Venture Capital Act 2002 (Cth)

Venture Capital Act 2002 No. 137, 2002 Compilation No. 10 Compilation date: 14 October 2024 Includes amendments: Act No. 39, 2024 About this compilation This compilation This is a compilation of the Venture Capital Act 2002 that shows the text of the law as amended and in force on 14 October 2024 (the compilation date). The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law. Uncommenced amendments The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law. Application, saving and transitional provisions for provisions and amendments If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes. Editorial changes For more information about any editorial changes made in this compilation, see the endnotes. Modifications If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law. Self‑repealing provisions If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes. Contents Part 1—Preliminary Division 1—Preliminary 1‑1.................................Short title 1‑5.............................Commencement 1‑10..............................Interpretation 1‑15.......................Identifying defined terms Division 3—A guide to this Act 3‑1..........................What this Act is about 3‑5.............Registration of limited partnerships (Part 2) 3‑10.....Registration of eligible venture capital investors (Part 3) 3‑15Determinations by Industry Innovation and Science Australia concerning certain investments (Part 4) 3‑20.....................Review of decisions (Part 5) 3‑25.........................Miscellaneous (Part 6) Part 2—Registration of limited partnerships Division 7—A guide to this Part 7‑1.........................What this Part is about Division 9—Registration requirements 9‑1.................Registration requirements of VCLPs 9‑3...............Registration requirements of ESVCLPs 9‑4.Allowing a partner's committed capital to exceed the 30% limit 9‑5.................Registration requirements of AFOFs 9‑10......................Meaning of permitted loan Division 11—Application for registration 11‑1......................Application for registration 11‑5Determination of further information to be included in application 11‑10...............Further information may be requested 11‑15........Period within which application must be decided Division 13—Registration 13‑1...............................Registration 13‑5........................Conditional registration 13‑10....................When registration is in force 13‑15.............An ESVCLP's approved investment plan 13‑20.......Deciding whether investment plans are appropriate Division 15—Obligations while registered 15‑1..............................Annual return 15‑5.Determination of further information to be included in returns 15‑10...........................Quarterly returns 15‑15...............Further information may be requested 15‑17....................Annual reports for ESVCLPs 15‑20................Other information may be requested Division 17—Revocation of registration 17‑1Revoking registration for not meeting investment registration requirements etc. 17‑5Revoking registration for not meeting other registration requirements 17‑10Revocation at discretion of Industry Innovation and Science Australia 17‑15.........................Notice of revocation 17‑20.....................Date of effect of revocation 17‑25.............Revocation on application by partnership Part 3—Registration of eligible venture capital investors Division 21—Registration of eligible venture capital investors Guide to Division 21 21‑1......................What this Division is about Operative provisions 21‑5..........Registration as eligible venture capital investors 21‑10........Period within which application must be decided 21‑15....................When registration is in force 21‑20...................Annual return by eligible entity 21‑25Revocation at discretion of Industry Innovation and Science Australia 21‑30......................Revocation on application Part 4—Determinations by Industry Innovation and Science Australia concerning certain investments Division 25—Determinations by Industry Innovation and Science Australia concerning certain investments Guide to Division 25 25‑1......................What this Division is about Operative provisions 25‑5Industry Innovation and Science Australia may determine a shorter period 25‑10Industry Innovation and Science Australia may determine that a requirement does not apply 25‑15Industry Innovation and Science Australia may determine matters relating to requirements for eligible venture capital investments Part 5—Review of decisions Division 29—Review of decisions 29‑1...........................Decisions reviewed 29‑5............Notification of right to seek internal review 29‑10.....................Internal review of decisions 29‑15....Review of decisions by Administrative Review Tribunal Part 6—Miscellaneous Division 33—Miscellaneous 33‑5Meaning of form approved by Industry Innovation and Science Australia 33‑10..............................Regulations Endnotes Endnote 1—About the endnotes Endnote 2—Abbreviation key Endnote 3—Legislation history Endnote 4—Amendment history An Act relating to venture capital investments, and for related purposes Part 1—Preliminary Division 1—Preliminary Table of sections 1‑1 Short title 1‑5 Commencement 1‑10 Interpretation 1‑15 Identifying defined terms 1‑1 Short title This Act may be cited as the Venture Capital Act 2002. 1‑5 Commencement This Act commences on the day on which it receives the Royal Assent. 1‑10 Interpretation (1) An expression has the same meaning in this Act as in the Income Tax Assessment Act 1997. (2) Division 950 of the Income Tax Assessment Act 1997 (which contains rules for interpreting that Act) applies to this Act as if the provisions of this Act were provisions of the Income Tax Assessment Act 1997. 1‑15 Identifying defined terms (1) Many of the terms in this Act are defined in the Dictionary, starting at section 995‑1, to the Income Tax Assessment Act 1997. (2) Most of the terms that are defined in that Dictionary are identified by an asterisk appearing at the start of the term: as in *Industry Innovation and Science Australia. The footnote with the asterisk contains a signpost to that Dictionary. (3) An asterisk usually identifies the first occurrence of a term in a section (if not divided into subsections), subsection or definition. Later occurrences of the term in the same provision are not usually asterisked. (4) Terms are not asterisked in headings, notes, examples, explanatory tables, guides, outline provisions or diagrams. (5) If a term is not identified by an asterisk, disregard that fact in deciding whether or not to apply to that term a definition or other interpretation provision. Division 3—A guide to this Act 3‑1 What this Act is about This Act provides for some administrative measures that are needed for the operation of: (a) the capital gains tax exemption relating to venture capital under Subdivision 118‑F of the Income Tax Assessment Act 1997 (and the related provisions about similar income gains and losses); and (b) the "flow‑through" treatment, under Division 5 of Part III of the Income Tax Assessment Act 1936, of the income of limited partnerships that are used as vehicles for making venture capital investments. Note: Industry Innovation and Science Australia is responsible for the operation of these measures. The Industry Research and Development Act 1986 provides for the establishment and operation of Industry Innovation and Science Australia. 3‑5 Registration of limited partnerships (Part 2) Part 2 provides for: (a) the registration requirements for venture capital limited partnerships, early stage venture capital limited partnerships and Australian venture capital funds of funds; and (b) applications for registration; and (c) registration of limited partnerships by Industry Innovation and Science Australia, including conditional registration; and (d) the obligations imposed on general partners of partnerships that are registered; and (e) revocation of registration. 3‑10 Registration of eligible venture capital investors (Part 3) Part 3 provides for registration of entities as eligible venture capital investors, their obligations while registered, and revocation of registration. 3‑15 Determinations by Industry Innovation and Science Australia concerning certain investments (Part 4) Part 4 provides for Industry Innovation and Science Australia to make determinations that are relevant to whether certain investments can be eligible venture capital investments. 3‑20 Review of decisions (Part 5) Part 5 provides for review of Industry Innovation and Science Australia's decisions under this Act. 3‑25 Miscellaneous (Part 6) Part 6 deals with miscellaneous matters. Part 2—Registration of limited partnerships Division 7—A guide to this Part 7‑1 What this Part is about Industry Innovation and Science Australia can register limited partnerships as venture capital limited partnerships, early stage venture capital limited partnerships or Australian venture capital funds of funds. Registration is one of the requirements before investments of venture capital through a limited partnership can attract the operation of: • the capital gains tax exemption relating to venture capital under Subdivision 118‑F of the Income Tax Assessment Act 1997 (and the related provisions about similar income gains and losses); and • the income tax exemption under section 51‑52 of the Income Tax Assessment Act 1997 (if the partnership is an early stage venture capital limited partnership); and • the "flow‑through" treatment, under Division 5 of Part III of the Income Tax Assessment Act 1936, of the income of limited partnerships. Broadly speaking, Industry Innovation and Science Australia will register a limited partnership under Division 13 if an application meets the requirements of Division 11, unless Industry Innovation and Science Australia is satisfied that the partnership does not meet the applicable registration requirements of Division 9. Conditional registration is an option if an application does not meet the requirements of Division 11. Note: Conditional registration becomes important if full registration is achieved. Registration is then backdated at least to the time of conditional registration. Industry Innovation and Science Australia can revoke a registration under Division 17. Broadly speaking, the grounds for revocation are: • failure to meet the applicable registration requirements of Division 9; and • failure to provide information as required under Division 15. Division 9—Registration requirements Table of sections 9‑1 Registration requirements of VCLPs 9‑3 Registration requirements of ESVCLPs 9‑4 Allowing a partner's committed capital to exceed the 30% limit 9‑5 Registration requirements of AFOFs 9‑10 Meaning of permitted loan 9‑1 Registration requirements of VCLPs (1) The registration requirements of a VCLP, in relation to a *limited partnership, are that: (a) the partnership was established by or under a law in force in, or in any part of: (i) Australia; or (ii) a foreign country in respect of which a double tax agreement (as defined in Part X of the Income Tax Assessment Act 1936) is in force that is an agreement of a kind referred to in subparagraph (b)(i), (ia), (ii), (iii), (iv) or (v) of that definition; and (b) all of the partners who are *general partners are residents of a country referred to in paragraph (a); and (c) under the partnership agreement the partnership is to remain in existence for a period of not less than 5 years and not more than 15 years; and (d) the partnership's *committed capital is at least $10 million; and (e) each investment that the partnership holds is: (i) an *eligible venture capital investment; or (ii) an investment in a company, in which the partnership owns one or more eligible venture capital investments, that would have been an eligible venture capital investment but for subsections 118‑425(2) and (6) of the Income Tax Assessment Act 1997; or (iii) an investment in a unit trust, in which the partnership owns one or more eligible venture capital investments, that would have been an eligible venture capital investment but for subsections 118‑427(3) and (7) of the Income Tax Assessment Act 1997; and (f) the partnership only carries on activities that are related to making *eligible venture capital investments, investments to which subparagraph (e)(ii) applies or investments to which subparagraph (e)(iii) applies; and (g) every *debt interest that the partnership owns is, and continues to be, a *permitted loan. (2) The requirements in paragraphs (1)(e), (f) and (g) are investment registration requirements. 9‑3 Registration requirements of ESVCLPs (1) The registration requirements of an ESVCLP, in relation to a *limited partnership, are that: (a) the partnership was established by or under a law in force in, or in any part of: (i) Australia; or (ii) a foreign country in respect of which a double tax agreement (as defined in Part X of the Income Tax Assessment Act 1936) is in force that is an agreement of a kind referred to in subparagraph (b)(i), (ia), (ii), (iii), (iv) or (v) of that definition; and (b) all of the partners who are *general partners are residents of a country referred to in paragraph (a); and (c) under the partnership agreement the partnership is to remain in existence for a period of not less than 5 years and not more than 15 years; and (d) the partnership's *committed capital: (i) is at least $10 million; and (ii) does not exceed $200 million; and (e) none of the partners has *committed capital in the partnership that, taken together with the sum of the amounts of committed capital in the partnership of any of that partner's *associates (other than associates to whom subsection (5) applies), exceeds 30% of the partnership's committed capital; and (f) each investment that the partnership holds is: (i) an *eligible venture capital investment; or (ii) an investment in a company, in which the partnership owns one or more eligible venture capital investments, that would have been an eligible venture capital investment but for subsections 118‑425(2) and (6) of the Income Tax Assessment Act 1997; or (iii) an investment in a unit trust, in which the partnership owns one or more eligible venture capital investments, that would have been an eligible venture capital investment but for subsections 118‑427(3) and (7) of the Income Tax Assessment Act 1997; and (g) each investment that the partnership holds is in accordance with the partnership's *approved investment plan; and (h) the partnership acts in accordance with the partnership's approved investment plan; and (j) the partnership only carries on activities that are related to making eligible venture capital investments, investments to which subparagraph (f)(ii) applies or investments to which subparagraph (f)(iii) applies; and (k) every *debt interest that the partnership owns is, and continues to be, a *permitted loan. (2) The requirements in paragraphs (1)(e), (f), (g), (h), (j) and (k) are investment registration requirements. (4) Paragraph (1)(e) does not apply in relation to a particular partner's *committed capital in the partnership if: (a) *Industry Innovation and Science Australia allows, under section 9‑4, the partner's committed capital in the partnership to exceed 30% of the partnership's committed capital; or (b) subsection (5) applies to the partner. (5) This subsection applies to: (a) an *ADI; or (b) a *life insurance company; or (c) a public authority: (i) that is constituted by a law of a State or internal Territory; and (ii) that carries on life insurance business within the meaning of section 11 of the Life Insurance Act 1995; or (d) a widely‑held complying superannuation fund within the meaning of section 4A of the Pooled Development Funds Act 1992; or (e) a *widely held foreign venture capital fund of funds. 9‑4 Allowing a partner's committed capital to exceed the 30% limit (1) *Industry Innovation and Science Australia may, on the application of a partner of a partnership, make a decision allowing the partner's committed capital in the partnership to exceed 30% of the partnership's committed capital. (2) The application must be in the *form approved by Industry Innovation and Science Australia. (3) In considering whether to make such a decision, *Industry Innovation and Science Australia must apply the principles specified under subsection (4). (4) *Industry Innovation and Science Australia may, by legislative instrument, make principles about making decisions under this section. (5) If *Industry Innovation and Science Australia makes a decision under this section, Industry Innovation and Science Australia must notify the *general partner as soon as practicable after the decision is made. (6) If *Industry Innovation and Science Australia refuses to make a decision allowing the partner's committed capital in the partnership to exceed 30% of the partnership's committed capital, Industry Innovation and Science Australia must: (a) notify the *general partner as soon as practicable after the refusal; and (b) provide reasons for the refusal. 9‑5 Registration requirements of AFOFs (1) The registration requirements of an AFOF, in relation to a *limited partnership, are that: (a) the partnership is established by or under the law of a State or Territory; and (b) all of the partners who are *general partners are *Australian residents; and (c) under the partnership agreement, the partnership is to remain in existence for a period of not less than 5 years and not more than 20 years; and (d) each investment that the partnership owns is: (i) an investment in a *VCLP or an *ESVCLP; or (ii) an *eligible venture capital investment in a company or unit trust in which a VCLP or an ESVCLP, of which the partnership is a partner, owns one or more eligible venture capital investments; or (iii) an investment in a company referred to in subparagraph (ii) that would have been an eligible venture capital investment but for subsections 118‑425(2) and (6) of the Income Tax Assessment Act 1997; or (iv) an investment in a unit trust referred to in subparagraph (ii) that would have been an eligible venture capital investment but for subsections 118‑427(3) and (7) of the Income Tax Assessment Act 1997; and (e) the partnership only carries on activities that are related to making eligible venture capital investments, investments to which subparagraph (d)(iii) applies or investments to which subparagraph (d)(iv) applies, or investing in VCLPs or ESVCLPs; and (f) every *debt interest that the partnership owns is, and continues to be, a *permitted loan. (2) The requirements in paragraphs (1)(d), (e) and (f) are investment registration requirements. 9‑10 Meaning of permitted loan (1) A debt interest is a permitted loan if: (a) it is a loan made to a *company and the sum of: (i) the *equity interests that the partnership owns in the company; and (ii) any debt interests that the partnership owns in the company that can be converted into equity interests in the company; is at least 10% of the sum of: (iii) all of the equity interests in the company; and (iv) all of the debt interests in the company that can be converted into equity interests in the company; and the company meets the requirements of subsections 118‑425(2) to (7) of the Income Tax Assessment Act 1997 in relation to the investments referred to in subparagraphs (i) and (ii); or (aa) it is a loan made to a unit trust and the sum of: (i) the *equity interests that the partnership owns in the unit trust; and (ii) any *debt interests that the partnership owns in the unit trust that can be converted into equity interests in the unit trust; is at least 10% of the sum of: (iii) all of the equity interests in the unit trust; and (iv) all of the debt interests in the unit trust that can be converted into equity interests in the unit trust; and the unit trust meets the requirements of subsections 118‑427(3) to (8) of the Income Tax Assessment Act 1997 in relation to the investments referred to in subparagraphs (i) and (ii); or (b) it is repaid within 6 months, or such longer period as *Industry Innovation and Science Australia allows under subsection (3). (2) A *general partner may apply to *Industry Innovation and Science Australia, in the *form approved by Industry Innovation and Science Australia, for Industry Innovation and Science Australia to allow a longer period for the purposes of paragraph (1)(b). (3) *Industry Innovation and Science Australia may, for the purposes of paragraph (1)(b), allow a longer period if Industry Innovation and Science Australia is satisfied that: (a) there are exceptional circumstances; and (b) the extended period is no longer than reasonably necessary. Division 11—Application for registration Table of sections 11‑1 Application for registration 11‑5 Determination of further information to be included in application 11‑10 Further information may be requested 11‑15 Period within which application must be decided 11‑1 Application for registration (1) A *general partner of a *limited partnership may apply, in the *form approved by Industry Innovation and Science Australia, to *Industry Innovation and Science Australia for registration of the partnership as a *VCLP, an *ESVCLP or an *AFOF under this Part. (2) An application must be in writing, and must include the following information: (a) the name and residency status of, and the relevant qualifications and experience of, each *general partner; (b) the name, address and residency status of each *limited partner; (c) for each general partner that is a *company—the address of the general partner's registered office; (d) for each general partner who is an individual—the general partner's business address; (e) the partnership's business address; (f) a copy of the partnership agreement, which must: (i) require partners to contribute their *committed capital as and when required under the agreement; and (ii) prohibit the addition of new partners to the partnership except as provided for in the agreement; and (iii) prohibit increases in the partnership's committed capital except as provided for in the agreement; and (iv) confer on a general partner the right to require partners to contribute their committed capital to the partnership; and (v) include a plan which outlines the partnership's future intended investment activities; (g) any documents that were issued inviting investment in the partnership; (h) the amount of each partner's committed capital in the partnership; (i) in relation to each limited partner claiming to be tax exempt in his or her country of residence—details of the facts that qualify the partner to be tax exempt in his or her country of residence; (j) if the application is an application for registration as a VCLP—a statement by a general partner as to whether the partnership meets the *registration requirements of a VCLP; (ja) if the application is an application for registration as an *ESVCLP—a statement by a general partner as to whether the partnership meets the *registration requirements of an ESVCLP; (k) if the application is an application for registration as an AFOF—a statement by a general partner as to whether the partnership meets the *registration requirements of an AFOF; (l) such further information as *Industry Innovation and Science Australia determines under section 11‑5. Note: Part 7.4 of the Criminal Code creates offences for making false and misleading statements, giving false or misleading information and producing false or misleading documents. 11‑5 Determination of further information to be included in application (1) *Industry Innovation and Science Australia may, for the purposes of paragraph 11‑1(2)(l), determine, by writing signed by the Chairperson of Industry Innovation and Science Australia pursuant to a resolution of Industry Innovation and Science Australia, that specified information is to be included in the application. (2) A determination under this section is a legislative instrument. 11‑10 Further information may be requested If *Industry Innovation and Science Australia needs further information to decide an application for registration under this Part, it may ask a *general partner to provide further information. 11‑15 Period within which application must be decided (1) Subject to this section, *Industry Innovation and Science Australia must decide an application for registration or conditional registration under this Part within 60 days after receiving it. (2) If *Industry Innovation and Science Australia thinks that it will take longer to decide the application, Industry Innovation and Science Australia may extend, by up to 60 days, the period for deciding it. (3) An extension must be made by written notice given to a *general partner within 60 days after *Industry Innovation and Science Australia receives the application. (4) If *Industry Innovation and Science Australia extends the period, Industry Innovation and Science Australia must decide the application within the extended period. Division 13—Registration Table of sections 13‑1 Registration 13‑5 Conditional registration 13‑10 When registration is in force 13‑15 An ESVCLP's approved investment plan 13‑20 Deciding whether investment plans are appropriate 13‑1 Registration (1) *Industry Innovation and Science Australia must register a partnership as a *VCLP under this Part if: (a) a *general partner has applied for registration as a VCLP; and (b) the application meets the requirements under section 11‑1; and (c) any further information requested under section 11‑10 has been provided; and (d) a general partner has notified Industry Innovation and Science Australia that the VCLP has sufficient funds to begin its investment program; unless Industry Innovation and Science Australia is satisfied that the partnership: (e) does not meet the *registration requirements of a VCLP; or (f) has had a previous registration revoked under Division 17. (1A) *Industry Innovation and Science Australia must register a partnership as an *ESVCLP under this Part if: (a) a *general partner has applied for registration as an ESVCLP; and (b) the application meets the requirements under section 11‑1; and (c) Industry Innovation and Science Australia is satisfied that the partnership's investment plan (as set out in the application or that plan as since approved by Industry Innovation and Science Australia) is appropriate; and Note: Section 13‑20 deals with deciding whether an investment plan is appropriate. (d) Industry Innovation and Science Australia is satisfied that the partnership has access to the skills and resources necessary to implement, and is reasonably likely to be able to implement, its investment plan; and (e) any further information requested under section 11‑10 has been provided; and (f) a general partner has notified Industry Innovation and Science Australia that the ESVCLP has sufficient funds to begin its investment program; unless Industry Innovation and Science Australia is satisfied that the partnership: (g) does not meet the *registration requirements of an ESVCLP; or (h) has had a previous registration revoked under Division 17. (2) *Industry Innovation and Science Australia must register a partnership as an *AFOF under this Part if: (a) a *general partner has applied for registration as an AFOF; and (b) the application meets the requirements under section 11‑1; and (c) any further information requested under section 11‑10 has been provided; and (d) a general partner has notified Industry Innovation and Science Australia that the AFOF has sufficient funds to begin its investment program; unless Industry Innovation and Science Australia is satisfied that the partnership: (e) does not meet the *registration requirements of an AFOF; or (f) has had a previous registration revoked under Division 17. (3) If *Industry Innovation and Science Australia decides to register the partnership as a *VCLP, an *ESVCLP or an *AFOF under this Part, Industry Innovation and Science Australia must notify a *general partner of the partnership as soon as practicable after the decision is made. (4) If *Industry Innovation and Science Australia decides not to register the partnership as a *VCLP, an *ESVCLP or an *AFOF under this Part, Industry Innovation and Science Australia must: (a) notify a *general partner of the partnership as soon as practicable after the decision is made; and (b) provide reasons for the decision. (5) *Industry Innovation and Science Australia cannot register the partnership: (a) both as a *VCLP and as an *ESVCLP; or (b) both as a VCLP and as an *AFOF; or (c) both as an ESVCLP and as an AFOF; or (d) as a VCLP, as an ESVCLP and as an AFOF. 13‑5 Conditional registration (1) *Industry Innovation and Science Australia may conditionally register the partnership as a *VCLP if: (a) a *general partner has applied for registration as a VCLP; and (b) one or more of the following applies: (i) the application for registration does not meet the requirements under section 11‑1; (ii) any further information requested under section 11‑10 has not been provided; (iii) the partnership does not meet the *registration requirements of a VCLP; unless Industry Innovation and Science Australia is satisfied that the partnership: (c) would not, if it was conditionally registered, meet the registration requirements of a VCLP within the period specified under subsection 13‑10(3); or (d) has had a previous registration revoked under Division 17. (1A) *Industry Innovation and Science Australia may conditionally register the partnership as an *ESVCLP if: (a) a *general partner has applied for registration as an ESVCLP; and (b) one or more of the following applies: (i) the application for registration does not meet the requirements under section 11‑1; (ii) any further information requested under section 11‑10 has not been provided; (iii) the partnership does not meet the *registration requirements of an ESVCLP; unless Industry Innovation and Science Australia is satisfied that the partnership: (c) would not, if it was conditionally registered, meet the registration requirements of an ESVCLP within the period specified under subsection 13‑10(3); or (d) has had a previous registration revoked under Division 17. (2) *Industry Innovation and Science Australia may conditionally register the partnership as an *AFOF if: (a) a *general partner has applied for registration as an AFOF; and (b) one or more of the following applies: (i) the application for registration does not meet the requirements under section 11‑1; (ii) any further information requested under section 11‑10 has not been provided; (iii) the partnership does not meet the *registration requirements of an AFOF; unless Industry Innovation and Science Australia is satisfied that the partnership: (c) would not, if it was conditionally registered, meet the registration requirements of an AFOF within the period specified under subsection 13‑10(3); or (d) has had a previous registration revoked under Division 17. (3) Conditional registration under this section does not mean that the partnership is registered under this Part as a *VCLP, an *ESVCLP or an *AFOF. 13‑10 When registration is in force (1) Registration of the partnership as a *VCLP, an *ES