A limited partnership is a hybrid of sorts. It is not a distinct legal entity in the sense of a corporation (Re Barnard; Martins Bank v. Trustee, [1932] 1 Ch. 269) but vis-a-vis the limited partners, neither profit nor loss flows directly through to them. The limited partnership is a creature of statute and offers a unique organization whereby income accrues to limited partners and liability is limited. In addition, while an ordinary partnership is dissolved when the composition of the firm changes, ss. 64, 65 and 67 of the Partnership Act contemplate the addition, substitution or death of a limited partner without the concomitant dissolution of the firm per se. A change in limited partners does not, as in an ordinary partnership, change the identity of the firm. Section 65 reads in part: 65(1) A limited partner’s interest is assignable. (2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in the limited partnership. (3) An assignee who does not become a substituted limited partner has no right (a) to require any information or account of the partnership transactions, or (b) to inspect the partnership books, but is entitled only to receive the share of the profits or other compensation by way of income, or the return of his contribution, to which his assignor would otherwise be entitled.
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