Short Title and Interpretation Nature of Partnership Partner Relations to Other Persons Relations of Partners to One Another Dissolution of Partnership Limited Partnerships Limited Partnerships (2) Miscellaneous Licence Fees Fees Paid to the Registrar

(10) A copy of the petition referred to in subsection (9) shall be served on the limited partnership at least seven clear days before the day set by the Court for the hearing thereof.

(11) If the Court, on the hearing of the petition referred to in subsection (9) is satisfied that the limited partnership, or any officer, agent or employee of the dlimited partnership has done anything in contravention of the provisions of this Act, the Court may

(a) make an order for the dissolution of the limited partnership;

(b) impose a fine not exceeding five thousand dollars on the limited partnership;

(c) impose a like fine on any partner or resident agent or nay officer, agent or employee of the limited partnership who knowingly and wilfully authorised or submitted the contravention; or

(d) make an order under paragraph

(a) and impose a fine under paragraph (b) and (c).

(12) Any proceedings in connection with the holding of an investigation by an inspector in pursuance of the provisions of this section shall, for the purposes of the Perjury Act be deemed to be an enquiry held before a commissioner.

99. (1) The Minister may, at any time, if he to require thinks there is good reason to do so, require production of a limited partnership, a partner or the documents. registered agent of a limited partnership to produce at the time and place as may be specified in the directions, to the public servant specified by the Minister in the directions, the books and documents as may be so specified.

(2) The Minister or the public servant specified by the Minister in the directions referred to in subsection (1) may take copies of any books and papers produced and require any past or present, partner, registered agent, officer or agent of a limited partnership to provide an explanation of any of them or make a statement in relation to any of them.

(3) A partner, registered agent, officer or agent of a limited partnership who refuses to produce books or papers as required under subsection (1) commits an offence and shall be liable on summary conviction to a fine of five thousand dollars.

(4) A past or present partner, registered agent, officer or agent of a limited partnership who refuses to provide an explanation or make a statement as required by subsection (2) commits an offence and shall be liable on summary conviction to a fine of five thousand dollars.

(5) If the requirement to produce books or papers is not complied with, a magistrate may, if satisfied on information on oath laid under the authority of the Minister that there are reasonable grounds for suspecting that there are any books or papers of which production has been required under subsection (1), issue a warrant authorising any member of the Royal Virgin Islands Police Force together with any other persons named in the warrant to enter the premises specified in the warrant, using such force as is reasonably necessary for the purpose, and to search the premises and take possession of any books or papers appearing to be the books or papers, the production of which have been required under subsection (1) and to take any other steps which may appear necessary for preserving them or preventing interference with them.

(6) A warrant issued under subsection (5) continues in force until the end of one month after the date on which it is issued.

(7) A person who

(a) obstructs the exercise of a right of entry or search conferred by a warrant issued under this section, or

(b) obstructs the exercise of a right conferred by a warrant issued under this section to take possession of any books or papers, commits an offence and shall be liable on summary conviction to a fine of five thousand dollars.

(8) Any books or papers of which possession is taken under this section may be retained for a period not exceeding three months unless within that period there are commenced criminal proceedings to which the books or papers are relevant, in which case, they may be retained until the conclusion of those proceedings.

100. Nothing in sections 98 and 99

(a) compels the production by any person of any book or document which he would, in an action in the High Court, be entitled to refuse to produce on grounds of legal professional privilege;

(b) authorises the taking of possession of any such book or document which is in the person's possession; or

(c) requires the disclosure by any person to the Minister or to an inspector appointed by the Minister of information which in an action in the High Court that person would be entitled to refuse to disclose on grounds of legal professional privilege except, if he is a lawyer, the name and address of his client.

101. (1) Subject to subsections (2) and (3), security of no information or document which has been information obtained under section 99 and which relates to obtained. any person shall, without the previous consent in writing of that person, be published or disclosed unless the publication or disclosure is required

(a) with a view to the institution of or otherwise for the purpose of criminal proceedings;

(b) for the purpose of the examination of any person by inspectors appointed under section 98 in the course of their investigation;

(c) for the purposes of proceedings under subsections (3), (4) and (7) of section 99;

(d) for the purpose of enabling or assisting an official receiver to discharge his functions under enactments relating to insolvency or for the purpose of enabling or assisting a body which is for the time being a recognised professional body for the purposes of any insolvency enactment to discharge its functions as such;

(e) with a view to the institution of, or otherwise for the purpose of, any disciplinary proceedings relating to the exercise by a lawyer, auditor, accountant, valuer or actuary of his professional duties; or

(f) for the purpose of enabling or assisting an authority in a country or territory outside the Territory to exercise functions corresponding to those of the Inspector of Banks and Trust Companies, the Inspector of Company Managers, the Insurance Supervisor appointed respectively under the provisions of the Banks and Trust Companies Act, the Company Management Act and the Insurance Act or any Act amending or substituted for those Acts.

(2) Any information or document obtained under section 99 may without the consent of the person to whom it relates, be published or disclosed to

(a) the Minister;

(b) an inspector appointed by the Minister under section 100;

(c) the Attorney General;

(d) the Inspector of Banks and Trust Companies;

(e) the Inspector of Company Managers;

(f) the Insurance Supervisor;

(g) any authority designated for the purpose under subsection (3).

(3) The Minister may by order published in the Gazette designate any public or other authority to be an authority to which information obtained under section 99 may be published or disclosed subject to such conditions and restrictions as he may deem appropriate and such order shall be subject to annulment pursuant to a resolution of the Legislative Council.

(4) The Minister may, if he thinks fit, disclose any information obtained under sections 98 and 99 to

the persons listed at paragraphs (b) to (g) of subsection (2) in any circumstances in which or for any purpose for which the preceding subsections of this section do not preclude disclosure.

102. Subject to sections 35 (1) and 108, partners in the event of a dissolution under this Act event of the general partners may only dissolution.

(a) authorise a liquidator, who shall not be a body corporate, to carry on the business of the limited partnership if the liquidator determines that to do so would be necessary or in the best interests of the limited partnership or its creditors; and

(b) determine to rescind the articles of dissolution as permitted under section 106.

103. (1) A liquidator shall, upon his liquidator. appointment by a limited partnership and upon the commencement of a winding-up proceed

(a) to identify all assets of the limited partnership;

(b) to identify all creditors of and claimants against the limited partnership;

(c) to pay or provide for the payment of, or to discharge, all claims, debts, liabilities and obligations of the limited partnership;

(d) to distribute any surplus assets of the limited partnership to the partners in accordance with the actions and transactions of the liquidator;

(e) to prepare or cause to be prepared a statement of account in respect of the actions and transactions of the liquidator; and

(f) to send a copy of the statement of account to all partners if so required by the plan of dissolution required by section 105.

104. In order to perform the duties liquidator. imposed on him under section 105, a liquidator has all powers of the general partners including, but not limited to, the power

(a) to take custody of the assets of the limited partnership and in connection therewith, to register any property of the limited partnership in the name of the liquidator or that of his nominee;

(b) to sell any assets of the limited partnership at public auction or by private sale without any notice;

(c) to collect the debts and assets due or belonging to the limited partnership;

(d) to borrow money from any person for any purpose that will facilitate the winding-up and dissolution of the limited partnership and to pledge or mortgage any property of the limited partnership as security for any such borrowing;

(e) to negotiate, compromise and settle any claim, debt, liability or obligation of the limited partnership;

(f) to prosecute and defend, in the name of the limited partnership or in the name of the liquidator or otherwise, any action or other legal proceedings;

(g) to retain solicitors, accountants and other advisers and appoint agents;

(h) to carry on the business of the limited partnership, if the liquidator has received authorisation to do so in the plan of liquidation or by the general partners as permitted under section 102, as the liquidator may determine to be necessary or to be in the best interests of the creditors or the partners;

(i) to execute any contract, agreement or other instrument in the name of the limited partnership or in the name of the liquidator; and

(j) to make any distribution in money or in other property or partly in each, and if in other property, to allot the property, or an undivided interest therein, in equal or unequal proportions.

(2) Notwithstanding paragraph (h) of subsection (1), a liquidator shall not, without the permission of the court, carry on for a period in excess of 2 years the business of a limited partnership that is being wound up and dissolved under this Act.

105. (1) The general partners of a limited winding-up and partnership required or proposing under this dissolution. Act to wind up and dissolve shall approve a plan of dissolution containing

(a) a statement of the reason for the winding-up and dissolution;

(b) a statement that the limited partnership is, and will continue to be, able to discharge or pay or provide for the payment of all claims, debts, liabilities and obligations in full;

(c) a statement that the winding up will commence on the date when articles of dissolution are submitted to the Registrar or on such date subsequent thereto, not exceeding thirty days, as is stated in the articles of dissolution;

(d) a statement of the estimated time required to wind up and dissolve the limited partnership;

(e) a statement as to whether the liquidator is authorised to carry on the business of the limited partnership if the liquidator determines that to do so would be necessary or in the best interests of the limited partnership or creditors;

(f) a statement of the name and address of each person to be appointed a liquidator and the remuneration proposed to be paid to each liquidator; and

(g) a statement as to whether the liquidator is required to send to all partners a statement of account prepared or caused to be prepared by the liquidator in respect of his actions or transactions.

(2) After approval of the plan of dissolution, articles of dissolution shall be executed by the limited partnership and shall contain

(a) the plan of dissolution; and

(b) the manner in which the plan of dissolution was authorised.

(3) The general partners of a limited partnership shall submit articles of dissolution to the Registrar who shall retain and register them and within thirty days immediately following the date on which the articles of dissolution are submitted to the Registrar, the general partners of the limited partnership shall cause to be published, in the Gazette, and in a publication of general circulation in the Territory, a notice stating

(a) that the limited partnership is in dissolution;

(b) the date of commencement of the dissolution; and

(c) the names and addresses of the liquidators.

(4) A winding-up and dissolution commences on the date the articles of dissolution are registered by the Registrar or on such date subsequent thereto, not exceeding thirty days, as is stated in the articles of dissolution.

(5) A liquidator shall, upon completion of a winding-up and dissolution, submit to the Registrar a statement that the winding-up and dissolution has been completed in accordance with this Act and upon receiving the notice, the Registrar shall

(a) strike the limited partnership off the register; and

(b) issue a certificate of dissolution under his hand and seal certifying that the limited partnership has been dissolved.

(6) Where the Registrar issues a certificate of dissolution under his hand and seal certifying that the limited partnership has been dissolved,

(a) the certificate is prima facie evidence of compliance with all requirements of this Act in respect of dissolution; and

(b) the dissolution of the limited partnership is effective from the date of issue of the certificate.

(7) Immediately following the issue by the Registrar of a certificate of dissolution under subsection (5), the liquidator shall cause to be published, in the Gazette, and in a publication of general circulation in the Territory, a notice that the limited partnership has been dissolved and has been struck off the register.

(8) A general partner of a limited partnership that contravenes subsection (3) commits an offence and shall be liable on summary conviction to a penalty of $100.00 and shall be liable to the same penalty for each day or part thereof during which the contravention continues.

106. (1) A limited partnership may, prior to dissolution. submitting to the Registrar the articles of dissolution specified in subsection (3) of section 105, rescind the articles of dissolution by notice in writing to the Registrar.

(2) A copy of the notice referred to in subsection (1) shall be submitted to the Registrar who shall retain and register it in the register.

(3) Within 30 days immediately following the date on which the notice referred to in subsection (1) has been submitted to the Registrar, the limited partnership shall cause a notice stating that the limited partnership has rescinded its intention to wind up and dissolve to be published in the Gazette, and in a publication of general circulation in the Territory.

107. (1) Where, in the event of dissolution other than a dissolution by the Court, limited partnership unable to pay

(a) the general partners of a claims, etc. limited partnership have reason to believe that the limited partnership will not be able to pay or provide for the payment of or discharge all claims, debts, liabilities and obligations of the limited partnership in full, or

(b) the liquidator after his appointment has reason so to believe, then, the general partners or the liquidator, as the case may be, shall immediately give notice of the fact to the Registrar.

(2) Where notice has been given to the Registrar under subsection (1), all winding-up and dissolution proceedings after the notice has been given shall be in accordance with the Cap. 285 provisions of the Companies Act relating to winding-up and dissolution and those provisions shall apply mutatis mutandis to the winding-up and dissolution of the limited partnership.

108. Where dissolution of a limited dissolution partnership is ordered by the Court under ordered by the section 37, the Court may make such orders and court.give such directions for the winding-up of the limited partnership as it deems just and equitable in the circumstances.