The University of Newcastle

• LEGL 2002

LEGL2002 Revision Notes - Section 10 & 12 of partnership Act 1892 NSW - Section 10 of Partnership Act Liability of firm for wrongs (4 elements) o ‘incorporated limited partnership’ means an incorporated limited partnership formed in accordance with Section 50A (Limited partnership – is formed by and or registration of the partnership) - Section 12 of Partnership Act Liability for wrongs joint and several o Basically means that every partner other than a limited partnership are all liable (liable jointly) o Limited partner (a parter in the limited partnership whose liability for the liabilities of the partnership is liited in accordance with this part) o In contrast, a general partner (a partner in the limited partnership who is not a limited partner) in a limited partnership is only liable for any liability. - Replaceable rules set out minimum requirements for the operation of a company. o The company can adopt the rules, modify them or ignore them by putting in place its own constitution. - Depending on the type of company, the exact requirements vary, but most companies are required to have – and most companies should have a set of rules in place to meet their regulatory obligations. - Companies established after July 1998 o Are required to have a set of rules in accordance with the Corp Act Section 134  Internal management of companies (A company’s internal management may be governed by provisions of this Act that apply to the company as replaceable rules, by a constitution or by a combination of both) - Powers of directors (replaceable rule — see section 135) The business of a company is to be managed by or under the direction of the directors. o Note: See section 198E for special rules about the powers of directors who are the single director/shareholder of proprietary companies. o The directors may exercise all the powers of the company except any powers that this Act or the company’s constitution (if any) requires the company to exercise in general meeting. - S135(3) a failure to comply with the replaceable rules as they applt to company is not itself a contravention of this act. - Section 135 of Corp Act states that the replaceable rules do NOT apply to single shareholder/director o “the section does not apply to a proprietary company while the same person is both the sole director and sole sharehold