Australian Capital Territory
Partnership Act 1963     No 5
Republication No 2
Republication date: 4 January 2002
Last amendment made by Act 2001 No 44
Amendments incorporated to 12 September 2001

Unauthorised version prepared by ACT Parliamentary Counsel's Office
About this republication
The republished law
This is a republication of the Partnership Act 1963 as in force on 4 January 2002.  It includes any amendment, repeal or expiry affecting the republished law to 12 September 2001 and any amendment made under the Legislation Act 2001, part 11.3 (Editorial changes).  
The legislation history and amendment history of the republished law are set out in endnotes 3 and 4. 
Kinds of republications
The Parliamentary Counsel’s Office prepares 2 kinds of republications of ACT laws (see the ACT legislation register at www.legislation.act.gov.au):
•	authorised republications to which the Legislation Act 2001 applies
•	unauthorised republications.
The status of this republication appears on the bottom of each page.
Editorial changes
The Legislation Act 2001, part 11.3 authorises the Parliamentary Counsel to make editorial amendments and other changes of a formal nature when preparing a law for republication.  Editorial changes do not change the effect of the law, but have effect as if they had been made by an Act commencing on the republication date (see Legislation Act 2001, s 115 and s 117).  The changes are made if the Parliamentary Counsel considers they are desirable to bring the law into line, or more closely into line, with current legislative drafting practice.  
When preparing the authorised version of this republication amendments were made under part 11.3 (see endnote 1).
Uncommenced provisions and amendments
If a provision of the republished law has not commenced or is affected by an uncommenced amendment, the symbol  U  appears immediately before the provision heading.  The text of the uncommenced provision or amendment appears only in the last endnote.
Modifications
If a provision of the republished law is affected by a current modification, the symbol  M  appears immediately before the provision heading.  The text of the modifying provision appears in the endnotes.  For the legal status of modifications, see Legislation Act 2001, section 95.
Penalties
The value of a penalty unit for an offence against this republished law at the republication date—
	(a)	if the person charged is an individual—$100; or
	(b)	if the person charged is a corporation—$500.

Amendments incorporated to
12 September 2001

Australian Capital Territory
Partnership Act 1963

Contents
	Page
Part 1	Preliminary
	1	Name of Act	2
	2	Meaning of business	2
	5	Saving of rules of equity and common law	2
Part 2	Nature of partnership
	6	Partnership is relation between persons	3
	7	Rules for determining existence of partnership	3
	8	Firms and firm names	4
Part 3	Relations of partners to persons dealing with them
	9	Power of partner to bind firm	5
	10	Partners bound by acts on behalf of firm	5
	11	Partner using credit of firm for private purposes	5
	12	Effect of notice that firm will not be bound by acts of partner	6
	13	Liability of partner	6
	14	Liability of firm for wrongs	6
	15	Misapplication of money or property received for, or in custody of, firm	7
	16	Liability for wrongs joint and several	7
	17	Improper employment of trust property for partnership purposes	8
	18	Persons liable by holding out	8
	19	Admissions and representations of partners	9
	20	Notice to acting partner to be notice to firm	9
	21	Liabilities of incoming and outgoing partners	9
	22	Revocation of continuing guaranty by change of firm	9
Part 4	Relations of partners to one another
	23	Variation by consent of terms of partnership	10
	24	Partnership property	10
	25	Land purchased by co-owners out of profits from land	10
	26	Property bought with money of firm	11
	27	Conversion into personalty of land held by firm	11
	28	Procedure against partnership property for partner’s separate judgment debt	11
	29	Rules as to interests and duties of partners	12
	30	Expulsion of partner	13
	31	Retirement from partnership at will	13
	32	Partnership for term continued over	13
	33	Duty of partners to render accounts	14
	34	Accountability of partners for private profits	14
	35	Duty of partner not to compete with firm	14
	36	Rights of assignee of share in partnership	15
Part 5	Dissolution of partnership and its consequences
	37	Dissolution by expiration or otherwise	16
	38	Dissolution by bankruptcy, death or charge	16
	39	Dissolution by illegality of partnership	17
	40	Dissolution by Supreme Court	17
	41	Rights of persons dealing with firm against apparent members of firm	18
	42	Right of partners to notify dissolution	18
	43	Advertisement of dissolution or change	19
	44	Continuing authority of partners for purposes of winding-up	19
	45	Rights of partners to application of partnership property	19
	46	Apportionment of premium when partnership prematurely dissolved	20
	47	Rights where partnership dissolved for fraud or misrepresentation	20
	48	Right of outgoing partner in certain cases to share profits made after dissolution	21
	49	Retiring or deceased partner’s share to be debt	22
	50	Rules for distribution of assets on final settlement of accounts	22
Endnotes
	1	About the endnotes	24
	2	Abbreviation key	24
	3	Legislation history	25
	4	Amendment history	25
	5	Earlier republications	26

Amendments incorporated to
12 September 2001

Australian Capital Territory
Partnership Act 1963

An Act relating to partnership

    

Part 1	Preliminary
1	Name of Act
This Act is the Partnership Act 1963.
2	Meaning of business
In this Act:
business includes a trade, occupation or profession.
5	Saving of rules of equity and common law
The rules of equity and of the common law applicable to partnership continue in force except so far as they are inconsistent with the express provisions of this Act.

Part 2	Nature of partnership
6	Partnership is relation between persons
	(1)	Partnership is the relation which exists between persons carrying on a business in common with a view of profit.
	(2)	The relation between members of a body corporate, whether formed or incorporated in or outside the ACT, is not partnership within the meaning of this Act.
7	Rules for determining existence of partnership
	(1)	In determining whether a partnership does or does not exist, regard shall be had to subsections (2) to (4).
	(2)	Joint tenancy, tenancy in common, joint property or part ownership does not, of itself, create a partnership as to anything so held or owned, whether the tenants or owners do or do not share any profits made by the use of the thing so held or owned.
	(3)	The sharing of gross returns does not, of itself, create a partnership, whether the persons sharing the returns have or have not a joint or common right or interest in any property from which, or from the use of which, the returns are derived.
	(4)	The receipt by a person of a share of the profits of a business is evidence that the person is a partner with respect to the business, but the receipt of such a share, or of a payment contingent on, or varying with, the profits of a business, does not, of itself, make the person a partner with respect to the business and, in particular—
	(a)	the receipt by a person of a debt or other liquidated demand by instalments or otherwise out of the accruing profits of a business does not, of itself, make the person a partner with respect to the business or liable as a partner with respect to the business; and
	(b)	a contract for the remuneration of a servant or agent of a person engaged in a business by a share of the profits of the business does not, of itself, make the servant or agent a partner with respect to the business or liable as a partner with respect to the business; and
	(c)	a person, being the widow or child of a deceased partner who receives, by way of periodical payment, a portion of the profits made in a business is not, by reason only of the receipt of that portion, a partner with respect to the business or liable as a partner with respect to the business; and
	(d)	the lending of money to a person engaged or about to engage in a business under a contract, made in writing with that person and signed by or on behalf of all the parties to the contract, by virtue of which the lender is entitled to receive a rate of interest varying with, or a share of, the profits arising from carrying on the business, does not, of itself, make the lender a partner with the person carrying on the business or liable as a partner with that person; and
	(e)	a person who receives by way of periodical payment a portion of the profits of a business in consideration of the sale by the person of the goodwill of the business is not, by reason only of the receipt of that portion, a partner with respect to the business or liable as a partner with respect to the business.
8	Firms and firm names
For this Act, persons who have entered into partnership with one another are called collectively a firm and the name under which their business is carried on is called the firm name.

Part 3	Relations of partners to persons dealing with them
9	Power of partner to bind firm
	(1)	A partner in a firm is the agent of the firm, and of the other partners in the firm, for the purposes of the business of the firm.
	(2)	An act done by a partner in a firm for carrying on in the usual way business of the kind carried on by the firm binds the firm and the other partners in the firm unless—
	(a) 	the partner who does the act has in fact no authority to act for the firm in the particular matter; and
	(b) 	the person with whom the person is dealing either knows that the person has no authority or does not know or believe the person to be a partner in the firm.
10	Partners bound by acts on behalf of firm
	(1)	Subject to subsection (2), an act or instrument relating to the business of the firm done or executed—
	(a)	in the firm name; or
	(b)	in any other manner showing an intention to bind the firm;
by a person authorised to do the act or execute the instrument, whether a partner in the firm or not, is binding on the firm and all the partners in the firm.
	(2)	Subsection (1) does not affect a rule of law relating to the execution of deeds or negotiable instruments.
11	Partner using credit of firm for private purposes
	(1)	Where a partner in a firm pledges the credit of the firm for a purpose apparently not connected with the ordinary course of business of the firm, the firm is not bound unless the partner is in fact specially authorised by the other partners in the firm.
	(2)	Subsection (1) does not affect a personal liability incurred by an individual partner.
12	Effect of notice that firm will not be bound by acts of partner
If it has been agreed between the partners in a firm that restrictions shall be placed upon the power of 1 or more of them to bind the firm, an act done in contravention of the agreement is not binding on the firm with respect to a person having notice of the agreement.
13	Liability of partner
	(1)	Each partner in a firm is liable jointly with the other partners in the firm for the debts and obligations of the firm incurred while the partner is a partner.
	(2)	After the death of a partner in a firm, the estate of the deceased partner is severally liable in a due course of administration for the debts and obligations of the firm incurred while the deceased partner was a partner so far as those debts and obligations remain unsatisfied, but subject to the prior payment of the separate debts of the deceased partner.
14	Liability of firm for wrongs
	(1)	This section applies if, by any wrongful act or omission of a partner (the relevant partner) in a firm acting in the ordinary course of the business of the firm, or with the authority of the other partners in the firm—
	(a)	loss or injury is caused to someone who is not a partner in the firm; or
	(b)	a penalty is incurred.
	(2)	The firm is liable in relation to the loss, injury or penalty to the same extent as the relevant partner.
	(3)	For this section, a partner who commits a wrongful act or omission as a director of a body corporate (within the meaning of the Corporations Act), as a member of a Territory authority, or as a member of the board (however described) of a Territory authority, is not to be taken to be acting in the ordinary course of business of the firm, or with the authority of the other partners in the firm, only because of 1 or more of the following:
	(a)	the partner obtained the agreement or authority of the other partners in the firm, or some of them, to be appointed or to act as director or member;
	(b)	the remuneration that the partner receives as director or member forms part of the income of the firm;
	(c)	any other partner of the firm is also such a director or member, whether of the same or a different body corporate, Territory authority or board.
15	Misapplication of money or property received for, or in custody of, firm
Where—
	(a)	a partner in a firm acting within the scope of the partner’s apparent authority receives the money or property of a third person and misapplies it; or
	(b)	a firm in the course of its business receives money or property of a third person and the money or property so received is, while in the custody of the firm, misapplied by 1 or more of the partners in the firm;
the firm is liable to make good the loss.
16	Liability for wrongs joint and several
Each partner in a firm is liable jointly with the other partners in the firm, and also severally, for everything for which the firm becomes, while the partner is a partner in the firm, liable under section 14 or 15.
17	Improper employment of trust property for partnership purposes
	(1)	Subject to this section, if a partner in a firm, being a trustee, improperly employs trust property in the business of, or on account of, the firm, another partner in the firm is not liable for the trust property to the persons beneficially interested in that property.
	(2)	Subsection (1) does not affect any liability incurred by a partner by reason of his having notice of a breach of trust.
	(3)	Nothing in subsection (1) prevents trust money from being followed and recovered from a firm if it is still in the possession, or under the control, of the firm.
18	Persons liable by holding out
	(1)	Subject to subsection 2, a person—
	(a)	who, by words, whether spoken or written, or by conduct, represents himself or herself as a partner in a firm; or
	(b)	who knowingly suffers himself or herself to be represented as a partner in a firm;
is liable as a partner in the firm to any person who has, on the faith of the representation, given credit to the firm, whether the representation has or has not been made or communicated to the person so giving credit by or with the knowledge of the apparent partner making the representation or suffering it to be made.
	(2)	Where, after the death of a partner in a firm, the business of the firm is continued in the old firm name, the continued use of that name or of the name of the deceased partner as part of that name does not, of itself, make the partner’s legal personal representatives or the partner’s estate or effects liable for debts of the firm contracted after the partner’s death.
19	Admissions and representations of partners
An admission or representation made by a partner in a firm concerning the affairs of the firm and in the ordinary course of the business of the firm is evidence against the firm.
20	Notice to acting partner to be notice to firm
Notice to a partner in a firm who habitually acts in the business of the firm of a matter relating to the affairs of the firm operates as notice to the firm, except in the case of fraud on the firm committed by or with the consent of that partner.
21	Liabilities of incoming and outgoing partners
	(1)	A person who is admitted as a partner into an existing firm does not thereby become liable to the creditors of the firm for anything done before the person became a partner.
	(2)	A partner who retires from a firm does not thereby cease to be liable for debts and obligations of the firm incurred before the partner’s retirement.
	(3)	A retiring partner in a firm may be discharged from existing liabilities by an agreement to that effect between the retiring partner, the members of the firm as newly constituted and the creditors.
	(4)	An agreement referred to in subsection (3) may be either express or inferred as a fact from the course of dealing between the creditors and the firm as newly constituted.
22	Revocation of continuing guaranty by change of firm
A continuing guaranty given either to a firm or to a third person in respect of the transactions of a firm is, in the absence of agreement to the contrary, revoked as to future transactions by a change in the constitution of the firm to which, or in respect of whose transactions, the guaranty was given.

Part 4	Relations of partners to one another
23	Variation by consent of terms of partnership
The mutual rights and duties of partners, whether ascertained by agreement or defined by this Act, may be varied by the consent (either express or inferred from a course of dealing) of all the partners.
24	Partnership property
	(1)	Subject to section 25, all property, and rights and interests in property, originally brought into the stock of a firm or acquired, whether by purchase or otherwise, on account of a firm or for the purposes, and in the course of the business, of a firm are called in this Act partnership property.
	(2)	Subject to subsection (3), the partnership property of a firm shall be held and applied by the partners in the firm exclusively for the purposes of the firm and in accordance with the partnership agreement.
	(3)	A legal estate or interest in land, being an estate or interest that belongs to a firm, shall devolve according to the nature and tenure of, and the general rules of law applicable to, the estate or interest, but in trust so far as is necessary for the persons beneficially interested in the estate or interest under this section.
25	Land purchased by co-owners out of profits from land
Where co-owners of an estate or interest in land, not being an estate or interest which is partnership property—
	(a)	are partners as to profits made by the use of the estate or interest or of the land; and
	(b)	purchase out of the profits another estate or interest in land to be used in like manner;
the estate or interest so purchased belongs to them, in the absence of an agreement to the contrary, not as partners but as co-owners for the same respective estates or interests as are held by them, at the date of the purchase, in the firstmentioned estate or interest.
26	Property bought with money of firm
Property bought with money belonging to a firm is, unless the contrary intention appears, deemed to have been bought on account of the firm.
27	Conversion into personalty of land held by firm
Where an estate or interest in land has become partnership property, the estate or interest shall, unless the contrary intention appears, be treated as between the partners, the legal personal representatives of a deceased partner and the persons entitled under the will, or upon the administration of the estate, of a deceased partner, as personal or movable property and not real property.
28	Procedure against partnership property for partner’s separate judgment debt
	(1)	A writ of execution shall not issue against partnership property of a firm except on a judgment against the firm.
	(2)	The Supreme Court may, on the application by summons of a judgment creditor of a partner in a firm—
	(a)	make an order charging the interest of the partner in the partnership property and profits of the firm with payment of the amount of the judgment debt and interest on that debt; and
	(b)	by that or a subsequent order—
	(i)	appoint a receiver of the partner’s share of the profits (whether already declared or accruing) of the firm and of any other money which may be coming to the partner in respect of the firm; and
	(ii)	direct all accounts and inquiries and give all other orders and directions which might have been directed or given if the charge had been made in favour of the judgment creditor by the partner or which the circumstances of the case may require.
	(3)	Where the interest of a partner in a firm in the partnership property and profits of the firm has been charged under subsection (3), the other partners in the firm may—
	(a)	at any time, redeem the interest so charged; or
	(b)	where a sale of the interest is directed—purchase the interest.
29	Rules as to interests and duties of partners
	(1)	All the partners in a firm are entitled to share equally in the capital and profits of the firm and are liable to contribute equally towards the losses, whether of capital or otherwise, sustained by the firm.
	(2)	A firm shall indemnify each partner in the firm in respect of payments made, and personal liabilities incurred, by the partner—
	(a)	in the ordinary and proper conduct of the business of the firm; or
	(b)	in or about anything necessarily done for the preservation of the business or property of the firm.
	(3)	A partner in a firm who makes, for the purposes of the firm, a payment or advance beyond the amount of capital which the partner has agreed to subscribe is entitled to interest at a rate of 7% per annum from the date of the payment or advance.
	(4)	A partner in a firm is not entitled before the ascertainment of the profits of the firm to interest on the capital subscribed by the partner.
	(5)	Each partner in a firm is entitled to take part in the management of the business of the firm.
	(6)	A partner in a firm is not entitled to remuneration for acting in the business of the firm.
	(7)	A person shall not be introduced into a firm as a partner without the consent of all existing partners in the firm.
	(8)	A difference arising as to ordinary matters connected with the business of a firm may be decided by a majority of the partners in the firm, but no change may be made in the nature of the business of the firm without the consent of all existing partners in the firm.
	(9)	The books of a firm shall be kept at the place of business of the firm (or the principal place of business, if there is more than 1), and each partner in the firm is entitled, when the partner thinks fit, to have access to, and to inspect and to copy, any of the books.
	(10)	The operation with respect to a firm or a partner in a firm of any provision of this section is subject to any agreement express or implied between the partners in the firm.
30	Expulsion of partner
A majority of partners in a firm are not entitled to expel another partner from the firm unless the majority are acting in the exercise of a power so to do conferred by express agreement between all the partners in the firm.
31	Retirement from partnership at will
Where a fixed term has not been agreed upon for the duration of a partnership, a partner may determine the partnership at any time on giving notice to all the other partners of the partner’s intention so to do.
32	Partnership for term continued over
	(1)	Where a partnership entered into for a fixed term is continued after the term has expired without an express new agreement, the rights and duties of the partners remain the same as they were at the expiration of the term so far as is consistent with the incidents of a partnership at will.
	(2)	For subsection (1), a continuance, after the expiration of the fixed term for which the partners entered into partnership, of the business of a firm by the partners in the firm, or by those of the partners in the firm who habitually acted in the business during the term, without a settlement or liquidation of the affairs of the firm is deemed to be a continuance of the partnership.
33	Duty of partners to render accounts
A partner in a firm is bound to render true accounts and full information of all things affecting the firm to another partner, or to the legal personal representatives of another partner, in the firm.
34	Accountability of partners for private profits
	(1)	A partner in a firm is bound to account to the firm—
	(a)	for any benefit derived by the partner, without the consent of the other partners in the firm, from a transaction concerning the firm; or
	(b)	for any use by the partner of the partnership property, the firm name or the business connection of the firm.
	(2)	This section applies also to transactions undertaken, after a partnership has been dissolved by the death of a partner in a firm and before the affairs of the firm have been completely wound up, either by a surviving partner in the firm or by the legal personal representatives of the deceased partner.
35	Duty of partner not to compete with firm
If a partner in a firm carries on, without the consent of the other partners in the firm, a business of the same nature as, and competing with, that of the firm, the partner so carrying on business shall account for and pay over to the firm all profits made by the partner in the business.
36	Rights of assignee of share in partnership
	(1)	An assignment by a partner in a firm of the partner’s share in the partnership, whether absolute or by way of mortgage or redeemable charge, does not, as against the other partners in the firm, entitle the assignee during the continuance of the partnership—
	(a)	to interfere in the management or administration of the business or affairs of the firm; or
	(b)	to require an account of the transactions of the firm; or
	(c)	to inspect the books of the firm.
	(2)	An assignment referred to in subsection (1) entitles the assignee only to receive the share of profits of the firm to which the assigning partner would otherwise be entitled, and the assignee must accept the account of profits of the firm agreed to by the partners.
	(3)	In case of a dissolution of a partnership after a partner has assigned the partner’s share in the partnership, whether as respects all the partners or as respects the assigning partner, the assignee is entitled to receive the share of the partnership property to which the assigning partner is entitled as between the partner and the other partners and, for the purpose of ascertaining that share, to an account as from the date of the dissolution.

Part 5	Dissolution of partnership and its consequences
37	Dissolution by expiration or otherwise
	(1)	Subject to any agreement between the partners, a partnership is dissolved—
	(a)	where the partnership was entered into for a fixed term—by the expiration of that term; or
	(b)	where the partnership was entered into for a single adventure or undertaking—by the termination of that adventure or undertaking; or
	(c)	where the partnership was entered into for an undefined time—by a partner giving notice to the other or others of the partner’s intention to dissolve the partnership.
	(2)	A partnership which is dissolved by a partner giving the notice referred to in subsection (1) (c) is dissolved—
	(a)	as from the date mentioned in the notice as the date of dissolution; or
	(b)	if no date of dissolution is so mentioned—as from the date of the communication of the notice.
38	Dissolution by bankruptcy, death or charge
	(1)	Subject to any agreement between the partners, a partnership is dissolved as regards all the partners by the death or bankruptcy of a partner or upon a partner executing a deed of assignment under any law of the Commonwealth relating to bankruptcy.
	(2)	A partnership may, at the option of the other partners, be dissolved if a partner suffers the partner’s share of the partnership property to be charged under this Act for the partner’s separate debt.
39	Dissolution by illegality of partnership
A partnership is dissolved by the happening of an event which makes it unlawful for the business of the firm to be carried on or for the members of the firm to carry on the business of the firm in partnership.
40	Dissolution by Supreme Court
	(1)	Subject to this section, when—
	(a)	a partner in a firm—
	(i)	has been declared in accordance with law to be a person with a mental disability; or
	(ii)	is shown, to the satisfaction of the Supreme Court, to be a person with a mental disability; or
	(b)	a partner in a firm becomes in any other way permanently incapable of performing the person’s part of the partnership agreement; or
	(c)	a partner in a firm has been guilty of such conduct as, in the opinion of the court, regard being had to the nature of the business of the firm, is calculated to affect prejudicially the carrying on of that business; or
	(d)	a partner in a firm—
	(i)	wilfully or persistently commits a breach of the partnership agreement; or
	(ii)	otherwise so conducts himself or herself in matters relating to the business of the firm that is not reasonably practicable for the other partners to carry on the business in partnership with the partner; or
	(e)	the business of a firm can only be carried on at a loss; or
	(f)	circumstances have arisen which, in the opinion of the court, render it just and equitable that a partnership be dissolved;
the court, may, on the application of a partner in the firm, order that the partnership be dissolved.
	(2)	An application under subsection (1) (a) may be made, on behalf of the partner concerned, by the partner’s committee or next friend or person having title to intervene instead of by the partner personally.
	(3)	An application under subsection (1) (b), (c) or (d) shall not be made by the partner concerned.
	(4)	In this section:
person with a mental disability, in relation to a partnership agreement, means a person who is not legally competent to be a party to the partnership agreement, and includes such a person even if a guardian or manager has not been appointed for the person under the Guardianship and Management of Property Act 1991.
41	Rights of persons dealing with firm against apparent members of firm
	(1)	A person who deals with a firm after a change in its constitution is entitled to treat all apparent members of the old firm as still being members of the firm until the person has notice of the change.
	(2)	A person who, not having been known to a person dealing with a firm to be a partner in the firm, retires from the firm is not liable for the debts of the firm contracted, after the date of his or her retirement, with the person so dealing with the firm.
	(3)	The estate of a person who dies, becomes bankrupt, or executes a deed of assignment under any law of the Commonwealth relating to bankruptcy while a partner in a firm is not liable for the debts of the firm contracted after the date of the partner’s death, bankruptcy or execution of the deed of assignment, as the case may be.
42	Right of partners to notify dissolution
On the dissolution of a partnership or the retirement of a partner, a partner in the firm—
	(a)	may publicly notify that the partnership has been so dissolved or that the partner has so retired, as the case may be; and
	(b)	may require the other partners in the firm to concur for that purpose in all necessary and proper acts (if any) which cannot be done without the concurrence of the other partners.
43	Advertisement of dissolution or change
A notice published in a daily newspaper published in the ACT of the dissolution, or a change in the constitution, of a firm is notice of the dissolution or change to a person who did not have dealings with the firm before the date of the dissolution or change.
44	Continuing authority of partners for purposes of winding-up
	(1)	After the dissolution of a partnership, the authority of each partner to bind the firm and the other rights and obligations of the partners continue, notwithstanding the dissolution, so far as is necessary to wind up the affairs of the firm or to complete transactions begun but unfinished at the time of dissolution, but not otherwise.
	(2)	Subsection (1) does not operate so as to make, in a case where a person who was a partner in a firm becomes bankrupt or executes a deed of assignment under any law of the Commonwealth relating to bankruptcy, any other person who was a partner in the firm liable for the acts of the bankrupt or assignor unless the other person has, after the bankruptcy or execution of the deed of assignment, represented himself or herself, or knowingly suffered himself or herself to be represented, as a partner of the bankrupt or assignor.
45	Rights of partners to application of partnership property
	(1)	On the dissolution of partnership, every partner in the firm is entitled, as against the other partners in the firm and all persons claiming through those other partners in respect of their interests as partners—
	(a)	to have the partnership property of the firm applied in payment of the debts and liabilities of the firm; and
	(b)	to have the surplus partnership property after such payment applied in payment of what may be due to each partner in the firm after deducting what may be due from that partner as a partner in the firm.
	(2)	For the purpose of exercising his or her rights under subsection (1), a partner in a firm, or the partner’s legal personal representatives, may, on the termination of the partnership, apply to the Supreme Court to wind up the business and affairs of the firm.
46	Apportionment of premium when partnership prematurely dissolved
Where one partner has paid a premium to another on entering into partnership for a fixed term and the partnership is dissolved before the expiration of that term otherwise than by the death of a partner, the Supreme Court may order the repayment of the premium or of such part of the premium as it thinks just having regard to the terms of the partnership agreement and to the length of time during which the partnership has continued unless—
	(a)	the dissolution is, in the judgment of the Supreme Court, wholly or chiefly due to the misconduct of the partner who paid the premium; or
	(b)	the partnership has been dissolved by an agreement containing no provision for a return of the premium or any part of the premium.
47	Rights where partnership dissolved for fraud or misrepresentation
Where the partnership agreement is rescinded on the ground of the fraud or misrepresentation of one of the parties to the agreement, the party entitled to rescind is, without prejudice to any other right, entitled—
	(a)	to a lien on, or right of retention of, the surplus of the partnership property of the firm after satisfying the liabilities of the firm for any sum of money paid by the party for the purchase of a share in the partnership and for any capital contributed by the party; and
	(b)	to stand in the place of the creditors of the firm for any payments made by the party in respect of the liabilities of the firm; and
	(c)	to be indemnified by the person guilty of the fraud or making the representation against all the debts and liabilities of the firm.
48	Right of outgoing partner in certain cases to share profits made after dissolution
	(1)	Subject to subsection (2), where—
	(a)	a member of a firm has died or otherwise ceased to be a partner in the firm; and
	(b)	the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and the outgoing partner or his or her estate;
the outgoing partner or his or her estate is, in the absence of an agreement to the contrary, entitled, at the option of that partner or his or her legal personal representatives—
	(c)	to such share of the profits made since the dissolution as the Supreme Court finds to be attributable to the use of that partner’s share of the partnership property; or
	(d)	to interest at the rate of 7% per annum on the amount of that partner’s share of the partnership property.
	(2)	Where, by the partnership agreement, an option is given to the surviving or continuing partners in a firm to purchase the interest of a deceased or outgoing partner and that option is duly exercised, the estate of the deceased partner or the outgoing partner or the estate of the outgoing partner, as the case may be, is not entitled to any further or other share of the profits of the firm, but, if a partner in the firm assuming to act in exercise of the option does not in all material respects comply with the terms of the option, that partner is liable to account under subsection (1).
49	Retiring or deceased partner’s share to be debt
Subject to any agreement between the partners, the amount due from the surviving or continuing partners to an outgoing partner, or the legal personal representatives of a deceased partner, in respect of the outgoing or deceased partner’s share in the partnership, is a debt accruing at the date of the dissolution or death.
50	Rules for distribution of assets on final settlement of accounts
	(1)	In settling accounts between the partners in a firm after dissolution of partnership, this section applies subject to an agreement to the contrary.
	(2)	Losses suffered by the firm, including losses and deficiencies of capital, shall be paid first out of the profits of the firm, next out of the capital of the firm and, lastly, if necessary, by the partners in the firm, individually, in the proportions in which they were entitled to share the profits of the firm.
	(3)	The partnership property of the firm, including the sums (if any) contributed by the partners in the firm to make up losses or deficiencies of capital, shall be applied in the following manner and order:
	(a)	in paying the debts and liabilities of the firm to persons who are not partners in the firm;
	(b)	in paying to each partner in the firm rateably what is due from the firm to the partner for advances as distinguished from capital;
	(c)	in paying to each partner in the firm rateably what is due from the firm to the partner in respect of capital;
	(d)	in dividing the ultimate residue (if any) among the partners in the firm in the proportions in which the profits of the firm were divisible.

Endnotes
1	About the endnotes
Amending and modifying laws are annotated in the legislation history and the amendment history.  Current modifications are not included in the republished law but are set out in the endnotes.
Not all editorial amendments made under the Legislation Act 2001, part 11.3 are annotated in the amendment history.  Full details of any amendments can be obtained from the Parliamentary Counsel’s Office.
Uncommenced amending laws are listed in the legislation history and the amendment history.  These details are underlined.  Uncommenced provisions and amendments are not included in the republished law but are set out in the last endnotes.
If all the provisions of the law have been renumbered, a table of renumbered provisions gives details of previous and current numbering.  
The endnotes also include a table of earlier republications.
If the republished law includes penalties, current information about penalty unit values appears on the republication inside front cover.
2	Abbreviation key

am = amended	ord = ordinance	
amdt = amendment	orig = original	
ch = chapter	p = page	
cl = clause	par = paragraph	
def = definition	pres = present	
dict = dictionary	prev = previous	
disallowed = disallowed by the Legislative 	(prev...) = previously	
Assembly	prov = provision	
div = division	pt = part	
exp = expires/expired	r = rule/subrule	
Gaz = Gazette	reg = regulation/subregulation	
hdg = heading	renum = renumbered	
ins = inserted/added	reloc = relocated	
LA = Legislation Act 2001	R[X] = Republication No	
LR = legislation register	s = section/subsection	
LRA = Legislation (Republication) Act 1996	sch = schedule	
mod = modified / modification	sdiv = subdivision	
No = number	sub = substituted	
o = order	SL  = Subordinate Law	
om = omitted/repealed	underlining = whole or part not commenced	

3	Legislation history
The Partnership Act 1963 was originally the Partnership Ordinance 1963.  It became an ACT Act on self-government (11 May 1989).
Before 11 May 1989, ordinances commenced on their notification day unless otherwise stated (see Seat of Government (Administration) Act 1910 (Cwlth), s 12).
	Legislation before self-government
Partnership Act 1963 No 5
notified 4 April 1963
commenced 4 April 1963
Ordinances Revision (Decimal Currency) Ordinance 1966 No 19
notified 23 December 1966
commenced 23 December 1966
Ordinances Revision Ordinance 1977 No 65
notified 22 December 1977
commenced 23 December 1977
	Legislation after self-government
Justice and Community Safety Amendment Act 2001 No 9 sch 1
notified 8 March 2001 (Gaz 2001 No 10)
commenced 8 March 2001 (s 2)
Legislation (Consequential Amendments) Act 2001 No 44 pt 275
notified 26 July 2001 (Gaz 2001 No 30)
s 1, s 2 commenced 26 July 2001 (IA s 10B)
pt 275 commenced 12 September 2001 (s 2 and Gaz 2001 No S65)
4	Amendment history
Name of Act
s 1	sub 2001 No 9 amdt 1.19
Meaning of business
s 2	om 1977 No. 65
Repeal
s 3	om 2001 No 9 amdt 1.19
Interpretation
s 4	om 2001 No 9 amdt 1.19
Liability of firm for wrongs
s 14	sub 2001 No 9 amdt 1.20
Procedure against partnership property for partner’s separate judgment debt
s 28	am 2001 No 9 amdt 1.21
Rules as to interests and duties of partners
s 29	am 1966 No 19
Dissolution by Supreme Court
hdg to s 40	am 2001 No 9 amdt 1.22
s 40	am 2001 No 9 amdts 1.23, 1.24
Advertisement of dissolution or change
s 43	am 2001 No 44 amdt 1.3098
Rights of partners to application of partnership property
s 45	am 2001 No 9 amdt 1.25
Apportionment of premium when partnership prematurely dissolved
s 46	am 2001 No 9 amdt 1.26
Right of outgoing partner in certain cases to share profits made after dissolution
s 48	am 1966 No 19; 2001 No 9 amdt 1.27
5	Earlier republications
Some earlier republications were not numbered. The number in column 1 refers to the publication order.

Republication No	Amendments to	Republication date	
1	Act 1977 No 65	30 June 1991	

Unauthorised version prepared by ACT Parliamentary Counsel's Office

©  Australian Capital Territory 2002