Limited Partnerships Act 2008

General - Terminating events, liquidation, and deregistration

92: Application of Companies Act 1993

You could also call this:

"Some company rules apply to limited partnerships when they are closing down"

Illustration for Limited Partnerships Act 2008

When a limited partnership is being liquidated, some parts of the Companies Act 1993 apply. These parts are used with some changes to fit the situation of a limited partnership. You need to imagine that when the Companies Act 1993 talks about a company, it is actually talking about a limited partnership.

When the Companies Act 1993 refers to the people in charge of a company, like the board or a director, it is actually talking about the general partners of the limited partnership. The Companies Act 1993 also talks about shareholders, who are people that own part of a company, but in the case of a limited partnership, it is talking about the partners. The rules that govern a company are called its constitution, but for a limited partnership, these rules are called the partnership agreement.

The parts of the Companies Act 1993 that apply are Part 16, except for some specific sections like sections 241(1) to (4), 268, 287, and 313(4). These rules are used as if they were written for limited partnerships, not companies, and they are part of the Companies Act 1993. This means you replace the words "company" with "limited partnership", "board" with "general partners", "director" with "general partner", "shareholders" with "partners", and "constitution" with "partnership agreement".

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Part 2General
Terminating events, liquidation, and deregistration

92Application of Companies Act 1993

  1. Part 16 of the Companies Act 1993 (except sections 241(1) to (4), 268, 287, and 313(4)) applies, with such modifications as may be necessary, in relation to the liquidation of a limited partnership and as if references to—

  2. a company registered under that Act were references to a limited partnership:
    1. the board were references to the general partners:
      1. a director were references to a general partner:
        1. shareholders or persons entitled to surplus assets under the constitution of a company and the Companies Act 1993 were references to partners:
          1. the constitution of a company were references to the partnership agreement of a limited partnership.
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