Entire Act

PART 3: RECOGNISED LIMITED LIABILITY PARTNERSHIPS

3.1. Application for registration as Recognised Limited Liability Partnership

3.1.1. The designated members of a limited liability partnership incorporated outside the AIFC may apply for the registration of the partnership as a Recognised Limited Liability Partnership 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 liability partnership; and
  • (b) the address of its proposed principal place of business in the AIFC; and
  • (c) the names and addresses 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) for each designated member or other member who is an individual—the full name and address, the date and place of birth, and all former given or family names, of the member; and
  • (e) for each designated member or other member that is a body corporate—the full corporate name, the place of incorporation, and the address of the registered or principal office, of the member; and
  • (f) 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.

3.1.3. The application must be accompanied by:

  • (a) a copy of the limited liability partnership’s current certificate of incorporation or registration in its place of origin, or a Document of similar effect, certified by the relevant authority in that jurisdiction; and
  • (b) a copy of the partnership’s most recent audited accounts filed, if applicable, with the relevant authority of that jurisdiction or the partnership’s accounts that are otherwise satisfactory to the Registrar.

3.1.4. Each Document accompanying the application must be acceptable to the Registrar of Companies.

3.1.5. If any of the Documents is not in the English language, the Documents must be accompanied by a translation certified to the satisfaction of the Registrar of Companies.

3.1.6. The Registrar of Companies may require the designated members to provide any additional information reasonably required by the Registrar to decide the application.

3.1.7. The Registrar of Companies may refuse to register the limited liability partnership for any reason the Registrar considers to be a proper reason for refusing the registration.

3.2. Certificates of registration of Recognised Limited Liability Partnerships

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

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

3.3. Certificates of name change of Recognised Limited Liability Partnerships

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

3.4. Registered details for Recognised Limited Liability Partnerships

For the definition of registered details in section 38(3) (Notification of change in registered details of Recognised Limited Liability Partnership) of the AIFC Limited Liability Partnership Regulations and in relation to a Recognised Limited Liability Partnership, the information about the partnership that is required to be included in the register kept under section 51(2) (Public registers of limited liability partnerships) of those Regulations is prescribed.

3.5 Register of members of Recognised Limited Liability Partnership

A Recognised Limited Liability Partnership must keep, at its principal place of business in the AIFC, a register showing the particulars mentioned in subrule 2.6.1 for each Person who is or has been a member (including a Designated Member) of the partnership (the member).