17. Nature of Limited Liability Partnership etc.

(1) A Limited Liability Partnership is a body corporate with a legal personality separate from that of its members.

(2) A Limited Liability Partnership has the capacity, rights and privileges of a natural person.

(3) A Limited Liability Partnership is formed by being incorporated under Part 2 (Formation and registration).

(4) If a Limited Liability Partnership is wound up, the members of the partnership have the liability (if any) to contribute to its assets provided under these Regulations, the partnership agreement, any other AIFC Regulations and any AIFC Rules.

18. Limited Liability Partnerships: pre-incorporation contracts

(1) A contract that purports to be made by or on behalf of a Limited Liability Partnership before its incorporation has effect as a contract made with the Person purporting to act for or on behalf of the partnership, and that Person is personally liable on the contract and entitled to the benefits of the contract unless subsection (2) applies.

(2) The Limited Liability Partnership may, within the period specified in the contract or, if no period is specified, within a reasonable time after the partnership is incorporated, adopt the contract by act or conduct signifying its intention to be bound by the contract. If the Limited Liability Partnership adopts the contract:

• (a) the partnership is bound by the terms of the contract and is entitled to its benefits; and
• (b) the Person who purported to act for or on behalf of the partnership before its incorporation ceases to be bound by the contract or to be entitled to its benefits.