Terminating a limited partnership

Grounds for terminating a limited partnership

A limited partnership can be terminated under the following circumstances.

• The occurrence of an event, or the expiry of a period of time after which, under the partnership agreement, the limited partnership terminates.
• A resolution is made by the limited partnership that the limited partnership be terminated.
• The limited partnership has either no general, or limited partners, for more than 10 working days.
• The limited partnership agreement has lapsed for 10 working days or more.

Liquidation options

When a termination event occurs, the limited partnership may, by resolution, appoint a liquidator to the limited partnership.

Alternatively, a general partner, limited partner, creditor, or the Registrar may make application to the Court to place the limited partnership in liquidation.

A liquidator must be a licensed insolvency practitioner.

The limited partnership is deregistered at the completion of the liquidation.

Liquidation documents

Any liquidator appointed following a terminating event must file a notice of their appointment with us before the end of the next working day following their appointment.

Please use this Notice of Appointment form to file your appointment with us.

Liquidators must also prepare and send us regular reports on the conduct of the liquidation.

All documents are uploaded via the 'Lodge External Administration Documents' service.

1. Log in to your online services account.
2. On the dashboard, select the limited partnership from your 'My Businesses' list.
3. Select 'Maintain Limited Partnership' and choose 'Lodge External Administration Documents'.
4. Choose the relevant document category and type.
5. Upload the document and click 'Submit'.

The liquidation provisions of the Companies Act 1993 that apply

The liquidation provisions outlined in Part 16 of the Companies Act 1993 — with the exception of sections 241(1) to (4), 268 and 314(4) — apply to liquidation of a limited partnership, as if references to:

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

Other guides in

Deregistering a limited partnership

• Applying to deregister a limited partnership
• Deregistration by the Registrar
• Objecting to deregistration

Other help topics