48. Compliance with orders etc. of Registrar to limited liability partnerships

(1) If the Registrar of Companies makes an order, issues a direction, or makes a requirement, (however described) in relation to a Limited Liability Partnership or Recognised Limited Liability Partnership under these Regulations, the Rules or any other Legislation Administered by the Registrar, each member of the partnership must ensure that the partnership complies with it.

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

49. Power to strike names of limited liability partnerships off register

(1) The Registrar of Companies may strike the name of a limited liability partnership off the register if the Registrar has reason to believe:

• (a) that the partnership is not conducting the business, purpose or activity for which it was formed or is not in operation; or
• (b) that the partnership has conducted a business, purpose or activity for longer than 14 days without having at least 2 members; or
• (c) that the partnership is Contravening these Regulations (within the meaning given by section 169 of the AIFC Companies Regulations); or
• (d) that it is prejudicial to the interests of the AIFC for the partnership to remain on the register.

(2) The Registrar of Companies may also strike the name of a limited liability partnership off the register if:

• (a) the partnership is being wound up in a creditors voluntary winding up; and
• (b) the Registrar has reason to believe either:

(i) that no liquidator is appointed; or

(ii) that the affairs of the partnership are fully wound up; and

• (c) the returns required to be made by the liquidator have not been made for a period of at least 6 months.

(3) In deciding whether to strike the name of a limited liability partnership off the register under subsection (1) or (2), the Registrar of Companies must comply with the Decision-making Procedures and must also:

• (a) publish a notice in the Appointed Publications of the Registrar’s intention to strike the name of the partnership off the register and dissolve the partnership; and
• (b) if the partnership is licensed, registered or recognised by the AFSA—obtain the AFSA’s consent before publishing the notice under paragraph (a).

(4) If the Registrar of Companies strikes the name of a Limited Liability Partnership off the register, the partnership must be dissolved.

(5) If the Registrar of Companies strikes the name of a Recognised Limited Liability Partnership off the register, the partnership must cease conducting any business, purpose or activity in or from the AIFC.

(6) If the name of a Limited Liability Partnership is struck off the register under this section and the partnership is dissolved, the liability of every member of the partnership continues, and may be enforced, as if the partnership’s name had not been struck off the register and the partnership had not been dissolved.

(7) If the name of a limited liability partnership is struck off the register under this section, the partnership must maintain its books and Records for a period of 6 years after the day its name is stuck off the register.

(8) In this section: limited liability partnership means a Limited Liability Partnership or Recognised Limited Liability Partnership.

register means the register of current registrations of Limited Liability Partnerships or Recognised Limited Liability Partnerships, as the case requires, kept under section 51 (Public registers of limited liability partnerships).

50. Orders for unfair prejudice

(1) If a limited liability partnership’s affairs are being or have been conducted in a way that is unfairly prejudicial to the interests of its members generally or any of its members, or an actual or proposed act or omission of the partnership (including an act or omission on its behalf) is or would be so prejudicial, the Court may, on application of a member of the partnership, make 1 or more of the following orders:

• (a) an order regulating the conduct of the partnership’s affairs in the future;
• (b) an order requiring a Person to do, or not to do, anything;
• (c) an order authorising proceedings to be brought in the name and on behalf of the partnership by the Person, and on the terms, the Court considers appropriate;
• (d) any other order that the Court considers appropriate.

(2) This section does not limit or otherwise affect any rights that a Person may have, or any powers that the Court may have, apart from this section.

(3) In this section:

limited liability partnership means a Limited Liability Partnership or Recognised Limited Liability Partnership.

51. Public registers of limited liability partnerships

(1) The Registrar of Companies must keep and publish a register of current and past registrations of Limited Liability Partnerships in accordance with any requirements prescribed by the Rules.

(2) The Registrar of Companies must keep and publish a register of current and past registrations of Recognised Limited Liability Partnerships in accordance with any requirements prescribed by the Rules.

(3) The Registrar of Companies must make a reasonably current version of any register kept under this section freely available for viewing by the public during the normal business hours of the Registrar.