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Limited Partnerships Act 2008

General - Terminating events, liquidation, and deregistration

98A: Deregistration by Registrar

You could also call this:

"What happens when a limited partnership is removed from the official list by the Registrar."

Illustration for Limited Partnerships Act 2008

The Registrar must deregister a limited partnership if you do not comply with certain rules, such as section 8(1) or (4). The Registrar can also deregister you if they think you are not doing business and there is no good reason for you to keep existing. You can be deregistered if you fail to respond to a requirement made under section 78(2)(aaa) or (a).

The Registrar can deregister you if they think you or your general partners have not responded to a requirement made under section 78F, 78G, or 78H. You can also be deregistered if the Registrar thinks you have given them wrong information on purpose.

The Registrar might choose not to deregister you even if they think you have done something wrong. When the Registrar deregisters a limited partnership, some rules from the Companies Act 1993 apply, but with some changes to fit limited partnerships.

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Part 2General
Terminating events, liquidation, and deregistration

98ADeregistration by Registrar

  1. Subject to this section, the Registrar must deregister a limited partnership if—

  2. the limited partnership does not comply with section 8(1) or (4); or
    1. the Registrar has reasonable grounds to believe that—
      1. the limited partnership is not carrying on business; and
        1. there is no proper reason for the limited partnership to continue in existence; or
        2. the limited partnership has failed to respond to a requirement made under section 78(2)(aaa) or (a); or
          1. the Registrar has reasonable grounds to believe that the limited partnership, or 1 or more of its general partners, has failed to respond to a requirement made in relation to that or another limited partnership under section 78F, 78G, or 78H; or
            1. the Registrar has reasonable grounds to believe that the limited partnership, or 1 or more of its general partners, has intentionally provided the Registrar with inaccurate information; or
              1. the Registrar has reasonable grounds to believe that the limited partnership, or 1 or more of its general partners, has failed to comply with duties relating to the limited partnership under this Act in a persistent or serious way.

                1. The Registrar may choose not to proceed with a deregistration despite subsection (1)(e) or (f) applying.

                2. Sections 318(4) and (4A), 319, and 321 to 323 of the Companies Act 1993 apply, with such modifications as may be necessary, to the deregistration of a limited partnership under this section as if references to—

                3. a company were references to a limited partnership:
                  1. a director were references to a general partner:
                    1. a shareholder were references to a partner:
                      1. the constitution were references to the partnership agreement:
                        1. a board were references to the general partners.

                          Notes
                          • Section 98A: inserted, on , by section 29 of the Limited Partnerships Amendment Act 2014 (2014 No 47).