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Investment Limited Partnerships Act, 1994 (No. 24)Introductory TextActs Referred toPart I Preliminary (ss. 1-4)1. Short title.2. Commencement.3. Interpretation.4. Savings and disapplications of laws and enactments.Part II Constitution (ss. 5-6)5. Constitution of investment limited partnership.6. Modification of general law and liability of limited partner for debts of investment limited partnership.Part III Formation (ss. 7-10)7. Conditions for authorisation.8. Application for, and grant of, authorisation.9. Notification of refusal of authorisation and application to court.10. Records of investment limited partnership and statements filed.Part IV Administration (ss. 11-24)11. Variation of partnership agreement and change in general partner or custodian.12. Registered office and name.13. Register.14. Prospectus.15. Accounts.16. Annual report and duty of auditor.17. Debts and obligations incurred by general partner.18. Admission of limited partners and assignment of interest.19. Differences as to business of investment limited partnership, inspection of books and contracts with partners.19A. References in partnership agreements to ‘majority of limited partners’: construction of such references for certain purposes.20. Return of capital.21. Assignment.22. Cessation of limited partner on assignment.23. Bankruptcy Act, 1988.24. Obligations of custodian.Part V Powers of the Bank (ss. 25-36)25. Maintenance of records and powers of authorised persons.26. Appointment and powers of inspectors.27. Obligation of general partner and custodian to furnish information.27A. Requirement to hold information on beneficial ownership of partnership27B. Duty to give particular notice to individuals believed to be beneficial owners of investment limited partnership27C. Other particular steps that may be taken to establish identity of beneficial owners28. Change in particulars.28A. Duty of beneficial owner (in certain circumstances) to notify status as such28B. Duty of individual (in certain circumstances) to notify relevant change28C. Offence for failure to comply with notice under section 27B, 27C or 2829. Revocation of authorisation.30. Replacement of general partner and custodian.31. Notification by Bank of revocation or replacement.32. Application to court in case of refusal of authorisation, revocation of authorisation or replacement of general partner or custodian.33. Directions by the Bank.34. Power of court in case of failure to comply with requirement or condition.35. Personal liability of officers of general partner where failure to keep proper books or records.36. Authorisation not a warranty by the Bank.Part VI Dissolution (ss. 37-38)37. Investment limited partnership not terminated by change in limited partners.38. Notice of dissolution.Part VII Miscellaneous (ss. 39-59)39. Offences.40. Penalties.41. Offence by body corporate and bringing of proceedings.42. Hearing of proceedings other than in public.42A. Power of court to grant relief by way of indemnification.43. Law of other states.44. Report by Bank.45. Expenses.46. Duty to keep and maintain a beneficial ownership register.47. Discharge of initial central filing obligation - construction of references to that expression in sections 48 to 59.48. Delivery of information under sections 49 to 52: delivery may be effected by persons external to general partner (as well as by officers or employees of it).49. Registrar of Beneficial Ownership of Investment Limited Partnerships50. Establishment and maintenance of central register.51. Obligation of general partner to deliver beneficial ownership information to Registrar and related obligations of designated person where certain discrepancies discovered.52. Information which shall be delivered to Registrar.53. Information to be provided by presenter.54. Duty to keep information in beneficial ownership register and central register aligned and up to date.55. Unrestricted access to beneficial ownership information in central register.56. Restricted access to beneficial ownership information in central register.57. Obligations of competent authorities to report certain discrepancies to Registrar.58. Fees may be charged for access to central register.59. Offence for failure to comply with section 51, 52, 53 or 54 and supplemental provisions.Part VIII Migration-in and Migration-out of Investment Limited Partnerships (ss. 60-67)Chapter 1 Migration-in to become an investment limited partnership (ss. 60-63)60. Definitions and supplemental (Chapter 1)61. Registration documents62. Continuation of migrating partnership63. Supplementary provision in relation to section 62Chapter 2 Revocation of authorisation following migration-out (ss. 64-65)64. Definitions and supplemental (Chapter 2)65. Revocation of authorisation of investment limited partnerships when continued under law of place outside the StateChapter 3 Declaration of solvency (ss. 66-67)66. Definitions (Chapter 3)67. Statutory declaration as to solvencySchedule - Umbrella Investment Limited Partnerships
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Version status: In force | Document consolidation status: Updated to reflect all known changes
Version date: 1 February 2021 - onwards
Version 3 of 3

6. Modification of general law and liability of limited partner for debts of investment limited partnership.

(1) A limited partner shall not take part in the conduct of the business of the investment limited partnership and in particular shall not have power to contract on behalf of the investment limited partnership and all letters, contracts, deeds, instruments and documents whatsoever shall be entered into by the general partner on behalf of the investment limited partnership.

(2) If a limited partner takes part in the conduct of the business of the investment 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 investment limited partnership for debts of the investment limited partnership incurred during the period that he so participates in the conduct of the business as though he were for such period a general partner.

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