Entire Act

PART 3: RECOGNISED LIMITED PARTNERSHIPS

3.1. Application for registration as Recognised Limited Partnership

3.1.1. The general partners of a limited partnership formed outside the AIFC may apply for the registration of the partnership as a Recognised Limited Partnership, and for the registration of each of the partners, by signing, and filing with the Registrar of Companies, an application for registration.

3.1.2. The application must set out:

  • (a) the name of the limited partnership; and
  • (b) the address of its proposed principal place of business in the AIFC; and
  • (c) the full name and address of each Person who is authorised to accept service of any notice or other Document on behalf of the partnership in the AIFC; and
  • (d) the nature of the business, purpose or activity to be conducted by the partnership in or from the AIFC; and
  • (e) 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; and
  • (f) 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 the partner; and
  • (g) the partnership’s registered office in its place of origin or, if there is no registered office required under the laws of the place of origin, its principal place of business in its place of origin; and
  • (h) amount and type of contribution of each partner.

3.1.3. The application must be accompanied by a copy of the limited partnership’s current certificate of registration in its place of origin, or a Document of similar effect, certified by the relevant authority in that jurisdiction. The Document must be acceptable to the Registrar of Companies.

3.1.4. 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.

3.1.5. The Registrar of Companies may require the general partners to provide any additional information reasonably required by the Registrar to decide the application.

3.1.6. The Registrar of Companies may refuse to register the limited partnership, or any partner of the limited partnership, for any reason the Registrar considers to be a proper reason for refusing the registration.

3.2. Certificates of registration of Recognised Limited Partnerships

On registration of a Recognised Limited Partnership, the Registrar of Companies must issue a certificate of registration confirming that the partnership is registered and stating that the partnership is registered as a ‘Recognised Limited Partnership’. The certificate must include:

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

3.3. Certificates of name change of Recognised Limited Partnerships

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

3.4. Recognised Limited Partnerships: notification of change in registered details

For the definition of registered details in section 47(3) (Recognised Limited Partnerships: notification of change in registered details) of the AIFC Limited Partnership Regulations and in relation to a Recognised Limited Partnership, the information about the partnership that is required to be included in the register kept under section 59(2) (Public registers of limited partnerships) of those Regulations is prescribed.