40. General Partnership: dissolution by notice

(1) Subject to any agreement between the partners, if a General Partnership was entered into for an undefined time and for no fixed venture or undertaking, the partnership may be dissolved by any partner giving Written notice to the others of the partner’s intention to dissolve the partnership.

(2) The General Partnership is dissolved on the date mentioned in the notice as the date of dissolution, or, if a date of dissolution is not mentioned, on the day, or the last of the days, the notice is given to the other partners.

41. General Partnership: dissolution by death or bankruptcy

(1) Subject to any agreement between the partners, a General Partnership is dissolved by the death or bankruptcy of any partner.

(2) The remaining partners must notify the Registrar of Companies of the death or bankruptcy.

42. General Partnership: dissolution by illegality

A General Partnership is dissolved by the happening of any event that makes it unlawful for the business, purpose or activity of the partnership to continue.

43. General Partnership: dissolution with consent of Registrar of Companies

(1) If a partner or 2 or more partners of a General Partnership wish to dissolve the partnership by agreement or other voluntary means, other than by an application to the Court under section 44 (General Partnership: dissolution by Court), the partner or partners may request the Registrar of Companies to consent to the dissolution of the partnership.

(2) The Registrar of Companies may give consent to the dissolution of the General Partnership if satisfied that there are no outstanding liabilities to creditors, and there will be no guarantees or other legal obligations on the partnership after its dissolution.

(3) The Registrar of Companies may, in the Registrar’s absolute discretion, refuse to consent to the dissolution of the General Partnership.

44. General Partnership: dissolution by Court

The Court may order the dissolution of a General Partnership, on the application of the Registrar of Companies or a partner, if:

• (a) a partner, other than the partner instituting the proceeding, is under a disability or is otherwise incapable of performing the partner’s part of the partnership agreement; or
• (b) a partner, other than the partner instituting the proceeding, has Contravened the law and, in the opinion of the Court, that partner will prejudicially affect the conduct of business in or from the AIFC; or
• (c) a partner, other than the partner instituting the proceeding:

(i) has wilfully or persistently Contravened the partnership agreement or any AIFC Regulations or AIFC Rules; or

(ii) has otherwise behaved in matters relating to the partnership business, purpose or activity in a way that it is not reasonable for the other partner or partners to conduct the business, purpose or activity in partnership with that partner; or

• (d) the business, purpose or activity of the General Partnership is being conducted at a loss; or
• (e) circumstances have arisen that, in the opinion of the Court, make it just and equitable that the partnership be dissolved; or
• (f) it is in the interests of the AIFC to make an order dissolving the partnership.