companies or one of thedeputy registrars (whom it shall not be necessary to prove to be theRegistrar or deputy registrar) shall, in all legal proceedings, civil orcriminal, and in all cases whatsoever, be received in evidence. [cf. 1907c. 24 s. 16 U. K.]15. RulesThe Governor in Council may make rules providing for--(a) (Repealed 19 of 1977 s. 5)(b) the duties or additional duties to be performed by the Registrar ofCompanies;(c) the performance by deputy registrars and other officers ofacts by this Ordinance required to be done by the Registrar of Companies;(d) forms; and(e) generally the conduct and regulation of registration under thisOrdinance and any matters incidental thereto.[cf. 1907 c. 24 s. 17 U. K.]16. Fees(1) There shall be paid to the Registrar of Companies in respect of theseveral matters set forth in the Schedule the several fees thereinspecified.(2) The Governor in Council may be order amend the Schedule.(Added 19 of 1977 s. 6) SCHEDULE [ss. 14 & 16)TABLE OF FEES PAYABLE TO THE REGISTRAR OF COMPANIES--------------------------------------------------------------------------Item Matter in respect of which a fee is payable Fees $--------------------------------------------------------------------------1. For registering a limited partnership 200.00 And, in addition, for every $ 1,000 or part of $ 1,000 of the sum contributed by each limited partner 8.002. For registering a statement of any change within the meaning of section 8 occurring during the continuance of a limited partnership 20.00 And, in addition-- (a) in the case of a statement of increase of the sum contributed by any limited partner: for every $ 1,000 or part of $ 1,000 of such increase 8.00 (b) in the case of a statement specifying that a general partner or any other person has become a limited partner; for every $ 1,000 or part of $ 1,000 of the sum contributed by such limited partner 8.003. For inspecting under section 14 (1) any statement filed by the Registrar of Companies, for each inspection 5.004. For issuing under section 14 (1) a certificate of the registration of any limited partnership 25.005. For issuing under section 14 (1) a copy of or extract from any registered statement or part thereof by photostatic means, per sheet or page 3.006. For issuing under section 14 (1) a copy of or extract from any registered statement or part thereof where the copy or extract is made other than by photostatic means, per folio of 100 words or part thereof of the first or top copy 3.00 For each additional copy or extract after the first or top copy, per folio of 100 words or part thereof 1.507. For certifying a copy of or extract from any registered statement 50.00-------------------------------------------------------------------------- (Schedule added 19 of 1977 s. 6. Amended L. N. 241 of 1981; L. N. 110 of 1985)