Section 12
of International Limited Partnership Order, 2000
Section 12
(1)
Notwithstanding anything in the Partnership Act, 1890 of the United Kingdom, but subject to any provision of the partnership agreement, an ILP shall not be terminated by –
(a)
a change in any one or more of the limited partners or general partners;
(b)
the assignment of the whole or part of the partnership interest of a limited partner;
(c)
the death, incapacity, bankruptcy, removal, resignation, dissolution, insolvency or winding up of a limited partner or, if there is more than one general partner, of a general partner;
(d)
any one or more of the limited partners granting a mortgage or charge or other form of security interest over the whole or part of his partnership interest;
(e)
a sale, exchange, lease, mortgage, pledge or other form of transfer of any asset of the ILP.
(2)
Notwithstanding anything in the partnership agreement or any other contract, the death, incapacity, bankruptcy, removal, resignation, dissolution, insolvency or winding up of the sole or last remaining general partner shall cause the immediate dissolution of the ILP which, subject to subsection (3), shall be wound up in accordance with the partnership agreement, but subject to any order or direction of the court under subsection (5).
(3)
If, within the period of thirty-five days of the date of dissolution of an ILP by virtue of subsection (2), the limited partners unanimously elect one or more new general partners; the business of the ILP shall not be required to be wound up as required by that subsection but may be resumed and continued as provided for in the partnership agreement.
(4)
An ILP shall not be dissolved by an act of the partners unless a notice of dissolution, signed by the general partner or, if more than one, at least one general partner, is filed with the ILP Registrar, accompanied by such fee as may be prescribed by regulations.
Incorporating amendments until S 1/2016
(Clean version) Nani/Amiriah/zimah _ as of 04.05.2019
14
BLUV as at 14 January 2016
(5)
On an application by a partner or creditor, the court may decree dissolution of an ILP in the manner provided for the winding up of unregistered companies pursuant to Part
VI of the Insolvency Order, 2016 and may make such other or further orders and directions for the winding up of its affairs as may be just and equitable.
[S 1/2016]
(6)
Subject to any orders or directions of the court under subsection (5), in the event of the dissolution of an ILP, its affairs shall be wound up by the general partner or, if there is more than one, all of them.
(7)
Where an ILP is, by the terms of the partnership agreement, for a fixed period of time, the ILP shall be dissolved on the expiry of that period.
Registration of ILPs.