77Voluntary winding up

77 Voluntary winding up (1) An incorporated limited partnership may be wound up voluntarily: (a) if the partnership agreement sets out the terms on which it may be wound up voluntarily – in accordance with the agreement; or (b) otherwise – subject to the agreement, by a special resolution of the limited partners in the partnership. (2) On the voluntary winding up of the partnership, its assets: (a) must be dealt with in accordance with the partnership agreement if the agreement sets out how they are to be dealt with on a voluntary winding up; or (b) otherwise – must be distributed among the partners in shares proportionate to their respective contribution of capital or property to the partnership. (3) A person aggrieved by the operation of subsection (2) may apply to the Supreme Court for an order for the disposal or distribution of the assets. (4) On the application, the Supreme Court may make any order the Court considers appropriate for the disposal or distribution of the assets.