Labuan Limited Partnerships and Limited Liability Partnerships Act 2010

8/7/2019 Labuan Limited Partnerships and Limited Liability Partnerships Act 2010

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1 Labuan Limited Partnerships and Limited

Liability Partnerships

laws OF MalaYsIa

act 707

laBUaN lIMITED PaRTNERsHIPs aNDlIMITED lIaBIlITY PaRTNERsHIPs aCT 2010


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2 Laws of Malaysia Act 707

Date of Royal Assent ... ... 31 January 2010

Date of publaton n theGazette ... ... ... 11 February 2010

Pubiher Copyright C

PERCETakaN NasIONal MalaYsIa BERHaD

All rghts resered. No part of ths publaton may be reprodued, stored n a retreal system or transmtted n any form or by any means

eletron, mehanal, photoopyng, reordng and/or otherwse wthout the pror permsson ofPercetn Nion Myi Berhd

(appointed Printer to the Government of Myi).


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Liability Partnershipslaws OF MalaYsIa

act 707


ARRANGEMENT OF SEcTiONS

Part I

PrELIMINarY

Seton

1. Short ttle and ommenement

2. interpretaton

Part II

aDMINIStratION OF tHE aCt

3. Admnstraton of the At

Part III

LaBUaN LIMItED PartNErSHIPS

chapter 1

Establishment of Labuan limited partnership

4. Labuan lmted partnershp

5. Regstraton of Labuan lmted partnershp

6. Amendment of partnershp agreement

7. Name of Labuan lmted partnershp

8. change of name of Labuan lmted partnershp

9. Regstered offe of Labuan lmted partnershp


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chapter 2

Management and administration of Labuan limited partnership

Seton

10. contrbuton of lmted partner

11. Rghts and oblgatons of general partner

12. Enforement of judgments aganst property of Labuan lmtedpartnershp

13. Rghts of lmted partner

14. Share of profts

15. Dealngs by lmted partner wth Labuan lmted partnershp

16. Lmted partners rghts as between themseles17. Return of lmted partners ontrbuton

18. Lmted partners lablty to Labuan lmted partnershp

19. Lmted partners lablty to redtors

20. Admsson of addtonal lmted partners and general partners

21. Assgnment

22. Legal proeedngs and sere of douments

23. Authorty of general partner to sgn

chapter 3

Dissolution of Labuan limited partnership

24. Note of dssoluton

25. Dssoluton of Labuan lmted partnershp

26. Dssoluton of Labuan lmted partnershp on death of general partner

27. Power of ourt to order dssoluton

28. Settlng aounts on dssoluton

Part iv

LaBUaN LIMItED LIaBILItY PartNErSHIPS

chapter 1

Establishment of Labuan limited liability partnership

29. Labuan lmted lablty partnershp

30. Regstraton of Labuan lmted lablty partnershp


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Seton

31. Regstraton of hanges n partulars

32. Name of Labuan lmted lablty partnershp

33. change of name of Labuan lmted lablty partnershp

chapter 2

Conversion to Labuan limited liability partnership

34. conerson from Labuan lmted partnershp to Labuan lmted labltypartnershp

35. conerson from Labuan ompany to Labuan lmted labltypartnershp

36. Statements to be fled

37. Regstraton of onerson

38. Effet of regstraton

39. Pendng proeedngs

40. contnuane of onton, rulng, order or judgment

41. Exstng agreements

42. Exstng ontrats, etc .

43. contnuane of employment

44. Exstng appontment, authorty or power

45. Applaton of setons 38 to 44

46. Labltes and oblgatons of partner before onerson

47. Note of onerson n noes and orrespondene

chapter 3

Recognized limited liability partnership

48. Regstraton of reognzed lmted lablty partnershp

49. Name of reognzed lmted lablty partnershp

50. Regstered offe of reognzed lmted lablty partnershp

51. Return to be fled where partulars, etc ., hanged

52. Sere on reognzed lmted lablty partnershp


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Seton

53. cessaton of busness n Labuan

54. Lqudaton or dssoluton of reognzed lmted lablty partnershp n

plae of norporaton or orgn

chapter 4

Capacity and transactions of Labuan limited liability partnership

55. Separate legal personalty

56. Lmted lablty of partners

57. Power of partner to bnd the Labuan lmted lablty partnershp

58. Relatonshp of partners

59. Dealngs by partners wth the Labuan lmted lablty partnershp

60. Assgnment of nterest

61. Admsson and retrement of partners

62. Bankrupty of a partner

chapter 5

Management and administration of Labuan limited liability partnership

63. Regstered offe of Labuan lmted lablty partnershp

64. Desgnated partner

65. Dutes and responsbltes of desgnated partner

66. Annual soleny ertfate

chapter 6

Dissolution of Labuan limited liability partnership

67. Reeershp and wndng-up

68. Alternate proedure for oluntary wndng-up of Labuan lmted lablty

partnershp

69. Reoaton of dssoluton


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Part V

GENERAL

Seton

70. Aounts to be kept

71. Permtted purpose of establshment

72. Fees

73. inspeton and produton of douments kept

74. Form of reords

75. Offene by body orporate

76. Douments to be fled through Labuan trust ompany

77. General penalty

78. Power to mpose admnstrate penaltes

79. compoundng of offenes

80. Strkng-off

81. Restoraton to regster

82. Effet of strkng-off

83. Serey

84. Rght to nformaton

85. Applaton of the Labuan Fnanal Seres Authorty At 1996

86. Applaton of partnershp law

87. Proedure where none lad down

88. Power to exempt89. Regulatons

90. Proteton aganst sut and legal proeedngs

91. Repeal and sangs


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Liability Partnershipslaws OF MalaYsIa

act 707


An At to prode for the establshment, regulaton and dssolutonof Labuan lmted partnershps and Labuan lmted labltypartnershps and for matters onneted therewth or ndentalthereto.

[ ]

ENaCTED by the Parlament of Malaysa as follows:

Part I

PRELiMiNARY

short tite nd commencement

1. (1) Ths At may be ted as the Labuan Lmted Partnershpsand Lmted Lablty Partnershps At 2010.

(2) Ths At omes nto operaton on a date to be appontedby the Mnster by notfaton n the Gazette.

Interprettion

2. (1) in ths At, unless the ontext otherwse requres

approed lqudator means a person approed under subseton12(1) of the Labuan companes At 1990 [ Act 441];

Authorty means the Labuan Fnanal Seres Authorty

establshed under seton 3 of the Labuan Fnanal SeresAuthorty At 1996 [ Act 545];


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authorzed offer means an offer duly authorzed by the

Authorty under subseton 3(2);

ertfate means a ertfate ssued under ths At;

ertfed means ertfed n the presrbed manner to be a

partular doument or to be a true opy thereof;

orporaton means any body orporate formed or norporated

or exstng wthn Malaysa or outsde Malaysa and nludes a

foregn Labuan ompany but does not nlude

(a) a orporaton sole;

(b) a trade unon regstered under any wrtten law as a trade

unon; and

(c) a soety regstered under any wrtten law relatng to

o-operate soetes;

ourt means a ourt of ompetent jursdton;

desgnated partner, n relaton to a Labuan lmted labltypartnershp, means a partner dentfed as a desgnated partner

n the applaton made to the Authorty under seton 30 or a

note fled under seton 31;

general partner, n relaton to a Labuan lmted partnershp,

means a person who s named as a general partner n the

partnershp agreement fled under subseton 5(2) and f more

than one, means eah general partner;

Labuan means the Federal Terrtory of Labuan;

Labuan ompany has the meanng assgned to t n the Labuan

companes At 1990;

Labuan lmted lablty partnershp means a lmted lablty

partnershp regstered under seton 30 or 48;

Labuan lmted partnershp means a lmted partnershpregstered under seton 5;


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Labuan trust ompany means a ompany regstered as a

Labuan trust ompany under Part v of the Labuan Fnanal

Seres and Seurtes At 2010 [ Act 704];

lmted partner, n relaton to a Labuan lmted partnershp,

means a person who s named as a lmted partner n the regster

kept under subseton 9(5) and f more than one, means eah

lmted partner;

Mnster means the Mnster for the tme beng harged wth

the responsblty for fnane;

partner

(a) n relaton to a Labuan lmted partnershp, means a

lmted partner or a general partner; and

(b) n relaton to a Labuan lmted lablty partnershp, means

a person who s a partner, nludng a desgnated partner,

n that partnershp and named as suh n the applaton

made to the Authorty under seton 30 or a note fled

under seton 31,

as the ase may be;

partnershp agreement means an agreement n wrtng of the

partners as to the affars of a Labuan lmted partnershp or a

Labuan lmted lablty partnershp, as the ase may be, and the

rghts and oblgatons of the partners among themseles;

partnershp nterest means a partners share of the proftsand losses of a Labuan lmted partnershp or a Labuan lmted

lablty partnershp, as the ase may be, and the rght to reee

dstrbuton of partnershp assets and other benefts onferred by

the partnershp agreement;

presrbe, where no mode s mentoned, means presrbe from

tme to tme by order publshed n the Gazette, and a power to

presrbe nludes the power to make dfferent prosons n the

order for dfferent persons, lasses, ategores or desrptons ofpersons, and presrbed shall be onstrued aordngly;


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property nludes

(a) assets of eery knd, whether orporeal or norporeal,moable or mmoable, tangble or ntangble, howeer

aqured; and

(b) legal douments or nstruments n any form, nludngeletron or dgtal, edenng ttle to or nterest n,suh assets, nludng bank heques, money orders, shares,seurtes, bonds, bank drafts and letters of redt;

regster

(a) n respet of Labuan lmted partnershps, means theregster mantaned under subseton 5(3); and

(b) n respet of Labuan lmted lablty partnershps, meansthe regster mantaned under subseton 30(7);

resdent means a person who

(a) n relaton to a natural person, s a tzen or permanentresdent of Malaysa; and

(b) n relaton to any other person, has establshed a plaeof busness, and s operatng, n Malaysa,

and nludes a person who s delared to be a resdent pursuantto seton 43 of the Exhange control At 1953 [ Act 17];

rnggt means a rnggt n the urreny of Malaysa;

spefy, where no mode s mentoned, means spefy from

tme to tme n wrtng, and a power to spefy nludes the powerto spefy dfferently for dfferent persons, lasses, ategoresor desrptons of persons, and spefed shall be onstruedaordngly;

statutory alue has the meanng assgned to t nsubseton 10(2).

(2) For the purposes of ths At, a Labuan lmted partnershp

s nsolent at a partular tme when the general partner sunable to dsharge the debts and oblgatons of the Labuanlmted partnershp, exludng labltes to partners n respet of


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ther partnershp nterests, as they fall due, out of the assets ofthe Labuan lmted partnershp wthout reourse to the separate

assets of a general partner not ontrbuted to the Labuan lmtedpartnershp, and solent shall be onstrued aordngly.

Part II

ADMiNiSTRATiON OF THE AcT

adminitrtion of the act

3. (1) The Authorty shall be responsble for the admnstratonof ths At, subjet to the general dreton and ontrol of theMnster.

(2) The Authorty may authorze any of ts members or offersto perform any of ts funtons, exerse any of ts powers, ordsharge any of ts dutes under ths At.

(3) Subjet to suh lmtatons, f any, as may be presrbed,an authorzed offer shall perform all the funtons, exerse all

the powers and dsharge all the dutes of the Authorty and eeryfunton so performed, power so exersed and duty so dshargedshall be deemed to hae been duly performed, exersed anddsharged for the purposes of ths At.

(4) All ourts, judges and persons atng judally shall take judal note of the seal of the Authorty.

Part III

LABUAN LiMiTED PARTNERSHiPS

chapter 1

Establishment of Labuan limited partnership

lbun imited prtnerhip

4. (1) Subjet to the prosons of ths At, a Labuan lmtedpartnershp may be formed by any person for any lawfulpurpose.


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(2) A Labuan lmted partnershp shall onsst of not less thantwo partners and not more than ffty partners who may be anyperson and of whom

(a) one at least shall be a general partner; and

(b) one at least shall be a lmted partner.

(3) A person may be a general partner and a lmted partnerat the same tme n the same Labuan lmted partnershp.

(4) Where a Labuan lmted partnershp s formed for thepurpose of arryng on any professonal prate, the Labuan

lmted partnershp

(a) shall onsst of partners none of whom s a orporaton;and

(b) shall hae n fore professonal ndemnty nsurane oerfor an amount not less than the presrbed amount wthany nsurer approed by the Authorty.

Regitrtion of lbun imited prtnerhip

5. (1) An applaton for the regstraton of a Labuan lmtedpartnershp shall be made to the Authorty and aompaned bythe presrbed fee and suh douments as may be spefed bythe Authorty.

(2) The Authorty shall not regster a Labuan lmted partnershpunless there has been fled wth the Authorty a ertfed opy

of a partnershp agreement exeuted by eah person who s, onthe formaton of the Labuan lmted partnershp, to be a partnerand the partnershp agreement shall state

(a) the name under whh the Labuan lmted partnershp sto be onduted;

(b) the ntended address of the regstered offe of the Labuanlmted partnershp;

(c) the full name and address of eah general partner or, n the

ase of a orporaton, the plae where t s norporatedand ts regstered or prnpal offe;


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(d) the term, f any, for whh the Labuan lmted partnershps to exst or, f for unlmted duraton, a statement to

that effet; (e) the nature of busness to be undertaken; and

(f) suh other nformaton as may be spefed by theAuthorty.

(3) The Authorty shall mantan a regster of Labuan lmtedpartnershps regstered under ths At.

(4) Upon the regstraton of a Labuan lmted partnershp, theAuthorty shall ssue a ertfate of regstraton whh shall besgned by the Authorty or any of ts authorzed offers andsealed wth ts seal.

(5) A ertfate ssued under subseton (4) shall be onluseedene that a Labuan lmted partnershp has been regsteredwth the Authorty.

(6) The Authorty may mpose or attah any ondton, restrtonor term as t thnks ft to a regstraton under ths seton.

(7) Nothng n ths seton shall be onstrued as to requre theAuthorty to regster a lmted partnershp f t s not satsfedwth the partulars or other nformaton furnshed under thsAt.

amendment of prtnerhip greement

6. (1) if any hange s made or ours n respet of any of thepartulars n the partnershp agreement of a Labuan lmtedpartnershp regstered under seton 5, the Labuan lmted partnershpshall, wthn thrty days, fle wth the Authorty a note sgnedby a general partner, spefyng the nature of the hange.

(2) The Authorty shall regster the note referred to nsubseton (1), and upon payment of the presrbed fee, the

Authorty may ssue a ertfate ertfyng the regstraton ofthe hange n partulars n the partnershp agreement.


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(3) The ertfate ssued under subseton (2) shall be sgned

by the Authorty or any of ts authorzed offers and sealed wth

ts seal, and that ertfate shall be prima facie edene n all

ourts as to the hange.

(4) The Authorty may, n any partular ase, requre a note

fled under subseton (1) to be retfed by the Labuan lmted

partnershp n suh manner as the Authorty onsders ft.

(5) if a Labuan lmted partnershp fals to omply wth

subseton (1) or (4), eah of the general partners shall be

lable to an admnstrate penalty as spefed by the

Authorty.

Nme of lbun imited prtnerhip

7. (1) The name of a Labuan lmted partnershp shall end wth the

words Lmted Partnershp n full or the abbreaton Ltd.P.,

LP, L.P or any other form of abbreaton n romansed

harater or words n the natonal language of a ountry whh

onnotes a lmted partnershp or any abbreaton thereof as maybe approed by the Authorty.

(2) The name of a Labuan lmted partnershp may be n

foregn haraters, alphabet or language proded that an aurate

and ertfed rendton of the name n the Englsh language s

employed and s learly stated n eery wrtten ommunaton

sent by, or on behalf of, the Labuan lmted partnershp and

eery doument ssued or sgned by, or on behalf of, the Labuan

lmted partnershp.

(3) The name of a lmted partner shall not appear n the name

of a Labuan lmted partnershp unless t s also the name of one

of the general partners or the Labuan lmted partnershp has been

arred on under that name before the admsson of that partner

as a lmted partner.

(4) The orporate name or any part of the orporate name

of a lmted partner shall not appear n the name of a Labuanlmted partnershp unless t s also the orporate name or part of


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the orporate name of one of the general partners or the Labuan

lmted partnershp has been arred on under that name before

the admsson of that orporate partner as a lmted partner.

(5) A lmted partner whose name or orporate name appears n

the name of the Labuan lmted partnershp ontrary to subseton

(3) or (4) shall be lable as a general partner to any redtor of the

Labuan lmted partnershp who has extended redt wthout atual

knowledge that the lmted partner s not a general partner.

(6) A Labuan lmted partnershp shall not be regstered where

the name of the Labuan lmted partnershp to be regstered s nthe opnon of the Authorty n any way msleadng or otherwse

undesrable.

Chnge of nme of lbun imited prtnerhip

8. (1) Subjet to subseton (2), a Labuan lmted partnershp

may hange ts name.

(2) Where a Labuan lmted partnershp hanges ts name, t

shall, wthn thrty days, fle a note of the hange sgned by

a general partner to the Authorty spefyng the nature of the

hange.

(3) if the Authorty approes the hange of name, the Authorty

shall, on payment of the presrbed fee, ssue a ertfate of

regstraton of the Labuan lmted partnershp under the new name

and upon the ssue of the ertfate of regstraton the hangeof name shall beome effete.

(4) if the name of a Labuan lmted partnershp s, whether

through nadertene or otherwse and whether orgnally or by a

hange of name, a name by whh the Labuan lmted partnershp

ould not be regstered wthout ontraenton of seton 7, the

Labuan lmted partnershp shall hange ts name to a name to

be approed by the Authorty and f the Authorty so drets,

shall so hange t wthn thrty days after the date of dretonor suh longer perod as the Authorty allows.


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(5) if the Labuan lmted partnershp fals to omply wth

the dreton gen by the Authorty under subseton (4), t

shall be lable to an admnstrate penalty as spefed by the

Authorty.

(6) A hange of name pursuant to ths At shall not affet the

dentty of the Labuan lmted partnershp or any rghts or oblgatons

of the Labuan lmted partnershp, or render defete any legal

proeedngs by or aganst the Labuan lmted partnershp.

(7) Any legal proeedngs that mght hae been ontnued or

ommened by or aganst the Labuan lmted partnershp by ts

former name may be ontnued or ommened by or aganst theLabuan lmted partnershp by ts new name.

Regitered office of lbun imited prtnerhip

9. (1) A Labuan lmted partnershp shall hae a regstered offe

n Labuan whh shall be the regstered offe of a Labuan trust

ompany.

(2) A Labuan lmted partnershp may hange the address of ts

regstered offe from tme to tme by flng a note of hange

wth the Authorty.

(3) The hange of address shall be regstered by the Authorty

and shall take effet upon suh regstraton.

(4) Notwthstandng subseton (3), untl the end of a perod of

thrty days begnnng on the date on whh a hange of address ofa Labuan lmted partnershp s regstered, a person may aldly

sere any doument on the Labuan lmted partnershp at ts

preous regstered offe.

(5) A Labuan lmted partnershp shall keep at ts regstered

offe

(a) a regster

() showng, n the ase of an nddual, the full nameand address for eah lmted partner and general


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partner and, n the ase of a orporaton, ts full

name, the plae where t s norporated and ts

regstered or prnpal offe; and() showng for eah lmted partner, where the

partpaton of lmted partners s defned by

perentage nterests or by the number of unts or

other smlar rghts held by them, the perentage

nterest or the number and lass of unts or other

rghts held;

(b) a opy of the partnershp agreement of the Labuan lmted

partnershp and eah amendment made thereto;

(c) a statement of the amount of ontrbutons agreed to

be made by lmted partners and the tme at whh, or

eents on the happenng of whh, the ontrbutons are

to be made;

(d) a statement of the amount of money and the nature and

alue of any other property ontrbuted by eah lmted

partner and the dates thereof;

(e) a statement of the amount of ontrbutons returned to

lmted partners and the dates thereof; and

(f) suh other nformaton as may be spefed by the

Authorty.

(6) The douments kept under subseton (5) shall be

(a) prima facie edene of the partulars ontaned n, or

requred to be ontaned theren;

(b) amended wthn thrty days of any hange n the partulars;

and

(c) aalable for nspeton and opyng wthout harge durng

ordnary busness hours at the request of a partner.

(7) if a Labuan lmted partnershp fals to omply wth ths

seton, the Labuan lmted partnershp and eah of the general

partners shall be lable to an admnstrate penalty as spefedby the Authorty.


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chapter 2

Management and administration of Labuan limited partnership

Contribution of imited prtner

10. (1) Any ontrbuton to be made by a lmted partner to aLabuan lmted partnershp may be n the form of money n anyurreny, any other property, or seres.

(2) Where the ontrbuton of the lmted partner s made orundertaken to be made otherwse than n ash

(a) there shall forthwth be assgned to that ontrbuton orpart of that ontrbuton or to that ntended ontrbutonor part of that ntended ontrbuton, n aordane wththe partnershp agreement, a alue to be known as astatutory alue; and

(b) the statutory alue shall, for the purposes of ths At, beaepted as the alue of that ontrbuton or that partof the ontrbuton or, of that ntended ontrbuton orthat part of the ntended ontrbuton, as the ase may

be.

Right nd obigtion of gener prtner

11. (1) A general partner n a Labuan lmted partnershp shallhae all the rghts and powers and shall be subjet to all therestrtons and labltes of a partner n a partnershp wthoutlmted partners exept that, wthout the wrtten onsent or

ratfaton by all the lmted partners, a general partner has noauthorty to

(a) do an at whh makes t mpossble to arry on theattes of the Labuan lmted partnershp;

(b) possess any Labuan lmted partnershp property, ordspose of any rghts n any Labuan lmted partnershpproperty, for other than a partnershp purpose; or

(c) admt a person as a general partner or a lmted partner,unless the rght to do so s gen n the partnershpagreement.


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(2) A general partner shall, unless otherwse proded forn the partnershp agreement or under ths At, arry out all

the funtons neessary and onneted wth the ondut ofattes of the Labuan lmted partnershp, and shall dshargeall oblgatons mposed on the general partner or on the Labuanlmted partnershp.

(3) A property of a Labuan lmted partnershp whh stransferred to or ested n or held on behalf of any one or moreof the general partners or whh s transferred to or ested n thename of the Labuan lmted partnershp shall be held or deemed tobe held by the general partner, or, f more than one, by the general

partners jontly, as an asset of the Labuan lmted partnershp naordane wth the terms of the partnershp agreement.

(4) A debt or an oblgaton nurred by a general partner nthe ondut of the attes of a Labuan lmted partnershp shallbe a debt or an oblgaton of the Labuan lmted partnershp.

(5) A general partner shall at all tmes at n good fath n thenterests of the Labuan lmted partnershp.

Enforcement of judgment gint property of lbun imitedprtnerhip

12. (1) Subjet to subseton (3), no judgment shall be enforedaganst a property of a Labuan lmted partnershp unless the judgment has been granted aganst a general partner n thatpartners apaty as a general partner of that Labuan lmtedpartnershp.

(2) credtors of a general partner or a lmted partner, n thatpartners apaty other than as a general partner or a lmtedpartner of the Labuan lmted partnershp, shall hae no lamaganst the property of that Labuan lmted partnershp.

(3) Nothng n subseton (1) shall prelude the enforement ofan order of the ourt relatng to the property of a Labuan lmtedpartnershp n any ase where, by reason of any of the eentsmentoned n paragraph 26(1)(a) or (b), a judgment ould not be

granted aganst a general partner n that partners apaty as ageneral partner of that Labuan lmted partnershp.


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Right of imited prtner

13. (1) A lmted partner has the same rght as a general

partner (a) durng busness hours, to nspet and make opes of or

take extrats from the Labuan lmted partnershp books,douments and reords; and

(b) to be gen, on demand, true and full nformaton of allthngs affetng the Labuan lmted partnershp and to begen a formal aount of partnershp affars wheneerrumstanes render t just and reasonable to do so.

(2) A lmted partner shall not be enttled to dssole a Labuanlmted partnershp by note exept as expressly proded n thepartnershp agreement or as proded under subseton 26(3).

(3) Subjet to any proson, express or mpled, of the partnershpagreement to the ontrary, a Labuan lmted partnershp shall notbe dssoled by

(a) n the ase of a lmted partner who s an nddual,hs death, legal napaty, bankrupty, retrement or

wthdrawal from the Labuan lmted partnershp; and

(b) n the ase of a lmted partner whh s a orporaton, tsdssoluton, bankrupty or wthdrawal from the Labuanlmted partnershp.

shre of profit

14. (1) A lmted partner has, subjet to ths At and thepartnershp agreement, the rght to a share of the profts of theLabuan lmted partnershp.

(2) A lmted partner may reee from the Labuan lmtedpartnershp a share of the profts stpulated for suh lmtedpartner n the partnershp agreement only f, at the tme whenand mmedately after payment s made, the Labuan lmtedpartnershp s solent.

(3) For a perod of sx months from the date of reept by almted partner of any payment representng a share of the proftsof the Labuan lmted partnershp n rumstanes where the


23/74



requrements of subseton (2) hae not been met, suh paymentshall be repayable by suh lmted partner wth nterest at the

presrbed rate to the extent that suh share of the profts sneessary to dsharge a debt or oblgaton of the Labuan lmtedpartnershp nurred durng the perod that the share of the proftsrepresented an asset of the Labuan lmted partnershp.

De ing by imited prtner ith lbun imitedprtnerhip

15. (1) A lmted partner may lend money to, borrow money from

and enter nto transatons wth, the general partner on behalf ofthe Labuan lmted partnershp.

(2) Exept where the lmted partner s also a general partner,a lmted partner hang, wth respet to anythng done undersubseton (1), a lam aganst the assets of the Labuan lmtedpartnershp shall rank as a redtor of the Labuan lmted partnershpn respet of suh lam.

(3) For the purposes of ths seton, a lam under subseton (2)does not nlude a lam for a return of aptal ontrbutons.

limited prtner right beteen themeve

16. (1) Subjet to subseton (2), lmted partners, n relaton toone another, shall rank

(a)pari passu n respet of the return of ther ontrbutons;

and

(b) pro rata to those ontrbutons n respet of profts.

(2) Where there s more than one lmted partner, the partnershpagreement may prode that one or more of the lmted partnerss to hae greater rghts than the other lmted partners as to

(a) the return of ontrbutons;

(b) profts; and

(c) any other matter.


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Return of imited prtner contribution

17. (1) A lmted partner shall not, on dssoluton or otherwse,

reee out of the aptal of a Labuan lmted partnershp a paymentrepresentng a return of any part of hs ontrbuton to the Labuanlmted partnershp unless at the tme of and mmedately aftersuh payment the Labuan lmted partnershp s solent.

(2) For a perod of sx months from the date of reept by almted partner of any payment representng a return of ontrbutonor part thereof reeed by suh lmted partner n rumstaneswhere the requrements of subseton (1) hae not been met, suhpayment shall be repayable by suh lmted partner wth nterest

at the presrbed rate to the extent that suh ontrbuton or partthereof s neessary to dsharge a debt or oblgaton of the Labuanlmted partnershp nurred durng the perod that the ontrbutonrepresented an asset of the Labuan lmted partnershp.

(3) Notwthstandng the proson of ths seton, a lmtedpartner shall not be lable to repay any payment representng areturn of hs ontrbuton or part thereof, exept

(a) as proded n subseton (2); or

(b) n the ase of fraud.

(4) Subjet to subsetons (1) and (2), a lmted partner maydemand payment representng the return of all or part of hsontrbuton

(a) on the dssoluton of the Labuan lmted partnershp;

(b) at the tme spefed n the partnershp agreement for ts

return; or (c) after he has gen sx months note n wrtng to all

other partners f no tme s spefed n the partnershpagreement ether for the return of the ontrbuton orfor the dssoluton of the Labuan lmted partnershp.

(5) A lmted partner has, notwthstandng the nature of hsontrbuton, only the rght to demand and reee money nreturn for t, unless

(a) there s a statement to the ontrary n the partnershpagreement; or


25/74



(b) all the partners onsent to some other manner of returnngthe ontrbuton.

(6) in ths seton, payment nludes the release of anyoblgaton formng part of the aptal ontrbuton, and anylablty to make repayments pursuant to subseton (2) shall beonstrued aordngly.

limited prtner ibiity to lbun imited prtnerhip

18. A lmted partner shall be lable to the Labuan lmted

partnershp for the dfferene, f any, between the alue ofmoney or other property ontrbuted by that lmted partner to theLabuan lmted partnershp or the statutory alue and the alue ofmoney or other property spefed n the douments kept undersubseton 9(5) to be ontrbuted by that lmted partner to theLabuan lmted partnershp.

limited prtner ibiity to creditor

19. (1) Exept as proded n ths At, a lmted partner shallnot be lable for the debts and oblgatons of the Labuan lmtedpartnershp.

(2) A lmted partner shall not be lable as a general partnerunless the lmted partner partpates n the management of theLabuan lmted partnershp.

(3) Subjet to subseton (4), f a lmted partner partpates

n the management of the Labuan lmted partnershp n tsdealngs wth persons who are not partners, that lmted partnershall be lable, n the eent of the nsoleny of the Labuanlmted partnershp, for all debts and oblgatons of the Labuanlmted partnershp nurred durng the perod that the lmtedpartner partpated n the management of the Labuan lmtedpartnershp as though the lmted partner were for that perod ageneral partner.

(4) A lmted partner shall be lable under subseton (3) onlyto a person who transats wth the Labuan lmted partnershp wthatual knowledge of the partpaton of the lmted partner n


26/74


the management of the Labuan lmted partnershp and who then

reasonably beleed the lmted partner to be a general partner.

(5) A lmted partner shall not be deemed to partpate n themanagement of a Labuan lmted partnershp wthn the meanng

of ths seton by dong one or more of the followng:

(a) beng a ontrator for or an agent or employee of the

Labuan lmted partnershp or of a general partner or

atng as a dretor, offer or shareholder of a orporate

general partner;

(b) onsultng wth and adsng a general partner wth respet

to the attes of the Labuan lmted partnershp;

(c) nestgatng, reewng, approng or beng adsed as to

the aounts or affars of the Labuan lmted partnershp

or exersng any rght onferred by ths At;

(d) atng as surety or guarantor for the Labuan lmted

partnershp ether generally or n respet of spef

oblgatons;

(e) approng or dsapprong an amendment to the partnershpagreement;

(f) otng on, or otherwse sgnfyng approal or dsapproal

of, one or more of the followng:

() the dssoluton and wndng-up of the Labuan lmted

partnershp;

() the purhase, sale, exhange, lease, pledge,

hypotheaton, or reaton of a seurty nterest,

or any other dealng n any asset by or of the

Labuan lmted partnershp;

() the reaton or renewal of an oblgaton by the

Labuan lmted partnershp;

() a hange n the nature of the attes of the Labuan

lmted partnershp;

() the admsson, remoal or wthdrawal of a general

or a lmted partner and the ontnuaton of theLabuan lmted partnershp thereafter;


27/74



() transatons n whh one or more of the general

partners hae an atual or potental onflt of nterest

wth one or more of the lmted partners;

(g) brngng an aton on behalf of the Labuan lmted

partnershp pursuant to subseton 22(3).

(6) Subseton (5) shall not be onstrued to mply that the

possesson or exerse of any other power by a lmted partner

wll neessarly onsttute the partpaton by suh lmted partner

n the management of the Labuan lmted partnershp.

admiion of ddition imited prtner nd gener

prtner

20. An addtonal lmted partner or general partner shall not be

admtted to a Labuan lmted partnershp exept

(a) n aordane wth the partnershp agreement or by onsent

of all exstng partners; and

(b) by entry n the regster under subseton 9(5).

aignment

21. (1) A lmted partner shall not assgn hs or ts nterest, n

whole or n part, n the Labuan lmted partnershp unless

(a) all the lmted partners and all the general partners onsentor the partnershp agreement permts t; and

(b) the assgnment s made n aordane wth the terms of

the onsent or the partnershp agreement, as the ase

may be.

(2) An assgnee of the nterest, n whole or n part, of a lmted

partner shall not beome a lmted partner n the Labuan lmted

partnershp untl hs ownershp of the assgned nterest s entered

n the regster under subseton 9(5), and untl so entered the


28/74


assgnee has none of the rghts of a lmted partner exersableaganst the partnershp or aganst any of the partners other thanthe assgnor.

(3) Subjet to subseton (4), on beomng a lmted partner,an assgnee shall aqure the rghts and powers and be subjet toall the restrtons and labltes that hs assgnor had n respetof the assgned nterest mmedately before the assgnment.

(4) On beomng a lmted partner an assgnee shall not assumeany lablty of the assgnor arsng under subseton 14(3), 17(2) or19(3) and, notwthstandng any term of the partnershp agreementor any other agreement to the ontrary, no suh assgnment shall

relee the assgnor of any lablty under those subsetons.

(5) An assgnment made under ths seton shall be regsteredwth the Authorty by the Labuan lmted partnershp.

(6) On the regstraton of an assgnment under subseton (5)and upon payment of the presrbed fee, the Authorty may ssuea ertfate to that effet.

(7) A lmted partner who ontraenes subseton (1) ommts anoffene and shall, on onton, be lable to a fne not exeedngten thousand rnggt.

leg proceeding nd ervice of document

22. (1) Exept as proded n ths At, legal proeedngs by oraganst a Labuan lmted partnershp shall be nsttuted by oraganst any one or more of the general partners only and no lmtedpartner shall be a party to or named n suh proeedngs.

(2) A general partner or, wth the leae of the ourt, anyother person shall hae the rght to jon n or otherwse nsttuteproeedngs aganst one or more of the lmted partners who maybe lable to the Labuan lmted partnershp pursuant to subseton14(3), subseton 17(2), seton 18 or subseton 19(3).

(3) A lmted partner may brng an aton on behalf of a Labuan

lmted partnershp f any one or more of the general partnerswth authorty to do so hae, wthout reasonable ground, refusedto nsttute suh proeedngs.


29/74



(4) For the purpose of ths At, sere of a doument on a

general partner n respet of a Labuan lmted partnershp may be

effeted by leang t at, or sendng t by post to, the regsteredoffe of the Labuan lmted partnershp.

(5) Where a doument or note has been sered n aordane

wth subseton (4), the doument or note s deemed to hae

been properly sered on the Labuan lmted partnershp.

authority of gener prtner to ign

23. Where a general partner exeutes a doument on behalf of

the Labuan lmted partnershp, t shall be presumed n faour

of any person who s not a partner that

(a) the general partner has the authorty under whh he

purports to at; and

(b) the exeuted doument has been aldly exeuted.

chapter 3

Dissolution of Labuan limited partnership

Notice of dioution

24. (1) Exept as proded n setons 26 and 27, a Labuan lmted

partnershp shall not be dssoled by an at of the partners untl

a note of dssoluton sgned by a general partner has been fledby that general partner wth the Authorty.

(2) When a note of dssoluton s fled wth the Authorty,

the Authorty may anel the regstraton of the Labuan lmted

partnershp.

(3) if the Labuan lmted partnershp s dssoled n ontraenton

of subseton (1), eah of the general partners ommts an offene

and shall, on onton, be lable to a fne not exeedng tenthousand rnggt.


30/74


Dioution of lbun imited prtnerhip

25. (1) in the eent of the dssoluton of a Labuan lmted

partnershp, ts affars shall be wound up by the general partnersunless the attes of the Labuan lmted partnershp are takenoer and ontnued n aordane wth subseton 26(2) or unlessthe ourt otherwse drets under subseton 27(2).

(2) if the affars of the Labuan lmted partnershp are notwound up by the general partners after ts dssoluton, eah ofthe general partners ommts an offene and shall, on onton,be lable to a fne not exeedng ten thousand rnggt.

Dioution of lbun imited prtnerhip on deth of gener

prtner

26. (1) Notwthstandng any proson, express or mpled, n thepartnershp agreement to the ontrary, but subjet to subsetons(2) and (3)

(a) where the sole or last remanng general partner s an

nddual, hs death, legal napaty, bankrupty,retrement or wthdrawal from the Labuan lmtedpartnershp; and

(b) where the sole or last remanng general partner s aorporaton, ts wndng-up or dssoluton n other form,bankrupty or wthdrawal from the Labuan lmtedpartnershp,

shall ause the mmedate dssoluton of the Labuan lmtedpartnershp whh shall forthwth be wound up

(A) n aordane wth the partnershp agreement; or

(B) n aordane wth the dretons of the ourt on theapplaton of a lmted partner or a redtor of theLabuan lmted partnershp.

(2) A Labuan lmted partnershp shall not be requred tobe wound up under subseton (1) f, wthn sxty days of thedssoluton, the lmted partners, ether unanmously or as otherwseproded for n the partnershp agreement, elet one or more


31/74



general partners, n whh eent the Labuan lmted partnershp

shall be deemed not to hae been dssoled and the attes of

the Labuan lmted partnershp may be taken oer and ontnuedas proded for n the partnershp agreement or a subsequent

partnershp agreement.

(3) if a Labuan lmted partnershp s dssoled under

subseton (1), and the attes of the Labuan lmted

partnershp are not taken oer and ontnued n aordane wth

subseton (2), a note of dssoluton sgned by a lmted partner

shall be fled wthn thrty days by that lmted partner to the

Authorty who may thereupon anel the regstraton of the Labuanlmted partnershp.

(4) if the note requred to be fled under subseton (3) s

not so fled, eah of the lmted partners shall be lable to an

admnstrate penalty as spefed by the Authorty.

Poer of court to order dioution

27. (1) The ourt may, on the applaton of a partner, order

the dssoluton of a Labuan lmted partnershp f t s satsfed

that

(a) the Labuan lmted partnershp s beng onduted n a

manner ontrary to the terms of the partnershp agreement

of the Labuan lmted partnershp;

(b) the Labuan lmted partnershp s beng onduted n a

manner oppresse to one or more of the lmted partners;or

(c) rumstanes hae arsen whh render t just and equtable

that the Labuan lmted partnershp be dssoled.

(2) Where an order s made under subseton (1), the ourt

may ge suh dretons as t thnks ft as to the wndng-up of

the Labuan lmted partnershp.

(3) Where a Labuan lmted partnershp has been dssoled underths seton, the partner makng the applaton shall ause the


32/74


order of the ourt to be sered on the Authorty wthn thrty days

after the makng of the order and the Authorty may thereupon

anel the regstraton of the Labuan lmted partnershp.

(4) if the order of the ourt s not sered on the Authorty

as requred under subseton (3), the partner referred to n that

subseton ommts an offene and shall, on onton, be lable

to a fne not exeedng ten thousand rnggt.

setting ccount on dioution

28. Where aounts are settled after the dssoluton of a Labuanlmted partnershp, the labltes of the partnershp to redtorsshall be pad frst, and then tax labltes due to the Goernment,and then, subjet to the partnershp agreement or to a subsequentagreement, the other labltes of the partnershp shall be padn the followng order:

(a) to general partners other than for aptal and profts;

(b) to lmted partners n respet of the aptal of therontrbutons;

(c) to lmted partners n respet of ther share of theprofts;

(d) to general partners n respet of ther ontrbutons;and

(e) to general partners n respet of ther share of profts.

Part IV

LaBUaN LIMItED LIaBILItY PartNErSHIPS

chapter 1

Establishment of Labuan limited liability partnership

lbun imited ibiity prtnerhip

29. (1) Subjet to the prosons of ths At, any two or morepersons may form a Labuan lmted lablty partnershp for anylawful purpose.


33/74



(2) An nddual or a orporaton may be a partner n a Labuanlmted lablty partnershp.

Regitrtion of lbun imited ibiity prtnerhip

30. (1) An applaton for the regstraton of a Labuan lmtedlablty partnershp shall be made to the Authorty by any

person who s, on regstraton, to be a desgnated partner, and

aompaned by the presrbed fee and suh douments as may

be spefed by the Authorty.

(2) The applaton shall state

(a) the name under whh the Labuan lmted lablty

partnershp s to be onduted;

(b) the ntended address of the regstered offe of the Labuan

lmted lablty partnershp;

(c) the full name and address of eah person who s to be a

partner n the Labuan lmted lablty partnershp and,

where any of these persons s a orporaton, the plaewhere t s norporated and ts regstered or prnpal

offe;

(d) the full name and address of the person who s to be a

desgnated partner and, where the person s a orporaton,

the plae where t s norporated and ts regstered or

prnpal offe;

(e) the nature of busness to be undertaken; and

(f) suh other nformaton as may be spefed by the

Authorty.

(3) Upon the regstraton of a Labuan lmted lablty partnershp,

the Authorty shall ssue a ertfate of regstraton whh shall

be sgned by the Authorty or any of ts authorzed offers and

sealed wth ts seal.

(4) A ertfate of regstraton ssued under subseton (3)shall be onluse edene that the Labuan lmted lablty

partnershp has been regstered wth the Authorty.


34/74


(5) The Authorty may mpose or attah any ondton, restrtonor term as t thnks ft to a regstraton under ths seton.

(6) Nothng n ths seton shall be onstrued as to requrethe Authorty to regster a lmted lablty partnershp f t snot satsfed wth the partulars or other nformaton furnshedunder ths At.

(7) The Authorty shall mantan a regster of Labuan lmtedlablty partnershps regstered under ths At.

Regitrtion of chnge in prticur

31. (1) if any hange s made or ours n any of the partularsregstered n respet of a Labuan lmted lablty partnershpregstered under seton 30, that Labuan lmted lablty partnershpshall wthn thrty days after the hange, or suh further perod asthe Authorty may on applaton allow, fle wth the Authortya note sgned by a desgnated partner, spefyng the nature ofthe hange.

(2) The Authorty shall regster the note referred to nsubseton (1), and upon payment of the presrbed fee, theAuthorty may ssue a ertfate ertfyng the regstraton ofthe hange n partulars.

(3) The ertfate ssued under subseton (2) shall be sgnedby the Authorty or any of ts authorzed offers and sealed wthts seal, and that ertfate shall be prima facie edene n allourts as to the hange.

(4) A person who eases to be a partner or desgnated partner ofa Labuan lmted lablty partnershp may fle wth the Authortythe note referred to n subseton (1) f he has reasonable auseto belee that the Labuan lmted lablty partnershp wll notfle the note wth the Authorty.

(5) The Authorty may, n any partular ase, requre a notefled under subseton (1) to be retfed by the Labuan lmted

lablty partnershp n suh manner as the Authorty onsdersft.


35/74



(6) if a Labuan lmted lablty partnershp fals to omplywth subseton (1), the Labuan lmted lablty partnershp shall

be lable to an admnstrate penalty as may be spefed by theAuthorty.

Nme of lbun imited ibiity prtnerhip

32. (1) The name of a Labuan lmted lablty partnershp shallend wth the words Labuan Lmted Lablty Partnershp n fullor the abbreaton (Labuan) L.L.P. or (Labuan) LLP or anyother form of abbreaton n romansed harater or words n the

natonal language of a ountry whh onnotes a lmted labltypartnershp or any abbreaton thereof as may be approed bythe Authorty.

(2) The name of a Labuan lmted lablty partnershp may be nforegn haraters, alphabet or language proded that an aurateand ertfed rendton of the name n the Englsh language semployed and s learly stated n eery wrtten ommunatonsent by, or on behalf of, the Labuan lmted lablty partnershpand eery doument ssued or sgned by, or on behalf of, theLabuan lmted lablty partnershp.

(3) A Labuan lmted lablty partnershp shall not be regsteredwhere the name of the Labuan lmted lablty partnershp to beregstered s n the opnon of the Authorty n any way msleadngor otherwse undesrable.

Chnge of nme of lbun imited ibiity prtnerhip

33. (1) Subjet to subseton (2), a Labuan lmted labltypartnershp may hange ts name.

(2) Where a Labuan lmted lablty partnershp hanges tsname, t shall deler a note of the hange to the Authorty naordane wth the prosons of subseton 31(1).

(3) if the Authorty approes the hange of name, the Authortyshall, on payment of the presrbed fee, ssue a ertfate of

regstraton of the Labuan lmted lablty partnershp under thenew name and upon the ssue of the ertfate of regstratonthe hange of name shall beome effete.


36/74


(4) if the name of a Labuan lmted lablty partnershp s,whether through nadertene or otherwse and whether orgnallyor by a hange of name, a name by whh the Labuan lmted

lablty partnershp ould not be regstered wthout ontraentonof seton 32, the Labuan lmted lablty partnershp shall hangets name to a name to be approed by the Authorty and f theAuthorty so drets, shall so hange t wthn thrty days after thedate of dreton or suh longer perod as the Authorty allows.

(5) if the Labuan lmted lablty partnershp fals to omplywth the dreton gen by the Authorty under subseton (4),t shall be lable to an admnstrate penalty as spefed by theAuthorty.

(6) A hange of name pursuant to ths At shall not affet thedentty of the Labuan lmted lablty partnershp or any rghts oroblgatons of the Labuan lmted lablty partnershp, or renderdefete any legal proeedngs by or aganst the Labuan lmtedlablty partnershp.

(7) Any legal proeedngs that mght hae been ontnued orommened by or aganst the Labuan lmted lablty partnershpby ts former name may be ontnued or ommened by or aganstthe Labuan lmted lablty partnershp by ts new name.

chapter 2

Conversion to Labuan limited liability partnership

Converion from lbun imited prtnerhip to lbun imitedibiity prtnerhip

34. (1) A Labuan lmted partnershp may onert to a Labuanlmted lablty partnershp f and only f the partners of theLabuan lmted lablty partnershp to whh the Labuan lmtedpartnershp s to be onerted, omprses all the partners of theLabuan lmted partnershp and no one else.

(2) in ths hapter, onert, n relaton to a Labuan lmtedpartnershp onertng to a Labuan lmted lablty partnershp,means a transfer of the propertes, nterests, rghts, prleges,

labltes, oblgatons and the undertakng of the Labuan lmtedpartnershp to the Labuan lmted lablty partnershp.


37/74



Converion from lbun compny to lbun imited ibiityprtnerhip

35. (1) A Labuan ompany may onert to a Labuan lmtedlablty partnershp f and only f

(a) there s no seurty nterest n ts assets subsstng or nfore at the tme of applaton; and

(b) the partners of the Labuan lmted lablty partnershp towhh t s to be onerted omprses all the shareholdersof the Labuan ompany and no one else.

(2) in ths hapter, onert, n relaton to a Labuan ompanyonertng to a Labuan lmted lablty partnershp, means atransfer of the propertes, nterests, rghts, prleges, labltes,oblgatons and the undertakng of the Labuan ompany to theLabuan lmted lablty partnershp.

sttement to be fied

36. (1) A Labuan lmted partnershp or a Labuan ompany mayapply to onert to a Labuan lmted lablty partnershp by flngwth the Authorty

(a) a statement by all the partners of the Labuan lmtedpartnershp or shareholders of the Labuan ompany, as thease may be, n suh medum and form as the Authortymay determne ontanng the followng partulars:

() the name and regstraton number of the Labuanlmted partnershp or Labuan ompany; and

() the date on whh the Labuan lmted partnershpwas regstered under Part iii of ths At or theLabuan Offshore Lmted Partnershps At 1997[Act 565], or the date on whh the Labuan ompanywas norporated under the Labuan companesAt 1990; and

(b) all nformaton as requred under subseton 30(2).

(2) The Authorty may, n any partular ase, requre thestatements referred to n paragraph (1)(a) to be erfed n suhmanner as the Authorty onsders ft.


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Regitrtion of converion

37. (1) On reeng the statement from the Labuan lmted

partnershp or Labuan ompany under seton 36, the Authortymay, subjet to the prosons of ths At, regster the statementand ssue a ertfate of regstraton n suh form as the Authortymay determne statng that the Labuan lmted lablty partnershps, on and from the date spefed n the ertfate, regsteredunder ths At.

(2) Nothng n ths seton shall be onstrued as to requre theAuthorty to regster a Labuan lmted lablty partnershp f t snot satsfed wth the partulars or other nformaton furnshed

under the prosons of ths At.

Effect of regitrtion

38. (1) On and from the date of regstraton spefed n theertfate of regstraton ssued under subseton 37(1) (referredto n ths chapter as the date of regstraton)

(a) there shall be a Labuan lmted lablty partnershp by the

name spefed n the ertfate of regstraton regsteredunder ths At, wth all the attrbutes desrbed nPart iv of ths At and subjet to the prosons ofths At;

(b) all moable and mmoable propertes ested n the Labuanlmted partnershp or Labuan ompany, all nterests,rghts, prleges, labltes and oblgatons relatng tothe Labuan lmted partnershp or Labuan ompany,and the whole of the undertakng of the Labuan lmted

partnershp or Labuan ompany, as the ase may be,shall be transferred to and shall est n the Labuanlmted lablty partnershp wthout further assurane,at or deed;

(c) the Labuan lmted partnershp or Labuan ompany shallbe deemed to be dssoled; and

(d) the Labuan lmted partnershp or Labuan ompanyshall be remoed from the regster of Labuan lmted

partnershps mantaned by the Authorty or regster ofompanes mantaned under the Labuan companes At1990, respetely.


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(2) if any property to whh paragraph (1)(b) apples s regstered

wth a releant authorty, the Labuan lmted lablty partnershp

shall, as soon as pratable after the date of regstraton, takeall neessary steps as requred by the releant authorty to notfy

that releant authorty of the onerson and of the partulars

of the Labuan lmted lablty partnershp n suh medum and

form as the Authorty may determne.

Pending proceeding

39. All proeedngs by or aganst the Labuan lmted partnershpor Labuan ompany, as the ase may be, whh are pendng on

the date of regstraton may be ontnued, ompleted and enfored

by or aganst the Labuan lmted lablty partnershp.

Continunce of conviction, ruing, order or judgment

40. Any onton, rulng, order or judgment n faour of or

aganst the Labuan lmted partnershp or Labuan ompany may beenfored by or aganst the Labuan lmted lablty partnershp.

Exiting greement

41. Eery agreement to whh the Labuan lmted partnershp

or Labuan ompany was a party mmedately before the date of

regstraton, whether or not of suh nature that the rghts and

labltes thereunder ould be assgned, shall hae effet as fromthat day as f

(a) the Labuan lmted lablty partnershp were a party

to suh an agreement nstead of the Labuan lmted

partnershp or Labuan ompany; and

(b) for any referene to the Labuan lmted partnershp

or Labuan ompany, as the ase may be, there were

substtuted n respet of anythng to be done on or after

the date of regstraton a referene to the Labuan lmtedlablty partnershp.


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Exiting contrct, etc.

42. All deeds, ontrats, shemes, bonds, agreements, applatons,

nstruments and arrangements subsstng mmedately before thedate of regstraton relatng to the Labuan lmted partnershp or

Labuan ompany, or to whh the Labuan lmted partnershpor Labuan ompany s a party, shall ontnue n fore on and

after that date as f they relate to the Labuan lmted lablty

partnershp and shall be enforeable by or aganst the Labuan

lmted lablty partnershp as f the Labuan lmted lablty

partnershp were named theren or were a party thereto nstead

of the Labuan lmted partnershp or Labuan ompany.

Continunce of empoyment

43. Eery ontrat of employment to whh seton 41 or 42

apples shall ontnue n fore on or after the date of regstraton

as f the Labuan lmted lablty partnershp were the employer

thereunder nstead of the Labuan lmted partnershp or Labuan

ompany, as the ase may be.

Exiting ppointment, uthority or poer

44. (1) Eery appontment of the Labuan lmted partnershp

or Labuan ompany n any role or apaty whh s n fore

mmedately before the date of regstraton shall take effet andoperate from that date as f the Labuan lmted lablty partnershp

were apponted.

(2) Any authorty or power onferred on the Labuan lmted

partnershp or Labuan ompany whh s n fore mmedately

before the date of regstraton shall take effet and operate from

that date as f t were onferred on the Labuan lmted lablty

partnershp.

appiction of ection 38 to 44

45. Setons 38 to 44 shall not apply to any approal, permt

or lene ssued under any wrtten law to the Labuan lmted


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partnershp or Labuan ompany whh s n fore mmedatelybefore the date of regstraton of the Labuan lmted lablty

partnershp.

libiitie nd obigtion of prtner before converion

46. (1) Notwthstandng setons 38 to 44, eery partner of aLabuan lmted partnershp that has onerted to a Labuan lmtedlablty partnershp shall ontnue to be personally lable (jontlyand seerally wth the Labuan lmted lablty partnershp) forthe labltes and oblgatons of the Labuan lmted partnershp

whh were nurred pror to the onerson or whh arose fromany ontrat entered nto pror to the onerson.

(2) if any suh partner dsharges any lablty or oblgatonreferred to n subseton (1), that partner shall be enttled, subjetto any agreement wth the Labuan lmted lablty partnershpto the ontrary, to be fully ndemnfed by the Labuan lmtedlablty partnershp n respet of suh lablty or oblgaton.

Notice of converion in invoice nd correpondence

47. (1) The Labuan lmted lablty partnershp shall ensure thatfor a perod of twele months ommenng fourteen days afterthe date of regstraton, eery noe or offal orrespondeneof the Labuan lmted lablty partnershp bears the followng:

(a) a statement that t was, as from the date of regstraton,onerted from a Labuan lmted partnershp or Labuanompany, as the ase may be, to a Labuan lmtedlablty partnershp; and

(b) the name and regstraton number, f applable, of theLabuan lmted partnershp or Labuan ompany fromwhh t was onerted.

(2) Any Labuan lmted lablty partnershp whh ontraenessubseton (1) ommts an offene and shall, on onton, belable to a fne not exeedng ten thousand rnggt and, n thease of a ontnung offene, to a further fne not exeedng onethousand rnggt for eery day or part thereof durng whh theoffene ontnues after onton.


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chapter 3

Recognized limited liability partnership

Regitrtion of recognized imited ibiity prtnerhip

48. (1) A foregn lmted lablty partnershp shall not haea plae of busness n Labuan or arry on busness n Labuanunless t s regstered as a reognzed lmted lablty partnershpunder ths At.

(2) Eery foregn lmted lablty partnershp shall, pror toestablshng a plae of busness, or arryng on busness, n

Labuan, fle wth the Authorty for regstraton

(a) a ertfed opy of the ertfate of ts norporaton orregstraton n ts plae of norporaton or orgn, or adoument of smlar effet;

(b) a ertfed opy of ts partnershp agreement, f there sany;

(c) a lst of ts partners ontanng the full name and address

of eah partner and, where any of these persons s aorporaton, the plae where t s norporated and tsregstered or prnpal offe;

(d) the full name and address of the desgnated partner or anyother person by any name alled who shall be hargedwth the dutes and oblgatons of a desgnated partnerunder ths At and, where the person s a orporaton,the plae where t s norporated and ts regstered orprnpal offe;

(e) a memorandum of appontment or power of attorney underthe seal of the foregn lmted lablty partnershp orexeuted on ts behalf n suh manner as to be bndngon the foregn lmted lablty partnershp and, n etherase, erfed n the presrbed manner, statng the nameof a Labuan trust ompany that s authorzed to aepton ts behalf sere of proess and any note requredto be sered on the foregn lmted lablty partnershp;and

(f) a statutory delaraton n the presrbed form made byan offer of the Labuan trust ompany,


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and the Authorty may, on payment of the presrbed fees, andsubjet to ths At and any ondton whh t may mpose,

regster the foregn lmted lablty partnershp under ths Partas a reognzed lmted lablty partnershp.

(3) Upon the regstraton of a reognzed lmted labltypartnershp, the Authorty shall ssue a ertfate of regstratonwhh shall be sgned by the Authorty or any of ts authorzedoffers and sealed wth ts seal.

(4) A ertfate of regstraton ssued under subseton (3)shall be onluse edene that the reognzed lmted labltypartnershp has been regstered wth the Authorty.

(5) Where a memorandum of appontment or power of attorneyfled wth the Authorty under paragraph (2)(e) s exeuted by aperson on behalf of a foregn lmted lablty partnershp, a opyof the deed or doument by whh that person s authorzed toexeute the memorandum of appontment or power of attorney,erfed by statutory delaraton n the presrbed manner, shallbe fled wth the Authorty and the opy shall for all purposes

be regarded as an orgnal.

Nme of recognized imited ibiity prtnerhip

49. (1) A foregn lmted lablty partnershp shall not beregstered under ths Part where the name of the foregn lmtedlablty partnershp s n the opnon of the Authorty n any waymsleadng or otherwse undesrable.

(2) if a reognzed lmted lablty partnershp s regstered,ether n error or otherwse, wth a name wth whh t should nothae been regstered, the Authorty may, after gng thrty daysnote to the reognzed lmted lablty partnershp requrng tto hange ts name, strke the same from the regster upon tsdefault n omplyng wth the requrement.

(3) No reognzed lmted lablty partnershp shall use, n

Labuan or elsewhere, n respet of ats done or to be done nLabuan, any name other than that under whh t s regsteredunder ths Part.


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Regitered office of recognized imited ibiity prtnerhip

50. (1) Eery reognzed lmted lablty partnershp shall at all

tmes hae a regstered offe n Labuan, whh offe shall bethe prnpal offe of a Labuan trust ompany.

(2) Note of the loaton of the regstered offe and anyhange thereof shall be fled wth the Authorty wthn one monthafter the date of regstraton of the reognzed lmted labltypartnershp or the date of the hange, as the ase may be.

(3) if default s made n omplyng wth ths seton thereognzed lmted lablty partnershp and eery desgnated

partner ommt an offene and shall, on onton, be lable toa fne not exeedng ten thousand rnggt.

Return to be fied here prticur, etc., chnged

51. (1) if a hange s made or ours n any of the partularsn respet of a reognzed lmted lablty partnershp regsteredunder seton 48, that reognzed lmted lablty partnershpshall wthn thrty days after the hange, or suh further perod

as the Authorty may on applaton allow, fle wth the Authortya note spefyng the nature of the hange.

(2) Upon reept of the partulars of the hange undersubseton (1), the Authorty shall, subjet to ths At, regster thehange and may, where the Authorty deems ft, ssue a ertfateunder ts hand and seal, and that ertfate shall be prima facieedene n all ourts as to the hange of the partulars of thereognzed lmted lablty partnershp.

(3) if a reognzed lmted lablty partnershp fals to omplywth subseton (1), the reognzed lmted lablty partnershpshall be lable to an admnstrate penalty as may be spefedby the Authorty.

service on recognized imited ibiity prtnerhip

52. (1) A proess or note requred to be sered on a reognzed

lmted lablty partnershp shall be suffently sered f addressedto the reognzed lmted lablty partnershp and left at or sentby post to ts regstered offe n Labuan.


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(2) Notwthstandng subseton (1)

(a) where a reognzed lmted lablty partnershp makes

default n flng wth the Authorty the name and addressof ts regstered offe whh s authorzed to aept on

ts behalf sere of proess or note;

(b) f at any tme the regstered offe so notfed has eased

to exst; or

(c) f for any other reason sere of proess or note annot

be effeted,

the proess or note may be sered on the reognzed lmted

lablty partnershp by leang t at, or sendng t by post to, a

plae of busness establshed by the reognzed lmted lablty

partnershp n Labuan, or, f no suh plae of busness has

been establshed, the proess or note may be sered on the

reognzed lmted lablty partnershp by regstered post to a

plae of busness of the reognzed lmted lablty partnershp

n the ountry of ts norporaton or regstraton.

Cetion of buine in lbun

53. if a reognzed lmted lablty partnershp eases to hae

a plae of busness or to arry on busness n Labuan t shall,

wthn thrty days after t so eases, fle wth the Authorty note

of that fat, and as from the day on whh the note s so fled,

ts oblgaton to fle any doument, not beng a doument that

ought to hae been fled before that day, wth the Authorty shallease, and the Authorty shall forthwth remoe the name of the

reognzed lmted lablty partnershp from the regster.

liquidtion or dioution of recognized imited ibiity

prtnerhip in pce of incorportion or origin

54. (1) if a reognzed lmted lablty partnershp goes nto

lqudaton or s dssoled n ts plae of norporaton, establshmentor orgn, the reognzed lmted lablty partnershp shall,


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wthn one month after the ommenement of the lqudatonor dssoluton or wthn suh further tme as the Authorty nspeal rumstanes allows, fle or ause to be fled wth the

Authorty(a) a note of suh lqudaton or dssoluton; and

(b) when a foregn lqudator s apponted to suh reognzedlmted lablty n ts plae of norporaton, establshmentor orgn, a note of suh appontment.

(2) Upon reept of the note n paragraph (1)(a), the Authortyshall forthwth appont an approed lqudator and untl suh

tme that an approed lqudator s apponted to the reognzedlmted lablty partnershp, the foregn lqudator referred to nsubseton (1) shall hae the powers and funtons of an approedlqudator.

(3) if the reognzed lmted lablty partnershp fals to flethe note under paragraph (1)(a), the Authorty may, at anytme thereafter, appont an approed lqudator to the reognzedlmted lablty partnershp.

(4) Upon the appontment of an approed lqudator undersubseton (2) or (3), the ourt shall be deemed to hae orderedthat the reognzed lmted lablty partnershp be wound up.

(5) The approed lqudator shall get n all the propertes of thereognzed lmted lablty partnershp stuate or reoerable nLabuan and shall, n so dong, hae all the powers of an approedlqudator of a Labuan ompany under the Labuan companesAt 1990.

(6) Before payng or transferrng to a foregn lqudator referredto n subseton (1) any of the propertes got n wthn Labuan,the approed lqudator shall

(a) pay to the Authorty all penaltes, osts, fees and hargesdue and owng;

(b) pay the amount of all taxes payable under the LabuanBusness Atty Tax At 1990 [ Act 445]; and

(c) pay to any resdent to whom, at the tme of the appontmentof the approed lqudator n Labuan, any debt nurred


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bona fide by a reognzed lmted lablty partnershpn respet of supply of seres to or for the reognzed

lmted lablty partnershp s due, the amount of suhdebt,

and suh penaltes, osts, fees, harges, taxes and debts shall bea harge upon the propertes of the reognzed lmted labltypartnershp rankng after the osts of the approed lqudator butn prorty to all other harges and lams whatsoeer.

(7) The reognzed lmted lablty partnershp shall be deemedto ontnue to exst n Labuan untl the wndng-up of ts affars

n Labuan s ompleted.

chapter 4

Capacity and transactions of Labuan limited liabilitypartnership

seprte eg peronity

55. (1) A Labuan lmted lablty partnershp formed by bengregstered under ths At s a body orporate and has legalpersonalty separate from that of ts partners.

(2) A Labuan lmted lablty partnershp shall hae perpetualsuesson.

(3) A Labuan lmted lablty partnershp shall hae all thepowers of a natural person.

(4) A Labuan lmted lablty partnershp shall, by ts name,be apable of

(a) sung and beng sued;

(b) aqurng, ownng, holdng and deelopng or dsposngof property, both moable and mmoable; and

(c) hang a ommon seal.

(5) Any hange n the partners of a Labuan lmted labltypartnershp shall not affet the exstene, rghts or labltes ofthe Labuan lmted lablty partnershp.


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limited ibiity of prtner

56. (1) An oblgaton of the Labuan lmted lablty partnershp

whether arsng n ontrat, tort or otherwse, s solely the oblgatonof the Labuan lmted lablty partnershp.

(2) A partner s not personally lable, dretly or ndretly,by way of ndemnfaton, ontrbuton, assessment or otherwse,for an oblgaton referred to n subseton (1) solely by reasonof beng a partner of the Labuan lmted lablty partnershp.

(3) Subsetons (1) and (2) shall not affet the personal lablty

of a partner n tort for hs own wrongful at or omsson, buta partner shall not be personally lable for the wrongful at oromsson of any other partner of the Labuan lmted labltypartnershp.

(4) Where a partner of a Labuan lmted lablty partnershps lable to any person, other than another partner of the Labuanlmted lablty partnershp, as a result of a wrongful at oromsson of hs n the ourse of the busness of the Labuanlmted lablty partnershp or wth ts authorty, the Labuanlmted lablty partnershp s lable to the same extent as thepartner.

(5) The labltes of the Labuan lmted lablty partnershpshall be met out of the property of the Labuan lmted labltypartnershp.

(6) Notwthstandng anythng n ths At, a partner or formerpartner of a Labuan lmted lablty partnershp who reees a

dstrbuton from the Labuan lmted lablty partnershp

(a) when the Labuan lmted lablty partnershp s nsolentand knew or ought to hae known at the tme of thedstrbuton that the Labuan lmted lablty partnershpwas nsolent; or

(b) whh results n the Labuan lmted lablty partnershpbeomng nsolent and knew or ought to hae known atthe tme of dstrbuton that the Labuan lmted lablty

partnershp would beome nsolent as a result of thedstrbuton,


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shall be personally lable to the Labuan lmted lablty partnershpfor the amount or alue of the dstrbuton f t was reeed

wthn a perod of sx months before the ommenement of thewndng-up of the Labuan lmted lablty partnershp.

(7) For the purposes of ths seton

(a) a Labuan lmted lablty partnershp s nsolent at apartular tme f

() t s at that tme, unable to pay ts debts as theybeome due n the normal ourse of busness; or

() at that tme, the alue of the Labuan lmted labltypartnershps assets s less than the alue of tslabltes;

(b) dstrbuton means any payment of ddends, dstrbutonof profts, return or refund of aptal by the Labuanlmted lablty partnershp, whether n ash or n knd;and

(c) a partner or former partner shall be deemed to hae

reeed a dstrbuton f the dstrbuton s reeed bythat partner or former partners assgnee.

Poer of prtner to bind the lbun imited ibiityprtnerhip

57. (1) Eery partner of a Labuan lmted lablty partnershps the agent of the Labuan lmted lablty partnershp and

aordngly, the ats of a partner n the partners apaty as apartner shall bnd the Labuan lmted lablty partnershp.

(2) Notwthstandng subseton (1), a Labuan lmted labltypartnershp s not bound by anythng done by a partner n dealngwth a person f

(a) the partner has n fat no authorty to at for the Labuanlmted lablty partnershp n that dealng; and

(b) the person knows that the partner has no authorty ordoes not know or belee that partner to be a partnerof the Labuan lmted lablty partnershp.


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(3) Where a person has eased to be a partner of a Labuanlmted lablty partnershp, that person s to be regarded, nrelaton to any person dealng wth the Labuan lmted lablty

partnershp, as stll beng a partner of the Labuan lmted labltypartnershp unless

(a) the person dealng wth the Labuan lmted labltypartnershp has note that the former partner has easedto be a partner of the Labuan lmted lablty partnershp;or

(b) a note that the former partner has eased to be a partnerof the Labuan lmted lablty partnershp has been

delered to the Authorty.

(4) For the purposes of subseton (2), no person s deemed tohae note of any lak of authorty of a partner by reason onlythat the fat s made aalable by the Authorty for nspeton.

Retionhip of prtner

58. (1) Exept as otherwse proded by ths At, the mutualrghts and dutes of the partners of a Labuan lmted labltypartnershp, and the mutual rghts and dutes of a Labuan lmtedlablty partnershp and ts partners, shall be goerned by thepartnershp agreement.

(2) in the absene of agreement on any matter, the mutualrghts and dutes of the partners of a Labuan lmted labltypartnershp, and the mutual rghts and dutes of a Labuan lmtedlablty partnershp and ts partners shall be determned, subjet

to the terms of any partnershp agreement, by the followngprosons:

(a) all the partners of a Labuan lmted lablty partnershpare enttled to share equally n the aptal and proftsof the Labuan lmted lablty partnershp;

(b) the Labuan lmted lablty partnershp must ndemnfyeah partner n respet of payments made and personallabltes nurred by that partner

() n the ordnary and proper ondut of the busnessof the Labuan lmted lablty partnershp; and


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() n or about anythng neessarly done for the

preseraton of the busness or property of the

Labuan lmted lablty partnershp;

(c) eery partner may take part n the management of the

Labuan lmted lablty partnershp;

(d) no partner shall be enttled to remuneraton for atng

n the busness or management of the Labuan lmted

lablty partnershp;

(e) no person may be ntrodued as a partner wthout the

onsent of all exstng partners;

(f) any matter or ssue relatng to the Labuan lmted lablty

partnershp shall be deded by resoluton passed by a

majorty n number of the partners, and for ths purpose,

eah partner shall hae one ote;

(g) eah partner shall render true aounts and full nformaton

of all thngs affetng the Labuan lmted lablty

partnershp to any other partner or that other partners

legal representates;

(h) f a partner, wthout the onsent of the Labuan lmted

lablty partnershp, arres on any busness of the

same nature as and ompetng wth the Labuan lmted

lablty partnershp, that partner must aount for and

pay oer to the Labuan lmted lablty partnershp all

profts made by that partner n that busness;

(i) eery partner must aount to the Labuan lmted labltypartnershp for any beneft dered by that partner wthout

the onsent of the Labuan lmted lablty partnershp

from any transaton onernng the Labuan lmted

lablty partnershp, or from any use by that partner of

the property, name or any busness onneton of the

Labuan lmted lablty partnershp; and

(j) no majorty of the partners an expel any partner unless a

power to do so has been onferred by express agreementbetween the partners.


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Deing by prtner ith the lbun imited ibiityprtnerhip

59. Unless otherwse proded n the partnershp agreement,a partner may enter nto a transaton wth the Labuan lmtedlablty partnershp, nludng lendng money to and borrowngmoney from t.

aignment of interet

60. (1) Unless otherwse proded n the partnershp agreement, apartner may assgn the whole or any part of that partners nterest

n the dstrbuton from the Labuan lmted lablty partnershpbut only to the extent that the partner would hae been enttledto reee.

(2) An assgnment under subseton (1) shall not by tself

(a) ause the partner to ease beng a partner of the Labuanlmted lablty partnershp; and

(b) enttle the assgnee to nterfere n the management of theLabuan lmted lablty partnershp.

admiion nd retirement of prtner

61. (1) in addton to those persons named as partners n thepartnershp agreement, a person may beome a partner of a Labuanlmted lablty partnershp n aordane wth an agreement wththe exstng partners.

(2) A partner of a Labuan lmted lablty partnershp may easeto be a partner n aordane wth the partnershp agreement, orn the absene of suh agreement, by that partner gng thrtydays wrtten note to the other partners of that partners ntentonto resgn as a partner.

(3) Wthout affetng the generalty of subseton (2), a partnerof a Labuan lmted lablty partnershp shall ease to be a partnerupon the death or dssoluton of the partner.

(4) Where a partner of a Labuan lmted lablty partnershpeases to be a partner, unless otherwse proded n the partnershpagreement, the former partner, hs personal representate or ts


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lqudator, as the ase may be, shall be enttled to reee fromthe Labuan lmted lablty partnershp an amount

(a) equal to the former partners aptal ontrbuton to theLabuan lmted lablty partnershp and the formerpartners rght to share n the aumulated profts of theLabuan lmted lablty partnershp after the dedutonof losses of the Labuan lmted lablty partnershp;and

(b) determned as at the date the former partner eased tobe a partner.

(5) For the aodane of doubt, a former partner, hs personalrepresentate or ts lqudator, as the ase may be, shall notnterfere n the management of the Labuan lmted labltypartnershp.

Bnruptcy of prtner

62. if a partner of a Labuan lmted lablty partnershp sadjudated a bankrupt

(a) hs bankrupty shall not by tself ause hm to ease benga partner of the Labuan lmted lablty partnershp;and

(b) the Dretor General of insoleny or any other personn a smlar apaty, or trustee of the estate of thebankrupt partner shall not nterfere n the managementof the Labuan lmted lablty partnershp but shall beenttled to reee dstrbuton from the Labuan lmtedlablty partnershp that the bankrupt partner s enttled

to reee under the partnershp agreement.

chapter 5

Management and administration of Labuan limited liabilitypartnership

Regitered office of lbun imited ibiity prtnerhip

63. (1) A Labuan lmted lablty partnershp shall hae aregstered offe n Labuan whh shall be the regstered offeof a Labuan trust ompany.


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(2) A Labuan lmted lablty partnershp may hange theaddress of ts regstered offe from tme to tme by flng anote of hange wth the Authorty.

(3) The hange of address shall be regstered by the Authortyand shall take effet upon suh regstraton.

(4) Notwthstandng subseton (3), untl the end of a perod ofthrty days begnnng on the date on whh a hange of addressof a Labuan lmted lablty partnershp s regstered, a personmay aldly sere any doument on the Labuan lmted labltypartnershp at ts preous regstered offe.

(5) A Labuan lmted lablty partnershp shall keep at tsregstered offe

(a) a regster showng

() the full name and address of eah partner who san nddual and, n the ase of a orporaton, tsfull name, the plae where t s norporated andts regstered or prnpal offe; and

() where the partpaton by partners s defned byperentage nterests or by the number of unts orother smlar rghts held by them, the perentagenterest or the number and lass of unts or otherrghts held;

(b) a opy of the partnershp agreement of the Labuan lmtedlablty partnershp, f any, and eah amendment madethereto;

(c) a statement of the amount of ontrbutons agreed to bemade by partners and the tme at whh, or eents on thehappenng of whh, the ontrbutons are to be made;

(d) a statement of the amount of money and the nature andalue of any other property ontrbuted by eah partnerand the dates thereof;

(e) a statement of the amount of ontrbuton returned topartners and the dates thereof; and

(f) suh other nformaton as may be spefed by theAuthorty.


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(6) The douments kept under subseton (5) shall be

(a) prima facie edene of the partulars ontaned n, or

requred to be ontaned theren;

(b) amended wthn thrty days of any hange n the partulars;and

(c) aalable for nspeton and opyng wthout harge durngordnary busn

Labuan Limited Partnerships and Limited Liability Partnerships Act 2010

Documents

Transcript of Labuan Limited Partnerships and Limited Liability Partnerships Act 2010