Investment Limited Partnerships (Amendment) Act 2020

Amendment of Act of 1994 - new section 19A concerning construction of certain references in partnership agreements

19. The Act of 1994 is amended by the insertion of the following section after section 19:

“References in partnership agreements to ‘majority of limited partners’: construction of such references for certain purposes

19A. (1) Subsection (2) shall apply with respect to—

(a) any matter that a partnership agreement provides must be decided upon by a majority of the limited partners (whether the agreement provides that the decision thereon be obtained by means of votes cast by the limited partners, the giving of their consent or howsoever otherwise), or

(b) any provision of a partnership agreement that is expressed to operate (whatever the words used) by reference to the rights or interests (or incidents attaching to such rights or interests) of a majority of the limited partners,

if the partnership agreement, with respect to the foregoing matter or the foregoing provision, does not define or otherwise make provision for the construction of the expression ‘majority of limited partners’.

(2) For the purposes of the matter referred to in subsection (1)(a) or, as the case may be, the provision referred to in subsection (1)(b), a majority of the limited partners shall be taken to be constituted of a simple majority of the limited partners calculated by reference to the value of the contributions of the limited partners at the time the determination of that majority falls to be made.

(3) Where the terms concerned of the partnership agreement relate to a class or category of limited partners or to limited partners holding assets in a sub-fund (within the meaning of the Schedule), references in the preceding subsections to limited partners include references to—

(a) such a class or category of limited partners, or

(b) the limited partners holding such assets.”.