Companies Act (Cap. 386), article 19

19. (1) Every change relating to the administration or the representation of a partnership, the dissolution of a partnersh ip before the period, if any, fixed for its duration, any extensio n of the said period not expressly provided for in the deed of partnersh ip and generally any alteration or addition to the deed of partner ship shall be made in writing and duly signed by the partners author ised to make that change and, subject to the provisions of article 2 1, shall not take effect unless and until the relative instrument or, where such instrument is a pub lic deed or a private writing enr olled in the records of a notary public, an authentic copy thereof is delivered to the Registrar for re gistration and is registered b y him. In the case of a change relating to the administration or the representation of a partnership, the relative instrument shall specify the name and residence of the person or persons entrusted with the said administration or representation: Provided that notwithstanding the provisions of this sub- article, where the alteration or addition consists in an increa se in the contributions by a partner or a contribution by a new partn er, such alteration or addition shall take effect immediately upon the receipt by the partnership of the contribution and without the need of an amendment to t he partnership deed: Provided further that the partner or partners having the administration or the representa tion of the partnership shall, within three (3) months from the end of the calendar year in which any such increase or new contributions are effected, deliver to the Registrar for registration a resolution of the partners confirm ing that the contributions have been received by the partnership du ring the preceding calendar year: Provided further that if an i ncrease in contributions has occurred in the same calendar year as when any interests in the 22 CAP. 386.] COMP ANIES partnership are to be assigned, t he partner or partners having the administration or representation of the partnership shall, prio r to any assignment of such interests in t he partnership, deliver to the Registrar for registration a resolution o f the partners confirming the in crease in contributions made during that calendar year. (2) Where the extension of the period, if any, fixed for the duration of a partnership is expr essly provided for in the deed of partnership, the partner or partners having the administration or representation of the partnership shall, notwithstanding that provision in the deed, deliver a notice of extension of the per iod of duration to the Registrar for registration and such extension s hall not take effect unless and until the said notice is delivered t o the Registrar and is registered by him. (3) Where a partner ceases to be a partner, whether upon an assignment of his interest, upon the demise of such partner, or otherwise, or where a person w hose name does not appear in the deed of partnership or in any alteration or addition thereto be comes a partner of an already existing partnership, the partner or pa rtners having the administration or the r epresentation of the partners hip shall, within one mont h from the date when a partner ceases to be a partner or when a person is appointed as a partner, as applicab le, deliver to the Registrar for registration a notice of the cessa tion or a notice of appointment of a new partner, as the case may be, sta ting the names, addresses and identification details of the person ceasing to be a partner or the person being appointed a partner , as applicable: Provided that any inter vivos assignment of interest in whole or in part of any partner shall, unless otherwise provide d in the deed of partnership, require the prior consent in writing o f all the other partners, and no such consent shall be required for a ny assignment causa mortis of a partner’s interests: Provided further that any cred itor of the partnership whose debt existed prior to the date of publication of the statement in accordance with article 401(1)(e) relating to the notice specif ying the cessation of a partner, appointment of a partner, or assign ment of a partner’s interests, as ref erred to in this sub-article ma y object thereto by sworn application, within the period of three months from the said date of publication and, if he shows good cause, the court shall order that the inter ests are re-transferred to the partner who originally held su ch interests, other than a demised partne r, or allow the change in partners or the assignment of the interest of the partners, as the case may be, on sufficient security being give n by the partnership: Provided further that if the court makes an order in accordance with the second proviso for the interests to be re- transferred to the partner who o riginally held such interests, any obligations undertaken on behalf of the partnership by the part ner whose interests are to be re-tra nsferred as aforesaid shall rem ain legally binding on the partnership and the other partners, and if any such partner with unlimited liability would have become persona lly liable in terms of the Act for the obligations of the partnersh ip, he COMP ANIES [CAP. 386. 23 shall remain so liable even after ceasing to be a partner in accordance with t he court order. (4) If default is made in complying with the provisions of sub- article (3), the partner or part ners having the administration or representation of the partnership shall be liable to a penalty, and, for every day during which the default continues, to a further penalty. Where alteration consists in change of partnership- name.