2.1. Application for registration of limited partnership

2.1.1. In addition to the matters required by section 12(3) (Limited Partnerships: registration) of the AIFC Limited Partnership Regulations, an application for the registration of a limited partnership formed in the AIFC must set out the following:

• (a) for each of the partners who is an individual—the full name and address, the date and place of birth, and all former given or family names, of the partner;
• (b) for each of the partners that is a body corporate—the full corporate name, the place of incorporation, and the address of the registered or principal office, of partner;
• (c) the date of formation of the partnership and, if the partnership was entered into for a defined time or for a fixed venture or undertaking, details of that defined time, venture or undertaking;
• (d) the amount and type of contribution by each partner.

2.1.2. If a partner of the limited partnership is a body corporate that is incorporated in a jurisdiction outside the AIFC and is not registered in the AIFC, the application must be accompanied by a copy of the partner’s current certificate of incorporation or registration in that jurisdiction, or a Document of similar effect, certified by the relevant authority in the jurisdiction. The Document must be acceptable to the Registrar of Companies.

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

2.2. Limited Partnership names

2.2.1. A Person may apply to the Registrar of Companies for the reservation of a name for a Limited Partnership (or proposed Limited Partnership).

2.2.2. If the name is acceptable to the Registrar of Companies, the Registrar must reserve the name for 30 days.

2.2.3. The following provisions apply to the name of a Limited Partnership or the reservation of a name for a Limited Partnership (or a proposed Limited Partnership):

• (a) the name must use letters of the English alphabet, numerals or other characters acceptable to the Registrar of Companies;
• (b) the name must end with the words ‘Limited Partnership’;
• (c) the name must not, in the opinion of the Registrar, be, or be reasonably likely to become, misleading, deceptive, conflicting with another name (including an existing name of another partnership);
• (d) the name must not contain words that may suggest a relationship with the AIFCA, the AFSA or any other governmental authority in the AIFC, Nur-Sultan or the Republic of Kazakhstan, unless the relevant authority has consented in Writing to the use of the name;
• (e) the name must not contain any of the following words unless the AFSA has consented in Writing to their use:

(i) the word ‘bank’, ‘insurance’ or ‘trust’;

(ii) words that suggest that the partnership is engaged in banking, insurance or trust activities;

(iii) words that suggest in some other way that it is authorised to conduct Financial Services in or from the AIFC;

• (f) the name must not contain words that may suggest a connection with, or the patronage of, any Person or organisation, unless the Person or organisation consents in Writing;
• (g) the name must not be, in the opinion of the Registrar, otherwise undesirable.

2.2.4. An application for the reservation of a name for Limited Partnership (or proposed Limited Partnership) must be accompanied by the prescribed fee set out in the Rules from time to time.

2.3. Certificates of registration of Limited Partnerships

In addition to the matters required by section 12(8)(a) (Limited Partnerships: registration) of the AIFC Limited Partnership Regulations, the certificate of registration of a Limited Partnership must include:

• (a) the name of the partnership; and
• (b) the partnership’s identification number; and
• (c) the date of registration.

2.4. Certificates of name change of Limited Partnerships

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

2.5. Accounting Records of Limited Partnerships

2.5.1. For section 19(2)(a) (Limited Partnerships: Accounting Records) of the AIFC Limited Partnership Regulations, the Accounting Records of a Limited Partnership must be kept at the registered office of the partnership or at another place decided by the General Partners in accordance with subrule 2.5.2.

2.5.2. A decision of the General Partners to keep the Accounting Records at a place other than the registered office of the Limited Partnership may only be made by the General Partners at a meeting of the General Partners, and a minute of the decision must be signed by all the General Partners present at the meeting and kept as part of the Accounting Records.

2.6. Limited Partnerships: notice of General Partner becoming Limited Partner

2.6.1. For section 13(2) (Limited Partnerships: notice of General Partner becoming Limited Partner) of the AIFC Limited Partnership Regulations, notice of an arrangement or transaction under which a General Partner of a Limited Partnership is to cease to be a General Partner and is to become a Limited Partner of the partnership:

1. (a) must be legible and clearly state the necessary details of the arrangement or transaction, including the effect of it on the partner; and
2. (b) must be published in 1 or more newspapers or other publications best suited to bring the arrangement or transaction to the attention of Persons who may be affected by it.

2.6.2. This rule does not apply in relation to a General Partner of a Limited Partnership that is a Fund registered by the AFSA.

2.7. Limited Partnerships: notification of change in registered details

For the definition of registered details in section 14(4) (Limited Partnerships: notification of change in registered details) of the AIFC Limited Partnership Regulations and in relation to a LimitedPartnership, the information about the partnership that is required to be included in the register kept under section 59(1) (Public registers of limited partnerships) of those Regulations is prescribed.