LIMITED PARTNERSHIPS ACT, 2003

Arrangement of Sections

PART I

Preliminary

1. Short title.

2. Interpretation.

3. Application of the Commercial Code Act.

PART II

General

4. Constitution.

5. Establishment.

6. Name and registered office.

7. Modification of general law.

8. Registrar.

9. Registration.

10. Changes in registered particulars.

11. Register of limited partnership interests.

11A. Duty to keep accounting records.

12. Right to information.

13. Legal proceedings.

14. Return of contributions.

15. Dissolution.

16. Deregistration.

16A. Deregistration of a limited partnership.

17. Inspection and certification.

18. Exemptions.

PART III

Miscellaneous

19. Fees.

20. Regulations.

21. Annual return.

22. Transactions with the limited partnership.

23. Immunity.

24. Compliance Inspection.

25. Non-disclosure.

SCHEDULE

5 of 2003,

17 of 2011.

SI 31 of 2003.

AN ACT to provide for Limited Partnerships.

[Date of commencement: 1st September 2003]

Part I

Preliminary

1. Short title.

This Act may be cited as the Limited Partnerships Act, 2003.

2. Interpretation.

In this Act—

"accounting records" means documents relating to assets and liabilities of the limited partnership including receipts and expenditure, sales and purchases and other transactions;

[Ins by s 2(a)(i) of Act 17 of 2011 w.e.f.
27 December 2011.]

"contribution" means cash, property or other assets which a partner contributes or agrees to contribute to the capital of a limited partnership;

[Am by s 2(a)(ii) of Act 17 of 2011 w.e.f.
27 December 2011.]

"Court" means the Supreme Court;

"designated general partner" means the only general partner in a limited partnership or where there are several general partners, such general partner as has been declared as the designated general partner under section 9(1)(d);

"limited partnership" means a partnership registered under section 9(1);

"general partner" means any person who is named as such in the statement filed pursuant to section 9;

"insolvency" in relation to a limited partnership, means that the general partner is unable to pay the debts and obligations of the limited partnership, otherwise than in respect of liabilities to partners on account of their partnership interest, in the ordinary course of business as they fall due out of the assets of the limited partnership without recourse to the separate assets of the general partner not contributed to the limited partnership and the word "solvent" is construed accordingly;

"limited partner" means a person who has become a limited partner in accordance with section 4(2);

"mortgage" means a legal mortgage by way of assignment and an equitable mortgage, charge or other form of security interest;

"partner" means limited partner or a general partner;

"partnership agreement" means an agreement of the partners which provides for the establishment and the regulation of the affairs of a limited partnership, the conduct of its business and rights and obligations of the partners amongst themselves;

"partnership interest" means the interest of a partner in a limited partnership in respect of profit, capital and voting or other rights, benefits or obligations to which he is entitled or subject pursuant to the partnership agreement or this Act;

"Registrar" means the Registrar of Limited Partnerships appointed under section 8.

3. Application of the Commercial Code Act.

Commercial Code Act shall apply to a limited partnership in so far as it is not inconsistent with the provisions of this Act.

Part II

General

4. Constitution.

(1) A limited partnership may be formed under this Act for any lawful purpose:

Provided that a limited partnership shall not carry on business in Seychelles except so far as may be necessary for the carrying on of the business of that limited partnership outside Seychelles.

(2) A limited partnership shall consist of one or more persons called general partners who shall, in the event that the assets of the limited partnership are inadequate, be liable for all the debts and obligations of the limited partnership and one or more persons called limited partners who shall not be liable for the debts or obligations of the limited partnership, save as provided in the partnership agreement and to the extent specified in section 7(4) and 14(2):

Provided that a general partner, without derogation from his position as such, may also take, in such limited partnership, an interest as a limited partner.

(3) A general partner shall at all times act in good faith in the interest of the limited partnership.

(4) A body corporate, with or without limited liability or a partnership, may be a general partner or a limited partner.

(5) Subject to the terms of the partnership agreement, a limited partner of a limited partnership may be a person resident in or outside Seychelles.

[S 4(5) rep and subs by s 2(b)(i) of Act 17 of 2011 w.e.f.
27 December 2011.]

(6) Subject to subsection (7) and the terms of the partnership agreement, any one or more of the general partners of a limited partnership may be—

(a) an international business company under the International Business Companies Act;

(b) a company issued with a special licence under the Companies (Special Licences) Act; or

(c) any person resident outside of Seychelles.

[S 4(6) ins by s 2(b)(i) of Act 17 of 2011 w.e.f.
27 December 2011.]

(7) At least one general partner of a limited partnership shall be a person referred to in subsection (6)(a) or (b).

[S 4(7) ins by s 2(b)(i) of Act 17 of 2011 w.e.f.
27 December 2011.]

5. Establishment.

A partnership shall not be a limited partnership unless registered in accordance with section 9(1).

6. Name and registered office.

(1) Every limited partnership shall have a name which shall include the words "Limited partnership" or the abbreviation "L.P" or "LP", and may include the name of any general partner or limited partner or any derivation thereof:

Provided that, no limited partnership shall have a name which is identical or similar to the name of any other entity or suggests the patronage of or a connection with any government or that the partnership is licensed in Seychelles or elsewhere to carry on any type of business when it is not in fact so licensed or is otherwise calculated or likely to mislead the public.

(2) Every limited partnership shall have a registered office in Seychelles for the service of process and delivery of all notices and communications.

7. Modification of general law.

(1) A limited partner shall not take part in the conduct of the business of a limited partnership and all letters, contracts, deeds, instruments or documents shall be signed by the general partner on behalf of the limited partnership.

(2) —

(a) Any property of the limited partnership which is conveyed to the general partner or vested in or held on behalf of any one or more of the general partners shall be deemed to be held by the general partner and if more than one then by the general partners jointly as an asset of the limited partnership in accordance with the terms of the partnership agreement.

[S 7(2) renumbered as s 7(2)(a) by s 2(c)(i) of Act 17 of 2011 w.e.f. 27 December 2011.]

(b) The property of a limited partnership which is conveyed to a general partner or vested in or held on behalf of any one or more of the general partners shall be prescribed by regulations.

[S 7(2)(b) ins by s 2(c)(ii) of Act 17 of 2011 w.e.f.
27 December 2011.]

(3) Any debt or obligation incurred by a general partner in the conduct of the business of a limited partnership shall be a debt or obligation of the limited partnership.

(4) If a limited partner takes part in the conduct of the business of a limited partnership in its dealings with persons who are not partners, that limited partner shall be liable in the event of the insolvency of the limited partnership for all debts and obligations of that limited partnership incurred during the period in which he so participates in the conduct of the business as though he were for such period a general partner:

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