Entire Act

PART 3: RECOGNISED PARTNERSHIPS

3.1. Application for registration of Recognised Partnership

3.1.1. In addition to the matters required by section 13(2) of the AIFC General Partnership Regulations, the application must set out:

  1. (a) the name and address of its proposed place of business in the AIFC; and
  2. (b) the full name and address, the date and place of birth, and all former given or family names, of each partner who is an individual and is to be engaged in the business, purpose or activity proposed to be conducted by the partnership in or from the AIFC; and
  3. (c) the full name and address of the registered or principal office of each partner that is a body corporate and is to be engaged in the business, purpose or activity proposed to be conducted by the partnership in or from the AIFC; and
  4. (d) the address of its registered office in its place of origin or, if it is not required to have a registered office under the laws of its place of origin, the address of its place of business in its place of origin.

3.1.2. An application for the registration of a general partnership formed in a jurisdiction outside the AIFC as Recognised Partnership must be accompanied by a copy of the partnership’s current certificate of registration in that jurisdiction, or a Document of similar effect, certified by a relevant authority of that jurisdiction. The Document accompanying the application must be acceptable to the Registrar of Companies.

3.1.3. If the Document is not in the English language, the Document must be accompanied by a translation certified to the satisfaction of the Registrar of Companies.

3.2. Decision on registration of Recognised Partnership

3.2.1. Without limiting section 13(4) of the AIFC General Partnership Regulations, the Registrar of Companies may refuse to register a general partnership as a Recognised Partnership if the business, purpose or activity proposed to be conducted by the partnership is limited to 1 or more of the following:

  1. (a) being a party to a proceeding, claim or dispute;
  2. (b) holding meetings of its partners;
  3. (c) creating a charge on property;
  4. (d) collecting its debts or enforcing its rights in relation to any security;
  5. (e) conducting an isolated transaction;
  6. (f) being a customer of an Authorised Firm or an Ancillary Service Provider.

3.2.2. To remove any doubt, subsection (1) does not apply in relation to the general partnership if the business, purpose or activity proposed to be conducted by the partnership is or includes any 1 or more of the following:

  1. (a) establishing or maintaining a place of business;
  2. (b) administering, leasing to others, or managing, property located in the AIFC, as principal or agent;
  3. (c) operating as a reporting entity under the AIFC Financial Services Framework Regulations;
  4. (d) employing Persons

3.3. Certificate of registration of Recognised Partnership

On the registration of a Recognised Partnership, the Registrar of Companies must issue a certificate of registration. The certificate of registration must include the following:

  • (a) the name of the Recognised Partnership;
  • (b) the partnership’s identification number;
  • (c) a statement that the partnership is registered as a Recognised Partnership;
  • (d) the partnership’s date of registration.

3.4. Certificate of name change of Recognised Partnership

On the change of name of a Recognised Partnership, the Registrar of Companies must issue a certificate of name change. The certificate must show the Recognised Partnership’s new name and previous name.

3.5. Register of partners of Recognised Partnership

The partners of a Recognised Partnership must keep, at its place of business in the AIFC, a register showing the particulars mentioned in subrule 2.4.1 for each Person who is or has been a partner.