Exempted Partnerships Act 1992

[8 August 1992]

WHEREAS it is expedient to replace the Exempted Partnerships Act, 1958, by new provisions in respect of the registration, regulation and control of exempted partnerships and for purposes connected with those matters:

Be it enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Senate and the House of Assembly of Bermuda, and by the authority of the same, as follows:—

Citation

1 This Act may be cited as the Exempted Partnerships Act 1992.

Interpretation

2 (1) In this Act, unless the context otherwise requires—

"appointed newspaper" means the Gazette, or newspaper appointed by the Registrar under subsection (2);

"certificate of exempted partnership" means the certificate referred to in section 5;

"Court" means the Supreme Court;

"exempted partnership" means a partnership which satisfies the requirements of section 7(1);

"limited partnership" means a limited partnership within the meaning of section 2(1) of the Limited Partnership Act 1883 and references to "general partner" and "limited partner" shall be construed accordingly;

"Minister" means the Minister of Finance;

"register" means the register referred to in section 22;

"registered office" means the registered office referred to in section 10(10);

"Registrar" means the Registrar of Companies;

"resident representative" means the person appointed under section 17.

(2) The Registrar shall from time to time publish in the Gazette a list of newspapers appointed for the purposes of this Act.

Application

3 This Act applies to every exempted partnership whether such exempted partnership was registered under the Exempted Partnerships Act 1958 or is registered after the coming into operation of this Act.

Commencement

4 This Act shall come into operation on a day to be appointed by the Minister by notice published in the Gazette.

Certificate of exempted partnership

5 (1) The persons seeking to register a partnership as an exempted partnership shall make and severally sign a certificate which shall contain the following particulars, that is to say—

(a) the name of the exempted partnership;

(b) subject to subsection (2), the names of all the partners;

(d) the name of the resident representative and his address if his address is different from the address of the registered office;

(e) the address of the registered office in Bermuda of the exempted partnership; and

(f) the general nature of the business to be transacted by the exempted partnership.

(2) Notwithstanding subsection (1)(b), in the case of a partnership which is registered, or which the persons are seeking to register, as a limited partnership, the certificate shall contain the names and respective principal places of residence of the general partners only.

Articles of partnership

6 The articles of partnership of an exempted partnership registered after the coming into operation of this Act shall—

(a) expressly provide that the law applicable to the exempted partnership is the law of Bermuda; and

(b) specify the general nature of the business to be transacted by the exempted partnership.

Requirements for registration of exempted partnership

7 (1) Subject to the provisions of this Act, a partnership may be registered as an exempted partnership under section 9 if—

(a) one or more of the partners—

(i) is an individual who does not possess Bermudian status under the provisions of the Bermuda Immigration and Protection Act 1956 [title 5 item 16];

(ii) is a company which is not a local company for the purposes of Part IX of the Companies Act 1981 [title 17 item 5]; or

(iii) is not otherwise Bermudian for the purposes of any other law; and

(b) the Minister has granted consent thereto under section 8.

(2) An application for the Minister's consent to the registration of an exempted partnership shall be in such form, and be accompanied by such documents, as the Minister may require.

(3) Subject to subsection (4), the persons seeking to register a partnership as an exempted partnership shall, not earlier than three months before making an application under subsection (2), publish in an appointed newspaper an advertisement announcing the intention and specifying—

(a) the name of the exempted partnership;

(b) subject to subsection (4), the names of all the partners;

(c) in the case of a partnership which is registered, or which the persons are seeking to register, as a limited partnership, the names and respective principal places of residence of the general partners; and

(d) the general nature of the business to be transacted by the exempted partnership.

(4) Notwithstanding subsection (3)(b), in the case of a partnership which is registered, or which the persons are seeking to register, as a limited partnership, the advertisement shall contain the names and respective principal places of residence of the general partners only.

(5) Notwithstanding section 4(3) of the Limited Partnership Act 1883 (which makes provision in respect of the advertisement of an
intention to form a limited partnership), where the persons seeking to register an exempted partnership under this Act are also seeking to register, at the same time, that partnership as a limited partnership under that Act, an advertisement under this section shall be deemed to include an advertisement under section 4(3) of that Act, so, however, that that advertisement shall comply with the requirements specified in subsection (3) of this section and those specified in section 4(3) of that Act.

Consent of Minister

8 (1) The Minister may grant or refuse consent to an application made to him under section 7(2).

(2) Where the Minister refuses consent to an application he shall not be bound to give any reason for such refusal and that refusal shall not be subject to appeal or review in any court.

(3) Where the Minister consents to an application that consent may be subject to such conditions and restrictions as the Minister may specify.

(4) Conditions or restrictions subject to which the Minister consents to an application shall be included in a certificate of exempted partnership and shall be registered in the register.

(5) The Minister may from time to time by order subject to the negative resolution procedure prohibit the registration of exempted partnerships, or any class of exempted partnerships, the capital of which is less than an amount specified in the order.

(6) Where an exempted partnership contravenes any condition or restriction specified by the Minister under subsection (3) every partner shall be guilty of an offence and shall be liable—

(a) on conviction by a court of summary jurisdiction to a fine not exceeding five hundred dollars; or

(b) on conviction on indictment to a fine not exceeding five thousand dollars,

for each day the offence continues.

Registration of exempted partnership etc

9 (1) Not later than six months after the Minister has consented to an application under section 8, the partners shall deliver to the Registrar—

(a) the certificate of exempted partnership;

(b) the consent of the Minister referred to in that section; and

(2) The articles of partnership referred to in subsection (1)(c) shall not be registered in the register.

(3) If the Registrar—

(a) is presented with a certificate which—

(i) states that the Minister has approved the names of all the partners and the nature of the business to be transacted by the exempted partnership; and

(ii) is signed by the Minister; and

(b) does not consider the name of the exempted partnership undesirable,

the Registrar shall register the certificate of exempted partnership and shall issue a certificate of registration which shall specify the date of registration of the exempted partnership and to which shall be attached a facsimile of the certificate of exempted partnership.

(4) Where the persons seeking to register a partnership as an exempted partnership under this section are also seeking, at the same time, to register that partnership as a limited partnership under the Limited Partnership Act 1883 and the Registrar thinks it appropriate so to do the Registrar may issue one certificate of registration and that certificate of registration shall—

(a) specify the date of registration; and

(b) have attached to it a facsimile of the certificate of exempted partnership specified in section 5 of this Act and a facsimile of the certificate specified in section 3 of the Limited Partnership Act 1883.

Name and registered office of exempted partnership

10 (1) The Registrar may refuse to register an exempted partnership if, in the opinion of the Registrar, the name of the exempted partnership is undesirable.

(2) The Registrar may, if in his opinion the name is not undesirable, on application by any person seeking to register an exempted partnership, reserve a name for the exclusive use of the applicant for a period not exceeding three months from the date of receipt of the application.

(3) Without prejudice to the generality of subsection (1), no exempted partnership shall be permitted to be registered with a name which is identical with the name by which another exempted partnership is registered under this Act or so nearly resembles that name as to be likely to deceive unless that other exempted partnership signifies its consent in such manner as the Registrar may require.

(4) If, through inadvertence or otherwise, an exempted partnership on its first registration or on its registration with a new name is registered with a name which in the opinion of the Registrar too closely resembles the name by which an exempted partnership in existence is already registered, the first mentioned exempted partnership may, with the sanction of the Registrar, change its name, and shall, if the Registrar so directs within six months of its being registered by that name, change its name within six weeks of the date of such direction or within such longer period as the Registrar may think fit to allow.

(5) If at any time after an exempted partnership has been registered it appears to the Registrar that the name under which it is registered is undesirable, the Registrar may notify the exempted partnership accordingly and may in such notification direct the exempted partnership to change its name, and the exempted partnership shall change its name within six weeks of such direction unless within that time it shall have lodged an appeal to the Court against such direction.

(6) Where an exempted partnership lodges an appeal under subsection (5), the Court may either confirm or cancel the direction of the Registrar and the decision of the Court shall be final.

(7) If an exempted partnership makes default in complying—

(a) with a direction under subsection (4); or

(b) subject to subsection (7), with a confirmed direction under subsection (6),

it shall be liable to a default fine of one hundred dollars for every day during which the default continues.

(8) Notwithstanding subsection (7)(b), where an exempted partnership lodges an appeal under subsection (5), the period of default shall not commence until six weeks after the decision of the Court.

(9) Section 13, other than subsection (4), shall not apply to a change of name under this section.

(10) An exempted partnership shall, at all times, maintain a registered office, which shall not be a post office box, in Bermuda, to which all communications may be sent.

(11) Notice of the address of the registered office of an exempted partnership and every change thereof shall, within fourteen days of the establishment of the office or of the making of the change, as the case may be, be given to the Registrar.

(12) If default is made in complying with subsection (11) the exempted partnership shall be liable to a default fine of one hundred dollars for every day during which the default continues.

Fees

11 (1) Subject to subsection (2), the fee specified in Part I of the First Schedule to this Act shall accompany an application for the Minister's consent under section 7(2).

(2) Where the persons applying for the Minister's consent to register a partnership as an exempted partnership under section 7(2) are also applying, at the same time, for the Minister's consent to register that partnership as a limited partnership under section 4(2) of the Limited Partnership Act 1883, then, notwithstanding any provision with respect to the payment of fee in relation to an application for consent under that Act, the fee specified in Part II of the First Schedule to this Act shall be the fee payable in respect of, and shall accompany, such application.

(3) Subject to subsections (4), (5) and (6) and section 25(3), the persons seeking—

(a) to register a partnership as an exempted partnership; or

(b) to register a partnership as an exempted partnership and as a limited partnership pursuant to section 9(4),

shall—

(d) thereafter, on or before January 31 in each year,

pay to the Registrar the fee specified in Part III of the First Schedule to this Act.

(4) Where a partnership referred to in subsection (3)(a) or (b) is registered after August 31 in any year, the fee payable at the time of such registration shall be one half the amount specified in Part III of the First Schedule to this Act.

(5) Subject to subsection (6), where in any year a partnership referred to in subsection (3)(a) or (b) fails to pay the annual fee, every partner shall be guilty of an offence and shall be liable on conviction by a court of summary jurisdiction to a fine not exceeding one hundred dollars for every day during which the default continues.

(6) Notwithstanding subsection (5), but subject to subsection (7), where—

(a) in any year a partnership referred to in subsection (3)(a) or (b) fails to pay the annual fee; and

(b) the Registrar is satisfied that that failure is not due to the wilful neglect of the partners,

the Registrar may accept payment of the sum due together with a penalty of three hundred dollars and upon such acceptance the provisions of subsection (5) shall not apply.

(7) Notwithstanding the provisions of subsections (5) and (6), where—

(a) in any year a partnership referred to in subsection (3)(a) or (b) fails to pay the annual fee; and

(b) thereafter fails for a period of three months commencing on the first day of February in that year to pay that fee,

the partnership may, by order of the Court on petition to that court by the Registrar, be dissolved.

(8) For the avoidance of doubt it is hereby declared that subsection (7) does not affect the application of subsection (5).

(9) The fees specified in Part IV of the First Schedule shall, in addition to the fees specified in Parts I to III of that Schedule, be payable in respect of the matters specified in Part IV.

(10) The Minister may, from time to time, by order, amend the First Schedule to this Act and such order shall be subject to the affirmative resolution procedure.

(11) In this section and in section 12, "annual fee" means the fee referred to in subsection (3)(d).

[section 11 amended by 1998 : 14 effective 1 April 1998]

Submission of declaration

12 (1) An exempted partnership shall, on or before January 31 in each year, send to the Registrar, together with the annual fee, a declaration in writing signed by a partner or by a person duly authorized to sign on behalf of the partnership stating the general nature of the business transacted by the exempted partnership.

(2) If an exempted partnership fails to send a declaration to the Registrar in compliance with subsection (1), every partner shall be liable to a penalty of two hundred and fifty dollars, payable to the Registrar.

Change in respect of exempted partnership

13 (1) Subject to the provisions of this section, the partners of an exempted partnership may, from time to time—

(a) with the prior consent of the Minister, obtained by application by the partners, change any of the matters specified in subsection (2); and

(b) change the resident representative.

(2) The matters referred to in subsection (1)(a) are—

(a) the name of the exempted partnership;

(b) the general partners;

(3) Where an exempted partnership proposes to change the resident representative, the partners shall, not later that thirty days before such change, in writing, notify the Minister of the proposed change.

(4) The partners shall, not earlier than three months before making a change referred to in subsection (2), publish an advertisement in an appointed newspaper, announcing the matter that it is intended to change and specifying the proposed change.

(5) The partners shall, not later than thirty days after a change referred to in this section is made—

(a) make and severally sign a supplementary certificate supplementing, as the circumstances require, the certificate of exempted partnership; and

(b) deliver the supplementary certificate to the Registrar for registration by him in the register.

(6) The provisions of section 8(1), (2), (3) and (4) shall, mutatis mutandis, apply to an application made under subsection 1(a) of this section as they apply to an application made under section 7(2).

Minister may petition the Court for the dissolution of the exempted partnership.

(8) If the Court, on the hearing of a petition under subsection (7), is satisfied that a partner or a person duly authorized by the partners has contravened or caused or permitted the contravention of a provision of subsection 1(a), the Court may—

(a) make an order for the dissolution of the exempted partnership;

(b) impose a fine not exceeding five thousand dollars on any partner or duly authorized person, as the case may be, who knowingly and wilfully contravened, or otherwise caused or permitted the contravention; or

(9) Where a change referred to in subsection (3) is made otherwise than in accordance with that subsection every partner is guilty of an offence and liable on conviction by a court of summary jurisdiction to a fine not exceeding two thousand dollars.

[Section 13 amended by 1995 : 34 effective 14 July 1995]

Records of account

14 (1) An exempted partnership shall keep proper records of account with respect to its business including, without limiting the generality of the foregoing, records of account with respect to its assets, liabilities and capital, cash receipts and disbursements, purchases and sales and income costs and expenses.

(2) Subject to subsection (3), the records of account shall be kept at the registered office or at such other place as the partners think fit, and shall at all times be open to inspection by the partners, including limited partners, if any, and the resident representative.

(3) If the records of account are kept at a place outside Bermuda, there shall be kept at the registered office such records of account as will enable the financial position of the exempted partnership, at the end of each three month period, to be ascertained with reasonable accuracy.

(4) If an exempted partnership fails to comply with the provisions of subsection (1), (2) or (3), every partner shall be guilty of an offence and liable on conviction by a court of summary jurisdiction to a fine not exceeding five hundred dollars.

(5) If any partner refuses to make available the records of account for inspection by another partner or by the resident representative, the Court may, on application by the second mentioned partner or the resident representative, order the partner so refusing to make the records of account available.

Financial statements

15 (1) The partners of an exempted partnership shall, subject to section 16, at such intervals and for such periods as the articles of partnership provide, cause to be prepared—

(a) in accordance with generally accepted accounting principles, financial statements which shall include—

(i) a statement of the results of operations for the period;

(ii) a statement of retained earnings or deficit;

(iii) a balance sheet at the end of such period; and

(iv) such further information as may be required by the articles of partnership; and

(b) the report of an auditor in respect of the financial statements specified in paragraph (a).

(2) Subject to section 16, if an exempted partnership fails to comply with subsection (1), every partner shall be guilty of an offence and liable on conviction by a court of summary jurisdiction to a fine not exceeding one thousand dollars.

Power to waive preparation of financial statements

16 Notwithstanding section 15, if in respect of a particular interval all the partners, including limited partners, if any, agree in writing that no financial statement or auditor's report thereon needs to be prepared, there shall be no obligation to cause a financial statement or auditor's report to be prepared for that interval.

Resident representative

17 (1) An exempted partnership shall—

(a) appoint, and at all times maintain in Bermuda, a resident representative; and

(b) within one month of the appointment of a resident representative notify the Registrar of his name and address.

(a) that an exempted partnership has changed a matter referred to in section 13, and in a case where—

(i) the Minister's consent is required under subsection (1)(a) of that section, no consent has been obtained; or

(ii) the Minister is required to be notified under subsection (3) of that section, the Minister has not been so notified;

(b) that there is a breach of any condition or restriction subject to which the Minister consented to the registration of the exempted partnership under section 8(3) or to a change of a matter under section 13(1)(a);

(c) that the exempted partnership has failed to deliver to the Registrar for registration by him a supplementary certificate referred to in section 13(5)(b);

(d) that the exempted partnership has failed to pay any fee required by any provision of this Act; or

(e) that the exempted partnership is not keeping records of account in accordance with section 14, or is in contravention of any requirement in respect of the preparation of financial statements or audit under section 15,

the resident representative shall, within thirty days of any of the matters specified in paragraphs (a) to (e) coming to his knowledge or belief, as the case may be, make a written report to the Minister and such report shall contain all the information that is available to the resident representative.

(3) Where a resident representative knows or has reasonable cause to believe that an exempted partnership has commenced winding up its affairs consequent on the dissolution of the exempted partnership, the resident representative shall forthwith give written notice of that fact or that belief, as the case may be, to the Minister.

(4) A resident representative who fails to comply with subsection (2) or (3) is guilty of an offence and liable on conviction by a court of summary jurisdiction to a fine not exceeding five thousand dollars.

Appointment and duties of inspector

18 (1) The Minister may at any time appoint one or more inspectors to investigate the affairs of an exempted partnership and to report thereon in such manner as the Minister may direct.

(2) The expenses of and incidental to such investigation shall be defrayed by the exempted partnership unless the Minister otherwise directs.

(3) A partner or a resident representative of an exempted partnership shall produce to an inspector such books or documents as the inspector may require for the purposes of his investigation.

(4) A partner or a resident representative of an exempted partnership who, in the course of an investigation of the affairs of the exempted partnership—

(a) refuses to produce any book or document required by the inspector to be produced; or

(b) refuses to answer any question relating to the affairs of the exempted partnership,

shall be guilty of an offence and shall be liable on conviction by a court of summary jurisdiction to a fine not exceeding five thousand dollars.

(5) An inspector may take evidence upon oath in investigating the affairs of an exempted partnership and for that purpose may administer an oath.

(6) An investigation under this section shall be held in private unless an exempted partnership requests that it be held in public.

(7) An inspector investigating the affairs of an exempted partnership may from time to time report to the Minister and shall, on completion of the investigation—

(a) submit a written report to the Minister; and

(b) submit a copy of such report to all the partners, including limited partners, if any.

(8) Except at the request of an exempted partnership or on the direction of the Minister, no other person shall be informed of the nature or contents of a report referred to in subsection (7).

(9) If the Minister, after examining a report referred to in subsection (7)(a), considers that an exempted partnership, a partner, the resident representative or any officer, agent or employee of the exempted partnership—

(a) has knowingly and wilfully done anything in contravention of this Act, the Minister may direct the Registrar to petition the Court for the dissolution of the exempted partnership; or

(b) is carrying on the affairs of the exempted partnership in a manner that is detrimental to the interests of the creditors of the exempted partnership, the Minister may require the exempted partnership to take such measures as he considers necessary in relation to its affairs.

(10) A copy of a petition referred to in subsection (9)(a) shall be served on the exempted partnership at least seven clear days before the day set by the Court for the hearing thereof.

(11) If the Court, on the hearing of a petition referred to in subsection (9)(a), is satisfied that the exempted partnership or a partner, or the resident representative or any officer, agent or employee of the exempted partnership, has done anything in contravention of the provisions of this Act, the Court may—

(a) make an order for the dissolution of the exempted partnership;

(b) impose a fine not exceeding two thousand dollars on the exempted partnership;

(c) impose a like fine on any partner or resident representative or any officer, agent or employee of the exempted partnership who knowingly and wilfully authorized or permitted such contravention; or

(d) make an order under paragraph (a) and impose a fine under paragraph (b) and (c).

(12) Any proceedings in connection with the holding of an investigation by an inspector in pursuance of the provisions of this section shall, for the purposes of those provisions of the Criminal Code relating to perjury, be deemed to be judicial proceedings.

Restrictions on carrying on business, etc

19 (1) An exempted partnership shall not—

(a) acquire or hold land in Bermuda except land required for its business held by way of lease or tenancy agreement for a term not exceeding twenty-one years;

(b) take any mortgage of land in Bermuda without the prior written consent of the Minister;

(c) acquire any bonds, or debentures secured on any land in Bermuda except bonds or debentures issued by the Government or a public authority;

(d) except as provided in paragraph (e)(iii), acquire any shares issued by any company incorporated in Bermuda, or acquire any interest in any business or undertaking in Bermuda;

(e) carry on business of any kind or type whatsoever in Bermuda either alone or in partnership or otherwise except—

(i) carrying on business with persons outside Bermuda;

(ii) doing business in Bermuda with an exempted undertaking in furtherance only of the business of the exempted partnership carried on outside Bermuda;

(iii) buying or selling or otherwise dealing in shares, loans, debenture stock obligations, mortgages or other securities issued or created by an exempted undertaking;

(iv) transacting banking business in Bermuda with and through a bank licensed under the Banks Act 1969 {title 17 item 20];

(v) effecting or concluding contracts in Bermuda, and exercising in Bermuda all other powers, so far as may be necessary for the carrying on of its business with persons outside Bermuda;

(vi) if the articles of partnership expressly so provide, acting as manager or agent for, or consultant or adviser to, the business of an exempted undertaking whether or not such business is the sole business of the exempted partnership.

(2) Nothing in subsection (1)(e) shall be taken to prohibit an exempted partnership from effecting or concluding contracts or arrangements with persons in Bermuda for the supply of goods and services to the exempted partnership necessary for the purpose of enabling the exempted partnership to carry on its business with persons outside Bermuda.

(3) An exempted partnership shall not engage in, or carry on the business of, conveying or arranging for the conveyance of passengers, goods or mail by ship whether such conveyance is within or outside the waters of Bermuda or partly within and partly outside those waters except—

(i) where the ship is owned, operated or chartered by or on behalf of the exempted partnership;

(ii) where the conveyance is of a passenger employed by the exempted partnership or of goods which are or are to become the property of the exempted partnership; or

(iii) when the business is negotiated by a local company as defined by the Companies Act 1981 [title 17 item 5].

(4) Notwithstanding anything in this Act any provision in the articles of partnership empowering an exempted partnership to engage in retail trade in Bermuda, including retail trade with another exempted undertaking or any other person, shall be void to the extent that it purports so to empower that exempted partnership.

(5) An exempted partnership shall transact all banking business conducted in Bermuda with and through a bank incorporated in Bermuda.

(6) If an exempted partnership does anything in contravention of the provisions of subsection (1), then the land, merchandise, stocks, shares, bonds, debentures, securities, property or other interests so acquired or disposed of, taken or held, will be liable to escheat under the Escheats Act 1871 or under any other Act relating to escheat.

(7) It is hereby declared that in any proceedings for escheat under subsection (6), the question whether any land, merchandise, stocks, shares, bonds, debentures, securities, property or other interests have been taken, acquired, disposed of or held in contravention of the provisions of subsection (1), shall be decided as a question of fact.

(8) In this section the expression "exempted undertaking" has the meaning assigned to it by section 2 of the Companies Act 1981.

Cancellation of exempted partnership

20 (1) Within thirty days after the commencement of the winding up of the affairs of an exempted partnership consequent on the dissolution of the exempted partnership a partner or a person duly authorized by the exempted partnership shall deliver a certificate of cancellation of the exempted partnership to the Registrar for registration by him in the register.

(2) A certificate of cancellation shall, in respect of an exempted partnership, specify—

(a) the name and date of registration of the exempted partnership;

(b) that the exempted partnership is dissolved; and

(c) the effective date of the cancellation (which shall be a date certain) if cancellation is not to be effective upon registration of the certificate by the Registrar under subsection (4).

(3) A certificate of cancellation shall be signed by at least one partner or by a person duly authorized to sign on behalf of the exempted partnership.

Offences in relation to certificates

21 A person who fails, without reasonable excuse—

(a) to publish an advertisement announcing an intention to change a matter under section 13(4);

(b) to deliver a certificate of cancellation to the Registrar under section 20(1); or

is guilty of an offence and liable, on conviction by a court of summary jurisdiction to a fine not exceeding five thousand dollars.

Establishment of register, evidence

22 (1) The Registrar shall establish and maintain in such form as he shall determine, a register of exempted partnerships in which shall be registered all certificates and advertisements required by this Act.

(2) The register shall be open, during office hours, to the inspection of all persons desiring to view the register.

(3) A certificate of the Registrar certifying that a certificate required by this Act to be registered by him has been so registered shall be received in all courts and in all proceedings whatsoever as evidence of the matter to which the certificate relates.

Service on exempted partnership

23 (1) Any notice, instrument or other document, and any legal process to be delivered to, or served on, an exempted partnership for the
purposes of this Act may be delivered or served by leaving it at the registered office of the exempted partnership or by delivering it to a partner or to the resident representative.

(2) If the registered office cannot reasonably be found, any such notice, instrument, document or legal process may be delivered or served by leaving it at the office of the Registrar and publishing a notice of the fact in an appointed newspaper.

(3) Delivery or service pursuant to subsection (2) shall be deemed to be delivery to, or service on, an exempted partnership.

General provision in respect of exempted partnership registered as limited partnership

24 Except as expressly provided, nothing contained in this Act shall affect any provision of law relating to a limited partnership registered under the Limited Partnership Act 1883 and, accordingly, where a partnership is registered as an exempted partnership under this Act and as a limited partnership under the Limited Partnership Act 1883, unless the context otherwise requires—

(a) references to "partner" shall be construed as references to "general partner"; and

(b) anything required to be done or suffered by a partner shall be construed as being required to be done or suffered, as the case may be, by a general partner.

Savings, transitional, etc

25 (1) Subject to subsections (2), (3) and (4), an exempted partnership registered under the repealed Act and in existence prior to the coming into operation of this Act, shall continue under this Act, and everything lawfully done by such exempted partnership shall be of full force and effect.

(2) The partners or a person duly authorized by the exempted partnership shall, in respect of an exempted partnership referred to in subsection (1), within six months of the coming into operation of this Act—

(a) make and severally sign a certificate which shall contain the particulars specified in section 5;

(b) deliver the certificate to the Registrar for registration by him in the register; and

(3) The fee referred to in section 11 3(a) does not apply to the registration of a certificate under subsection (2)(b) of this section.

(4) A person who was a resident manager of an exempted partnership under section 6 of the repealed Act shall be deemed to be the resident representative of that partnership for the purposes of section 17 of this Act.

(5) Where immediately prior to the coming into operation of this Act an application has been made for the Minister's consent to the registration of an exempted partnership that application shall be deemed to have been made under this Act and the provisions of this Act shall apply accordingly.

(6) All information contained in books, registers and other records maintained by the Registrar in respect of exempted partnerships under the repealed Act, modified in such manner as the Registrar considers appropriate, having regard to the provisions of this Act, shall form part of, and be included in, the register required to be kept by the Registrar under this Act.

(7) Failure to comply with any of the provisions of subsection (2) shall render every partner liable to a default fine of one hundred dollars for every day during which the default continues.

(8) In this section "the repealed Act", means the Exempted Partnerships Act 1958.

Consequential amendment

26 The provisions of the enactments specified in the first column of the Second Schedule to this Act are amended in the manner specified in the second column of that Schedule.

Repeal

27 The Exempted Partnerships Act 1958 is repealed.

FIRST SCHEDULE (Section 11)

PART I

Fee Payable

Fee to accompany application for

Minister's consent under section 7(2) $185.00

PART II

Fee on application for consent to limited

partnership and exempted partnership

under section 11(2) 250.00

PART III

Fee payable on registration of a

partnership as an exempted partnership

and on registration of a partnership as

an exempted partnership and limited

partnership under section 11(3) $2000.00

Annual fee payable by exempted partnership

and by exempted partnership registered as

limited partnership under section 11(3)(d) $2000.00

PART IV

Additional Fees

Fee Payable

On delivery of documents to Registrar for

registration of exempted partnership under

section 9(1) $50.00

On an application for Minister's consent

to change a matter under section 13(1)(a) $50.00

For preparation of a copy of any document

by a public officer:-

(a) for the first 3 pages or part thereof $3.00

(b) for each additional 3 pages or part thereof $3.00

For a search by a public officer of the records

maintained by the Registrar for the purpose

of obtaining a certificate that The Exempted

Partnership Act 1992 has been complied with $50.00

For certifying and sealing a copy of any document

or set of documents $50.00

For registering or recording every certificate or

advertisement required by this Act $150.00

For each inspection of the register under

section 22(2) $5.00

SECOND SCHEDULE (Section 25)

Exempted Undertakings Tax Protection Act 1966
Section 1(b)	Delete the words "section 1" and the figure "1958" and substitute therefor respectively the words "section 2" and the figure "1992".
Interest and Credit Charges (Regulation) Act 1975
Section 6(2)(b)	Delete the words "Exempted Partnerships Act 1958" and substitute the words "Exempted Partnerships Act 1992".
Companies Act
Section 2(1)	In the definition of the expres sion "exempted undertaking", delete the figure "1958" and substitute the figure "1992".
Municipalities Act 1923
First Schedule	Delete the words
Paragraph 4(1)(d)(iii)	"Exempted Partnerships Act 1958" and substitute the words "Exempted Partnerships Act 1992".

[Amended by
1995 : 34
1998 : 14]

Bermuda Consolidated Legislation

Exempted Partnerships Act 1992