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Rights of

assignee of share in partnership


by expiration of notice

Dissolution by death. assignment in trust or charge

Dissolution by illegality of partnership

33. An assignment by any partner of his share in the partnership, either absolute or by way of mortgage, incumbrance or redeemable charge, does not, as against the other partners, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any accounts of the partnership transactions, or to inspect the partnership books, but entitles the assignee only to receive the share of profits to which the assigning partner would otherwise be entitled, and the assignee must accept the account of profits agreed to by the partners.

(2) In case of a dissolution of the partnership, whether as respects all the partners or as respects the assigning partner, the assignee is entitled to receive the share of the partnership assets to which the assigning partner is entitled as between himself and the other partners, and, for the purpose of ascertaining that share, to an account as from the date of the dissolution.

(3) In this section "assignee" shall include "mortgagee" or "incumbrancee."

Dissolution of partnership, and its consequences.

34. Subject to any agreement between the partners, a partnership is dissolved

(a) If entered into for a fixed term, by the expiration of that term;

(b) If entered into for a single adventure or undertaking by the termination of that adventure or undertaking: (c) If entered into for an undefined time, by any partner giving notice to the other or others of his intention to dissolve the partnership.

In the last mentioned case the partnership is dissolved as from the date mentioned in the notice as the date of dissolution, or. if no date is so mentioned, as from the date of the communication of the notice.

35. Subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death any partner, or by his assignment of his property in trust for the benefit of his creditors.


(2) A partnership may, at the option of the other partners, be dissolved if any partner suffers his share of the partnership property to be charged under this Ordinance for his separate debt.

36. A partnership is in every case dissolved by the happening of any event which makes it unlawful for the business of the firm to be carried on or for the members of the firm to carry it on in partnership.

Dissolution by 31. On application by a partner the Court may decree a dissolution of the partnership in any of the following cases:

the court

(a) When a partner is shown to the satisfaction of the
Court to be of permanently unsound mind, in which
case the application may be made as well on behalf of
that partner by his guardian or next friend or person
having title to intervene as by any other partner;
(b) When a partner other than the partner suing becomes
in any other way permanently incapable of performing
his part of the partnership contract;

(c) When a partner, other than the partner suing, has
been guilty of such conduct as, in the opinion of the
Court, regard being had to the nature of the business,
is calculated to prejudicially affect the carrying on of
the business;

(d) When a partner, other than the partner suing, wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters. relating to the partnership business that it is not reasonably practicable for the other partner or partners to carry on the business in partnership with him ;

(e) When the business of the partnership can only be carried on at a loss;

(f) Whenever in any case circumstances have arisen which, in the opinion of the Court, render it just and equitable that the partnership be dissolved.


38. Where a person deals with a firm after a change in its Rights of constitution he is entitled to treat all apparent members of the dealing with old firm as still being members of the firm until he has notice firm against of the change.

(2) The filing of a declaration under section 12 of chapter 45 of The Consolidated Ordinance 1898 and the publication of the same in at least two consecutive issues of the gazette, shall be notice of dissolution as to persons who had not dealings with the firm before the date of filing such declaration and publication.

(3) The estate of a partner who dies or who assigns for the benefit of his creditors, or of a partner who, not having been known to the person dealing with the firm to be a partner, retires from the firm, is not liable for partnership debts contracted after the date of the death, assignment or retirement respectively.

apparent members of firm

partner to give

39. On the dissolution of a partnership or retirement of a Rights of partner any partner may publicly give notice of the same, and notice of may require the other partner or partners to concur for that dissolution purpose in all necessary or proper acts, if any, which cannot be done without his or their concurrence.

authority of

40. After the dissolution of a partnership the authority of Continuing each partner to bind the firm, and the other rights and partners for obligations of the partners, continue notwithstanding the purposes of

winding up

Rights of

partners as


dissolution so far as may be necessary to wind up the affairs of the partnership, and to complete transactions begun but unfinished at the time of the dissolution, but not otherwise.

41. On the dissolution of a partnership every partner is to application entitled, as against the other partners in the firm, and all of partnership persons claiming through them in respect of their interests as partners, to have the property of the partnership applied in payment of the debts and liabilities of the firm, and to have the surplus assets after such payment applied in payment of what may be due to the partners respectively after deducting what may be due from them as partners to the firm; and for that purpose any partner or his representatives may on the termination of the partnership apply to the Court to wind up the business and affairs of the firm.

Appointment of premium when partnership dissolved

42. Where one partner has paid a premium to another on entering into a partnership for a fixed term, and the partnerprematurely ship is dissolved before the expiration of that term otherwise than by the death of a partner, the Court may order the repayment of the premium, or of such part thereof as it thinks just, having regard to the terms of the partnership contract and to the length of time during which the partnership has continued; unless

Rights when partnership

dissolved for fraud or mis


Rights of outgoing partner in

certain cases to share profits

made after dissolution

(a) The dissolution is, in the judgment of the Court, wholly or chiefly due to the misconduct of the partner who paid the premium; or

(b) The partnership has been dissolved by an agreement containing no provision for a return of any part of the premium.

43. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled

(a) To a lien on, or right of retention of, the surplus of the partnership assets, after satisfying the partnership liabilities, for any sum of money paid by him for the purchase of a share in the partnership and for any capital contributed by him; and is

(b) To stand in the place of the creditors of the firm for any payments made by him in respect of the partnership liabilities; and

(c) To be indemnified by the person guilty of the fraud or making the representation, against all the debts and liabilities of the firm.

44. Where any member of a firm has died or otherwise ceased to be a partner, and the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and the outgoing partner or his estate, then, in the abs nce of any agreement to the contrary, the outgoing partner or his

estate is entitled at the option of himself or his representatives to such share of the profits made since the dissolution as the Court may find to be attributable to the use of his share of the partnership assets, or to interest on the amount of his share of the partnership assets.

(2) Provided that where by the partnership contract an option is given to surviving or continuing partners to purchase the interest of a deceased or outgoing partner, and that option is duly exercised, the estate of the deceased partner, or the outgoing partner or his estate as the case may be, is not entitled to any further or other share or profits; but if any partner assuming to act in exercise of the option does not in all material respects comply with the terms thereof, he is liable to account under the foregoing provisions of this section.


45. Subject to any agreement between the partners, the Retiring or amount due from surviving or continuing partners to an partner's share outgoing partner or the representatives of a deceased partner to be a debt in respect of the outgoing or deceased partner's share is a debt accruing at the date of the dissolution or death.

46. In settling accounts between the partners after dissolution of partnership, the following rules shall, subject to any agreement, be observed:

a Rules for assets on final

1. Losses, including losses and deficiencies of capital, shall be paid first out of profits, next out of capital, and lastly, if necessary, by the partners individually in the proportion in which they were entitled to share profits;

2. The assets of the firm including the sums, if any, contributed by the partners to make up losses or deficiencies of capital, shall be applied in the following manner and order:

(a) In paying the debts and liabilities of the firm to
persons who are not partners therein;

(b) In paying to each partner ratably what is due from
the firm to him for advances as distinguished from

(c) In paying to each partner ratably what is due from
the firm to him in respect of capital:

(d) The ultimate residue, if any, shall be divided among
the partners in the proportion in which profits are

distribution of
of accounts



47. Limited partnerships for the transaction of any Limited mercantile, mechanical, manufacturing or other business may be formed within the Territories may be formed by two or more persons, upon the terms, with the rights and powers, and subject to the conditions and liabilities hereinafter mentioned.

Of whom

to consist

Liability of general and special partners


partners only to transact


48. Such partnerships may consist of one or more persons who shall be called general partners, and of one or persons who contribute in actual cash payments a specific sum as capital to the common stock, who shall be called special partners.

49. General partners shall be jointly and severally responsible as general partners are by law, but a special partner shall not be liable for the debts of the partnership except in respect of the amounts by him contributed to the capital.

30. The general partners only shall be authorised to transact business and sign for the partnership, and to bind

business, etc. the same.

Certificate to be signed

Contents of

Form of

Where to be filed

51. The persons desirous of forming such partnership shall make and severally sign a certificate which shall contain1. The name or firm under which the partnership is to be conducted:

2. The general nature of the business intended to be transacted;

3. The names of all the general and special partners interested therein distinguishing which are general and which are special partners, and their usual places of residence;

4. The amount of capital which each special partner has contributed;

5. The period at which the partnership is to commence and the period at which it is to terminate.

52. The certificate shall be in the words or to the effect of form A given in the schedule to this Ordinance and shall be signed by the several persons forming the partnership, before a notary public, who shall duly certify the same.

53 The certificate so signed and certified shall, when the principal place of business of the partnership is or is to be situate within the district of a deputy clerk of the Supreme Court, be filed in the office of such deputy clerk, otherwise it shall be filed in the office of the clerk of said court for the judicial district in which such principal place of business is or To be recorded is to be situate, and the certificate shall be recorded by such clerk or deputy clerk at full length in a book to be kept for that purpose and open to public inspection.

Fees for filing and searches


not formed until certificate filed

54. For filing and recording each such certificate the clerk or deputy clerk shall be entitled to receive the sum of twentyfive cents, and shall also be entitled to receive from every person searching in the book where such certificate is so recorded the sum of ten cents for each such search.

55. No such partnership shall be deemed to have been formed until a certificate has been made, certified, filed and recorded as above directed; and if any false statement is made

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