Section 11: Legal personality of limited partnership

11. Legal personality of limited partnership (1) Where the general partners elect that a limited partnership shall have legal personality, they shall, at the time of applying for its registration under section 19, file with the Registrar a declaration signed by one or more of the general partners, stating that the limited partnership shall have legal personality. (2) Where the general partners— (a) elect, in accordance with subsection (1), that a limited partnership shall have legal personality— (i) the partnership shall have legal personality; (ii) the Register and certificate of registration shall state that fact; (b) do not so elect— (i) the limited partnership shall not have legal personality; L15A – 7 [Issue 7] Limited Partnerships Act (ii) the Register and certificate of registration shall state that fact. (3) Any change in the partners of a limited partnership which has legal personality shall not affect the existence, rights or liabilities of the limited partnership. (4) Subject to this Act and to any other enactment, a limited partnership which has legal personality shall— (a) have, both within and outside Mauritius— (i) full capacity to carry on or undertake any lawful business or activity, do an act, or enter into any transaction; (ii) for the purposes of subparagraph (i), full rights, powers and privileges; (b) be capable of suing and being sued in its own name. (5) A limited partnership which— (a) has legal personality may subsequently elect not to continue as a legal person; or (b) does not have legal personality may subsequently elect to continue as a limited partnership having legal personality, subject to— (i) prior notification being given to the Registrar; (ii) the change being entered by the Registrar in the Register and certificate of registration of the limited partnership; and (iii) the change not affecting the rights or obligations which the limited partnership had prior to the change.