2.1. Application for incorporation limited liability partnerships

2.1.1. In addition to the matters required by section 12(2) of the AIFC Limited Liability Partnership Regulations and so far as they are not required by that subsection, an application for the incorporation of a limited liability partnership must include the following:

1. (a) for each proposed member of the partnership who is an individual—the full name and address, the date and place of birth, and all former given or family names, of the proposed member;
2. (b) for each proposed member of the partnership that is a body corporate—the full corporate name, the place of incorporation, and the address of the registered or principal office, of the proposed member.

2.1.2. If a proposed member of the limited liability 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 proposed member’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 Liability Partnership names

2.2.1. A Person may apply to the Registrar of Companies for the reservation of a name for a Limited Liability Partnership (or proposed Limited Liability 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 Liability Partnership or the reservation of a name for a Limited Liability Partnership (or a proposed Limited Liability 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 Liability 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 a company or another Limited Liability 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’; or

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

(iii) words that suggest in some other way that the partnership 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, the opinion of the Registrar, otherwise undesirable.

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

2.3. Partnership agreement

The partnership agreement of a Limited Liability Partnership Agreement must include provision for the following matters:

• (a) the process by which Persons may become members of, and cease to be members of, the partnership;
• (b) proceedings of the members of the partnership, including meetings;
• (c) accounts and other information to be provided to members;
• (d) the process by which Persons may become Designated Members of, and cease to be Designated Members of, the partnership;
• (e) the Functions of Designated Members;
• (f) the liability of members to contribute to the assets of the partnership if it is wound up;
• (g) the keeping of minutes.

2.4. Certificates of incorporation of Limited Liability Partnerships

In addition to the matters required by section 12(1)(a) (Effect of incorporation etc.) of the AIFC Limited Liability Partnership Regulations, the certificate of registration of a Limited LiabilityPartnership must include:

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

2.5. Certificates of name change of Limited Liability Partnerships

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

2.6. Register of members of Limited Liability Partnership

2.6.1. Limited Liability Partnership must keep, at its registered office, unless the Register is kept by the Registrar under subrule (2.6.2), a register showing the following particulars for each Person who is or has been a member (including a Designated Member) of the partnership (the member), and kept in alphabetical order of their names:

• (a) the member’s full name;
• (b) if the member has a former name (including, for an individual, any former given or family name)— the former name or, if the member has 2 or more former names, each former name;
• (c) the member’s date and place of birth, incorporation, formation or registration, as the case may be;
• (d) the member’s address or, if the member has 2 or more addresses, each address;
• (e) if the member has had a former address within the last 5 years—the address or, if the member has had 2 or more former addresses within that period, each former address;
• (f) the date the member became a member;
• (g) if relevant, the date the member ceased to be a member;
• (h) whether the member is or has been a Designated Member;
• (i) if the member is or has been a Designated Member—the date (or each of the dates) when the member became a Designated Member and, if relevant, the date (or each of the dates) when the member ceased to be a Designated Member.

2.6.2. A Limited Liability Partnership may make an election to keep information in the Register kept by the Registrar.

2.6.3. An election may be made under this rule by:

• (a) the applicant wishing to incorporate a Limited Liability Partnership under the Regulations; or
• (b) the Limited Liability Partnership itself once it is incorporated.

2.6.4. In subrule 2.6.3(b), the election is of no effect, without prior agreement of all the Members of the Limited Liability Partnership to the making of the election.

2.6.5. An election under this rule is made by giving notice of election to the Registrar.

2.6.6. If the notice is given by Persons wishing to register a Limited Liability Partnership:

• (a) it must be given together with the application for registration under section 10 (AIFC Limited Liability Partnership Regulations); and
• (b) it must be accompanied by a statement containing all the information under subrule 2.6.1.

2.6.7. If the notice is given by the Limited Liability Partnership, it must be accompanied by:

• (a) a statement by the Limited Liability Partnership that all the Members of the Limited Liability Partnership have assented to the making of the election; and
• (b) a statement containing all the information that is required under subrule 2.6.1 to be contained in the Limited Liability Partnership's Register of Members as at the date of the notice in respect of matters that are current as at that date.

2.6.8. An election made under subrule 2.6.2 takes effect when the notice of election is registered by the Registrar.

2.6.9. The election remains in force until either:

• (a) the Limited Liability Partnership ceases to be a General Partnership; or
• (b) a notice of withdrawal sent by the Limited Liability Partnership under subrule 2.6.13 is registered by the Registrar, whichever occurs first.

2.6.10. While an election under subrule 2.6.2 is in force, a Limited Liability Partnership must continue to keep a Register of Members in accordance with subrule 2.6.1 containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Limited Liability Partnership does not have to update that Register to reflect any changes that occur after that time.

2.6.11. The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.

2.6.12. During the period when an election under subrule 2.6.2 is in force, a Limited Liability Partnership must deliver to the Registrar any information under subrule 2.6.1 which the Limited Liability Partnership would, in the absence of any such election, have been obliged under these Rules to enter in its Register of Members and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.

2.6.13. A Limited Liability Partnership may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subrule 2.6.2, where:

• (a) the withdrawal takes effect when the notice is registered by the Registrar;
• (b) the effect of withdrawal is that the Limited Liability Partnership's obligation under subrule

2.6.1 to maintain a Register of Members applies from then on with respect to the period going forward;

• (c) the Limited Liability Partnership must place a note in its Register of Members —

(i) stating that the election under subrule (2.4.2.) has been withdrawn;

(ii) recording when that withdrawal took effect; and

(iii) indicating that information about its Members relating to the period when the election was in force that is no longer current is available for public inspection in the Register kept by the Registrar.

2.6.14. All notices and information to be delivered to the Registrar under this rule must be in Writing.

2.7. Notification of change in certain registered details of Limited Liability Partnership

2.7.1. If any of the relevant registered details of a Limited Liability Partnership change, the partnership must notify the Registrar of Companies in Writing within 14 days after the day the change happens.

2.7.2. Contravention of this rule is punishable by a fine.

2.7.3. The maximum fine that may be imposed on a Person for a Contravention of this rule is US$1,000.

2.7.4. In this rule: relevant registered details, in relation to a Limited Liability Partnership, means information about the partnership required to be included in the register kept under section 51(1) (Public registers of limited liability partnerships) of the AIFC Limited Liability Partnership Regulations, other than any information in relation to which section 26 (Notification of membership changes) of those Regulations applies.

2.7.5. Changes in the Registered Details notice must be accompanied by the fee prescribed by the Rules from time to time.

2.8. Accounting Records of Limited Liability Partnerships

2.8.1. For section 28(2)(a) (Accounting Records of Limited Liability Partnerships) of the AIFC Limited Liability Partnership Regulations, the Accounting Records of a Limited Liability Partnership must be kept at the registered office of the partnership or at another place decided by the members in accordance with subrule 2.8.2.

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

2.9. Accounting standards for Limited Liability Partnerships

2.9.1. This rule applies to a Limited Liability Partnership that is not an Authorised Firm.

2.9.2. For section 30(2)(a) (Accounts of Limited Liability Partnerships) of the AIFC Limited Liability Partnership Regulations, the accounts of the Limited Liability Partnership must be prepared inaccordance with the International Financial Reporting Standards or, if the application of those standards are modified under subrule 2.9.3 in relation to the partnership, those standards asmodified.

2.9.3. The Registrar of Companies may, on the application of the Limited Liability Partnership, modify the application of the International Financial Reporting Standards in relation to the partnership if satisfied that the modification is necessary to ensure that the partnership’s accounts comply with section 30(2)(b) of the AIFC Limited Liability Partnership Regulations.