41. Application for transfer of Foreign Limited Liability Partnership to AIFC

(1) A Foreign Limited Liability Partnership may, if authorised by the laws of the jurisdiction in which it was incorporated and subject to its partnership agreement, apply to the Registrar of Companies for the continuation of the Foreign Limited Liability Partnership as a Limited Liability Partnership.

(2) The application for continuation of the Foreign Liability Limited Partnership must be made to the Registrar of Companies in accordance with the Rules and must be:

• (a) executed under seal, signed by a member of the partnership, and verified by an affidavit, or other sworn statement, of the member; and
• (b) accompanied by its partnership agreement; and
• (c) accompanied by any other Document required by the Registrar of Companies.

(3) The partnership agreement accompanying the application must comply with section 11 (Limited Liability Partnership agreement) and include the amendments of the original partnership agreement of the Foreign Limited Liability Partnership, as they have been amended, necessary to make the partnership agreement otherwise comply with these Regulations and comply with the Rules, any other Legislation Administered by the Registrar and any other Acting Law of the AIFC.

42. Issue of certificate of continuation etc.

(1) If the Registrar of Companies approves an application for continuation made by a Foreign Limited Liability Partnership under section 41 (Application for transfer of Foreign Limited Liability Partnership to AIFC), the Registrar must:

• (a) issue a certificate of continuation on the terms and conditions the Registrar considers appropriate; and
• (b) assign a number to the partnership, which is to be the partnership’s identification number; and
• (c) register the partnership as a Limited Liability Partnership.

(2) The Registrar of Companies may refuse to approve the application for any reason the Registrar considers appropriate.

43. Effect of certificate of continuation

From the date of continuation stated in the certificate of continuation issued to a Foreign Liability Limited Partnership:

• (a) the partnership becomes a Limited Liability Partnership to which these Regulations apply as if it had been incorporated in the AIFC; and
• (b) the certificate of continuation is treated as the partnership’s certificate of registration.

44. Copy of certificate of continuation

The Registrar of Companies must, if requested by a Limited Liability Partnership to which a certificate of continuation has been issued, send a copy of the certificate of continuation to the appropriate official or public body in the jurisdiction in which the partnership was incorporated.

45. Rights and Liabilities of continued Foreign Limited Partnership

If a Foreign Limited Liability Partnership is continued as a Limited Liability Partnership under these Regulations, the Limited Liability Partnership:

• (a) continues to have all the property, rights and privileges, and is subject to all the limitations and Liabilities, that it had before the continuation; and
• (b) remains a party in any legal proceedings commenced in any jurisdiction in which it was a party before the continuation.

46. Transfer of Limited Liability Partnership from AIFC to another jurisdiction

(1) A Limited Liability Partnership may apply to the appropriate official or public body of a jurisdiction outside the AIFC (the other jurisdiction) to transfer the Limited Liability Partnership to the other jurisdiction and request that the Limited Liability Partnership be continued as a Foreign Limited Liability Partnership.

(2) However, the Limited Liability Partnership must not make the application unless it is authorised to make the application:

• (a) under the laws of the other jurisdiction; and
• (b) by its partnership agreement or, if the partnership agreement is silent, by all the members of the partnership; and
• (c) by the Registrar of Companies in the way prescribed by the Rules.

(3) The Limited Liability Partnership must also not make the application unless the laws of the other jurisdiction provide that the Foreign Limited Liability Partnership:

• (a) continues to have all the property, rights and privileges, and is subject to all the limitations and Liabilities, that it had before the continuation; and
• (b) remains a party in any legal proceedings commenced in any jurisdiction in which it was a party before the continuation.

(4) The Limited Liability Partnership ceases to be a Limited Liability Partnership within the meaning of these Regulations if the Limited Liability Partnership is continued as a Foreign Limited Liability Partnership and files with the Registrar of Companies a copy of the certificate or instrument of continuation certified by the appropriate official or public body of the other jurisdiction.

(5) When the Registrar of Companies receives the other jurisdiction’s certificate or instrument of continuation, the Registrar must strike the name of the Limited Partnership off the register of current registrations of Limited Liability Partnerships kept under section 51 (Public registers of limited liability partnerships).

47. Refusal to grant authorisation to transfer Limited Partnership

The Registrar of Companies may refuse to authorise a Limited Partnership to apply to be continued as a Foreign Limited Liability Partnership under section 46(1) (Transfer of Limited Liability Partnership from AIFC to another jurisdiction).