Section 27: Provisions on general partners

27. Provisions on general partners (1) Subject to subsection (2) and the partnership agreement, every general partner shall be an agent of the limited partnership and of his other partners for the purposes of the business of the limited partnership and shall have general authority to conduct and manage the business and affairs of the limited partnership and to exercise, in its name, all its rights, powers and authority. (2) A general partner may not, without the written consent of all limited partners— (a) do any act or transaction which shall or is likely to put in jeopardy the continuation of the business of the limited partnership; (b) deal in any manner with any property of the partnership or in which the partnership has any interest, or dispose of any rights in any such property, for any purpose other than a partnership purpose; or (c) admit a person as a partner unless he has the right to do so under the partnership agreement. (3) Any debt or obligation incurred by a general partner in the conduct of the business of a limited partnership shall be a debt or obligation of the limited partnership. (4) A general partner shall not be held personally liable for a partnership obligation in any proceedings unless— (a) there has been a judgment, order or arbitral award against the limited partnership establishing the amount of the partnership obligation in the same or earlier proceedings; or [Issue 4] L15A – 20 Revised Laws of Mauritius (b) the Court has ordered the limited partnership to make payment in respect of the partnership obligation. (5) Where there is more than one general partner in a limited partnership, any decision on ordinary matters connected with the business or affairs of the limited partnership may, subject to this Act and the provisions of the partnership agreement, be decided by a majority from among the general partners. (6) Unless otherwise provided in the partnership agreement— (a) a general partner may delegate his authority, function or power to another person but shall remain liable for any act or omission of such person; (b) an additional general partner may be admitted only with the consent in writing of each partner.