38.—(1) An investment limited partnership shall not be dissolved by an act of the partners unless a notice of dissolution is signed by a general partner F93[and delivered to the Bank.]

(2) In the event of dissolution of an investment limited partnership, its affairs shall be wound up forthwith by the general partners in accordance with the provisions of the partnership agreement unless the court otherwise orders on the application of a partner or creditor.

(3) Part X of the Companies Act, 1963 shall apply to the winding-up of an investment limited partnership by the court as it would to an unregistered company irrespective of the number of partners and provided that a limited partner shall not be a member for the purposes of section 345 (5) (b) or (c) of that Act except in respect of debts for which the limited partner is liable under section 6 (2) or 12 (4).

(4) Where an investment limited partnership is, by the terms of the partnership agreement, for a fixed period of time, the investment limited partnership shall be deemed to be dissolved upon the expiry of that period, F94[…] and upon dissolution as aforesaid, F95[such of the one or more general partners, and such of the one or more limited partners, as hold themselves out as conducting or purporting to conduct the business of the investment limited partnership shall be liable for the debts and obligations purportedly incurred on behalf of the investment limited partnership thereafter].