Page:Limited Partnerships Act 2008.pdf/7

8 “Registrar” means the Registrar of Limited Partnerships appointed under section 9 and includes any Deputy Registrar or Assistant Registrar of Limited Partnerships appointed under that section;

“resultant firm”, in relation to a limited partnership that has ceased to be a limited partnership because no person remains registered as a limited partner of the limited partnership, means the resulting firm or sole-proprietorship comprising the remaining partners or partner of the former limited partnership.

(2) A person who has a place of business in Singapore shall be deemed to be carrying on business in Singapore for the purposes of this Act. PART II RULES OF LAW RELATING TO LIMITED PARTNERSHIPS Constitution of limited partnership

3.—(1) From the date of commencement of this Act, 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 shall be liable for all debts and obligations of the limited partnership incurred while he is a general partner in the limited partnership.

(4) Subject to sections 6(2) and 10, a limited partner shall not be liable for the debts or obligations of the limited partnership beyond the amount of his agreed contribution, solely by reason of his 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

4.—(1) Subject to the provisions of this Act, the Partnership Act (Cap. 391) and the rules of equity and of common law applicable to