Hong Kong Ordinances

PARTNERSHIP ORDINANCE - SECT 26

Rules as to interests and duties of partners, subject to special agreement

The interests of partners in the partnership property, and their rights and
duties in relation to the partnership, shall be determined, subject to any
agreement, express or implied, between the partners, by the following rules-

   (a)  all the partners are entitled to share equally in the capital and
        profits of the business, and must contribute equally towards the
        losses, whether of capital or otherwise, sustained by the firm;

   (b)  the firm must indemnify every partner in respect of payments made and
        personal liabilities incurred by him-

        (i)    in the ordinary and proper conduct of the business of the firm;
               or

        (ii)   in or about anything necessarily done for the preservation of
               the business or property of the firm;

   (c)  a partner making, for the purposes of the partnership, any actual
        payment or advance beyond the amount of capital which he has agreed to
        subscribe, is entitled to interest at the rate of eight per cent per
        annum from the date of the payment or advance;

   (d)  a partner is not entitled, before the ascertainment of profits, to
        interest on the capital subscribed by him;

   (e)  every partner may take part in the management of the partnership
        business;

   (f)  no partner shall be entitled to remuneration for acting in the
        partnership business;

   (g)  no person may be introduced as a partner without the consent of all
        existing partners;

   (h)  any difference arising as to ordinary matters connected with the
        partnership business may be decided by a majority of the partners, but
        no change may be made in the nature of the partnership business
        without the consent of all existing partners; and

   (i)  the partnership books are to be kept at the place of business of the
        partnership (or the principal place, if there are more places than
        one), and every partner may, when he thinks fit, have access to and
        inspect and copy any of them.