86. Application to limited liability partnerships

(1) Unless the contrary intention appears, these Regulations and the Rules apply to Limited Liability Partnerships and Recognised Limited Liability Partnerships with the following modifications:

1. (a) a reference to a Company includes a reference to a limited liability partnership;
2. (b) a reference to a director or officer of a Company includes a reference to a member (however described) of a limited liability partnership;
3. (c) a reference to a provision of these Regulations, the AIFC Companies Regulations, or any other AIFC Regulations or any AIFC Rules, is a reference to that provision as it applies to a limited liability partnership in accordance with these Regulations;
4. (d) a reference to the articles of association of a Company includes a reference to the partnership agreement of a limited liability partnership;
5. (e) a reference to a resolution of a Company includes a reference to a decision of a limited liability partnership;
6. (f) a reference to a meeting of a Company includes a reference to a meeting of the members (however described) of a limited liability partnership;
7. (g) these Regulations are taken to have been made modified in accordance with the following provisions:
8. (i) in section 8(1), for ‘The directors of a Company’ substitute ‘A limited liability partnership’, and delete ‘to the Company and’;

(ii) in section 8(2), for ‘The directors’ substitute ‘The limited liability partnership’;

(iii) in section 9(1), for ‘The directors of a Company’ substitute ‘A limited liability partnership’:

(iv) omit section 10(3);

1. (v) for section 26, substitute the following: ‘A limited liability partnership may be wound up voluntarily if it decides that it should be wound up voluntarily.’;

(vi) in section 31, for ‘directors’ (wherever appearing) substitute ‘Designated Members (however described)’, and for ‘director’ (wherever appearing) substitute ‘Designated Member’;

(vii) in section 32(2), for ‘directors’ substitute ‘Designated Members (however described)’;

(viii) in section 40, for ‘directors’ (wherever appearing) substitute ‘Designated Members (however described)’;

(ix) in section 51, for ‘directors’ substitute ‘Designated Members (however described)’;

1. (x) in section 53, for ‘any transfer of shares’ substitute ‘any transfer by a member (however described) of the limited liability partnership of the member’s interest in the partnership’s property’;
2. (xi) in sections 72 to 76, for ‘officer of the Company’ substitute ‘member (however described) of the limited liability partnership’;
3. (xii) in section 78, for ‘directors of the Company’ substitute ‘members (however described) of the limited liability partnership’, and for ‘that director or those directors’ substitute ‘that member or those members’;
4. (h) all other necessary modifications and any modifications prescribed by the Rules.

(2) A reference in subsection (1) (or in any provision of these Regulations modified in accordance with that subsection) to a limited liability partnership is a reference to a Limited Liability Partnership or Recognised Limited Liability Partnership, as the case requires.