45. Applications by Foreign Limited Partnerships

A Foreign Limited Partnership may apply to the Registrar for registration as a Recognised Limited Partnership.

46. Recognised Limited Partnerships: requirements

A Recognised Limited Partnership must:

1. (a) appoint and retain at all times at least 1 Person who is authorised to accept service of any notice or other Document on behalf of the Recognised Limited Partnership and to Exercise any other Function prescribed by the Rules; and
2. (b) have a principal place of business in the AIFC to which all communications and notices may be addressed; and
3. (ba) the registered email address; and
4. (c) file with the Registrar of Companies, in accordance with the Rules, notice of the following:
5. (i) the appointment of Persons authorised to accept service on behalf of the partnership;

(ii) the address of the partnership’s principal place of business in the AIFC;

(iii) any change in the name of the partnership or details of Persons authorised to accept service on behalf of the partnership or the address of its principal place of business in the AIFC;

(iv) any change in the constitution of the partnership, by the incoming or outgoing of any General Partner.

(d) establish and maintain a Register of Partners at its registered office in the AIFC.

46-1. Recognised Limited Partnerships: registered email address

(1) A Recognised Limited Partnership must have a registered email address to which all communications and notices to the partnership may be addressed.

(2) A Recognised Limited Partnership may change its registered email address by giving notice to the Registrar. The change takes effect upon the notice being registered by the Registrar.

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

47. Recognised Limited Partnerships: notification of change in registered details

(1) If any of the registered details of a Recognised Limited Partnership change, the partnership must notify the Registrar of Companies in Writing 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.

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

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

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

48. Recognised Limited Partnerships: particulars in communications

(1) A Recognised Limited 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, and the registered email address appear in legible characters in all of its instruments, invoices, letterheads, order forms, receipts, statements of account, correspondence, publications and other communications, including any communications in electronic form.

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

49. Recognised Limited Partnerships: Accounting Records

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

• (a) disclose with reasonable accuracy the partnership’s financial position at any time; and
• (b) enable the partners to ensure that any accounts prepared by the partnership are held for the purpose of the partnership’s business, purpose or activity.

(2) A Recognised Limited 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 as required by the Rules.

(2-1) If a Recognised Limited Partnership, for whatever reason, ceases to exist or ceases to be a Recognised Limited Partnership within the meaning of these Regulations, the General Partner immediately before the Recognised Limited Partnership ceases to exist or ceases to be a Recognised Limited 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.