Entire Act

PART 5: MISCELLANEOUS

5.1. Address of registered office etc.

5.1.1. This rule applies to the following addresses, as set out in an application for registration or continuation, or a notification given to the Registrar of Companies, under the AIFC Limited Partnership Regulations:

  • (a) the address of a partnership’s registered office (or proposed registered office) in the AIFC;
  • (aa) the registered email address;
  • (b) the address of a partnership’s principal place of business (or proposed principal place of business) in the AIFC;
  • (c) the address of a Person authorised to accept service of any notice or other Document on behalf of a partnership in the AIFC.

5.1.2. The address must include the following details, so far as they are applicable:

  • (a) the name (or number) of the building;
  • (b) the floor or level of that building.

5.1.3. The address must consist of a location address and, if different, a postal address.

5.1-1. Registered email address

(1)  This rule applies to the registered email address as set out in an application for incorporation or notification given to the Registrar of Companies, under the AIFC Limited Partnership Regulations.

(2)  The registered email address must at all times be an appropriate email address.

(3)  An email address is an “appropriate email address” if, in the ordinary course of events, emails sent to it by the Registrar would be expected to come to the attention of a Person acting on behalf of the Limited Partnership or Recognised Limited Partnership.

(4)  The notification of change of a partnership’s registered email address must include a statement that the new email address is an appropriate email address within the meaning given by subrule (3).

5.2. Public registers of limited partnerships

5.2.1. The Registrar of Companies must, in the relevant register kept by the Registrar under section 59 (Public registers of limited partnerships) of the AIFC Limited Partnership Regulations, record the following details, so far as relevant, in relation to each Limited Partnership or Recognised Limited Partnership that is, or has been, registered in the AIFC:

  • (a) the partnership’s current registered name or, if the partnership is no longer registered, its last registered name;
  • (aa) the registered email address;
  • (b) the partnership’s identification number;
  • (c) the partnership’s date of registration and, if the partnership is no longer registered, the date it ceased to be registered;
  • (d) the partnership’s former registered names;
  • (e) the date of registration of every change of name;
  • (f) for a Limited Partnership—the address of the partnership’s current registered office or, if the partnership is no longer registered, the address of its last registered office;
  • (g) for a Limited Partnership—the addresses of the partnership’s former registered offices;
  • (h) for a Limited Partnership—the date of registration of every change of registered office;
  • (i) for a Recognised Limited Partnership—the address of the partnership’s current registered principal place of business in the AIFC or, if the partnership is no longer registered, the address of its last registered principal place of business in the AIFC;
  • (ia) the registered email address;
  • (j) for a Recognised Limited Partnership—the addresses of the partnership’s former registered principal places of business in the AIFC;
  • (k) for a Recognised Limited Partnership—the date of registration of every change of the partnership’s registered principal place of business in the AIFC;
  • (l) for a Recognised Limited Partnership—the name and address of the each Person currently registered as authorised to accept service on behalf of the partnership or, if the partnership is no longer registered, the name and address of each Person last registered as authorised to accept service on behalf of the partnership in the AIFC;
  • (m) for a Recognised Limited Partnership—the name and address of the each Person formerly registered as authorised to accept service on behalf of the partnership in the AIFC;
  • (n) for a Recognised Limited Partnership—the date of registration of every change in the details of the Persons authorised to accept service on behalf of the partnership in the AIFC;
  • (o) the current partners or, if the partnership is no longer registered, the last registered partners of the partnership;
  • (p) for a Recognised Limited Partnership—the dates of registration of the current partners or last registered partners;
  • (q) for a Recognised Limited Partnership—the former registered partners;
  • (r) for a Recognised Limited Partnership—the dates each of the former registered partners was registered and ceased to be registered;
  • (s) the amount and type of contribution made by each partner to the partnership property;
  • (t) for a Recognised Limited Partnership—the jurisdiction in which the partnership was formed;
  • (u) the partnership’s financial year end.

5.2.2. The Registrar of Companies must, in the register of Limited Partnerships kept by the Registrar under section 59 of the AIFC Limited Partnership Regulations, record the following details, so far as relevant, in relation to each Person (the partner) who is or has been a Partner of each Limited Partnership that is, or has been, registered in the AIFC:

  • (a) if the partner is an individual—the partner’s full name and address (or, if the partner has 2 or more addresses, each address);
  • (b) if the partner is a body corporate—the partner’s full name, the place where it was incorporated and the address of its registered or principal office;
  • (d) if the partner has a former name (including, for an individual, any former given or family name)—the former name or, if the partner has 2 or more former names, each former name;
  • (e) the partner’s date and place of birth, incorporation, formation or registration, as the case may be;
  • (f) if the partner has had a former address within the last 5 years—the address or, if the partner has had 2 or more former addresses within that period, each former address;
  • (g) the date the partner was registered as a Partner;
  • (h) if relevant, the date the partner ceased to be a Partner;
  • (i) whether the partner was registered as a General Partner or Limited Partner;
  • (j) if the partner has been registered as a General Partner and as a Limited Partner—each of the dates when the partner was registered as a General Partner and Limited Partner and each of the dates when the partner ceased to be a General Partner or Limited Partner.

5.3. Evidence of matters

5.3.1. A certificate that appears to be signed by or on behalf of the Registrar of Companies, and states any matter that appears in a register kept by the Registrar under section 59 (Public registers of limited partnerships) of the AIFC Limited Partnership Regulations, is evidence of the matter.

5.3.2. The Court must accept a certificate under subrule 5.3.1 as proof of the matters stated in it if there is no evidence to the contrary.

5.3.3. A Document that appears to be a copy of the certificate of registration, or a certificate of name change, of a Limited Partnership or Recognised Limited Partnership, and to be certified by the Registrar of Companies, is evidence of the matters stated in it.

5.3.4. The Court must accept a Document mentioned in subrule 5.3.3 as evidence of the matters stated in it unless the contrary is established.

5.3-1. Retention

All Documents filed with the Registrar must be retained by the Registrar for a minimum of six years from the date of filing, irrespective of the status of the Limited Partnership to which such Documents relate.

5.4. Fine limits

The maximum fine that may be imposed on a Person by the Registrar of Companies for a Contravention of a provision of the AIFC Limited Partnership Regulations mentioned in column 2 of an item of Schedule 1 (Fine limits) is the amount specified in column 4 of the item.