Section 26Part 5 — Miscellaneous
Power of Court to order winding up
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Except to the extent that the provisions are not consistent with this Act , and in the event of any inconsistencies, this Act shall prevail, and subject to any express provisions of th is Act to the contrary, the provisions of Part 5 of the Companies Act (2025 Revision) and the Companies Winding Up Rules ( 20 23 Consolidation) shall apply to the winding up of a limited liability partnership and for this purpose —
references in Part 5 of the Companies Act (2025 Revision) to a company shall include references to a limited liability partnership;
the partners shall be treated as if those partners were shareholders of a company and references to contributories in Part 5 of the Companie s Act (2025 Revision) shall be construed accordingly, except that the application of the provisions shall not cause a partner to be subject to any greater liability than the partner would otherwise bear under this Act but for the application of this paragr aph;
references in Part 5 of the Companies Act (2025 Revision) to a director or officer of a company shall include references to the managing partner of a limited liability partnership;
except for sections 123, excluding paragraphs (1)(b) and (1)(c ), 129, 140, 145 and 147 of the Companies Act (2025 Revision) , Part 5 shall not apply to a voluntary winding up under subsection (1);
the Insolvency Rules Committee established pursuant to the Companies Act (2025 Revision) shall have the power to make rules and prescribe forms for the purpose of giving effect to this section or the interpretation of this section; and
on application by a partner, creditor or liquidator, the Court may make orders and give directions for t he winding up and dissolution of a limited liability partnership as may be just and equitable.
Notwithstanding that the winding up of a limited liability partnership has commenced, a creditor who has security over the whole or part of the assets of the limited liability partnership is entitled to enforce the creditor ’ s security without the leave of the Court and without reference to the liquidator appointed to wind up the limited liability partnership.
Where a liquidator sells assets on behalf of a secured creditor of a limited liability partnership, the liquidator is entitled to deduct from the proceeds of sale a reasonable sum by way of remuneration.
Where a limited liability partnership is being wound up and a liquidator is appointed, the Registrar shall within twenty - eight days of the appointment be notified of the name and business address of the liquidator.
The winding up of a limited liability partnership shall be deemed to commence upon the earlier to occur of any of the following —
the passing of a resolution for winding up;
any automatic wind up date;
the expiry of the period fixed for the duration of the limited liability partnership by the partnership agreement;
the occurrence of an event provided by the partners hip agreement upon which the limited liability partnership is to be wound up; or
where a winding up order has been made, the presentation of the petition for winding up.