8. What is a general partnership

A general partnership is a relationship which exists between 2 or more Persons jointly conducting any business, purpose or activity with a view to making a profit.

9. Prohibition on unregistered general partnerships

(1) Two or more Persons must not conduct any business, purpose or activity in or from the AIFC as a general partnership unless the general partnership:

1. (a) is either:
2. (i) formed in the AIFC as a general partnership and registered under section 12; or
3. (ii) formed outside the AIFC as a general partnership and registered under section 13 as a Recognised Partnership; and
4. (b) [intentionally omitted]

(2) [intentionally omitted]

(3) Contravention of this section is punishable by a fine.

10. General partnership agreement

(1)       Each partner of a general partnership formed in the AIFC must enter into a partnership agreement signed by all the partners.

(2)       A general partnership may adopt, as its partnership agreement, the whole or any part of the Standard Partnership Agreement that is relevant to the general partnership.

(3)       If the Standard Partnership Agreement is not adopted by a general partnership in its entirety, the general partnership must submit to the Registrar of Companies, before the partnership agreement is adopted by the general partnership, a statement by the initial partners that the partnership agreement proposed to be adopted by the general partnership complies with the requirements of these Regulations, the Rules and all other applicable AIFC Regulations and AIFC Rules.

(4)       If any change to these Regulations, the Rules or any other applicable AIFC Regulations or AIFC Rules results in an inconsistency between the provisions of a general partnership’s agreement and the provisions of these Regulations, the Rules or any other applicable AIFC Regulations or AIFC Rules:

1. (a) the provisions of these Regulations and any other applicable AIFC Regulations and AIFC Rules prevail; and
2. (b) the general partnership is not required to amend its partnership agreement, unless these Regulations, the Rules or any other applicable AIFC Regulations expressly require it to do so.

11. Presumptions for existence of general partnership

In the absence of a partnership agreement, an unincorporated body of Persons that conducts any business, purpose or activity in or from the AIFC with a view to making profit is taken to be a general partnership unless:

• (a) an agreement or articles of association exists between the Persons and specifies that the relationship between them is that of an unincorporated association or a body corporate; or
• (b) none of the Persons hold themselves out or represent themselves as being members of a partnership.

12. Registration as General Partnership

(1) On the formation of a general partnership in the AIFC, the partners may apply for registration of the general partnership, and for the registration of each of the partners, by signing, and filing with the Registrar of Companies, an application for registration.

(2) The application must set out:

• (a) name of the general partnership, which must end with the word ‘Partnership’ or ‘and Partners’ or ‘& Co.’; and
• (b) the address of the registered office of the general partnership in the AIFC; and
• (c) the nature of the business, purpose or activity to be conducted by the general partnership in or from the AIFC; and
• (d) the name and address of each of the partners of the general partnership; and
• (e) the particulars required by Part 14-1 (ULTIMATE BENEFICIAL OWNERS) of the AIFC Companies Regulations.

(3) The Registrar of Companies may require the partners to provide additional information reasonably required by the Registrar of Companies to decide the application.

(4) The Registrar of Companies may refuse to register a general partnership, or any partner of a general partnership, under this section for any reason the Registrar of Companies considers to be a proper reason for refusing the registration.

(5) The Registrar of Companies may register a general partnership, and the partners of the partnership, under this section in accordance with the Rules.

(6) A general partnership formed in the AIFC is registered under this section as a General Partnership.

13. Registration as Recognised Partnership

(1) The partners of a general partnership formed outside of the AIFC may apply for the registration of the partnership as a Recognised Partnership, and for the registration of each of the partners, by signing, and filing with the Registrar of Companies, an application for registration.

(2) The application must set out:

1. (a) the name of the general partnership; and
2. (b) the address for service of the general partnership in the AIFC, and the name and address of the Person authorised to accept service of any document on behalf of the partnership; and
3. (c) the nature of the business, purpose or activity to be conducted by the general partnership in or from the AIFC; and
4. (d) the name and address of each of the partners of the general partnership.

(3) The Registrar of Companies may require the partners to provide additional information reasonably required by the Registrar of Companies to decide the application.

(4) The Registrar of Companies may refuse to register a general partnership, or any partner of a general partnership, under this section for any reason the Registrar of Companies considers to be a proper reason for refusing the registration.

(5) The Registrar of Companies may register a general partnership, and the partners of the partnership, under this section in accordance with the Rules.

(6) A general partnership formed outside the AIFC is registered under this section as a Recognised Partnership.

14. Notification of change in Registered Details of General or Recognised Partnership

(1) This section applies if there is a change in:

• (a) the constitution of a General Partnership or Recognised Partnership, by the incoming or outgoing of any partner; or
• (b) the name of a General Partnership, Recognised Partnership, or the Person authorised to accept service of any document on behalf of the Recognised Partnership; or
• (c) any other particulars relating to the Registered Details of the General Partnership, Recognised Partnership, or the Person authorised to accept service of any document on behalf of the Recognised Partnership including a change of address for service.

(2) The General Partnership or Recognised Partnership must notify the Registrar of Companies in Writing of the change within 14 days after the day the change happens and must comply with all other requirements applying to the partnership under the Rules in relation to the change.

(2-1) Changes in the Registered Details notice must be accompanied by the prescribed fee set out in the Rules from time to time.

(3) Contravention of this section is punishable by a fine.

15. Power to refuse registration of change of name and require change of name

(1) The Registrar of Companies may refuse to register a change of name of a General Partnership if, in the Registrar of Companies’ opinion, the proposed name is, or is reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another partnership) or otherwise undesirable.

(2) If, in the Registrar of Companies’ opinion, the name by which a General Partnership is registered is, has become, or is reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another partnership), or otherwise undesirable, the Registrar of Companies may direct the partnership to change it.

(3) A General Partnership must comply with a direction given by the Registrar of Companies under subsection (2) within 30 days after the date specified in the direction unless the Registrar of Companies allows a longer period to comply with the direction.

(4) Contravention of subsection (3) is punishable by a fine.