Companies Act (Cap. 386), article 51A

51A. (1) The provisions of this article shall apply to a partnership en commandite or limited partnership where, and for as long as, none of the general partners is either an individual o r a body corporate which has its obligations guaranteed by the unlimited and joint and several liability of one or more of its members. (2) A partnership en commandite or limited partnership which, either on formation or at any time thereafter, becomes subject to the provisions of this article shall, within fourteen days, deliver to the Registrar for registration a notice specifying that it is subje ct to this article and that it shall comply with the provisions laid down in this article. (3) When a partnership en commandite or limited partnership ceases to be subject to the provi sions of this article, the par tnership shall, within fourteen days of such cessation, deliver to the Registrar for registration a notice specifying that it is no longer subject to this article and that the provisions of this article shall not apply to such partnership as from the date that it has ceased t o be so subject. (4) Notwithstanding any other penalties imposed by this Act, any partner of the partnership en commandite or limited partnership who fails to comply with the provisions of sub-articles (2) and (3) shall be liable to a penalty, and, for every day during which t he default continued, to a further penalty. (5) The provisions of Chapters IX and X of Part V of this Act, other than the provisions of article 184, shall mutatis mutandis apply to a partnership en commandite or limited partnership subject to this article for as long as such partnership continues to be so subject. (6) Where a partnership en commandite or limited partnership subject to the provisions of this article is dissolved, a liqui dator shall be appointed and the provisions of articles 305 and 306 s hall mutatis mutandis apply. The provisions of article 37(1) and art icle 48 shall not apply. (7) ( a) As soon as the affairs of the partnership en commandite or limited partnership are fully wound up, the liquidator shall make an account of the winding up, showing how the winding up has been conducted and how the property of such partnership has been disposed of, and shall draw up a scheme of distribution and he shall cause the account to be audited by one or more auditors appointed by a decision of the general COMP ANIES [CAP. 386. 31 partners. The liquidator sh all serve on each of the partners a copy of the accounts and of the scheme of distribution, if any, together with the auditors’ report and any explanation thereof. (b) The accounts and the scheme of distribution shall be deemed to have been approved by all the partners if no objection thereto is lodged by application by any of the partners within three months of the service referred to in paragraph (a). (c) The provisions of article 153 shall apply to an auditor appointed in terms of paragraph ( a). Such auditor shall not be a person who has held the office of auditor of the partnership en commandite or limited partnership a t a n y t i m e d u r i n g t h e l a st three years immediately preceding the date of dissolution. (8) The Minister may make regulations for the better carrying out of any of the provisions of t his article; and without preju dice to the generality of the foregoing may, by such regulations, in particular exempt or provide for the exemption of such partners hip en commandite or limited partnership fr om any of the provisions of this Act or of any other law in force, subject to such modifica tions, variations and conditions that may be specified thereunder. Applicability of provisions governing partnerships en nom collectif. Amended by: IV . 2003.35; XVIII.2025.5.