S.L. 370.53 Art. 28Dissolution of a Special Limited Partnership Fund.

(1) A Special Limited Partnership Fund shall be dissolved upon the occurrence of any of the following events:

(a) upon the happening of any event specified in the Partnership Agreement;

(b) upon the date fixed for its duration in the Partnership Agreement, if any, unless a return or notice of its extension is notified to the competent authority in terms of regulation 9(2) or (3) not less than fifteen (15) days before the date so fixed;

(c) upon the written agreement of all partners that the Special Limited Partnership Fund shall be dissolved;

(d) if there is no general partner for a period of six (6) months, or if there is no commercial partnership admitted as a PARTNERSHIP FUNDS)

general partner pursuant to regulation 5(1)(a)(ii) for a period of six (6) months;

(e) if there is no limited partner for a period of six (6) months.

(2) Where no general partner remains, the limited partners may, for the said period of six (6) months, appoint one of their number or any other person for the performance of acts of ordinary administration and any limited partner or other person appointed pursuant to the provisions of this sub-regulation shall not incur any liability which would otherwise be incurred under these regulations for performing acts of ordinary administration during the said six (6) month period.

(3) Subject to the provisions of the Partnership Agreement and paragraphs (a), (d) and (e) of sub-regulation (1) and without prejudice to paragraph (c) of sub-regulation (1), a Special Limited Partnership Fund shall not be dissolved by any change in the limited partner or general partner, or by the bankruptcy, insolvency, death, retirement, removal, resignation, legal incapacity or interdiction or dissolution of any limited partner or general partner whether an individual, partnership, company or other body corporate.

(4) Upon the dissolution of a Special Limited Partnership Fund its affairs shall, unless otherwise stated in the Partnership Agreement and unless a liquidator has been appointed by the Court under regulation 29(2) or by the partners, the affairs of a Special Limited Partnership Fund shall be wound up by the general partners.