Short Title and Interpretation Nature of Partnership Partner Relations to Other Persons Relations of Partners to One Another Dissolution of Partnership Limited Partnerships Limited Partnerships (2) Miscellaneous Licence Fees Fees Paid to the Registrar

No. 5 of 1996 Virgin Islands

The Partnership Act, 1996

Arrangement of Sections

Section

PART I

Short Title and Interpretation

1. Short title and commencement.

2. Interpretation.

PART II

Nature of Partnership

3. Definition of partnership.

4. Rules for determining existence of partnership.

5. Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency.

6. Nature of partner's interest in partnership.

PART III

Relation of Partners to Persons Dealing with Them

7. Power of partner to bind the firm.

8. Partners bound by acts on behalf of firm.

9. Partner using credit of firm for private purposes.

10. Effect of notice that firm will not be bound by acts of partner.

11. Liability of partners for debts and obligations.

12. Liability of the firm for wrongs.

13. Misapplication of money or property received for or in custody of the firm.

14. Liability of partners for wrongs.

15. Improper employment of trust property for partnership purposes.

16. Persons liable by "holding out".

17. Admissions and representations of partners.

18. Notice to acting partner to be notice to the firm.

19. Liabilities of incoming and outgoing partners.

20. Revocation of continuing guarantee by change in firm.

PART IV

Relations of Partners to One Another

21. Variation by consent of terms of partnership.

22. Partnership property.

23. Property bought with partnership money.

24. Partnership property treated as personal or movable estate.

25. Procedure against partnership property for a partner's separate judgment debt.

26. Rules as to interests and duties of partners subject to special agreement.

27. Expulsion of partner.

28. Retirement from partnership at will.

29. Continuance on old terms presumed.

30. Duty of partners to render accounts, etc.

31. Accountability of partners for private profits.

32. Duty of partner not to compete with firm.

33. Rights of assignee of share in partnership.

PART V

Dissolution of Partnership and its Consequences

34. Dissolution by expiration or notice.

35. Dissolution by bankruptcy, death or charge.

36. Dissolution by illegality.

37. Dissolution by the court.

38. Rights of persons dealing with firm against apparent partners of firm.

39. Right of partners to notify dissolution.

40. Continuing authority of partners for purposes of winding up.

41. Rights of partners as to application of partnership property.

42. Apportionment of premium where partnership prematurely dissolved.

43. Rights where partnership dissolved for fraud or misrepresentation.

44. Rights of outgoing partner in certain cases to share profits made after dissolution.

45. Retiring or deceased partner's share to be a debt.

46. Rule for distribution of assets on final settlement of accounts.

PART VI

Limited Partnerships

47. Limited partnership.

48. Local limited Partnership.

49. International limited partnership.

50. Restrictions on limited partnership.

51. Effect of failure to satisfy the requirements of section 50.

52. Registrar.

53. Procedure for forming a limited partnership.

54. Establishment of register.

55. Certificate of Limited Partnership.

56. Effect of failure to register.

57. Amendment of the memorandum and articles of partnership.

58. Contribution.

59. Name.

60. Reservation of name.

61. Liability for false statements in Memorandum.

62. Liability of limited partner to third parties.

63. Admission of additional limited partners.

64. Rights, powers and liabilities of a general partner.

65. Rights of a limited partner.

66. Status of person erroneously believing himself to be a limited partner.

67. One person both general and limited partner.

68. Loans and other business transactions with limited partner.

69. Relation of limited partners inter se.

70. Compensation of limited partner.

71. Withdrawal or reduction of limited partner's contribution.

72. Liability of limited partner to partnership.

73. Assignment of limited partner's interest.

74. Admission as a substituted limited partner.

75. Effect of retirement, death, incapacity or bankruptcy of a general partner.

76. Death of limited partner.

77. Rights of creditors or limited partner.

78. Distribution of assets.

79. Service of notice on partners.

80. Service of process, etc. on limited partnership.

81. Books and records.

82. Registered office.

83. Register of interests in limited partnership.

84. Registered agent.

85. Penalty for contravention of sections 82, 83 and 84.

86. Registered agent desiring to resign.

87. Licence fees.

88. Limited partnership struck off remains liable for fees, etc.

89. Fees.

90. Recovery of penalties.

91. Fees, etc. to be paid into Consolidated Fund.

92. Fees payable to Registrar.

93. Exemptions from Tax, etc.

94. Regulations.

95. Form of certificate.

96. Certificate of good standing.

97. Inspection and copies of documents.

98. Appointment and duties of inspector.

99. Minister's power to require production of documents.

100. Privileged information.

101. Provision for security of information obtained.

102. Powers of general partners in the event of dissolution.

103. Duties of liquidator.

104. Powers of liquidator.

105. Procedure on winding-up and dissolution.

106. Rescission of dissolution.

107. Winding-up and dissolution of limited partnership unable to pay claims etc.

108. Winding-up where dissolution ordered by the court.

PART VII

MISCELLANEOUS

109. Declaration by the Court.

110. Application of Part VIII of Cap. 291.

111. Judge in Chambers.

112. Time for prosecution.

113. General penalty.

114. Repeals.