Section 4Part 2 — Nature of a Limited Liability Partnership
Constitution
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A limited liability partnership shall only have the benefit of this Act if and for so long as the limited liability partnership is registered in acco rdance with this Act and upon the issuance of a certificate of registration in respect of a limited liability partnership pursuant to section 18(4), that limited liability partnership shall be considered to have been duly formed under this Act .
A limit ed liability partnership may be registered where two or more persons carrying on a business in common for any lawful purpose have agree d, with or without other terms, that the business shall be carried on, following registration, in the form of a limited l iability partnership.
A general partnership shall become a limited liability partnership under this Act upon the registration or conversion of the general partnership pursuant to Part 4 or 6, and shall cease to be a limited liability partnership pursua nt to Part 5.
A limited liability partnership is an entity with legal personality other than a body corporate which is separate and distinct from the partners of the limited liability partnership.
A change brought about by the admission, retirement or death of a partner, or by a partner liquidating or otherwise ceasing to exist, shall not affect the existence, rights or liabilities of the limited liability partnership.
Any profits of the business of a limited liability partnership shall be divid ed between the partners or otherwise as set out in the partnership agreement and the partners shall each have a partnership interest in the limited liability partnership to the extent described in subsection (9).
Unless otherwise provided in the partne rship agreement of a limited liability partnership, a limited liability partnership shall be capable of exercising all the functions of a natural person of full capacity irrespective of any question of benefit.
Subsection (5) shall not be construed as limiting the circumstances in which a limited liability partnership is or may be wound up and dissolved, whether in accordance with the partnership agreement of the limited liability partnership or otherwise.
Notwithstanding subsections (4) and (5), ea ch partner in a limited liability partnership has, subject to this Act and to the partnership agreement, a partnership interest in the limited liability partnership and, in accordance with section 30 , in the limited liability partnership property.
Any number of persons may be partners in a limited liability partnership.
Any person may be a partn er in a limited liability partnership including a body corporate, with or without limited liability, and a partnership of any type.
A limited liability partnership may have one or more managing partners with the responsibilities specified in this Act and otherwise under the partnership agreement of the limited liability partnership, failing which for the purposes of this Act all of the partners will be managing partners.