Guide 3 of 5Corporations Act 2001, s 115
How many partners a firm may have
Section 115 of the Corporations Act 2001 says “A person must not participate in the formation of a partnership or association” that has an object of gain and more than 20 members, unless it is incorporated or formed under an Australian law. The Corporations Regulations 2001 set higher numbers for some kinds of partnership, from 50 for actuaries, medical practitioners and four other professions up to 1,000 for accountants.
General information about the Act and Regulations, not legal advice. Dotto is not a financial adviser, and this guide is not legal or financial advice. The official texts are listed at the foot of this page.
The section, whole
Section 115 as it reads in compilation 149 of the Act (19 September 2026), with its notes:
“115 Restrictions on size of partnerships and associations
(1) A person must not participate in the formation of a partnership or association that:
(a) has as an object gain for itself or for any of its members; and
(b) has more than 20 members;
unless the partnership or association is incorporated or formed under an Australian law.
Note: For the effect of a contravention of this section, see section 103.
(2) The regulations may specify a higher number that is higher than the number specified in paragraph (1)(b) for the purposes of the application of that paragraph to a particular kind of partnership or association.
(3) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.”
Corporations Act 2001, s 115, compilation 149
The Act’s word is “members”, and the rule is about taking part in forming the partnership or association. It does not use the word “partners” in paragraph (b).
The higher numbers, by profession
Regulation 2A.1.01 of the Corporations Regulations 2001 is made for paragraph 115(1)(b). It says “the number prescribed for a kind of partnership or association is the number” its table specifies for that kind. Here is the table complete, as at compilation 214 (1 September 2026).
| Item | Who it covers | Higher number |
|---|---|---|
| 1 | “(a) Actuaries, medical practitioners, patent attorneys, sharebrokers, stockbrokers or trademark attorneys” “(b) Partnerships or associations of the kind specified in subregulation (2)” | 50 |
| 2 | “Architects, pharmaceutical chemists or veterinary surgeons” | 100 |
| 3 | “Legal practitioners” | 400 |
| 4 | “Accountants” | 1,000 |
Research partnerships
Item 1(b) points to subregulation (2). It describes a partnership or association that “has as its primary purpose collaborative scientific research” and includes as members at least 1 university and at least 1 private sector participant, “whether or not it also includes government agencies or publicly funded research bodies”.
Subregulation (3) defines a private sector participant as “an entity that obtains the majority of its revenue from sources other than Commonwealth, State or Territory appropriations”.
Every other kind of firm: 20
A kind of partnership that is not in the table, such as a firm of consultants, engineers or designers, has no higher number under regulation 2A.1.01, so the number in paragraph 115(1)(b) applies: more than 20 members is over the limit, unless the firm is incorporated or formed under an Australian law.
Each number belongs to its kind of partnership. The table gives no number for a firm that mixes professions, and this guide does not supply one.
What a contravention means
Subsection (3) makes an offence based on subsection (1) one of strict liability. Schedule 3 of the Act lists the penalty for subsection 115(1) as 20 penalty units.
The note to subsection (1) points to section 103. That section says an act, transaction, agreement, instrument, matter or thing “is not invalid merely because of” a contravention of section 115, among other sections, except so far as the Act otherwise provides.
Limited partnerships count general partners
The NSW Partnership Act 1892, in the version of 13 January 2023, ties its limited partnerships to the same rule. Section 52 allows any number of limited partners. A limited partnership may have no more than 20 general partners, or, where a higher number applies to its kind of partnership under section 115(2) of the Corporations Act, no more general partners than that number.
An incorporated limited partnership may have no more than 20 general partners in NSW (section 52(2)) and in Queensland, where section 73(1) of the Partnership Act 1891 requires “at least 1 general partner but no more than 20 general partners” and at least 1 limited partner. The guide to incorporated limited partnerships covers who may form one.