Constitution of limited partnership
Open ↗3.—(1) From 4 May 2009, limited partnerships may be formed in accordance with and subject to the conditions of this Act.
(2) A limited partnership must consist of —(a)
one or more general partners; and
(b)
one or more limited partners.
(3) A general partner is liable for all debts and obligations of the limited partnership incurred while he, she or it is a general partner in the limited partnership.
(4) Subject to sections 6(2) and 10, a limited partner is not liable for the debts or obligations of the limited partnership beyond the amount of the limited partner’s agreed contribution, solely by reason of the limited partner being a limited partner of the limited partnership.
(5) An individual or a corporation may be a general partner or a limited partner.
Law as to private partnerships to apply unless excluded by this Act
Open ↗4.—(1) Subject to the provisions of this Act, the Partnership Act 1890 and the rules of equity and of common law applicable to partnerships (except so far as they are inconsistent with the express provisions of the Partnership Act 1890) apply to limited partnerships.
(2) In subsection (1), the reference to partnerships does not include limited liability partnerships.
Default rules on relationship of partners
Open ↗5. 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; and
(b)
a person may become a partner without the consent of the existing limited partners.
Limited partner not to take part in management of limited partnership
Open ↗6.—(1) Subject to subsections (2), (3) and (4), a limited partner must not take part in the management of the limited partnership, and does not have power to bind the limited partnership.
(2) If a limited partner takes part in the management of the limited partnership, the limited partner is liable for all debts and obligations of the limited partnership incurred while so taking part in the management as though the limited partner were a general partner.
(3) A limited partner is not to be regarded as taking part in the management of the limited partnership for the purposes of this section solely by reason of the limited partner acting or attempting to act in one or more of the capacities specified in the First Schedule.
(4) To avoid doubt, the enumeration of acts in the First Schedule —(a)
is not exhaustive; and
(b)
does not create rights or powers of limited partners.
Distributions to limited partner
Open ↗7.—(1) Subject to the partnership agreement, a limited partner may during the continuance of the partnership, with the approval of the general partners —(a)
increase or reduce the amount of the limited partner’s agreed contribution; and
(b)
draw out or receive back the limited partner’s contributions, or any part of the contributions.
(2) Despite subsection (1), the limited partner is liable to refund as partnership property of the firm any distribution of capital or profits of the firm made to the limited partner if —(a)
every general partner at the time of the distribution (called in this subsection every partner) was insolvent at the time of the distribution or became insolvent as a result of the distribution;
(b)
the limited partner knew or ought to have known at the time of the distribution that every partner was insolvent or would become insolvent as a result of the distribution; and
(c)
every partner is adjudicated bankrupt or is ordered to be wound up within one year after the date of the distribution.
(3) Despite subsection (1), an agreement to reduce the amount of the agreed contribution of a limited partner is of no effect if —(a)
every general partner at the time of the agreement (called in this subsection every partner) was insolvent at the time of the agreement or became insolvent as a result of the agreement;
(b)
the limited partner knew or ought to have known at the time of the agreement that every partner was insolvent or would become insolvent as a result of the agreement; and
(c)
every partner is adjudicated bankrupt or is ordered to be wound up within one year after the date of the agreement.
Dissolution of limited partnership
Open ↗8.—(1) Despite section 32 of the Partnership Act 1890, a limited partner is not entitled to dissolve the partnership by notice.
(2) Despite section 33(1) of the Partnership Act 1890, a limited partnership is not dissolved by the death, dissolution, bankruptcy or liquidation of a limited partner.
(3) Despite section 33(2) of the Partnership Act 1890, the other partners are not entitled to dissolve the partnership by reason of any limited partner suffering the partner’s share of the partnership property to be charged for the partner’s separate debt.
(4) Subsections (1), (2) and (3) apply subject to any agreement expressed or implied between the partners of a limited partnership.
(5) The mental incapacity of a limited partner is not a ground for dissolution of the partnership by the court under section 35 of the Partnership Act 1890 unless the mentally incapacitated person’s share cannot be otherwise ascertained and realised.
(6) In the event of the dissolution of a limited partnership, its affairs must be wound up by the general partners unless the court otherwise orders.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
