108Winding up on Director's certificate

108 Winding up on Director's certificate

(1) The Director may, by notice given to the incorporated limited partnership, require an incorporated limited partnership to show good cause why it should not be required to be wound up if the Director is of the opinion—

(a) that the partnership has ceased to carry on business; or

(b) that, having been incorporated on the basis that the partnership is or is intended to be—

S. 108(1)(b)(i) amended by No. 2/2008 s. 25.

(i) registered as a VCLP, an AFOF or an ESVCLP under Part 2 of the Venture Capital Act 2002 of the Commonwealth; or

(ii) a venture capital management partnership within the meaning of section 94D(3) of the Income Tax Assessment Act 1936 of the Commonwealth—

the partnership has ceased to be, or has not within the period of 2 years after its incorporation become, so registered or such a partnership; or

(c) that none of the partners is a limited partner; or

(d) that incorporation of the partnership has been obtained by mistake or fraud; or

(e) that the partnership exists for an illegal purpose.

(2) If, on the expiration of 28 days after the notice is given under subsection (1), the Director is satisfied that the incorporated limited partnership should be required to be wound up, the Director may publish in the Government Gazette a certificate as to the requirement that the incorporated limited partnership be wound up.

(3) The Director must give notice of the publication of the certificate to the incorporated limited partnership as soon as possible after the publication.

(4) The Director must not publish a certificate under subsection (2) unless satisfied that good cause has not been shown why the incorporated limited partnership should not be required to be wound up.

(5) A notice under subsection (1) or (3) must be given to the incorporated limited partnership—

(a) by being served on the incorporated limited partnership at its registered office; or

(b) if service cannot reasonably be effected, by being published in a newspaper circulating generally in the State.

S. 109 inserted by No. 99/2003 s. 4.