Section 25: Limited and general partners

25. Limited and general partners (1) A person shall be admitted as a limited partner in a limited partnership— (a) at the time specified in, and upon compliance with, the partnership agreement; or (b) where the partnership agreement does not so provide, upon the consent of all partners and when the admission of such person is reflected in the records of the limited partnership. (2) (a) A person shall cease to be a limited partner— (i) at the time specified in and upon compliance with the partnership agreement; or (ii) where the partnership agreement does not so provide, upon the death or bankruptcy of such person, assignment of the entire partnership interest of such person and when the withdrawal of such person from the partnership is reflected in the records of the limited partnership. (b) The death or bankruptcy of the person shall be without prejudice to his rights in the limited partnership. (3) Unless otherwise provided in the partnership agreement or any other agreement, a partner shall have no pre-emptive rights to subscribe to any additional issue of partnership interest or any other interest in the limited partnership. (4) A person may be a general partner and a limited partner at the same time in the same limited partnership. (5) Where a partner pays an amount to discharge the whole or part of his personal liability for a partnership obligation, the partnership obligation shall be discharged to the extent of the amount paid. (6) Subject to the partnership agreement, where a partnership obligation is— (a) discharged in whole or in part, whether or not as a result of subsection (5); or (b) otherwise reduced or extinguished, the personal liability of any partner for that partnership obligation is discharged or reduced or extinguished to the same extent. (7) Subject to the partnership agreement, no partner shall— (a) contribute capital to the limited partnership; or (b) vary the amount of his capital contribution to the limited partnership, unless he and all the general partners agree. L15A – 17 [Issue 4] Limited Partnerships Act (8) Subject to the partnership agreement, where a partner contributes capital to the limited partnership, he shall not be entitled to interest on it. (9) The partnership agreement may provide that, where a partner makes an advance to the limited partnership beyond the amount of the capital he has agreed to contribute, he is entitled to receive interest from the limited partnership at the rate specified in the partnership agreement from the date of the advance. (10) A partner shall be liable to the limited partnership for the difference between the value of the contribution made by him to the limited partnership and the value of the money or other property he undertook to contribute to the limited partnership. (11) Unless otherwise provided in this Act or in the partnership agreement, each partner shall be entitled to share any profit of the limited partnership which accrues while he is a partner, and shall be liable to bear any loss of the limited partnership incurred while he is a partner, in equal proportion.