Liquidation
How is a liquidator appointed?
The High Court may appoint a liquidator to the Limited Partnership.
An application can be made to the Court by:
- a General Partner;
- a Limited Partner;
- a creditor;
- the Registrar.
On what grounds can the Court appoint a Liquidator?
The High Court may appoint a liquidator to a Limited Partnership on any of the following grounds:
- a terminating event has occurred, and a liquidator has not been appointed
- the sole General Partner is adjudicated bankrupt
- the sole General Partner is incapacitated
- any partner is unable to perform that person’s obligations under this Act or the partnership agreement
- the conduct of any partner has prejudiced, or is likely to prejudicially affect, the business of the Limited Partnership or the carrying on of that business
- material breach by any partner of the partnership agreement
- conduct by any partner that, in the Court’s opinion, makes it reasonably impracticable for the other partners to carry on business in partnership with that person
- the Limited Partnership is unable to pay its debts
- in the opinion of the Court it is just and equitable that the Limited Partnership terminate.
What documents are filed by the Liquidator?
The liquidation provisions outlined in Part 16 of the Companies Act 1993 applies to Limited Partnerships with the exception of sections 241(1) to (4), 268 and 314(4), with all necessary modifications, to a liquidation of a Limited Partnership as it references to:
- a company registered under that Act were references to a Limited Partnership;
- a director were references to a general partner;
- shareholders or persons entitled to surplus assets under the constitution of a company under the Companies Act 1993 were references to Partner;
- the board were references to the general partners.
