Companies Act 2007 · As enacted · Part XXII · Miscellaneous Prohibition of Partnership with More Than Twenty Members
519. Prohibition of partnership with more than twenty members
Official English translation. Where it differs from the Sinhala or Tamil text, the Act itself says which text prevails.
Official translationFrom Department of Government Printing, unchanged
No company, association or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any business that has for its object the acquisition of gain by the company, association or partnership, or by its individual members, unless it is registered as a company under this Act or under some other enactment.
No company, association or partnership consisting of more than twenty persons, which is formed outside Sri Lanka, shall carry on in Sri Lanka any business that has for its object the acquisition of gain by the company, association or partnership or by its individual members, unless—
it is duly incorporated as a company outside Sri
Lanka ; and
has an established place of business within Sri
Lanka.
Nothing in subsection (1) or (2) shall apply to—
a partnership formed for the purpose of carrying on practice as attorneys-at-law, consisting of persons each of whom is an attorney-at-law ;
a partnership formed for the purpose of carrying on practice as accountants, consisting of persons each of whom is a chartered accountant ;
a pertnership formed for the purpose of carrying on practice as members of a licensed stock exchange, consisting of persons each of whom is a member of that licensed stock exchange ;
a partnership formed for any purpose that may be prescribed, consisting of such persons as may be prescribed.
Where any company, association or partnership consisting of more than twenty persons is formed in contravention of the provisions of subsection (1) or carries on any business in contravention of the provisions of subsection (2), each of those persons—
shall be guilty of an offence and be liable on conviction to a fine not exceeding fifty thousand rupees ;
shall, without prejudice to paragraph (a), be severally liable for the payment of the whole of the debts of the company, association or partnership of which he is or was a member, may be sued accordingly without joining in the suit any other member of the company, association or partnership.
APPLICATION AND REFERENCE TO COURT
Part XXIII