8. Limited partnerships

(1) A limited partnership may be established in the AIFC for any lawful business, purpose or activity by 2 or more Persons on the terms, with the rights and powers, and subject to the conditions, limitations and Liabilities applying under these Regulations and the Rules.

(2) A limited partnership may exist between any number of Persons but must include:

• (a) 1 or more Persons called general partners, who are liable for all of the partnership’s Liabilities; and
• (b) 1 or more Persons called limited partners, who:

(i) must, when entering into the partnership, make or agree to make a contribution to the partnership property in money, money’s worth or any other property; and

(ii) are not liable for any of the partnership’s Liabilities beyond the amounts that they have already contributed or agreed to contribute.

9. Prohibition on unregistered limited partnerships

(1) A Person must not conduct any business, purpose or activity in or from the AIFC as a limited partnership unless the partnership:

1. (a) is either:
2. (i) registered under these Regulations as a Limited Partnership; or

(ii) a Foreign Limited Partnership that is registered under Part 8 (Recognised Limited Partnership) as a Recognised Limited Partnership; and

1. (b) [intentionally omitted]

(2) [intentionally omitted]

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

10. Partnership agreement of limited partnership formed in AIFC

(1) A limited partnership formed in the AIFC must have a partnership agreement.

(2) The partnership agreement must be in the English language and must be divided into paragraphs numbered consecutively.

(3) The partnership agreement must be a Written agreement between the partners about the affairs of the partnership and the conduct of its business, purpose or activity.

(4) The partnership agreement must be binding on the initial partners and their assigns, and on subsequent partners and their assigns, in the same way as if they had all executed the agreement.

(5) The partnership agreement may be amended only by a Written instrument and all amendments must be binding in the way mentioned in subsection (4).

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

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

(8) 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 limited 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 limited 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. Limited Partnerships: General Partners and Limited Partners

(1) A Person may not be a General Partner and a Limited Partner at the same time in the same Limited Partnership.

(2) A body corporate may be a General Partner or Limited Partner of a Limited Partnership.

12. Limited Partnerships: registration

(1) A limited partnership formed in the AIFC may be registered under this section in accordance with these Regulations and the Rules.

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

(3) The application must set out:

1. (a) name of the limited partnership, which must end with the words ‘Limited Partnership’; and
2. (b) the address of the registered office of the limited partnership in the AIFC; and
3. (c) the nature of the business, purpose or activity to be conducted by the limited partnership in or from the AIFC; and
4. (d) the other particulars (if any) required by the Registrar of Companies or the Rules; and
5. (e) the particulars required by Part 14-1 (Ultimate Beneficial Owners) of the AIFC Companies Regulations.

(4) For subsection (3)(c), it is sufficient for the application to state that the purpose of the Limited Partnership is to conduct any lawful business, purpose or activity, without specifying the nature of that business, purpose or activity.

(5) A copy of the entire partnership agreement must be filed with the application along with the statement mentioned the statement mentioned in section 10(7) (Partnership agreement of limited partnership formed in AIFC) unless the Standard Partn ership Agreement is adopted by a limited partnership in its entirety.

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

(7) The Registrar of Companies must comply with the Decision-making Procedures and may refuse to register the limited partnership, or any partner of the limited partnership, under this section for any reason the Registrar considers to be proper reason for refusing the registration.

(8) If the Registrar of Companies decides to register the limited partnership, the Registrar must:

1. (a) issue a certificate of registration confirming that the partnership is registered and stating that the partnership is registered as a ‘Limited Partnership’; and
2. (b) assign a number to the partnership, which is to be the partnership’s identification number; and
3. (c) enter the partnership’s name in the appropriate register kept by the Registrar under these Regulations; and
4. (d) [intentionally omitted]
5. (e) register the general partners and the limited partners that the Registrar has decided to register; and
6. (f) register the partnership agreement that accompanied the application for incorporation unless the Standard Partnership Agreement is adopted by a limited part nership in its entirety.

13. Limited Partnerships: notice of General Partner becoming Limited Partner

(1) This section applies if, under any arrangement or transaction, a General Partner of a Limited Partnership is to cease to be a General Partner and is to become a Limited Partner of the partnership.

(2) The arrangement or transaction has no effect for these Regulations unless notice the arrangement or transaction has been published in accordance with the Rules.

(3) This section does not apply in relation to a General Partner of a Limited Partnership that is a Fund registered by the AFSA.

14. Limited Partnerships: notification of change in registered details

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

• (a) the constitution of a Limited Partnership, by the incoming or outgoing of any Partner; or
• (b) the name of a Limited Partnership; or
• (c) any of the registered details of a Limited Partnership.

(2) The Limited 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.

(4) In this section: registered details, in relation to a Limited Partnership, means information about the partnership prescribed by the Rules for this section.

15. Limited Partnerships: change of name

(1) The Registrar of Companies may refuse to register a change of name of a Limited Partnership if, in the Registrar’s 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 opinion of the Registrar of Companies, the name by which a Limited 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 may direct the partnership to change it.

(3) A Limited 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 allows a longer period to comply with the direction.

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