16. Registered office and conduct of business etc. of partnerships

(1) A General Partnership that conducts any business, purpose or activity in or from the AIFC must, at all times, have a registered office in the AIFC to which all communications and notices to the partnership may be addressed.

(2) A General Partnership must conduct its principal business, purpose or activity in the AIFC, unless the Registrar of Companies otherwise permits, but may also conduct the same outside the AIFC.

(3) A document may be served on a General Partnership by leaving it at, or sending it by post to, the registered office of the partnership in the AIFC.

(4) A Recognised Partnership must appoint and retain at all times at least 1 Person who is authorised to accept service of any Document on behalf of the partnership and to do anything else for the partnership prescribed by the Rules.

(5) A Recognised Partnership must, at all times, have an address for service in the AIFC.

(6) A document may be served on (however described) a Recognised Partnership:

• (a) sending it by post to the address for service of the Recognised Partnership in the AIFC; or
• (b) serving it on the Person authorised to accept service on behalf of the Recognised Partnership.

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

17. Management of General Partnership

Unless otherwise agreed by all the partners of a General Partnership:

• (a) every partner must take part in the management of the partnership business, purpose or activity; and
• (b) a Person may not become a partner without the consent of all of the existing partners; and
• (c) any difference arising about ordinary matters connected with the partnership business, purpose and activity may be decided by a majority of the partners, but no change may be made in the nature of the partnership business, purpose or activity without the consent of all of the existing partners.

18. Particulars in partnership communications

(1) A General Partnership must ensure that its name, and the address of its registered office, appear in legible characters in all of its letterheads, order forms, receipts, correspondence and other communications.

(2) A Recognised Partnership must ensure that, in relation to the business, purpose or activity it conducts in or from the AIFC, its name, and its address for service, appear in legible characters in all of its letterheads, order forms, receipts, correspondence and other communications.

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

19. Accounting Records of General Partnership

(1) The General Partnership must keep Accounting Records that are sufficient to show and explain its transactions so as to:

• (a) disclose with reasonable accuracy the financial position of the partnership at any time; and
• (b) enable the partners to ensure that any accounts prepared by the partnership under this Part comply with the requirements of these Regulations and the Rules.

(2) A General Partnership must ensure that its Accounting Records are:

• (a) kept at the place that the partners consider appropriate, except so far as the Rules otherwise require; and
• (b) preserved by the partnership for at least 6 years after the day they are created or, if the Rules prescribe another period, the other period; and
• (c) open to inspection by a partner or auditor of the partnership at all reasonable times; and
• (d) otherwise kept and maintained in such manner as may be prescribed in the Rules.

(2-1) If a General Partnership, for whatever reason, ceases to exist or ceases to be a General Partnership within the meaning of these Regulations, the partners immediately before the General Partnership ceases to exist or ceases to be a General Partnership shall ensure that its Accounting Records are preserved for at least 6 years after the date of such cessation.

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

20. Accounts of General Partnership

(1) The partners of a General Partnership must ensure that accounts are prepared in relation to each financial year of the partnership and that the accounts comply with the requirements of this section.

(2) The accounts must:

• (a) be prepared in accordance with accounting principles or standards prescribed by the Rules or otherwise prescribed by the Registrar of Companies; and
• (b) show a true and fair view of the profit or loss of the partnership for the period and of the state of the partnership’s affairs at the end of the period; and
• (c) comply with any other requirements of these Regulations and the Rules.

(3) Within 6 months after the end of a General Partnership’s financial year, the partners must approve the partnership’s accounts and must ensure that they are signed on their behalf by at least 1 of them.

(4) A General Partnership must file its accounts for a financial year with the Registrar of Companies within 7 days after the day the accounts are approved by the partners.

(5) It is not necessary for a General Partnership to appoint an auditor or have its accounts audited, unless this is required by the Rules or its partnership agreement.

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

21. Records of General Partnership

Unless otherwise agreed by all the partners of a General Partnership:

• (a) the partnership Records must be kept at the registered place of business of the partnership in the AIFC; and
• (b) every partner is entitled to access to any Records or other information of the partnership.