|
|
|
Amendment of section 11 of Act of 1994 - insertion of additional subsections
|
| |
14. Section 11 of the Act of 1994 is amended by the insertion of the following subsections after subsection (4):
|
|
| |
“(5) On—
|
|
| |
(a) the admission of any general partner or general partners (who or each of whom is referred to in this subsection as an ‘incoming general partner’), or
|
|
| |
(b) the replacement, for a general partner or general partners, by another general partner or general partners (who or each of whom is also referred to in this subsection as an ‘incoming general partner’),
|
|
| |
in accordance, in either case, with the terms of the partnership agreement and this Act, all rights or property of every description of the investment limited partnership, including all choses in action and any right to make capital calls and receive the proceeds thereof, held or deemed to be held by the general partner or general partners (who or each of whom is referred to in this subsection as an ‘existing general partner’) and all obligations, claims, debts and liabilities of the investment limited partnership to which the existing general partner or partners is or are subject shall vest without the requirement for further formalities in the incoming general partner and any continuing existing general partner and shall be held or owed, as appropriate, by that partner or those partners in accordance with the partnership agreement and this Act.
|
|
| |
(6) On the withdrawal of a general partner in accordance with the terms of the partnership agreement and this Act—
|
|
| |
(a) all rights or property of every description of the investment limited partnership, including all choses in action and any right to make capital calls and receive the proceeds thereof, held or deemed to be held by the general partner or general partners shall vest without the requirement for further formalities in the remaining general partner or general partners and shall be held by that partner or those partners in accordance with the partnership agreement and this Act, and
|
|
| |
(b) the remaining general partner or general partners shall be liable for, and the property of the investment limited partnership held by that partner or those partners in accordance with the partnership agreement and this Act shall be subject to, all mortgages, charges or security interests and all contracts, obligations, claims, debts and liabilities of the investment limited partnership.”.
|
