Limited Partnerships Act 2008

98 Deregistration on application of partners

(1)

The Registrar must deregister a limited partnership if there is sent or delivered to the Registrar a request in the prescribed form that—

(a)

is made on 1 of the grounds set out in subsection (2); and

(b)

complies with subsection (3).

(2)

The grounds on which a request under this section may be made are—

(a)

that the limited partnership has ceased to carry on business, has discharged in full its liabilities to all its known creditors, and has distributed its surplus assets in accordance with the partnership agreement and this Act; or

(b)

that the limited partnership has no surplus assets after paying its debts in full or in part, and no creditor has applied to the Court under section 89 for an order appointing a liquidator to the limited partnership.

(3)

The request must be made by—

(a)

a limited partner authorised to make the request by a resolution of the limited partnership; or

(b)

the general partners; or

(c)

any other person, if the partnership agreement so requires or permits.

(4)

A request that a limited partnership be deregistered under this section must be accompanied by a written notice from the Commissioner of Inland Revenue stating that the Commissioner has no objection to the limited partnership being deregistered.

(5)

Sections 318(5), 320 (except subsection (2)), and 321 to 323 of the Companies Act 1993 apply, with such modifications as may be necessary, to the deregistration of a limited partnership under this section as if references to—

(a)

a company were references to a limited partnership:

(b)

a director were references to a general partner:

(c)

a shareholder were references to a partner:

(d)

the constitution were references to the partnership agreement:

(e)

a board were references to the general partners.