Hong Kong Ordinances

LIMITED PARTNERSHIPS ORDINANCE - SECT 5

Modifications of general law in case of limited partnerships

(Past version on 30/06/1997).

Adaptation amendments retroactively made - see 23 of 1999 s. 3

(1) A limited partner shall not take part in the management of the partnership
business, and shall not have power to bind the firm: Provided that a limited
partner may by himself or his agent at any time inspect the books of the firm
and examine into the state and prospects of the partnership business, and may
advise with the partners thereon.

(2) If a limited partner takes part in the management of the partnership
business, he shall be liable for all debts and obligations of the firm
incurred while he so takes part in the management as though he were a
general partner.

(3) A limited partnership shall not be dissolved by the death or bankruptcy of
a limited partner, and the lunacy of a limited partner shall not be a ground
for dissolution of the partnership by the court unless the lunatic's share
cannot be otherwise ascertained and realized.

(4) In the event of the dissolution of a limited partnership its affairs shall
be wound up by the general partners unless the court otherwise orders.

(5) Application to the court to wind up a limited partnership shall be by
petition under the Companies Ordinance ( Cap 32), and the provisions of that
Ordinance relating to the winding-up of companies by the court and of the
rules made thereunder (including provisions as to fees) shall, subject to such
modification (if any) as the Chief Executive in Council may by rules provide,
apply to the winding-up by the court of limited partnerships, with the
substitution of general partners for directors. (Amended 23 of 1999 s. 3)

(6) Subject to any agreement expressed or implied between the partners-

   (a)  any difference arising as to ordinary matters connected with the
        partnership business 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 the
        assignee shall become a limited partner with all the rights of the
        assignor;

   (c)  the other partners shall not be entitled to dissolve the partnership
        by reason of any limited partner suffering his share to be charged for
        his separate debt;

   (d)  a person may be introduced as a partner without the consent of the
        existing limited partners;

   (e)  a limited partner shall not be entitled to dissolve the partnership by
        notice. [cf. 1907 c. 24 s. 6 U.K.]