Summary Corporations Law - Partnership Act 1958 PDF

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Partnership Act 1958
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Partnership Act 1958  

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Business Names Act s1 – An entity commits an offence if the entity carries on a business under a name which is not registered to the entity as a business name on the register. Section 2 – subsection 1 does not apply if: a. The entity is an individual and the name is the individual’s name. b. Entity is a corporation and the name is corporation’s name. c. Entity is a partnership and name consist all partners’ names. Section 5 (1) – A partnership is the relation which subsists between people carrying on business in common with a view of profit. Section 6 (Statutory rules) – Determining whether a partnership exist is followed by rules: (1) Common joint property does not create a partnership itself unless they share a profit. (2) Sharing of gross returns itself does not create a partnership. (3) The receipt by a person of a share of the profits of a business is prima facie evidence that person is a partner in the business. a. Receipt by a person of a debt or other liquidated amount out of accruing profits of a business itself does not make that person a partner. b. A contract for remuneration of a agent of a person engaged in a business does not itself make the agent a partner. c. A person being the spouse or child of a deceased partner and receiving annuities from profits made by the business thus the receipt of profits does not mean that person is a partner. d. Advance of money by a way of loan to a person engaged or about to engage in any business shall receive an interest from the profits of a partner but it does not make the lender a partner. Section 9 – Every partner is an agent of the firm, and considers any act carrying out for the usual way of the business unless that partner has no authority to do so. Therefore a partner has the power to bind his other partners. P481. Section 12 – If it has been agreed by partners that any restrictions shall be placed on power of any one or more of them to bind the firm, no act done in controversy to the contract is binding. Section 13 – Every partner in a firm is liable jointly with other partners for all debts and obligations of the firm incurred.

Joint and several liability for Wrongful Acts 

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Section 14 – Where by any wrongful act or omission of any partner acting in the ordinary course of the business of the firm or with the authority of his or her copartners loss or injury is caused to any person not being a partner in the firm, the firm is liable. Section 15 – Makes the firm liable for money or property misapplied by a partner. (a) Where one partner acting within the scope of his apparent authority receives the money or property of a 3rd party and misapplies it. (b) Where a firm in the course of its business receives money or property of a 3rd person and is misapplied by one or more partners. Section 16 – Every partner is liable jointly with his copartners and also severally for everything for which the firm while he is a partner becomes liable under s 16. Holding out: Section 18 (1) – Everyone who by word spoken or written, or by conduct represents himself or who knowingly suffers himself to be represented as a partner in a particular firm is liable as a partner to anyone who has faith on that representation. Section 18 (2) – Where after a partner’s death the partnership business continued in the old name which includes the deceased partner’s name shall not itself make liable for any debts on administrators. Section 23 – The contract is supreme in determining the rights and liabilities of the partners between themselves. If not for any sort of contract partnership act is made to govern. (S28) Section 24 – Partnership property includes:  Items brought to the partnership as property.  Items acquired on account of the firm.  Items acquired for the purpose and for the course of the partnership. Section 28 – Interest of partners in property, rights and duties are governed by these rules: (1) All partners are entitled to share equally in capital and profits of the business and must contribute equally to the losses. (2) Firm must indemnify every partner in respect of payments made and personal liabilities incurred by him. (3) Partner making an advance or a payment for the sake of the partnership beyond its capital is entitled to 7% interest rate. (4) Partner is not entitled before the ascertainment of profits to interest on capital subscribed. (5) Every partner may take part in the management of the partnership business. (6) No partner is entitled to remuneration for acting on the business. (7) No person maybe introduced as a partner without the consent of all partners. (8) Any problems arising in the partnership may be decided by the majority of votes.

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(9) Partnership account books are to be kept at the place of business. Section 29 – No majority of the partners can expel any partner unless a power to do so has been conferred in express between the partners. Section 32 – Partners are bound to render true accounts and full information of all things affecting the partnership to all partners. Section 33 (1) – Every partner must account to the firm for any benefits derived by him. Section 33 (2) – This section also applies to transactions undertaken after a partnership has been disclosed by the death of a partner or any reason to wind up the partnership legally. Section 34 – If a partner without the consent of the other partners carries on any business of the same nature as and competing with that of the firm he must account and pay all profits to the firm. Section 36 – it states that a joint venture can be a partnership if it satisfies a carrying on business in the long run and stratifies the necessary rule of a partnership. (concerts) Section 40 (1) – Where a person deals with a firm after a change in its constitution he is entitled to treat all apparent members of the old firm as still being members of the firm until he has notice of change. Section 40 (2) – An advertisement in news papers must be issued informing the clients who are not aware of this and those who engaged in business before the dissolution date. Section 40 (3) – estate of a partner who dies or who becomes bankrupt or retires from the partnership the firm is not liable for any debts contracted after the date of the death, bankruptcy or retirement of that partner....