partnerships (except so far as they are inconsistent with the express provisions of the Partnership Act) shall apply to limited partnerships.
(2) In subsection (1), the reference to partnerships shall not include limited liability partnerships.
Default rules on relationship of partners
5. Subject to any agreement, expressed or implied, between the partners—
- (a) any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the general partners; and
- (b) a person may become a partner without the consent of the existing limited partners.
Limited partner not to take part in management of limited partnership
6.—(1) Subject to subsections (2) to (4), a limited partner shall not take part in the management of the limited partnership, and shall not have power to bind the limited partnership.
(2) If a limited partner takes part in the management of the limited partnership, he shall be liable for all debts and obligations of the limited partnership incurred while he so takes part in the management as though he were a general partner.
(3) A limited partner shall not be regarded as taking part in the management of the limited partnership for the purposes of this section solely by reason of his acting or attempting to act in one or more of the capacities specified in the First Schedule.
(4) For the avoidance of doubt, the enumeration of acts in the First Schedule shall not—
- (a) be taken to be exhaustive; or
- (b) create rights or powers of limited partners.
Distributions to limited partner
7.—(1) Subject to the partnership agreement, a limited partner may during the continuance of the partnership, with the approval of the general partners—
