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Partnership agreementThe Limited Partnerships Act requiresthat the limited partnership has awritten partnership agreement whichprovides for certain specified matters.There is significant flexibility underthe Act for limited partnerships tobe self governed by the terms of thepartnership agreement.Role and liability – general partnersGeneral partners are the agents of thelimited partnership and are responsiblefor the active, day-to-day managementof the limited partnership. They mayinvest in the limited partnership, but arenot required to.A general partner is liable for the debtsand liabilities of the limited partnershipto the extent the limited partnershipcannot pay. Where there is more thanone general partner, each generalpartner is jointly and severally liable. Ageneral partner’s liability is howevertypically managed by using a limitedliability company as a general partner,which has no assets and which does not“trade”.Role and liability – limited partnersLimited partners are passive investors,cannot bind the limited partnership andare restricted from participating in themanagement of the partnership, exceptthat they may undertake certain “safeharbour” activities which are expresslystated not to be active management ofthe partnership.The liability of each limited partner islimited to the amount of that partner’scapital contribution to the limitedpartnership. However, if a limitedpartner participates in the managementof the limited partnership, they canexpose themselves to the same liabilityas a general partner.TerminationThere is no limit as to the duration ofa limited partnership but terminationevents can be built into the partnershipagreement if a set duration is desired. Alimited partnership can be terminatedunder the following circumstances:(a) an event or the expiry of a period oftime when, under the partnershipagreement, the limited partnershipterminates;(b) a resolution is made by the limitedpartnership that the limitedpartnership be terminated;(c) there is either no general or limitedpartner in the limited partnershipfor 10 working days or more; or(d) the limited partnership agreementhas lapsed for 10 working days ormore.When a termination event has occurredthe limited partnership may pass aresolution to appoint a liquidator tothe limited partnership or any partner,creditor or the Registrar may makeapplication to the Court to place thelimited partnership in liquidation.An application can also be made bycertain parties to deregister a limitedpartnership on certain grounds.RegistrationAn application to register a limitedpartnership is made by completing theprescribed form and filing it with theCompanies Office. Once registered,the limited partnership’s name willappear on the Limited PartnershipsRegister. A limited partnership hassimilar administration requirements to acompany. The limited partnership mustsatisfy a solvency test before makingdistributions. Minutes of meetings,partner details, capital accounts andaccounting records must all be kept and4