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Partnership Act 1997
77Voluntary winding up
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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.