Home / CY AIF Law of 2018 / PART VΙI: ALTERNATIVE INVESTMENT FUNDS WITH LIMITED NUMBER OF PERSONS / [132] Dissolution and liquidation of AIFLNP.

132. Dissolution and liquidation of AIFLNP.

(1) The investment company is dissolved and put into liquidation-

(a) in case the Securities and Exchange Commission withdraws its authorisation in accordance with article 133, or

(b) when the period of its operation provided in its instruments of incorporation lapses, unless the instruments of incorporation are amended before the end of the period of operation of the investment company, so that the period of its operation is extended or becomes indefinite, or

(c) with the occurrence of an event which, according to the instruments of incorporation of the investment company, constitutes a reason for its dissolution and liquidation, or

(d) in case of full redemption of its units, or

(e) following a decision taken at its general meeting, including the cases of articles 130(1) and (2), or

(f) without prejudice to the case of an internally managed AIFLNP which operates in the form of an investment company, when its external manager is dissolved, resigns, put into liquidation or the authorisation granted to the external manager is revoked, and a replacement is not appointed, or

(g) when its depositary is dissolved, resigns, put into liquidation or the authorisation granted to the depositary is revoked, and a replacement is not appointed.

(2) Where the authorisation of an investment company is revoked, the Securities and Exchange Commission may submit to the Court an application for the liquidation of the investment company and the appointment of a liquidator or a temporary liquidator in accordance with the provisions of the Company Law.

(3) Where an investment company is put under liquidation, in addition to the provisions of this Law, the liquidation provisions of Part V of the Company Law shall also apply to the extent that they do not conflict with the provisions of this Law.

(4) In case the investment company is an umbrella AIF, its dissolution takes place when its last remaining investment compartment is dissolved.

(5) The limited partnership is dissolved and put into liquidation-

(a) in case the Securities and Exchange Commission withdraws its authorisation in accordance with article 133, or

(b) when the period of its operation provided in its partnership agreement lapses, unless the partnership agreement is amended before the end of the period of operation of the limited partnership, so that the period of its operation is extended or becomes indefinite, or

(c) with the occurrence of an event which, according to the partnership agreement of the limited partnership, constitutes a reason for its dissolution and liquidation, or

(d) in case of full redemption of its units, or

(e) without prejudice to the case of an internally managed AIFLNP which operates in the form of a limited partnership, when its external manager is dissolved, resigns, put into liquidation or the authorisation granted to the external manager is revoked, and a replacement is not appointed, or

(f) when its depositary is dissolved, resigns, put into liquidation or the authorisation granted to the depositary is revoked, and a replacement is not appointed, or

(g) following a relevant decision by its partners, which is taken by a majority of two thirds (2/3) of the issued units of the limited partnership, and under the condition that the general partner votes in favor of such decision, or

(h) following a relevant decision by its external manager, which is taken when the assets of the limited partnership are reduced and fall below the one fourth (1/4) of the minimum assets requirement, as specified by article 129(1), or

• following a relevant decision by the external manager, which is taken when the initial capital of the limited partnership are reduced and fall below the two thirds (2/3) of the minimum initial capital requirement, as specified by article 129(4):

It is provided that, the general partner shall disclose, without undue delay, the fact that the assets or initial capital of the limited partnership were reduced, to the Securities and Exchange Commission, which may demand the dissolution of the limited partnership.

(6) Where a limited partnership is dissolved in accordance with section (5), the general partner shall ensure that a relevant notification is published in the Official Gazette of the Republic.

(7) The following shall apply in case of dissolution and liquidation of a limited partnership:

(a) the dissolution of the limited partnership is followed by its liquidation, which is carried out in accordance with the terms of its partnership agreement and the provisions of the General and Limited Partnerships and Business Names Law,

(b) the liquidation shall result to the distribution of its assets of the limited partnership, under the responsibility of its liquidator,

(c) the external manager of the limited partnership is appointed as liquidator, unless the dissolution is due to a fact provided in paragraph (e) of section (6) and is related to the external manager; in this case the liquidator of the limited partnership is appointed by the depositary. Where the fact provided in paragraph (e) of section (6) is related to the depositary, the liquidator is appointed by the Securities and Exchange Commission by its decision, and article 25 shall apply proportionately:

It is provided that, the liquidator may not delegate its duties regarding the liquidation to a third party.

(d) in case the liquidator does not exercise its duties diligently, the Securities and Exchange Commission may appoint a replacement of the liquidator following the request of any person who has a legitimate interest therein.

(8) The Securities and Exchange Commission may, by means of a directive, specify any technical matter or detail regarding the application of this article.