Section 55: Dissolution of limited partnership

55. Dissolution of limited partnership (1) A limited partnership shall be dissolved upon the occurrence of any of the following events— (a) upon the happening of any event specified in that respect in the partnership agreement; (b) upon the expiration of its fixed duration, unless notice of its continuance is filed with the Registrar not less than 15 days before the date of expiration; (c) where no duration is fixed for the partnership to exist, upon the agreement of a majority of the general partners; (d) upon the written agreement of all partners that the partnership shall be dissolved; (e) upon the death, legal incapacity, retirement, resignation, removal, bankruptcy or dissolution of a general partner, unless— (i) the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partners and there is, at the time of the death or other event, at least one other general partner to carry on the business of the limited partnership; [Issue 4] L15A – 34 Revised Laws of Mauritius (ii) another general partner is validly appointed to the partnership immediately upon the death or other such event; or (iii) within a period of 90 days immediately following the date of the death or other such event, all remaining partners agree in writing to the continuation of the business of the limited partnership and to the appointment, effective as from that date, of such additional general partners as may be necessary or desirable; or (f) upon the making by the Court of an order— (i) under section 56 (1) for the dissolution of the limited partnership; or (ii) under section 71 (1) (ii) directing the deletion from the Register of the particulars of registration of the limited partnership. (2) Subject to the partnership agreement— (a) a limited partnership shall not be dissolved by— (i) any change in the limited partners; or (ii) the bankruptcy, death, retirement, removal, resignation, legal incapacity or dissolution of any limited partner, whether an individual, body corporate or unincorporated body; and (b) a limited partner may not dissolve a limited partnership by notice. (3) A limited partnership shall not be dissolved unless a notice of dissolution signed by a general partner is delivered to the Registrar and published in 2 daily newspapers and in the Gazette.