8. Limited liability partnerships

(1) A limited liability 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 liability partnership may exist between any number of Persons but must include 2 or more Persons called limited partners, who:

• (a) 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
• (b) 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 liability partnerships

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

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

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

1. (b) [intentionally omitted]

(2) [intentionally omitted]

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

10. Method of formation

(1) Two or more Persons may apply for the incorporation of a Limited Liability Partnership in accordance with the terms of a partnership agreement, by signing and filing with the Registrar of Companies an application for incorporation in accordance with the Rules.

(2) The application must state the following:

1. (a) the proposed name of the Limited Liability Partnership, which must end with the words ‘Limited Liability Partnership’;
2. (b) the proposed address of the partnership’s registered office;
3. (ba) the registered email address;
4. (c) the nature of the business, purpose or activity proposed to be conducted by the partnership;
5. (d) the name and address of each of the Persons who are to be members of the Limited Liability Partnership on incorporation;
6. (e) the names of those Persons who are to be Designated Members on incorporation or that every member of the partnership is a Designated Member;
7. (f) the other particulars (if any) required by the Registrar of Companies or the Rules.; and
8. (g) the particulars required by Part 14-1 (Ultimate Beneficial Owners) of the AIFC Companies Regulations.

(3) For subsection (2)(c), it is sufficient for the application to state that the purpose of the Limited Liability Partnership is to conduct any lawful business, purpose or activity, without specifying the nature of that business, purpose or activity.

(4) A copy of the partnership agreement must be filed with the application along with the statement mentioned in section 11(5) (Limited Liability Partnership agreement) unless the Standard Partnership Agreement is adopted by a Limited Liability Partnership in its entirety.

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

(6) The Registrar of Companies may refuse to incorporate a Limited Liability Partnership for any reason the Registrar considers to be a proper reason for refusing to incorporate the partnership.

(7) If the Registrar of Companies incorporates a Limited Liability Partnership, the Registrar must register the partnership agreement that accompanied the application for incorporation unless the Standard Partnership Agreement is adopted by a Limited Liability Partnership in its entirety.

11. Limited Liability Partnership agreement

(1) A Limited Liability Partnership’s partnership agreement must be in the English language and must be divided into paragraphs numbered consecutively.

(2) The mutual rights and duties of the Limited Liability Partnership and its members must be decided, subject to the terms of the partnership agreement, by the following rules:

1. (a) all members of the partnership are entitled to share equally in the capital and profits of the partnership;
2. (b) the partnership must indemnify each member in relation to payments made and personal liabilities incurred by the member:
3. (i) in the ordinary and proper conduct of the partnership’s business; or

(ii) in relation to anything necessarily done for the preservation of the partnership’s business or property;

1. (c) every member may take part in the management of the partnership;
2. (d) no member must be entitled to remuneration for acting in the conduct or management of the partnership;
3. (e) no Person may be introduced as a member or voluntarily assigned an interest in the partnership without the consent of all existing members;
4. (f) any difference arising about ordinary matters connected with the business, purpose or activity of the partnership must be decided by a majority of the members, but no change may be made in the nature of the partnership’s business, purpose or activity without the consent of all the members;
5. (g) the books and Records of the partnership must be made available for inspection by the members at the partnership’s registered office or at any other place the members consider appropriate, and every member may have reasonable access to inspect and copy any of them;
6. (h) every member must render true accounts and full information of everything affecting the partnership to any other member or any other member’s legal representatives;
7. (i) if a member, without the partnership’s consent, conducts any business of the same nature as and competing with any business of the partnership, the member must account for and pay over to the partnership all profits made by the member in that business;
8. (j) a member must account to the partnership for any benefit derived by the member without the partnership’s consent from any transaction concerning the partnership or from any use by the member of the partnership’s property, name or business connections.

(3) If the partnership agreement of a Limited Liability Partnership is amended, the partnership must file with the Registrar of Companies a copy of the amendments and a copy of the agreement as it has been amended.

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

(5) If the Standard Partnership Agreement is not adopted by a Limited Liability Partnership in its entirety, the Limited Liability Partnership must submi t to the Registrar of Companies, before the partnership agreement is adopted by the Limited Liability Partnership, a statement by

the initial partners that the partnership agreement proposed to be adopted by the Limited Liability Partnership complies with the requirements of these Regulations, the Rules and all other applicable AIFC Regulations and AIFC Rules

(6) If any change to these Regulations, the Rules or any other applicable AIFC Regulations or AIFC Rules results in an inconsistency between the prov isions of a Limited Liability 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 Rul es prevail; and
2. (b) the Limited Liability 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.

12. Effect of incorporation etc.

(1) On the incorporation of a Limited Liability Partnership and registration of its partnership agreement, the Registrar of Companies must:

• (a) issue a certificate of incorporation confirming that the partnership is incorporated and stating that the partnership is a ‘Limited Liability Partnership’; and
• (b) assign a number to the partnership, which is to be the partnership’s registered number; and
• (c) enter the partnership’s name in the appropriate register kept by the Registrar under these Regulations; and
• (d) [intentionally omitted]

(2) On the date of incorporation mentioned in the certificate of incorporation:

• (a) the applicants for incorporation become the initial members of the Limited Liability Partnership; and
• (b) the partnership, with the name stated in the certificate of incorporation, becomes a body corporate, capable of Exercising all the Functions of a body corporate.

(3) The certificate of incorporation is conclusive evidence of the following matters:

• (a) that the Limited Liability Partnership has been duly incorporated;
• (b) that the partnership is a Limited Liability Partnership;
• (c) that the requirements of these Regulations and the Rules have been complied with in relation to the partnership’s registration.