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PART VI
Dissolution
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Investment limited partnership not terminated by change in limited partners.
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37.—(1) Subject to the provisions of subsection (2) and subject to any express or implied term of the partnership agreement and notwithstanding anything contained in the Act of 1890, an investment limited partnership shall not be terminated or dissolved by—
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(i) a change in any one or more of the limited partners or general partners;
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(ii) the assignment of the whole or part of the partnership interest of a limited partner;
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(iii) the death, incapacity, bankruptcy, removal, resignation, dissolution or winding-up of a limited partner or a general partner, where there is more than one general partner;
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(iv) any one or more of the limited partners or the general partners granting a mortgage or charge or other form of security interest over the whole or part of its partnership interest;
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(v) a sale, exchange, lease, mortgage, pledge or other transfer of any assets of the investment limited partnership.
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(2) Notwithstanding the provisions of subsection (1) and notwithstanding any express or implied term of the partnership agreement to the contrary and subject to subsection (3)—
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(a) the death, incapacity, retirement, bankruptcy, removal, resignation, insolvency, dissolution or winding-up of the sole or last remaining general partner, or
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(b) the withdrawal of the authorisation of the investment limited partnership,
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shall cause the immediate dissolution of the investment limited partnership.
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(3) If within thirty-five days of the date of dissolution of an investment limited partnership due to the circumstances specified in subsection (2) (a) the limited partners unanimously elect one or more new general partners who shall be approved by the Bank, the business of the investment limited partnership shall not be required to be wound up, but may be resumed and continued as provided for in the partnership agreement.
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