Winding-up

(1) Subject to section 25(2) – (a) in the event of the dissolution of a limited liability partnership in the circumstances described in section 27 (1), its affairs shall be wound-up by the person who, at the time of dissolution, was the last remaining partner or, if the partner is deceased, his personal representatives; and (b) in the event of the dissolution of a limited in any circumstances, its affairs shall be wound-up by a person appointed by the partners for that purpose or, if no such person has been appointed, by the designated partner. (2) The Court may appoint a person to wind-up the affairs of a limited liability partnership upon the application of– (a) a partner of the limited liability partnership; (b) a creditor of the limited liability partnership; or (c) where the limited liability partnership is dissolved on the death of a partner, the personal representatives of the deceased (3) After the dissolution of a limited liability partnership, section 16 (2) to (4), shall only continue to apply so far as may 29 be necessary or desirable to achieve a beneficial winding-up of its affairs or to such lesser extent as the partnership agreement may provide. (4) Upon the dissolution of a limited liability partnership in the circumstances described in section 22 (1), or upon the limited liability partnership ceasing to have two or more partners at any time during the winding-up of its affairs following its dissolution in any other circumstances– (a) the limited liability partnership shall cease to be a legal person; (b) the limited liability partnership property vested in the limited liability partnership and the beneficial interest of the limited liability partnership in any limited liability partnership property held by any person on its behalf, shall vest in the person responsible for winding-up the affairs of the limited liability partnership; (c) any proceedings which might have been continued or commenced against the limited liability partnership may be continued or commenced against the person responsible for winding-up the affairs of the limited liability partnership in his capacity as such; and (d) any judgment obtained against the limited liability partnership prior to its ceasing to have two or more partners and any judgment obtained against the person responsible for winding-up the affairs of the partnership in his capacity as such in any proceedings continued or commenced in accordance with paragraph (c) of this sub-section shall only be enforceable against the limited liability 30 (5) Where the name of a limited liability partnership is inscribed in the Registry as the holder of, or having an interest in, immovable property, the person responsible for winding-up the affairs of the limited liability partnership, in whom that property or interest vests by virtue of sub-section (4) (b), shall deliver to the Registrar notice of the name of the person responsible for winding-up the affairs of the limited liability partnership and in whom the property has vested, within twenty- eight days after the property so vests. (6) If default is made in compliance with sub-section (5), the person responsible for winding-up the affairs of the limited liability partnership commits an offence.