Section 51: General provisions on dissolution of limited liability partnership
consolidated text (as at 2017, amended since). juris shows the text as it was consolidated; it does not confirm that this is the law in force today.
51. General provisions on dissolution of limited liability partnership
(1) The affairs of a limited liability partnership shall, on its dissolution, be
wound up by the partners unless a liquidator has been appointed by the
Court under this section or under section 50.
(2) A partner shall not, on the dissolution of a limited liability partnership,
except in accordance with this Part, withdraw any part of his contribution.
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(3) On the dissolution of a limited liability partnership or at any time
thereafter, the Court may, on the application of any partner or assignee of
the limited liability partnership or any creditor, make such orders in relation
to the dissolution as it may consider appropriate, including an order for the
appointment of one or more liquidators to wind up the affairs of the
partnership and distribute its assets.
(4) On the appointment of a liquidator, the powers of the partners shall
cease.
(5) On the dissolution of a limited liability partnership, the limited liability
partnership shall cease to carry on business except to the extent necessary
for its winding up.
(6) Every expense incurred in the dissolution of a limited liability
partnership, including the remuneration of the liquidator, shall be payable
from the assets of the limited liability partnership in priority to all other
debts.
(7) The certificate of registration shall, on the dissolution of a limited
liability partnership, cease to be valid and the persons winding up the affairs
of the limited liability partnership, in the name of and for or on behalf of the
limited liability partnership—
(a) may, to the extent necessary for the winding up of the limited
liability partnership, prosecute, defend or settle any civil or
criminal action;
(b) shall dispose of the property of the partnership and realise its
assets; and
(c) shall, without prejudice to the personal liability of the partners,
discharge the debts of the limited liability partnership and
distribute to the partners any remaining assets of the limited
liability partnership.
(8) On the dissolution of a limited liability partnership—
(a) a notice of the dissolution shall, within a period of 7 days from
the date of the dissolution, be filed with the Registrar and
published in the Gazette;
(b) the Registrar shall, as soon as is reasonably practicable, delete
the inscription relating to the partnership from the register; and
(c) the certificate of registration of the limited liability partnership
shall cease to be valid.
(9) Where subsection (8) (a) has not been complied with, the partners
and the manager of the limited liability partnership shall—
(a) commit an offence; and
(b) continue to incur liability as if they were the partners of a limited
liability partnership which has not been dissolved.
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(10) The dissolution of a limited liability partnership shall be deemed to
take place on—
(a) the date of the occurrence of the event when, under this Act,
the limited liability partnership is dissolved; or
(b) a Court order for its dissolution under section 50,
whichever occurs first.
(11) Where the affairs of a limited liability partnership are fully wound up,
the persons who conducted the winding up shall forthwith—
(a) prepare an account of the winding up, giving details of the
conduct thereof and the disposal of the property of the limited
liability partnership, and stating whether or not any state of
affairs
of the event when, under this Act,
the limited liability partnership is dissolved; or
(b) a Court order for its dissolution under section 50,
whichever occurs first.
(11) Where the affairs of a limited liability partnership are fully wound up,
the persons who conducted the winding up shall forthwith—
(a) prepare an account of the winding up, giving details of the
conduct thereof and the disposal of the property of the limited
liability partnership, and stating whether or not any state of
affairs described in section 53 exists; and
(b) provide all the partners with a copy of the said account.
(12) The persons conducting the winding up of a limited liability
partnership may seek the directions of the Court on any matter arising in
relation to the winding up and, on such an application, the Court may make
such order as it considers appropriate.