103D Registrar or FMA may prohibit persons from managing limited partnerships

(1)

This section applies in relation to a limited partnership—

(a)

that has been put into liquidation because of its inability to pay its debts as and when they became due:

(b)

that has ceased to carry on business because of its inability to pay its debts as and when they became due:

(c)

in respect of which execution is returned unsatisfied in whole or in part:

(d)

in respect of the property of which a receiver, or a receiver and manager, has been appointed by a court or pursuant to the powers contained in an instrument, whether or not the appointment has been terminated:

(e)

in respect of which, or the property of which, a person has been appointed as a receiver and manager, or a judicial manager, or a statutory manager, or as a manager, or to exercise control, under or pursuant to any enactment, whether or not the appointment has been terminated:

(f)

that has entered into a compromise or arrangement with its creditors:

(g)

that is in voluntary administration in accordance with section 100.

(2)

This section also applies in relation to a limited partnership the liquidation of which has been completed whether or not the limited partnership has been removed from the New Zealand register.

(3)

The Registrar or the FMA may, by notice in writing given to a person, prohibit that person from being a general partner, or promoter of a limited partnership, or being concerned in, or taking part (whether directly or indirectly) in the management of a limited partnership during such period not exceeding 10 years after the date of the notice as is specified in the notice. Every notice must be published in the Gazette.

(4)

The power conferred by subsection (3) may be exercised in relation to—

(a)

any person who the Registrar or the FMA is satisfied was, within a period of 5 years before a notice was given to that person under subsection (5) (whether that period commenced before or after the commencement of this section), a general partner of, or concerned in, or a person who took part in, the management of, a limited partnership in relation to which this section applies if the Registrar or the FMA is also satisfied that the manner in which its affairs were managed was wholly or partly responsible for the limited partnership being a limited partnership in relation to which this section applies; or

(b)

any person who the Registrar or the FMA is satisfied was, within a period of 5 years before a notice was given to that person under subsection (5) (whether that period commenced before or after the commencement of this section), a general partner of, or concerned in, or a person who took part in, the management of, 2 or more limited partnerships to which this section applies, unless that person satisfies the Registrar or the FMA—

(i)

that the manner in which the affairs of all, or all but one, of those limited partnerships were managed was not wholly or partly responsible for them being limited partnerships in relation to which this section applies; or

(ii)

that it would not be just or equitable for the power to be exercised.

(5)

The Registrar or the FMA must not exercise the power conferred by subsection (3) unless—

(a)

not less than 10 working days’ notice of the fact that the Registrar or the FMA intends to consider the exercise of it is given to the person; and

(b)

the Registrar or the FMA considers any representations made by the person.

(6)

No person to whom a notice under subsection (3) applies may be a general partner or promoter of a limited partnership, or be concerned or take part (whether directly or indirectly) in the management of a limited partnership.

(7)

Where a person to whom the Registrar or the FMA has issued a notice under subsection (3) appeals against the issue of the notice under this Act or otherwise seeks judicial review of the notice, the notice remains in full force and effect pending the determination of the appeal or review, as the case may be.

(8)

The Registrar or the FMA may, by notice in writing to a person to whom a notice under subsection (3) has been given,—

(a)

revoke that notice; or

(b)

exempt that person from the notice in relation to a specified limited partnership or limited partnerships.

(9)

The Registrar or the FMA must publish a notice under subsection (8) in the Gazette.

(10)

Every person to whom a notice under subsection (3) is given who fails to comply with the notice commits an offence and is liable on conviction to imprisonment for a term not exceeding 5 years or to a fine not exceeding $200,000.

(11)

In this section, limited partnership includes an overseas limited partnership.

Compare: 1993 No 105 s 385

Section 103D: inserted, on 1 September 2014, by section 30 of the Limited Partnerships Amendment Act 2014 (2014 No 47).