Register an incorporated limited partnership

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Limited partnerships

Partnerships must meet certain criteria to be registered in Western Australia:

To be registered as an incorporated limited partnership (ILP), the partnership must have:

  • at least one general partner and a maximum of 20 general partners;
  • at least one limited partner, with no maximum number of limited partners; and
  • a registered office in Western Australia, which may be the address of a solicitor or accountant lodging the form and able to receive correspondence, notices and documents on behalf of the limited partnership; and
  • be registered as, or must intend to register as one of the following:
    • a venture capital limited Partnership (VCLP),
    • an early stage venture capital limited partnership (ESVCLP), or
    • an Australian venture capital fund of funds (AFOF); or
    • venture capital management partnership (VCMP).

General partner or manager

Certain restrictions also apply to persons seeking to be a general partner or to manage an ILP.  A person may be prohibited if they are:

  • an individual who is an insolvent under administration;
  • a body corporate that is being externally administered;
  • a partnership with an insolvent general partner;
  • convicted of an offence involving fraud or dishonesty of a kind punishable on conviction with imprisonment for 3 months or more;
  • convicted of an offence and is in prison serving a sentence of imprisonment;
  • convicted of an offence under the Limited Partnerships Act 2016; or
  • disqualified from managing corporations under the Corporations Act.

A person who falls in any of the above categories may seek leave from the Commissioner, in writing, to be a general partner or to manage an incorporated limited partnership.

Applying for incorporated limited partnership registration

Lodge a completed Application for Registration for an incorporated limited partnership form.  The fees and forms page has the forms and details of fees for registering. Lodgement details are on the form.

Certificate of registration

When an application is approved and the partnership is registered, a Certificate of Registration will be provided as evidence of the partnership formation on the date endorsed on the Certificate.  The Certificate of Registration must be displayed at the registered office of the partnership.

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