S.L. 370.53 Art. 11How a Special Limited Partnership Fund may be bound.

(1) A Special Limited Partnership Fund may not be bound in favour of third parties except by a partner acting in the name of the Special Limited Partnership Fund and having the representation of the Special Limited Partnership Fund either by virtue of the Partnership Agreement or by operation of law, including by virtue of a power of attorney as referred to in the second proviso to regulation 10(1).

(2) Where any such partner has acted as provided for in sub-regulation (1), the Special Limited Partnership Fund shall be bound even though it derives no benefit.

(3) Notwithstanding anything contained in the Partnership Agreement relating to the manner in which the representation of the Special Limited Partnership Fund is to be exercised, anything done by the partners vested with the administration and representation of a Special Limited Partnership Fund which exceeds the limits of their authority or by any partner vested with such administration and representation which is beyond his powers, shall be binding on the Special Limited Partnership Fund unless that act exceeds the powers granted to the partners vested with the administration and representation or to such partner so vested, as the case may be, by virtue of these regulations.

(4) Any limitation on the powers of the partners vested with the administration and representation of a Special Limited Partnership Fund or of any such partner shall not be relied on as against third parties independently of whether that limitation, published or not, arises from the Partnership Agreement or from a decision of the partners.

(5) Where an act of the Special Limited Partnership Fund falls outside the Special Limited Partnership Fund’s objectives, the Special Limited Partnership Fund shall not be bound if it proves that, when the act was done, the third party knew that it was outside the Special Limited Partnership Fund’s objectives or the third party could not in view of the circumstances have been unaware thereof:

Provided that the publication of the Partnership Agreement and of any subsequent changes to the matters stated therein shall not in itself be sufficient to prove that the third party knew, or could not have been unaware, that the act was outside the Special Limited Partnership Fund’s objectives.

(6) Notwithstanding the provisions of these regulations or of the Partnership Agreement relating to the formalities of the appointment of a partner vested with the administration and representation of a Special Limited Partnership Fund and to his qualification, any irregularity concerning the appointment of such a partner raised after the completion of the publication of his appointment shall not be relied upon by the Special Limited Partnership Fund as against third parties unless the Special Limited Partnership Fund proves that such parties were aware of the irregularity at the relevant time. Third parties who were not aware of such irregularities at the relevant time may rely on that irregularity as against the Special Limited Partnership Fund.