Section 57: General provisions on dissolution of limited partnership

57. General provisions on dissolution of limited partnership (1) Upon the dissolution of a limited partnership, its affairs shall, unless a liquidator has been appointed by the Court under section 56 (2) or under this section, be wound up by the general partners. (2) Upon the dissolution of a limited partnership, no limited partner may, except in accordance with sections 54 and 56— (a) withdraw any part of his contribution; or (b) claim as a creditor of the limited partnership. (3) Upon the dissolution of a limited partnership or at any time thereafter, the Court may, on the application of any partner or assignee of the limited partnership or any creditor, make such orders in relation to the dissolution as it considers appropriate, including one 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, whether under this section or under section 44, all powers of the general partners shall cease, and any person who knowingly purports to exercise any power of a general partner, when pursuant to this subsection those powers have ceased, shall commit an offence. (5) Upon the dissolution of a limited partnership, the limited partnership shall cease to carry on business except to the extent necessary for its beneficial winding up and any person who knowingly purports to carry on business in contravention of this subsection shall commit an offence. (6) All expenses incurred in the dissolution of a limited partnership, including the remuneration of the liquidator, shall be payable from the assets of the limited partnership in priority to all other debts. [Issue 4] L15A – 36 Revised Laws of Mauritius (7) Upon the dissolution of a limited partnership, notwithstanding the fact that, pursuant to subsection (8) (c), the certificate of registration ceases to be valid, the persons winding up the affairs of the limited partnership, in the name of and for and on behalf of the limited partnership— (a) may, to the extent necessary for the beneficial winding up of the limited 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, in accordance with section 60— (i) discharge the debts of the limited partnership; and (ii) distribute to the partners any remaining assets of the limited partnership, without prejudice to the personal liability of the partners. (8) Upon the dissolution of a limited partnership— (a) notice of the dissolution shall, within a period of 7 days from the date of 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 partnership shall cease to be valid. (9) Where subsection (8) (a) has not been complied with, the general partners of the limited partnership— (a) shall each commit an offence; and (b) shall each continue to incur liability as if they were the general partners of a limited partnership which had not been dissolved. (10) The dissolution of a limited partnership shall be deemed to take place upon the earlier of the following— (a) the date of the occurrence of the event upon which, under this Act, the limited partnership is dissolved; or (b) the date of the order of the Court under section 56 (1) for its dissolution. (11) As d partnership— (a) shall each commit an offence; and (b) shall each continue to incur liability as if they were the general partners of a limited partnership which had not been dissolved. (10) The dissolution of a limited partnership shall be deemed to take place upon the earlier of the following— (a) the date of the occurrence of the event upon which, under this Act, the limited partnership is dissolved; or (b) the date of the order of the Court under section 56 (1) for its dissolution. (11) As soon as the affairs of the limited partnership are fully wound up, the persons who conducted the winding up shall— (a) prepare an account of the winding up, giving details of the conduct thereof and the disposal of the property of the limited partnership, and stating whether or not any state of affairs described in section 59 has come to their attention; and (b) provide all partners with a copy of the said account. L15A – 37 [Issue 4] Limited Partnerships Act (12) The persons conducting the winding up of a limited partnership may seek the directions of the Court on any matter arising in relation to the winding up, and upon such an application, the Court may make such order as it considers appropriate.