Cap. 386 Art. 19Changes in deed of partnership.

(1) Every change relating to the administration or the representation of a partnership, the dissolution of a partnership before the period, if any, fixed for its duration, any extension of the said period not expressly provided for in the deed of partnership and generally any alteration or addition to the deed of partnership shall be made in writing and duly signed by the partners authorised to make that change and, subject to the provisions of article 21, shall not take effect unless and until the relative instrument or, where such instrument is a public deed or a private writing enrolled in the records of a notary public, an authentic copy thereof is delivered to the Registrar for registration and is registered by him. In the case of a change relating to the administration or the representation of a partnership, the relative instrument shall specify the name and residence of the person or persons entrusted with the said administration or representation:

Provided that notwithstanding the provisions of this sub-article, where the alteration or addition consists in an increase in the contributions by a partner or a contribution by a new partner, such alteration or addition shall take effect immediately upon the receipt by the partnership of the contribution and without the need of an amendment to the partnership deed:

Provided further that the partner or partners having the administration or the representation of the partnership shall, within three (3) months from the end of the calendar year in which any such increase or new contributions are effected, deliver to the Registrar for registration a resolution of the partners confirming that the contributions have been received by the partnership during the preceding calendar year:

Provided further that if an increase in contributions has occurred in the same calendar year as when any interests in the partnership are to be assigned, the partner or partners having the administration or representation of the partnership shall, prior to any assignment of such interests in the partnership, deliver to the Registrar for registration a resolution of the partners confirming the increase in contributions made during that calendar year.

(2) Where the extension of the period, if any, fixed for the duration of a partnership is expressly provided for in the deed of partnership, the partner or partners having the administration or representation of the partnership shall, notwithstanding that provision in the deed, deliver a notice of extension of the period of duration to the Registrar for registration and such extension shall not take effect unless and until the said notice is delivered to the Registrar and is registered by him.

(3) Where a partner ceases to be a partner, whether upon an assignment of his interest, upon the demise of such partner, or otherwise, or where a person whose name does not appear in the deed of partnership or in any alteration or addition thereto becomes a partner of an already existing partnership, the partner or partners having the administration or the representation of the partnership shall, within one month from the date when a partner ceases to be a partner or when a person is appointed as a partner, as applicable, deliver to the Registrar for registration a notice of the cessation or a notice of appointment of a new partner, as the case may be, stating the names, addresses and identification details of the person ceasing to be a partner or the person being appointed a partner, as applicable:

Provided that any inter vivos assignment of interest in whole or in part of any partner shall, unless otherwise provided in the deed of partnership, require the prior consent in writing of all the other partners, and no such consent shall be required for any assignment of a partner’s interests: causa mortis Provided further that any creditor of the partnership whose debt existed prior to the date of publication of the statement in accordance with article 401(1)(e) relating to the notice specifying the cessation of a partner, appointment of a partner, or assignment of a partner’s interests, as referred to in this sub-article may object thereto by sworn application, within the period of three months from the said date of publication and, if he shows good cause, the court shall order that the interests are re-transferred to the partner who originally held such interests, other than a demised partner, or allow the change in partners or the assignment of the interest of the partners, as the case may be, on sufficient security being given by the partnership: Provided further that if the court makes an order in accordance with the second proviso for the interests to be re-transferred to the partner who originally held such interests, any obligations undertaken on behalf of the partnership by the partner whose interests are to be re-transferred as aforesaid shall remain legally binding on the partnership and the other partners, and if any such partner with unlimited liability would have become personally liable in terms of the Act for the obligations of the partnership, he shall remain so liable even after ceasing to be a partner in accordance with the court order.

(4) If default is made in complying with the provisions of sub-article (3), the partner or partners having the administration or representation of the partnership shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.