Page:Limited Partnerships Act 2008.pdf/11

12 any of the powers, functions and duties vested in him by this Act except—
 * (a) the power of delegation conferred by this subsection; and
 * (b) the power to make regulations under this Act.

Effect of registration

10.—(1) A limited partner of a firm shall be deemed to be a general partner of the firm unless he is registered as a limited partner of the firm in accordance with this Act.

(2) A limited partnership shall be deemed to be a general partnership unless one or more persons are registered as limited partners of the firm in accordance with this Act.

(3) Subject to section 36(3) of the Partnership Act (Cap. 391) and subsections (5) and (6), where a person deals with a firm after it becomes a limited partnership, he is entitled to treat—
 * (a) the firm as a general partnership, notwithstanding that the firm has been registered as a limited partnership, until he has notice of the registration of that firm as a limited partnership; and
 * (b) any person who was a general partner of the firm as a general partner of the limited partnership until he has notice of the registration of that person as a limited partner of the limited partnership.

(4) Subject to section 36(3) of the Partnership Act and subsection (6), where a person deals with a limited partnership after a general partner of the limited partnership becomes a limited partner of the limited partnership, he is entitled to treat that partner as a general partner of the limited partnership until he has notice of the registration of that partner as a limited partner of the limited partnership.

(5) Registration of a firm as a limited partnership under this Act shall be notice of such registration as to persons who, before the date of such registration, had no dealings with the firm.

(6) Registration of a person as a limited partner of a limited partnership under this Act shall be notice of such registration as to persons who, before the date of such registration, had no dealings with the limited partnership or the firm which subsequently became the limited partnership.