[ESTABLISHING A BUSINESS ENTITY IN HONG KONG]
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Rights and Duties of Partners The rights and duties of the partners in relation to the partnership shall be determined by the Partnership Ordinance subject to any agreement between them to the contrary. The Partnership Ordinance provides that, among other things: (a) all the partners are entitled to share equally in the capital and profits of the business, and must contribute equally towards the losses sustained by the firm; (b) every partner may take part in the management of the partnership business; (c) no person may be introduced as a partner without the consent of all existing partners; (d) any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners, but no change may be made in the nature of the partnership business without the consent of all existing partners; and (e) no majority of the partners
incurred while he is a partner. He is also liable jointly with his co- partners and severally for any wrongful act or omission of any partner acting in the ordinary course of the business of the firm or with the authority of his co-partners for which the firm is liable while he is a partner. Authority of Partners Every partner is an agent of the firm and his co-partners and may bind each other to contracts entered into with actual, apparent or ostensible authority. The acts of every partner who does any act for carrying on in the usual way business of the kind carried on by the firm bind the firm and his partners, unless the partner has in fact no authority and the third party dealing with him either knows that he is unauthorized or does not know or believe him to be a partner. Dissolution A partnership does not have continual existence. Subject to any agreement to the contrary, a partnership is dissolved by the expiration of fixed term (if any), notice to co-partners of any intention to dissolve the partnership, the death or bankruptcy of any partner, the illegality of the partnership or a decree made by the court.
can expel any partner unless a power to do so is conferred by the partnership agreement.
3.4.2 Limited Partnership (LP)
LPs are governed by the Limited Partnerships Ordinance (Chapter 37 of the Laws of Hong Kong).
Liability of Partners Every partner in a firm is liable jointly with the other partners for all debts and obligations of the firm
ILN Corporate Group – Establishing a Business Entity Series
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