78Winding-up on commissioner’s certificate

78 Winding-up on commissioner’s certificate (1) The commissioner for fair trading may, by written notice given to an incorporated limited partnership, require the partnership to show good cause why it should not be required to be wound up if the commissioner considers that— (a) the partnership has stopped carrying on business; or (b) having been incorporated on the basis that the partnership is or is intended to be either of the following, the partnership has stopped being, or has not within the period of 2 years after its incorporation become, either of the following: (i) registered as a VCLP, ESVCLP or AFOF under the Venture Capital Act 2002 (Cwlth), part 2 (Registration of limited partnerships); (ii) a venture capital management partnership under the Income Tax Assessment Act 1936 (Cwlth), section 94D (3) (Corporate limited partnerships); or (c) none of the partners is a limited partner; or (d) incorporation of the partnership has been obtained by mistake or fraud; or (e) the partnership exists for an illegal purpose.

(2) If, at least 28 days after the day the notice is given under subsection (1), the commissioner for fair trading is satisfied that the incorporated limited partnership should be required to be wound up, the commissioner may issue a certificate that the incorporated limited partnership be wound up. (3) The certificate is a notifiable instrument. (4) The commissioner for fair trading must give written notice of the issue of the certificate to the incorporated limited partnership as soon as possible after the issue. (5) The commissioner for fair trading must record in the register that the notice has been given as soon as possible after it is given. (6) The commissioner for fair trading may issue a certificate under subsection (2) only if satisfied that good cause has not been shown why the incorporated limited partnership should not be required to be wound up. (7) A notice under subsection (1) or (4) 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 made in accordance with paragraph (a)—by giving public notice.