Section 74: Institution of legal proceedings

74. Institution of legal proceedings (1) Legal proceedings by, against or otherwise in relation to a limited partnership shall only be instituted— (a) where the limited partnership has elected to have legal personality in accordance with section 11, by or against the limited partnership; (b) where the limited partnership has not elected to have legal personality, by or against any one or more of the general partners. (2) Subject to subsections (4) and (5), no limited partner shall be a party to or named in proceedings under subsection (1). (3) Subject to subsection (4), no judgment shall be enforced against any property of a limited partnership where the limited partnership has not elected to have legal personality, unless such judgment has been granted against a general partner in his capacity as general partner of that limited partnership. (4) Nothing in subsection (1) shall preclude the enforcement of an order of the Court relating to property of a limited partnership in any case where, by reason of— (a) the death, legal incapacity, bankruptcy, retirement or withdrawal of the general partner from the limited partnership, where the sole or last remaining general partner is an individual; or (b) the dissolution, bankruptcy or withdrawal from the limited partnership, a judgment cannot be granted against a general partner in his capacity as a general partner of that limited partnership, where the sole or last remaining general partner is a body corporate or an unincorporated body. (5) Subsection (1) shall be without prejudice to the right of any person to join or otherwise institute proceedings against a limited partner— (a) who is liable for any debt of the limited partnership under this Act; or (b) to obtain payment of his contribution or repayment of any amount pursuant to section 54 (2). L15A – 45 [Issue 7] Limited Partnerships Act (6) A limited partner may, with leave of the Court, institute proceedings on behalf of a limited partnership where— (a) the general partners have, without good cause, failed or refused to do so; and (b) the failure or refusal is oppressive to the limited partner or is prejudicial to his interests as a limited partner.