81Distribution of assets

81 Distribution of assets (1) On the 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 its winding up on a certificate by the Commissioner; or

Part 3 Incorporated limited partnerships Division 4 Winding up Partnership Act 1997 41 (b) otherwise – must be distributed among the partners in shares proportionate to their respective contribution of capital or property to the partnership. (2) A person aggrieved by the operation of subsection (1) may apply to the Supreme Court for an order for the disposal or distribution of the assets. (3) On the application, the Supreme Court may make any order the Court considers appropriate for the disposal or distribution of the assets. 82 Application of Corporations Act 2001 (1) The winding up of an incorporated limited partnership is declared to be an excluded matter for section 5F of the Corporations Act 2001 in relation to Part 5.7 of that Act. (2) Part 5.7 of the Corporations Act 2001 applies to the partnership as if it were a Part 5.7 body within the meaning of section 9 of that Act, except: (a) the words "or in the public interest" are taken to be inserted in section 583(c)(ii) of that Act after "just and equitable"; and (b) section 583(d) of that Act is taken to be omitted; and (c) with any other necessary changes; and (d) with any other changes prescribed by the Regulations. (3) The Australian Securities and Investments Commission: (a) may perform a function or exercise a power under Part 5.7 of the Corporations Act 2001 as applied by subsection (2) in accordance with an agreement or arrangement referred to in section 11(8) or (9A)(b) of the Australian Securities and Investments Commission Act 2001 (Cth); and (b) is authorised to perform that function or exercise that power under section 11 of that Act. (4) Unless a function or power under Part 5.7 as applied by subsection (2) is conferred on the Australian Securities and Investments Commission as referred to in subsection (3), that Part applies as if a reference in that Part to that Commission were a reference to the Commissioner.

Part 3 Incorporated limited partnerships