Part 2 – Limited partnerships etc Dissolution, winding up and sequestration Section 129: Dissolution and winding up: modifications of general law
This section amends sections 4 and 6 of the Limited Partnerships Act 1907. Section 4 defines a limited partnership and section 6 modifies the general law in the case of limited partnerships. The amendments to section 4 provide clarity around the status and a liability of a limited partner following dissolution or deregistration of a limited partnership and the amendments to section 6 provide for the dissolution and winding up of a limited partnership. The amendments generally have the effect of changing section 6’s modifications to the general law so those modifications apply to all kinds of limited partnerships, not just private fund limited partnerships.
	The amendment to section 4 clarifies that limited partners are not liable for any new debts and obligations of the limited partnership after its dissolution under section 38 of the Partnership Act 1890.
	New section 6(2A) makes it clear that a limited partnership is not dissolved under the Partnership Act 1890 by the bankruptcy of a partner.
	New section 6(2B) makes it clear that a limited partnership is dissolved if it ceases to have any general partners, if it ceases to have any limited partners, or if each and every general partner is disqualified.
	New section 6(3A) provides for what happens in the event that the limited partnership is dissolved at a time when the firm has at least one general partner who is solvent and not disqualified: those general partners must wind up the partnerships affairs or take all reasonable steps to ensure that its affairs are wound up.
	New section 6(3B) provides for what happens in the event that a firm is dissolved at a time when it does not have a general partner who is solvent and not disqualified: the limited partners must take all reasonable steps to ensure that affairs of the partnership must be wound up by a person who is not a limited partner. Currently, if a limited partner engages in management activity they will lose their limited liability protections (though the limited partners of a limited partnership that is designated as a Private Fund Limited Partnership may engage in a prescribed "whitelist" of actions without compromising their status). The amendments within this section allow a limited partner to appoint a person to wind up the limited partnership without this being classed as management activity which means that the limited partner will not lose their limited liability status.