Apart from the general prohibition against a partnership having more than 20 partners, there are no formal requirements for a general partnership, not even a requirement that the partnership agreement be in writing, though this is usually so in practice. However, partnerships that are set up to carry on a business must obtain a tax file number (TFN), as well as an Australian Business Number (ABN) for this purpose. Moreover, partnerships that are set up to carry on a business under a particular name must register that name under the Business Names Act. Additional requirements may need to be complied with depending on the circumstances. For example, if the partnership will have employees, it may need again to be registered with the Tax Office specifically for the purpose of fulfilling the obligation to withhold tax at source on payments made to such employees.
Unlike in the case of general partnerships, there is a requirement for limited partnerships or incorporated limited partnerships to register as such. Failure to do so would justify the partnership’s treatment as a general partnership.
The respective partnership laws of the various states of Australia regulate how a limited partnership may be formed. For example, under the New South Wales Partnership Act, the details to be supplied on application to the Registrar for registration include the following:
- whether the partnership is to be registered as a limited partnership or an incorporated limited partnership;
- the firm-name of the partnership;
- the full address of the office or principal office in New South Wales of the partnership;
- particulars of the full name of each partner or proposed partner. If the partner or proposed partner is a partnership, the application must include the name of that partnership or, in the absence of a name, the full name of each partner in the partnership, and
- a statement in relation to each individual or corporate partner or proposed partner as to whether that partner is or will be a general partner or a limited partner.
Additional disclosure requirements apply depending on whether the partnership intends to apply for registration as a venture capital partnership or venture capital management partnership.