Companies Act (Cap. 386), article 66

66. (1) Without prejudice to the foregoing provisions of this Part, the capital of a partnership en commandite or limited partnership may be divided into shares. (2) The provisions of this Act relating to shares in a company other than the provisions of article 72 shall apply to the shar es in a partnership en commandite or limited partnership in so far as they are not inconsistent with the fo regoing provisions of this Part . (3) The provisions of Chapters IX and X of Part V of this Act, other than for the provisions of article 184, shall apply to a partnership en commandite or limited partnership, the capital of which is divided into shares. ( 4 ) I t s h a l l b e t h e d u t y o f t h e p a r t n e r v e s t e d w i t h t h e administration or representation of a partnership en commandite or limited partnership, the capital of which is divided into share s, to deliver to the Registrar for regi stration the instrument or a c opy thereof as required by article 19 altering or adding to the dee d of partnership within fourteen days from the date of the said alte ration or addition, together with a printed copy of the deed of partne rship, as amended; and any previous amended text of the deed of partnership may be discarded by the Registrar when a subsequent amended text is delivered to him for registration: 34 CAP. 386.] COMP ANIES Provided that in the event of a discrepancy between the text of any amended deed of partnership and the text of the original deed of partnership registered in accordance with the provision s of article 16, the latter text togeth er with any instruments regis tered in accordance with the provisions of sub-article (4), shall prevai l. (5) The provisions of article 78, of article 137(4), (5) and (6) and of article 142(2) shall apply to a partnership en commandite or limited partnership, the capital of which is divided into share s, with the substitution of references to partners vested with administ ration or representation for references to directors, officials or the Board of directors; with the substitution of references to partnershi p en commandite or limited partnership, the capital of which is divided into shares, for references to company; with the substitution o f references to deed of partnership for references to memorandum or memorandum and articles; with the substitution of partners for references to shareholders; and, with regard to article 137(5), with the substitution of the term "a decision of the partners" for t he term "any resolution of the general meeting or from a decision of th e Board of directors". (6) If default is made in complying with the provisions of sub- article (4), every partner vested with the administration or representation of a partnership en commandite or limited partnership the capital of which is divided into shares who is in default shall be liable to a penalty, and for every day during which the default continues, to a further penalty. (7) A partnership en commandite or limited partnership, the capital of which is not divided into shares, may change its sta tus to a partnership en commandite or limited partnership, the capital of which is divided into shares, by a decision taken in accordance with the provisions of the deed of partnership, or, in the absence o f any such provision, with the consent of all the partners, both gene ral and limited: Provided that where one or m ore limited partners, holding in the aggregate not more than one-fourth of the total contribu tion of the limited partner s, have not given their consent the partn ership en commandite or limited partnership may nevertheless proceed with the change of its status, but it shall be required, for th e purpose of such change, to liquidate and re-imburse to every partner who has not given his consent, if he so requests, his i nterest in the partnership en commandite or limited partnership on such terms as may be agreed, or as the court, on a demand of either the partnership or the limited par tner, may deem fit to order. (8) A partnership en commandite or limited partnership, the capital of which is divided into shares, may change its status to a partnership en commandite or limited partnership, the capital of which is not divided into shares, by a decision taken in accord ance 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 general and limited: Provided that where one or m ore limited partners, holding in the aggregate not more than o ne-tenth of the share capital o f the COMP ANIES [CAP. 386. 35 partnership, have not given their consent, the partnership en commandite or limited partnership may nevertheless proceed with the change of its status, but it shall be required, for the pur pose of such change, to redeem the shares held by every partner in the partnership en commandite or limited partnership who has not given his consent, if he so requests, on such terms as may be a greed or as the court on a demand of either the partnership or of the limited partner may deem fit to order. ( 9 ) I t s h a l l b e t h e d u t y o f t h e p a r t n e r v e s t e d w i t h t h e administration or representation of a partnership en commandite or limited partnership, which has decided to change its status in accordance with sub-article (7), to deliver to the Registrar fo r registration the instrument or a copy thereof as required by ar ticle 19, altering or adding to the deed of partnership together with a printed copy of the deed of par tnership as amended, and the provisions of sub-article (4) shall thereafter apply to the partnership. (10) It shall be the duty of the partner vested with the administration or representation of a partnership en commandite or limited partnership which has decided to change its status in accordance with sub-article (8), t o deliver to the Registrar fo r registration, the instrument or a copy thereof as required by a rticle 19, altering or adding to the deed of partnership together with a printed copy of the deed of par tnership as amended, and the provisions of sub-article (4) shall thereafter no longer apply to the partnership. (11) The change of status referred to in sub-article (7) or in s ub- article (8) shall not take effect unless and until it is regist ered as required by sub-article (9) or by sub-article (10) respectively , of this article. (12) (a)W h e r e a p a r t n e r s h i p en commandite or limited partnership, the capital of which is divided into shares, is dissolved and a liquidator has been appointed, as soon as the affairs of the 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 the partnership en commandite or limited 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 partners. The liquidator shall by judicial act serve on each of the partners a copy of the accounts and of t he scheme of distribution, if any, together with the auditors’ report and giving 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 sworn application by any of the partners within three months of the service of the judicial act refer red to in paragraph ( a). (c) The provisions of article 153 shall apply to an auditor 36 CAP. 386.] COMP ANIES 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 at any time during the last three years immediately preceding the date of dissolution. Partnership en commandite or limited partnership. Added by: IV . 2003.40. Amended by: XV . 2007.5; XIX. 2010.29; XX. 2013.74; V .2020.20. Cap. 370.