Companies Act (Cap. 386), article 330

330. (1) A commercial partnership (in this Chapter referred to as "the commercial partnersh ip to be converted") may, by complying with the requirements prescribed in relation to the formation, share capital and validity of the kind of commercial partnership into which it is to be converted, be converted into a commercial partnership of that kind (in this Chapter referred t o as "the commercial partnership re sulting from the conversion"). (2) Where the commercial partnership to be converted is either an en nom collectif or an en commandite or limited partnership the conversion may only be made by a decision taken in accordance with the provisions of the deed of partnership or, in the absen ce of any such provision, with the consent of all the partners both g eneral and limited: Provided that where one or more limited partners holding in the aggregate not more than one-fourth of the total contributio n of the limited partners of a partnership en commandite or limited partnership, the capital of which is not divided into shares, o r one- tenth of the share capital of the partnership en commandite or limited partnership, the capital of which is divided into share s, have not given their consent, the commercial partnership may nevertheless proceed with the conversion, but it shall be requi red, for the purposes of the conver sion, to liquidate and re-imburse to 212 CAP. 386.] COMP ANIES every limited partner who has not given his consent, if he so requests, his interest in the co mmercial partnership or to rede em the shares held by him on such terms as may be agreed or as the cou rt, on a demand of either the commer cial partnership or the limited partner, thinks fit to order. (3) Where the commercial partnership to be converted is a company, whether public or private, the conversion may only be made if it has been approved by a n extraordinary resolution tak en at a general meeting of the company. The company shall be required, for the purpose of the conversion, to redeem the shar es held by the dissenting members, i f they so request, on such ter ms as may be agreed or as the court, on a demand of either the compan y or the dissenting members, thinks fit to order. (4) The commercial partnership to be converted shall be dissolved without having to be wound up in accordance with the provisions of Title II of Part V of this Act in relation to a c ompany and with the relevant provisions of Part III of this Act in rel ation to the other kinds of commercial partnerships; and dissolution sha ll be deemed to take place when the conversion becomes effective in accordance with the provisions of article 332. Registration of the conversion of commercial partnerships.