4.1. Transfer of Foreign Limited Partnerships to AIFC

4.1.1. An application by a Foreign Limited Partnership for the continuation of the partnership as a Limited Partnership must include the following:

• (a) the partnership’s name;
• (b) the address of the partnership’s proposed registered office in the AIFC;
• (c) the nature of the business, purpose or activity to be conducted by the partnership in or from the AIFC;
• (d) 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;
• (e) 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.

4.1.2. In addition to the Documents required by section 50 (Application for transfer of Foreign Limited Partnership to AIFC) of the AIFC Limited Partnership Regulations, the application must be accompanied by the following:

• (a) evidence satisfactory to Registrar of Companies that the partnership agreement accompanying the application is a true copy of the Foreign Limited Partnership’s current partnership agreement;
• (b) a copy of the partnership’s current certificate of registration in the jurisdiction in which it was formed (the relevant jurisdiction), or a Document of similar effect, certified by the relevant authority in the relevant jurisdiction or another Document satisfactory to the Registrar;
• (c) evidence satisfactory to the Registrar that the partnership is authorised by the laws of the relevant jurisdiction to be continued under the laws of another jurisdiction and that it has complied with all the relevant requirements under the laws of the relevant jurisdiction;
• (d) evidence satisfactory to the Registrar that all necessary consents in the relevant jurisdiction have been obtained and certified by the relevant authorities of that jurisdiction;
• (e) a copy of the partnership’s most recent accounts;
• (f) a declaration by the general partners of the partnership under subrule 4.1.6. 4.1.3. Each Document accompanying the application must be acceptable to the Registrar of Companies.

4.1.4. If any of the Documents are not in the English language, the Documents must be accompanied by an English translation certified to the satisfaction of the Registrar of Companies.

4.1.5. The Registrar of Companies may require the Foreign Limited Partnership to provide any information or any other Document that the Registrar considers relevant to making a decision on the application.

4.1.6. For subrule 4.1.2(f), the general partners of the Foreign Limited Partnership must state that:

• (a) the partnership is able to pay its debts as they fall due; and
• (b) there is no reasonable prospect of the partnership being unable to pay its debts as they fall due; and
• (c) the value of the partnership’s current assets exceeds the amount of its current Liabilities, taking into account its contingent and prospective Liabilities; and
• (d) there are no applications made to any court:

(i) to put the partnership into liquidation; or to wind up the partnership; or

(ii) to have the partnership declared insolvent or otherwise unable to pay its debts as they fall due; or

(iii) for the appointment of a receiver or administrative receiver (however described) in relation to any property of the partnership.

4.1.7. If the Foreign Limited Partnership is an Authorised Firm, Authorised Market Institution or Ancillary Service Provider, the Registrar of Companies must not approve the application unless the AFSA has given its Written consent to the approval.

4.1.8. If the Registrar of Companies approves the application and issues a certificate of continuation to the Foreign Limited Partnership, the partnership must file with the Registrar any certificate or other Document issued under the laws of the relevant jurisdiction evidencing the fact the partnership has ceased to be registered under those laws.

4.2. Certificate of continuation

The certificate of continuation issued by the Registrar of Companies under section 51(1)(a) (Issue of certificate of continuation etc.) of the AIFC Limited Partnership Regulations for a Foreign Limited Partnership must include:

• (a) the name of the partnership; and
• (b) the partnership’s identification number; and
• (c) a statement that the partnership is continued as a Limited Partnership; and
• (d) the date of continuation.

4.3. Transfer of Limited Partnerships from AIFC

4.3.1. An application by a Limited Partnership to the Registrar of Companies for authorisation, under section 55(2)(c) (Transfer of Limited Partnership from AIFC to another jurisdiction) of the AIFC Limited Partnership Regulations, to apply to transfer the partnership to another jurisdiction (the other jurisdiction), and be continued as a Foreign Limited Partnership, must be accompanied by the following:

1. (a) if the partnership agreement authorises the partnership to make the application—evidence satisfactory to the Registrar that the partnership is authorised to make the application by its partnership agreement;
2. (b) if the partnership agreement is silent on whether the partnership is authorised to make the application—evidence satisfactory to the Registrar that all the General Partners and Limited Partners have authorised the partnership to make to application;
3. (c) evidence satisfactory to the Registrar that:
4. (i) the partnership is able to transfer and be continued under the laws of the other jurisdiction; and

(ii) the laws of the other jurisdiction satisfy the requirements mentioned in section 55(3) of the AIFC Limited Partnership Regulations;

1. (d) if the partnership is an Authorised Firm, Authorised Market Institution or Ancillary Service Provider—the AFSA’s Written consent to the application;
2. (e) a declaration by the General Partners under subrule 4.3.3.

4.3.2. The Registrar of Companies may require the Limited Partnership to provide any information or any other Document that the Registrar considers relevant to making a decision on the application.

4.3.3. For rule 4.3.1(e), the declaration by the General Partners of the Limited Partnership must state that:

1. (a) the partnership is able to pay its debts as they fall due; and
2. (b) there is no reasonable prospect of the partnership being unable to pay its debts as they fall due; and
3. (c) the value of the partnership’s current assets exceeds the amount of its current Liabilities, taking into account its contingent and prospective Liabilities; and
4. (d) there are no applications made to any court:
5. (i) to put the partnership into liquidation; or

(ii) to wind up the partnership; or

(iii) to have the partnership declared insolvent or otherwise unable to pay its debts as they fall due; or

(iv) for the appointment of a receiver or administrative receiver (however described) in relation to any property of the partnership.

4.3.4. If a Limited Partnership intends to make an application mentioned in subrule 4.3.1 to the Registrar of Companies, the partnership must, not later than 60 days before the day the partnership makes the application, publish a legible and comprehensible notice in 1 or more newspapers or other publications best suited to bring the intended transfer to the attention of any Persons who may be

affected by the transfer.