Section 140 — Duty to notify registrar of dissolution

After section 17 of the Limited Partnerships Act 1907 (power of board of trade to make rules) insert—Dissolution, revival and deregistrationDuty to notify registrar of dissolution18 (1) A person who is a general partner in a limited partnership at a time when it is dissolved must notify the registrar of the dissolution within the period of 14 days beginning with the day on which the person becomes aware of its dissolution. (2) A person who is a limited partner in a limited partnership at a time when it is dissolved must, if there are no general partners at that time, notify the registrar of the dissolution within the period of 14 days beginning with the day on which the person becomes aware of its dissolution. (3) But no notice is required under subsection (1) or (2) if— (a) the limited partnership is dissolved under section 19(6) (dissolution on publication of notice in Gazette), (b) another person has notified the registrar of the dissolution under subsection (1) or (2), or (c) a dissolution notice under section 19 is published before the end of the period of 14 days mentioned in subsection (1) or (2). (4) If a person fails to comply with subsection (1) or (2) an offence is committed by— (a) the person, and (b) if the person is a legal entity, any of its managing officers who is in default. (5) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (6) A managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention. (7) But a corporate managing officer does not commit an offence as a managing officer in default unless one of its managing officers is in default. (8) Where any such offence is committed by a corporate managing officer the managing officer in question also commits the offence (subject to subsection (7)).