South Australian Current Regulations

PARTNERSHIP REGULATIONS 2021 - REG 5

5—Winding up of incorporated limited partnership on Commission's certificate

        (1)         The Commission may, by written notice given to an incorporated limited partnership, require the partnership to show good cause as to why it should not be required to be wound up if the Commission considers that—

            (a)         the partnership has ceased to carry on business; or

            (b)         having been registered under Part 3 of the Act on the basis that the partnership is or is intended to be registered as a VCLP, AFOF or ESVCLP under Part 2 of the Venture Capital Act 2002 of the Commonwealth—

                  (i)         the partnership has not, within 2 years after its incorporation, registered under Part 2 of that Act as a VCLP, AFOF or ESVCLP; or

                  (ii)         the partnership's registration under Part 2 of that Act has been revoked; or

            (c)         having been registered under Part 3 of the Act on the basis that the partnership is or is intended to be a venture capital management partnership ("VCMP") within the meaning of section 94D(3) of the Income Tax Assessment Act 1936 of the Commonwealth—it has ceased to meet, or has not within the period of 2 years after its incorporation met, the requirements set out in that section of that Act for recognition as a VCMP; or

            (d)         none of the partners is a limited partner; or

            (e)         incorporation of the partnership has been obtained by mistake or fraud; or

            (f)         the partnership exists for an illegal purpose.

        (2)         If, at the end of 28 days after notice is given under subregulation (1), the Commission is satisfied that—

            (a)         the incorporated limited partnership should be required to be wound up; and

            (b)         good cause has not be shown why the incorporated limited partnership should not be required to be wound up,

the Commission may publish in the Gazette a certificate as to the requirement that the incorporated limited partnership be wound up.

        (3)         The Commission must—

            (a)         as soon as possible after the publication of the certificate—give notice of the publication to the incorporated limited partnership; and

            (b)         as soon as practicable after giving notice of the publication under paragraph (a)—record the giving of the notice in the register.