Ministry of Industry Investment and Commerce of J : BRIEF: General Partnership Bill

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OVERVIEW

BRIEF GENERAL PARTNERSHIP BILL

The General Partnership Bill ("the Bill") is implemented to modernize our partnership law and to create a more desirable business environment in line with international standards and practices. The Bill is a key component in a suite of legislation that is required to support international businesses and financial activities related to Jamaica's Global Logistics Centered Economy. It is anticipated that the legislation will facilitate significant investments and boost the country's economic growth, as investors are facilitated in their choice of investment vehicle.

The provisions of the Bill are consistent with both the Revised Uniform Partnership Act (RUPA) of 1997, a model Act drafted by the National Conference of Commissioners on Uniform State

Laws of the United States of America and recommended for adoption by all the States in that country, and the 1890 Partnership Act of the United Kingdom.

The objects of the Bill are to:-

1. make provision for the formation and operation of three distinct types of general partnerships -

2. general partnership without separate legal personality;

3. general partnership with separate legal personality; and

4. limited liability partnership;

5. formalize the process for foreign partnerships seeking to transact business in Jamaica;

6. facilitate mergers and conversions of partnerships.




THE BILL




PART I - PRELIMINARY




Part I of the Bill addresses the preliminary aspects of the Bill. It includes the short title and the commencement date of the Bill. It also provides for the interpretation of certain key terms used throughout the Bill.




This Part stipulates that the rules of common law and equity applicable to partnership shall continue in force and apply to partnerships so far as they are not inconsistent with the provisions of the Bill.




The general rules in relation to the formation and conversion of partnerships are briefly introduced. Most notably is that partnerships in existence before the operation of the Act are deemed to have been created without separate legal personality and will continue as such, unless their relevant partners convert the partnership into a partnership with separate legal personality.

The Part goes on to explain that a partnership agreement may be oral or in writing, and that a written partnership agreement may be varied in accordance with its terms but an unwritten partnership requires the assent of all the partners in order to be varied.




This Part also outlines the instances in which, a partnership is deemed to have knowledge, notice or notification of a fact. In this regard, the relevant provision also states that a partner's knowledge, notice, or receipt of notification is immediately imputed to the partnership, except in a case where there is a fraud on the partnership, which has been committed by or with the consent of the partner having the knowledge, notice or who is in receipt of the notification.




PART II - PARTNERSHIP WITHOUT SEPARATE LEGAL PERSONALITY