Malaysia legislation
Section 26
of LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010
Section 26
(a)
where the sole or last remaining general partner is an individual, his death, legal incapacity, bankruptcy, retirement or withdrawal from the Labuan limited partnership; and
(b)
where the sole or last remaining general partner is a corporation, its winding-up or dissolution in other form, bankruptcy or withdrawal from the Labuan limited partnership, shall cause the immediate dissolution of the Labuan limited partnership which shall forthwith be wound up—
(A)
in accordance with the partnership agreement; or
(B)
in accordance with the directions of the court on the application of a limited partner or a creditor of the
Labuan limited partnership.
Act 707
(2)
A Labuan limited partnership shall not be required to be wound up under subsection (1) if, within sixty days of the dissolution, the limited partners, either unanimously or as otherwise provided for in the partnership agreement, elect one or more general partners, in which event the Labuan limited partnership shall be deemed not to have been dissolved and the activities of the Labuan limited partnership may be taken over and continued as provided for in the partnership agreement or a subsequent partnership agreement.
(3)
If a Labuan limited partnership is dissolved under subsection (1), and the activities of the Labuan limited partnership are not taken over and continued in accordance with subsection (2), a notice of dissolution signed by a limited partner shall be filed within thirty days by that limited partner to the Authority who may thereupon cancel the registration of the Labuan limited partnership.
(4)
If the notice required to be filed under subsection (3) is not so filed, each of the limited partners shall be liable to an administrative penalty as specified by the Authority.
Power of court to order dissolution