International Limited Partnership Order, 2000 · As enacted
12. Dissolution of ILP
Official textFrom Attorney General's Chambers, unchanged
Notwithstanding anything in the Partnership Act, 1890 of the United
Kingdom, but subject to any provision of the partnership agreement, an ILP shall not be terminated by -
partnership agreement
"partnership agreement" means a written agreement which is governed by the laws of Brunei Darussalam and which provides for the establishment of a partnership as an ILP and regulates the affairs of the partnership, the conduct of its business and the rights and obligations of the partners, and if such an agreement is amended at any time, the agreement as amended shall be the partnership agreement;
{a)
a change in any one or more of the limited partners or general partners;
the assignment of the whole or part of the partnership interest of a limited partner;
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{c} the death, incapacity, bankruptcy, removal, resignation, dissolution, insolvency or winding up of a limited partner or, if there is more than one general partner, of a general partner;
{d/ any one or more of the limited partners granting a mortgage or charge or other form of security interest over the whole or part of his partnership interest;
{e)
a sale, exchange, lease, mortgage, pledge or other form of transfer of any asset of the ILP.
Notwithstanding anything in the partnership agreement or any other contract, the death, incapacity, bankruptcy, removal, resignation, dissolution, insolvency or winding up of the sole or last remaining general partner shall cause the immediate dissolution of the ILP which, subject to subsection (3), shall be wound up in accordance with the partnership agreement, but subject to any order or direction of the court under subsection (5).
insolvency
"insolvency", in relation to an ILP, means that the general partner is unable to pay the debts and obligations of the ILP (otherwise than in respect of liabilities to partners on account of their partnership interests) in the ordinary course of business as they fall due out of the assets of the ILP (without recourse to the separate assets of the general partner not contributed to the ILP) and "solvent" shall be construed accordingly;
If, within the period of thirty-five days of the date of dissolution of an
ILP by virtue of subsection (2), the limited partners unanimously elect one or more new general partners,· the business of the ILP shall not be required to be wound up as required by that subsection but may be resumed and continued as provided for in the partnership agreement.
ILP
"ILP" means an international limited partnership, within the meaning of section 4;
An ILP shall not be dissolved by an act of the partners unless a notice of dissolution, signed by the general partner or, if more than one, at least one general partner, is filed with the ILP Registrar, accompanied by such fee as may be prescribed by regulations.
general partner
"general partner" means a person who has been admitted to a partnership as a general partner in accordance with the partnership agreeinent and who is named as a general partner in the statement:&led with the ILP Registrar pursuant to section 13;
On an application by a partner or creditor, the court may decree dissolution of an ILP in the manner provided for the winding up of unregistered companies pursuant to Part VIII of the Companies Act (Chapter 39) and may make such other or further orders and directions for the winding up of its affairs as may be just and equitable.
Subject to any orders or directions of the court under subsection (5), in the event of the dissolution of an ILP, its affairs shall be wound up by the general partner or, if there is more than one, all of them.
Where an ILP is, by the terms of the partnership agreement, for a fixed period of time, the ILP shall be dissolved on the expiry of that period.
Terms defined in s 2
general partner
Defined · s 2"general partner" means a person who has been admitted to a partnership as a general partner in accordance with the partnership agreeinent and who is named as a general partner in the statement:&led with the ILP Registrar pursuant to section 13;
ILP
Defined · s 2"ILP" means an international limited partnership, within the meaning of section 4;
ILP Registrar
Defined · s 2"ILP Registrar" means such person as is appointed by His Majesty the Sultan and Yang Di-Pertuan as the Registrar of International Limited Partnerships for the purposes of this Order;
insolvency
Defined · s 2"insolvency", in relation to an ILP, means that the general partner is unable to pay the debts and obligations of the ILP (otherwise than in respect of liabilities to partners on account of their partnership interests) in the ordinary course of business as they fall due out of the assets of the ILP (without recourse to the separate assets of the general partner not contributed to the ILP) and "solvent" shall be construed accordingly;
limited partner
Defined · s 2"limited partner" means a person who has been admitted to an ILP as a limited partner and who has complied with section 6;
partnership agreement
Defined · s 2"partnership agreement" means a written agreement which is governed by the laws of Brunei Darussalam and which provides for the establishment of a partnership as an ILP and regulates the affairs of the partnership, the conduct of its business and the rights and obligations of the partners, and if such an agreement is amended at any time, the agreement as amended shall be the partnership agreement;