78Winding up on certificate

78 Winding up on certificate (1) The Commissioner may, by notice given to an incorporated limited partnership, require it to show cause why it should not be wound up. (2) The Commissioner may do so if the Commissioner considers: (a) the partnership has stopped carrying on business; or (b) none of the partners in the partnership is a limited partner; or (c) the partnership exists for an illegal purpose; or Part 3 Incorporated limited partnerships Division 4 Winding up Partnership Act 1997 39 (d) the partnership's registration was obtained by a mistake or fraud; or (e) the partnership: (i) is registered on the basis that it is, or intended to be, a VCLP, AFOF or VCMP; and (ii) has stopped being, or has not within 2 years after its registration, become a VCLP, AFOF or VCMP. (3) The Commissioner may issue a certificate for the winding up 28 days after giving the notice or at a later time. (4) The Commissioner may issue the certificate only if the Commissioner is satisfied the partnership: (a) should be wound up at that time; and (b) has not shown cause why it should not be wound up. (5) The Commissioner must: (a) as soon as possible after issuing the certificate: (i) publish a notice of the certificate in the Gazette; and (ii) give a notice of the certificate to the partnership; and (b) as soon as possible after giving the notice referred to in paragraph (a)(ii), record in the register that the notice has been given. (6) The Commissioner must give a notice under subsection (1) or (5)(a)(ii) by: (a) serving it on the partnership at its registered office; or (b) if serving it at the registered office is not reasonably practicable – publishing it in a newspaper circulating generally in the Territory.