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BVI - International Business Companies Act 1984
BVI Partnership Act 1996
PART IV - Partnership Act (1996)
PART V - Partnership Act (1996)
PART VI - Partnership Act (1996)
PART VII & Schedules - Partnership Act (1996)
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The Partnership Act, 1996
Arrangement
of Sections
- 1. Short title and
commencement.
- 2. Interpretation.
- 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.
- 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.
- 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.
- 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.
- 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.
- l06.
Rescission of dissolution.
- l07.
Winding-up and dissolution of limited partnership unable to pay claims etc.
- 108.
Winding-up where dissolution ordered by the court.
- 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.
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VIRGIN ISLANDS
The Partnership Act, 1996
An Act to declare and amend the law
of partnership and to declare the law relating to limited partnerships.
ENACTED
by the Legislature of the Virgin Islands as follows:
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Short
title and commencement
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1.
This Act may be cited as the Partnership Act, 1996 and shall come into
force on the date which the Governor may appoint by proclamation published
in the Gazette.
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Interpretation
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2.
In this Act, unless the contrary intention appears,
"articles
means the articles of partnership of a limited partnership formed under
this Act;
“business"
includes every trade, occupation or profession;
"court"
means the High Court or a Judge thereof;
"firm"
means the group of persons who have entered into partnership with one
another;
"firm-name"
means the name under which the business of a firm is carried on;
"general
partner", in relation to a limited partnership, means a partner who
is not a limited partner as defined herein;
"general
partnership" means any partnership that is not a limited partnership;
"international
limited partnership" means the limited partnership referred to in
section 49 of this Act;
"limited
partnership" means a partnership formed under Part VI of this Act
referred to in section 47 of this Act;
"limited
partner", in relation to a limited partnership, means a partner who
does not take part in the control of the partnership business and whose
liability is limited subject to the provisions of this Act;
"local
limited partnership" means the limited partnership referred to in
section 48 of this Act;
"memorandum"
means the memorandum of partnership of a limited partnership formed under
this Act;
"Minister"
means the Minister responsible for finance;
"partner"
in relation to a limited partnership includes a limited partner and a
general partner;
"person"
includes a natural person, a partnership general or limited, domestic or
foreign, a company, trust, estate, association, custodian, nominee or any
other individual or entity in its own or any representative capacity;
"register"
means the register referred to in section 54 of this Act;
"Registrar"
means the Registrar of Limited Partnerships referred to in section 52 of
this Act;
"substituted
limited partner" means a person who, after becoming an assignee of
part or all of the interest of a limited partner, is admitted to the
limited partnership pursuant to the provisions of its articles or, if the
articles are silent on the issue, is admitted with the unanimous consent
of the partners.
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Definition
of partnership
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3.(1)
Partnership is the relation which subsists between persons carrying on a
business in common with a view of profit.
(2)
The relation between members of any company or association which is -
(a)
registered as a company under the Companies Act or incorporated as a
company under the International Business Companies Act; or
(b)
formed or incorporated by or in pursuance of any other Act, letters patent
or Royal Charter,
is
not a partnership within the meaning of this Act.
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Rules
for determining existence of partnership
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4 .
In determining whether a partnership does or does not exist, regard shall
be had to the following rules:
(a)
all circumstances surrounding the contract are to be considered and the
true intent of the parties is to be ascertained from their agreement,
words and conduct;
(b)
joint tenancy, tenancy in common, joint property, common property or part
ownership does not of itself create a partnership as to anything so held
or owned, whether the tenants or owners do or do not share any profits
made by the use thereof;
(c)
the sharing of gross returns does not of itself create a partnership,
whether the persons sharing such returns have or have not a joint or
common right or interest in any property from which or from the use of
which the returns are derived; and
(d)
the receipt by a person of a share of the profits of a business is prima
facie evidence that he is a partner in the business, but receipt of
such a share, or of a payment contingent on or varying with the profits of
a business, goes not of itself make him a partner in the business; and in
particular
(i)
the receipt by a person of a debt or other liquidated amount by
instalments or otherwise out of the accruing profits of a business does
not of itself make him a partner in the business or liable as such;
(ii)
a contract for the remuneration of a servant or agent of a person engaged
in a business by a share of the profits of the business does not of itself
make the servant or agent a partner in the business or liable as such;
(iii)
a person being the widow or child of a deceased partner, and receiving by
way of annuity a portion of the profits made in the business in which the
deceased person was a partner, is not by reason only of such receipt a
partner in the business or liable as such;
(iv)
the advance of money by way of loan to a person engaged or about to engage
in any business on a contract in writing with that person, signed by or on
behalf of all the parties thereto, that the lender shall receive a rate of
interest varying with the profits arising from carrying on the business,
does not of itself make the lender a partner with the person or persons
carrying on the business or liable as such; and
(v)
a person receiving by way of annuity or otherwise a portion of the profits
of a business in consideration of the sale by him of the goodwill of the
business is not by reason only of such receipt a partner in the business
or liable as such.
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Postponement
of rights of person lending or selling in consideration of share of
profits in case of insolvency
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5.(1) Where a person to whom money has been advanced by way of loan upon a
contract as is mentioned in section 4(d)(iv) is adjudged bankrupt, enters
into an arrangement to pay his creditors less than one hundred cents in
the dollar or dies insolvent, the lender shall not be entitled to recover
anything in respect of the loan until the claims of the borrower's other
creditors for valuable consideration in money or money's worth have been
satisfied.
(2)
Where a person who, in consideration of a share of the profits of a
business, has bought of its goodwill, is adjudged bankrupt, enters into an
arrangement to pay his creditors less than one hundred cents in the dollar
or dies insolvent, the seller of the goodwill shall not be entitled to
recover anything in respect of the share of profits contracted for until
the claims of the buyer's other creditors for valuable consideration in
money or money's worth are satisfied.
(3)
Nothing in this section shall operate so as to prevent a secured creditor
from retaining or realising his security.
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Nature
of partner's interest in partnership
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6 .
A partner's interest in a partnership within the meaning of this Act is
personal property situate in the Territory.
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Power of partner to bind
the firm
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7 .(1)
Every partner is an agent of the firm and his other partners for the
purpose of the business of the partnership.
(2)
The acts of every partner who does any act for carrying on in the usual
way business of the kind carried on by the firm of which he is a partner
bind the firm and his partners, unless the partner so acting
(a)
has in fact no authority to act for the firm in the particular matter; and
(b)
the person with whom he is dealing either knows that he has no authority
or does not know or believe him to be a partner.
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Partners bound by
acts on behalf of firm
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8.
An act or instrument relating to the business of the firm done or executed
in the firm- name, or in any other manner showing an intention to bind the
firm, by any person thereby authorised, whether a partner or not, is
binding on the firm and all the partners except that this section shall
not affect any general rule of law relating to the execution of deeds or
negotiable instruments.
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Partner
using credit of firm for private purposes
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9.
Where one partner pledges the credit of the firm for a purpose apparently
not connected with the firm's ordinary course of business, the firm is not
bound, unless he is in fact specially authorised by the other partners,
but this section does not affect any personal liability incurred by an
individual partner.
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Effect
of notice that firm will not be bound by acts of partner
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10.
If it has been agreed between the partners that any restriction shall be
placed on the power of any one or more of them to bind the firm, no act
done in contravention of the agreement is binding on the firm with respect
to persons having notice of the agreement.
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Liability of
partners for debts and
obligations
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11.
Every partner in a firm is liable jointly with the other partners for all
debts and obligations of the firm incurred while he is a partner, and
after his death his estate is also severally liable in the due course of
administration for such debts and obligations, so far as they remain
unsatisfied, but subject to the prior payment of his separate debts.
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Liability of the firm for
wrongs
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12.
Where, by any wrongful act or omission of any partner acting in the
ordinary course of the business of the firm, or with the authority of his
co-partners, loss or injury is caused to any person not being a partner in
the firm, or any penalty is incurred, the firm is liable therefor to the
same extent as the partner so acting or omitting to act.
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Misapplication
of money or property received for or in custody of the firm
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13.
In the following cases, namely -
(a)
where one partner acting within the scope of his apparent authority
receives the money or property of a third person and misapplies it; and
(b)
where a firm in the course of its business receives the money or property
of a third person, and the money or property so received is misapplied by
one or more of the partners while it is in the custody of the firm,
the
firm is liable to make good the loss.
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Liability of partners for
wrongs
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14.
Every partner is liable jointly and severally with his co-partners for
everything for which the firm while he is a partner therein becomes liable
under either section 12 or section 13.
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Improper
employment of trust property for partnership
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15.
If a partner, being a trustee of a trust which is not part of the business
of the firm of which he is a partner, improperly employs the trust
property in the business or on the account of the partnership, no other
partner is liable for the trust property to the persons beneficially
interested therein except that
(a)
this section shall not affect any liability incurred by any partner by
reason of his having notice of a breach of trust; and
(b)
nothing in this section shall prevent trust money from being traced and
recovered from the firm if still in its possession or under its control.
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Persons liable by "holding out"
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16.(1)
Everyone who by words spoken or written or by conduct represents himself,
or who knowingly suffers himself to be represented, as a partner in a
particular firm is liable as a partner to any one who has on the faith of
any such representation, given credit to the firm, whether the
representation has or has not been made or communicated to the person so
giving credit by or with the knowledge of the apparent partner making the
representation or suffering it to be made.
(2)
Notwithstanding subsection (1) where after a partner's death the
partnership business is continued in the same firm-name, the continued use
of that name or of the deceased partner's name as part thereof shall not
of itself make his executors or administrators of his estate liable for
any partnership debts contracted after his death.
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Admissions and
representations of partners
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17.
An admission or representation made by any partner concerning the firm's
affairs, and in the ordinary course of its business, is evidence against
the firm.
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Notice to
acting partner to be notice to the firm
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18.
Notice to any partner who habitually acts in the partnership business of
any matter relating to partnership affairs operates as notice to the firm,
except in the case of a fraud on the firm committed by or with the consent
of that partner.
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Liabilities of
incoming and outgoing partners
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19.(1)
A person who is admitted as a partner into an existing firm does not
thereby become liable to the creditors of the firm for anything done
before he became a partner.
(2)
A partner who retires from a firm does not thereby cease to be liable for
partnership debts or obligations incurred before his retirement.
(3)
A retiring partner may be discharged from any existing liabilities by an
agreement to that effect between himself and the members of the firm as
newly constituted and the creditors, and this agreement may be either
expressed or inferred as a fact from the course of dealing between the
creditors and the firm as newly constituted.
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Revocation
of continuing
guarantee by change in firm
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20.
A continuing guarantee given either to a firm or to a third person in
respect of the transactions of a firm is, in the absence of agreement to
the contrary, revoked as to future transactions by any change in the
constitution of the firm to which, or of the firm in respect of the
transactions of which, the guarantee was given.
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