Limited Partnerships Act 2016

An incorporated limited partnership may be wound up voluntarily —

under the partnership agreement; or

subject to the partnership agreement, if the limited partners so resolve by special resolution.

In subsection (1) —

On a voluntary winding up of an incorporated limited partnership —

if the partnership agreement sets out how the assets are to be dealt with on a voluntary winding up — the assets must be dealt with under the partnership agreement; or

otherwise — the assets must be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.

Any person aggrieved by the operation of this section in relation to the assets of an incorporated limited partnership may apply to the court.

On an application under subsection (4), the court may make any order relating to the disposal of the assets that it considers appropriate.