PART VII | Restriction on undischarged bankrupt being manager of limited liability partnership |
33.—(1) Any person who, being an undischarged bankrupt (whether he was adjudicated bankrupt by a court in Singapore or elsewhere), acts as manager of any limited liability partnership without the leave of the High Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.| (2) On an application by an undischarged bankrupt under subsection (1) to the High Court or the Official Assignee, the High Court or the Official Assignee, as the case may be, may refuse the application or approve the application subject to such conditions as the High Court or the Official Assignee may impose. |
| (3) The leave of the High Court for the purpose of this section shall not be given unless notice of intention to apply for leave has been served on the Official Assignee and the Official Assignee is heard on the application. [BR Act 2004 Ed., s. 26; Companies 1994 Ed., s. 148] |
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| Disqualification of unfit managers of insolvent limited liability partnerships |
34.—(1) The High Court may —| (a) | on the application of the Minister or the Official Receiver as provided for in subsection (11); and | | (b) | on being satisfied as to the matters referred to in subsection (2), |
| make an order disqualifying a person specified in the order from being a manager of a limited liability partnership for a period specified in the order not exceeding 5 years from the date of the making of the order (referred to in this section as a disqualification order). |
(2) The High Court shall make a disqualification order under subsection (1) if it is satisfied that —| (a) | the person against whom the order is sought has been given not less than 14 days’ notice of the application for the order; | | (b) | the person is or has been a manager of a limited liability partnership which has gone into liquidation (whether while he was a manager or within 3 years of his ceasing to be a manager of the limited liability partnership) and was insolvent at the date of its liquidation; and | | (c) | the person’s conduct as a manager of that limited liability partnership taken alone or taken together with his conduct as a manager of any other limited liability partnership or a director of any other corporation makes him unfit to be a manager of a limited liability partnership. |
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(3) If in the case of a person who is or has been a manager of a limited liability partnership which is —| (a) | being wound up by the High Court, it appears to the Official Receiver or to the liquidator, if he is not the Official Receiver; or | | (b) | being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator, |
| that the conditions mentioned in subsection (2)(b) and (c) are satisfied as respects that person, the Official Receiver or the liquidator, as the case may be, shall immediately report the matter to the Minister. |
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(4) The Minister may require the Official Receiver or the liquidator or the former liquidator of a limited liability partnership to —| (a) | furnish him with such information with respect to any person’s conduct as a manager of the limited liability partnership; and | | (b) | produce and permit inspection of such books, papers and other records relevant to that person’s conduct as such a manager, |
| as the Minister may reasonably require for the purpose of exercising or determining whether to exercise any of his functions under this section. |
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| (5) If any person fails to comply with any requirement under subsection (4), the High Court may, on the application of the Minister, make an order requiring that person to make good the default within such time as is specified in the order. |
(6) For the purposes of this section —| (a) | the date of liquidation of a limited liability partnership shall be —| (i) | if the limited liability partnership is wound up by the High Court, the date of the filing of the winding up application; | | (ii) | where a provisional liquidator was appointed under paragraph 37 of the Fifth Schedule, the date the declaration made under that paragraph was lodged with the Registrar; and | | (iii) | in any other case, the date of the passing of the resolution for winding up; |
| | (b) | a limited liability partnership shall be taken to be insolvent if it was unable to pay its debts, within the meaning of that expression in paragraph 3(2) of the Fifth Schedule; and | | (c) | references to a person’s conduct as a manager of any limited liability partnership or director of any corporation include, where any of those entities have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that entity. [42/2005] |
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(7) In deciding whether a person’s conduct as a manager of any particular limited liability partnership makes him unfit to be a manager of a limited liability partnership as is mentioned in subsection (2)(c), the High Court shall in relation to his conduct as a manager of that limited liability partnership have regard —| (a) | generally to the matters referred to in subsection (8); and | | (b) | in particular, to the matters referred to in subsection (9), |
| notwithstanding that the manager has not been convicted or may not be criminally liable in respect of any of these matters. |
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(8) The matters referred to in subsection (7)(a) to which the High Court shall have regard generally are —| (a) | whether there has been any misfeasance or breach of any fiduciary or other duty by the manager in relation to the limited liability partnership; | | (b) | whether there has been any misapplication or retention by the manager of, or any conduct by the manager giving rise to an obligation to account for, any money or other property of the limited liability partnership; and | | (c) | the extent of the manager’s responsibility for any failure by the limited liability partnership to comply with any provision of this Act. |
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(9) The matters referred to in subsection (7)(b) to which the High Court shall have regard in particular are —| (a) | the extent of the manager’s responsibility for the causes of the limited liability partnership becoming insolvent; | | (b) | the extent of the manager’s responsibility for any failure by the limited liability partnership to supply any goods or services which have been paid for (in whole or in part); | | (c) | the extent of the manager’s responsibility for the limited liability partnership entering into any transaction liable to be set aside under paragraph 8(1) of the Fifth Schedule; and | | (d) | whether the causes of the limited liability partnership becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher. |
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| (10) The Minister may, by order published in the Gazette, add to, vary or amend the matters referred to in subsection (8) or (9) and that order may contain such transitional provisions as may appear to the Minister to be necessary or expedient. |
| (11) In the case of a person who is or has been a manager of a limited liability partnership which has gone into liquidation and is being wound up by the High Court, an application under this section shall be made by the Official Receiver but in any other case an application shall be made by the Minister. |
(12) On a hearing of an application under this section —| (a) | the Minister or the Official Receiver, as the case may be, shall appear and call the attention of the High Court to any matter which appears to him to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and | | (b) | the person against whom an order is sought may appear and himself give evidence or call witnesses. |
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| (13) A person who acts as receiver or receiver and manager shall not be liable to have a disqualification order made against him in respect of acts done in his capacity as receiver or receiver and manager, as the case may be. |
| (14) Nothing in this section shall prevent a person who is disqualified pursuant to an order made under subsection (1) from applying for leave of the High Court to be a manager of a limited liability partnership. |
| (15) On the hearing of an application made under subsection (14), the Minister or the Official Receiver shall appear (and for this purpose the Minister may be represented) and call the attention of the High Court to any matter which appears to him to be relevant to the application and may himself give evidence or call witnesses. |
| (16) Any person who contravenes a disqualification order made under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [Companies 1994 Ed., s. 149] |
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| Disqualification of managers of limited liability partnerships wound up on grounds of national security or interest |
35.—(1) Subject to subsections (2) and (3), where a limited liability partnership is ordered to be wound up by the High Court under paragraph 3(1)(f) of the Fifth Schedule on the ground that it is being used for purposes against national security or interest, the High Court may, on the application of the Minister, make an order (referred to in this section as a disqualification order) disqualifying any person who is a manager of that limited liability partnership from being a manager of any limited liability partnership for a period of 3 years from the date of the making of the winding up order.| (2) The High Court shall not make a disqualification order against any person under subsection (1) unless the High Court is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the Minister’s application for the order. |
(3) The High Court shall not make a disqualification order against any person under subsection (1) if such person proves to the satisfaction of the High Court that —| (a) | the limited liability partnership had been used for purposes against national security or interest without his consent or connivance; and | | (b) | he had exercised such diligence to prevent the limited liability partnership from being so used as he ought to have exercised having regard to the nature of his function in that capacity and to all the circumstances. |
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| (4) Any person who contravenes a disqualification order made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. |
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| Disqualification to act as manager on conviction for certain offences |
36.—(1) Where a person is convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more, he shall be subject to the disqualifications provided in subsection (3).(2) Where a person is convicted in Singapore of —| (a) | any offence in connection with the formation or management of a limited liability partnership; or | | (b) | any offence under paragraph 94 of the Fifth Schedule, |
| the court may make a disqualification order in addition to any other sentence imposed. |
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| (3) A person who is disqualified under subsection (1) or who has had a disqualification order made against him under subsection (2) shall not act as a manager of a limited liability partnership. |
(4) Where a disqualified person —| (a) | has not been sentenced to imprisonment, the disqualifications in subsection (3) shall take effect upon conviction and shall continue for a period of 5 years or for such shorter period as the court may order under subsection (2); | | (b) | has been sentenced to imprisonment, the disqualifications in subsection (3) shall take effect upon conviction and shall continue for a period of 5 years after his release from prison. |
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| (5) An application for leave to act as a manager of a limited liability partnership may be made by a person against whom a disqualification order has been made upon that person giving the Minister not less than 14 days’ notice of his intention to apply for such leave. |
| (6) On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application. |
| (7) A person who contravenes a disqualification order under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. |
| (8) Without prejudice to section 53, a District Court may make a disqualification order under this section. [Companies 1994 Ed., s. 154] |
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| Disqualification under Companies Act |
37.—(1) A person who is subject to a disqualification or disqualification order under section 149, 149A or 154 of the Companies Act (Cap. 50) shall not act as manager of a limited liability partnership during the period of the disqualification or disqualification order.| (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. |
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| Power of Registrar to strike defunct limited liability partnership off register |
38.—(1) Where the Registrar has reasonable cause to believe that a limited liability partnership is not carrying on business or is not in operation, he may send to the limited liability partnership by post a letter to that effect and stating that, if an answer showing cause to the contrary is not received within one month from the date of the letter, a notice will be published in the Gazette with a view to striking the name of the limited liability partnership off the register.| (2) Unless the Registrar receives an answer within one month from the date of the letter to the effect that the limited liability partnership is carrying on business or is in operation, he may publish in the Gazette and send to the limited liability partnership by registered post a notice that at the expiration of 3 months from the date of that notice the name of the limited liability partnership mentioned therein will, unless cause is shown to the contrary, be struck off the register and the limited liability partnership will be dissolved. |
(3) If in any case where a limited liability partnership is being wound up the Registrar has reasonable cause to believe that —| (a) | no liquidator is acting; | | (b) | the affairs of the limited liability partnership are fully wound up and, for a period of 6 months, the liquidator has been in default in lodging any return required to be made by him; or | | (c) | the affairs of the limited liability partnership have been fully wound up under Part II of the Fifth Schedule and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the High Court dissolving the limited liability partnership, |
| the Registrar may publish in the Gazette and send to the limited liability partnership or the liquidator, if any, a notice to the same effect as that referred to in subsection (2). |
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| (4) At the expiration of the time mentioned in the notice, the Registrar may, unless cause to the contrary is previously shown, strike the name of the limited liability partnership off the register, and shall publish notice thereof in the Gazette. |
(5) On the publication in the Gazette of the notice referred to in subsection (4), the limited liability partnership shall be dissolved; but —| (a) | the liability, if any, of every officer and partner of the limited liability partnership shall continue and may be enforced as if the limited liability partnership had not been dissolved; and | | (b) | nothing in this subsection shall affect the power of the High Court to wind up a limited liability partnership the name of which has been struck off the register. |
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(6) If any person feels aggrieved by the name of the limited liability partnership having been struck off the register, the High Court, on an application made by the person at any time within 15 years after the name of the limited liability partnership has been so struck off, may order the name of the limited liability partnership to be restored to the register if the High Court is satisfied that —| (a) | the limited liability partnership was, at the time of the striking off, carrying on business or in operation; or | | (b) | it is just that the name of the limited liability partnership be restored to the register. |
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| (7) Upon a copy of the order referred to in subsection (6) being lodged with the Registrar, the limited liability partnership shall be deemed to have continued in existence as if its name had not been struck off, and the High Court may by the order give such directions and make such provisions as seem just for placing the limited liability partnership and all other persons in the same position as nearly as may be as if the name of the limited liability partnership had not been struck off. |
| (8) A notice to be sent under this section to a liquidator may be addressed to the liquidator at his last known place of business, and a letter or notice to be sent under this section to a limited liability partnership may be addressed to the limited liability partnership at its registered office or, if no office has been registered, to the care of any officer of the limited liability partnership. |
(9) The provisions of the Fifth Schedule relating to —| (a) | the dissolution of a limited liability partnership shall apply to a limited liability partnership struck off the register under this section; and | | (b) | the remedies against the property of a limited liability partnership and the priorities of debts shall bind the Government. |
[Companies 1994 Ed., s. 344] |
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| False representation as to registration as limited liability partnership |
| 39. If any person knowingly holds out that a business is registered as a limited liability partnership under this Act, the person shall, where he knows or ought to have known that at the material time the business was not registered as a limited liability partnership under this Act, be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [Companies 1994 Ed., s. 405] |
| Rectification of register |
40.—(1) Where it appears to the High Court, as a result of evidence adduced before it by an applicant limited liability partnership, that any particular recorded in a register is erroneous or defective, the High Court may, by order, direct the Registrar to rectify the register on such terms and conditions as seem to the High Court just and expedient, as are specified in the order and the Registrar shall, upon receipt of the order, rectify the register accordingly.| (2) An order of the High Court made under subsection (1) may require that a fresh document, showing the rectification, shall be filed by the applicant limited liability partnership with the Registrar, together with a copy of the High Court order and a copy of the High Court application. |
| (3) Notwithstanding subsections (1) and (2), an officer of a limited liability partnership may notify the Registrar in the prescribed form of any typographical or clerical error contained in any document relating to the limited liability partnership lodged with the Registrar. |
| (4) The Registrar may, upon receipt of any notification referred to in subsection (3), rectify the register accordingly. [Companies 1994 Ed., s. 12B] |
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| Information service — exclusion of liability of errors or omissions |
41. Where the Registry of Limited Liability Partnerships furnishes, in any form, information relating to a limited liability partnership registered under this Act to any person, the Authority, any of its members, officers or employees and any authorised agent of the Registry who is involved in the supply of such information shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature or however caused, if the error or omission —| (a) | is made in good faith and in the ordinary course of the discharge of the duties of such member, officer, employee or authorised agent; or | | (b) | has occurred or arisen as a result of any defect or breakdown in the service or in any of the equipment used for the service. |
[BR Act 2004 Ed., s. 19] |
| Electronic filing service |
42.—(1) The Registrar may require any document to be lodged under this Act to be filed electronically with the Registrar using the service provided by the Registry of Limited Liability Partnerships whereby documents under this Act may be filed with or submitted to the Registrar electronically.| (2) Where any document is required to be filed with or submitted to the Registrar electronically by any person using the service referred to in subsection (1), the Registrar may allow the document to be filed or submitted by a prescribed person on behalf of the first-mentioned person, subject to such conditions as may be imposed from time to time by the Registrar on the prescribed person. |
(3) Where the Registry of Limited Liability Partnerships provides a service whereby documents required under this Act may be filed electronically with the Registrar, the Authority and its members, officers or employees shall not be liable for any loss or damage suffered by any person by reason of any error or omission of whatever nature or however caused appearing in any document obtained by any person under the service, if the error or omission —| (a) | is made in good faith and in the ordinary course of the discharge of the duties of such members, officers or employees; or | | (b) | has occurred or arisen as a result of any defect or breakdown in the service or in any of the equipment used for the service. |
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| (4) A copy of or an extract from any document electronically filed with or submitted to the Registrar using the service referred to in subsection (1) which is supplied or issued by the Registrar and certified under his hand and seal to be a true copy of or extract from such document shall, in any proceedings, be admissible in evidence as of equal validity with the original document. |
| (5) Any information supplied by the Registrar that is certified by the Registrar under his hand and seal to be a true extract from any document filed or lodged with or submitted to the Registrar using the service referred to in subsection (1) shall, in any proceedings, be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document. |
| (6) Subsections (4) and (5) shall have effect notwithstanding the provisions of any other written law. [BR Act 2004 Ed., s. 20] |
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43.—(1) The Registrar may authorise in writing any officer or employee of the Authority or any public officer to be an inspector for the purposes of this Act.| (2) The Registrar or any inspector shall, for the purposes of ascertaining whether the provisions of this Act are being complied with, have power at all reasonable times to enter into any premises at which he has reason to believe any person is carrying on business and to make such examination and inquiry as may be necessary for those purposes. |
| (3) The Registrar and every inspector when exercising any power under this Act shall declare his office and shall produce his authority in writing to any person affected by the exercise of that power. |
| (4) Any person who fails to comply with a request made by the Registrar or an inspector or resists or obstructs the Registrar or an inspector in the performance of his duties under this Act shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. |
| (5) It shall not be an offence for any person to refuse to comply with any request made by the Registrar or an inspector, or to resist or obstruct the Registrar or an inspector in the performance of any of his duties under this Act, if the Registrar or inspector fails to declare his office and to produce his authority in writing. [BR Act 2004 Ed., s. 23] |
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| Power of Registrar to obtain further information |
44.—(1) In order to obtain such information as the Registrar may consider necessary for the purposes of carrying out the provisions of this Act, the Registrar may —| (a) | require any past or present partner or manager of a limited liability partnership to answer any question in writing which the Registrar may consider necessary to ask for the purposes specified in this subsection; or | | (b) | summon that person to appear before him or an inspector or any other public officer whom the Registrar may designate to answer any such question orally. |
| (2) The Registrar may further require the person referred to in subsection (1) to make such further declaration or supply such further particulars as the Registrar may require. |
| (3) Any person who, without lawful excuse, fails to comply with any summons or requisition of the Registrar under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both. [BR Act 2004 Ed., ss. 24, 27 (c)] |
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| Penalty for providing false information to Registrar |
| 45. Any person who makes any statement or furnishes any information to the Registrar under the provisions of this Act which is false in any material particular or by reason of the omission of any material particular and which he either knows or has reason to believe is false, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [BR Act 2004 Ed., s. 27 (d)] |
46.—(1) The Registrar may, in his discretion, compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum not exceeding one half of the amount of the maximum fine that is prescribed for the offence, or a sum not exceeding $5,000, whichever is lower.| (2) The Minister may make regulations to prescribe the offences which may be compounded. |
| (3) All sums collected under this section shall be paid to the Authority. |
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| Officers and inspectors deemed to be public servants |
| 47. All officers and inspectors appointed under this Act shall be deemed to be public servants for the purposes of the Penal Code (Cap. 224). [BR Act 2004 Ed., s. 30] |
| Destruction of old records |
| 48. The Registrar may destroy or give to the National Archives of Singapore any document lodged, filed or registered with the Registrar and which has been microfilmed or converted to electronic form if in his opinion it is no longer necessary or desirable to retain the document. [BR Act 2004 Ed., s. 31] |
| Enforcement of duty to make returns |
49.—(1) If any person is in default in complying with —| (a) | any provision of this Act or of any other law which requires the lodging or filing in any manner with the Registrar of any return, account or other document or the giving of notice to him of any matter; or | | (b) | any request of the Registrar to amend or complete and resubmit any document or to submit a fresh document, |
| and fails to make good the default within 14 days after the service on the person of a notice requiring it to be done, a District Court or Magistrate’s Court may, on application by the Registrar, make an order directing that person or (if that person is a corporation) any officer of the corporation to make good the default within such time as is specified in the order. |
| (2) Any such order may provide that all the costs of and incidental to the application shall be borne by that person or by any officer of the corporation who is responsible for the default if that person is a corporation. |
| (3) Nothing in this section shall limit the operation of any other provision of this Act or any written law imposing penalties (in respect of any default referred to in this section) on that person or an officer of a corporation if that person is a corporation. [BR Act 2004 Ed., s. 32] |
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| Offences by limited liability partnerships |
50. Where an offence under this Act committed by a limited liability partnership is proved —| (a) | to have been committed with the consent or connivance of a partner or manager of that limited liability partnership; or | | (b) | to be attributable to any neglect on the part of the partner or manager of that limited liability partnership, |
| the partner or manager of that limited liability partnership (as the case may be) as well as that limited liability partnership shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly. |
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| Offences by other bodies corporate and partnerships, etc. |
51.—(1) Where an offence under this Act committed by a body corporate (other than a limited liability partnership) is proved —| (a) | to have been committed with the consent or connivance of an officer of that body corporate; or | | (b) | to be attributable to any neglect on the part of the officer of that body corporate, |
| the officer of that body corporate, as well as that body corporate, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly. |
| (2) Where the affairs of a body corporate are managed by its members, subsection (1) shall apply in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the body corporate. |
(3) Where an offence under this Act committed by a partnership (other than a limited liability partnership) is proved —| (a) | to have been committed with the consent or connivance of a partner; or | | (b) | to be attributable to any neglect on the part of the partner, |
| the partner, as well as the partnership, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly. |
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(4) Where an offence under this Act committed by an unincorporated association (other than a partnership) is proved —| (a) | to have been committed with the consent or connivance of an officer of the unincorporated association or a member of its governing body; or | | (b) | to be attributable to any neglect on the part of the officer or member, |
| the officer or member (as the case may be), as well as the unincorporated association, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly. |
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(5) In this section —“officer” —| (a) | in relation to a body corporate means any director, member of the committee of management, chief executive, manager, secretary or other similar officer of the body corporate and includes any person purporting to act in any such capacity; or | | (b) | in relation to an unincorporated association (other than a partnership), means the president, the secretary, or any member of the committee of the unincorporated association, or any person holding a position analogous to that of president, secretary or member of a committee and includes any person purporting to act in any such capacity; |
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| “partner” includes a person purporting to act as a partner. |
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| (6) Regulations may provide for the application of any provision of this section, with such modifications as the Minister considers appropriate, to any body corporate or unincorporated association formed or recognised under the law of a territory outside Singapore. |
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| Authority and its employees not liable to suit |
52.—(1) The Registrar, any public officer or any member, officer or employee of the Authority shall not be under any liability in respect of any error or inaccuracy in a register or in respect of any error or inaccuracy (whether in the copying or otherwise) in any certificate, certified extract, copy or other document made or issued under this Act and no court shall entertain any suit or other proceedings or damages in respect of any such matter.| (2) Notwithstanding anything to the contrary in any written law, the Authority shall not be under any liability or be liable to be sued in respect of any of the matters referred to in subsection (1). [BR Act 2004 Ed., s. 34] |
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| Jurisdiction of District Court |
| 53. Notwithstanding any provision to the contrary in the Criminal Procedure Code (Cap. 68), a District Court shall have jurisdiction to try any offence under this Act and shall have power to impose the full penalty or punishment in respect of the offence. |
54.—(1) Subject to subsection (3), a document or certificate issued by the Registrar in connection with the administration or enforcement of this Act or with an investigation carried out under this Act shall be admissible as evidence in any proceedings under this Act and shall be prima facie evidence of the facts stated therein.| (2) For the purposes of this section, a document purporting to be a certificate referred to in subsection (1) on its production by the prosecution shall, until the contrary is proved, be deemed to be such a certificate. |
(3) A certificate referred to in subsection (1) shall not be received in evidence under that subsection unless the person charged has been given —| (a) | a copy of the certificate; and | | (b) | notice of the intention of the prosecution to produce the certificate as evidence in the proceedings, |
| not less than 10 clear days before the commencement of the proceedings. |
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| (4) Where a certificate of the Registrar is admitted in evidence under subsection (1), the person charged may require the Registrar to be called as a witness for the prosecution and be cross-examined as if he had given evidence of the matters stated in the certificate. |
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| 55. Any person guilty of an offence under this Act for which no penalty is expressly provided shall be liable on conviction to a fine not exceeding $10,000. |
56.—(1) The Minister may make regulations for carrying out the purposes and provisions of this Act.(2) Without prejudice to the generality of subsection (1), the Minister may make regulations for or with respect to all or any of the following matters:| (a) | the registration and regulation of foreign limited liability partnerships; | | (b) | the powers and duties of the Registrar; | | (c) | the forms for the purposes of this Act, including the form of registers to be kept and the places at which the registers are to be kept; | | (d) | the translation of documents and records required for the purposes of this Act, and the authentication and lodgment of any such translation; | | (e) | all matters connected with or arising from the restrictions as to the business name which may be used by a limited liability partnership registered under this Act; | | (f) | the fees to be charged in respect of anything done under or by virtue of this Act, and the method of payment of such fees; | | (g) | the persons or classes of persons who are to be exempted from the payment of any fee or part thereof; | | (h) | the penalties for the late lodgment of documents; | | (i) | prescribing all matters and things which are required or permitted to be prescribed otherwise than by rules, under or for the purposes of this Act. |
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| (3) The Minister may, in making any regulations, provide that any contravention of, or failure or neglect to comply with, any provision of the regulations or any directive issued by the Registrar pursuant to the regulations shall be an offence punishable with a fine not exceeding $5,000 or with imprisonment for a term not exceeding 12 months or with both and, in the case of a continuing offence, with a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction. |
| (4) In this section, “foreign limited liability partnership” means a partnership formed, registered or incorporated outside Singapore in which the liability of the partners is limited, and having such other features as may be prescribed by the Minister. |
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57. The Rules Committee constituted under section 80 of the Supreme Court of Judicature Act (Cap. 322) may make rules —| (a) | with respect to proceedings and the practice and procedure of the High Court under this Act; | | (b) | with respect to any matter or thing which is by the Fifth Schedule required or permitted to be prescribed by rules; | | (c) | without limiting the generality of this section, with respect to High Court fees and costs and with respect to rules as to meetings ordered by the High Court; and | | (d) | generally with respect to the winding up of limited liability partnerships. |
[Companies 1994 Ed., s. 410] |
| Criminal liability of partners and managers of limited liability partnerships under other written laws |
58.—(1) A culpable officer provision shall apply, with the necessary modifications, to a limited liability partnership as if the reference in that provision to a director (or a person purporting to act as a director) were a reference to a partner or manager (or a person purporting to act as a partner or manager, as the case may be) of the limited liability partnership.(2) A culpable officer provision is a provision in any written law to the effect that where a body corporate, corporation or company is guilty of a particular offence, a director of the body corporate, corporation or company is also guilty of that offence in any one or more of the following circumstances:| (a) | if the offence is proved to have been committed with his authority; | | (b) | if the offence is proved to have been committed with his consent or connivance; | | (c) | if the offence is proved to be attributable to or to have been facilitated by any neglect on his part; | | (d) | if the offence is proved to be attributable to any act or default on his part; | | (e) | if he fails to prove that the offence was committed without his consent or connivance, and that he had exercised such diligence to prevent the commission of the offence as he ought to have exercised having regard to the nature of his functions in that capacity and to all the circumstances. |
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| Service of documents on limited liability partnerships under other written laws |
| 59. A provision in any written law for the service of notices, orders or documents on a body corporate, corporation or company shall apply, with the necessary modifications, to a limited liability partnership as it applies to the body corporate, corporation or company, and a reference in that provision to the secretary or other like officer of the body corporate, corporation or company shall be construed as a reference to the manager of the limited liability partnership. |
| Consequential and related amendments to other written laws |
60.—(1) The Minister may, by order published in the Gazette, repeal or amend any written law in force on 11th April 2005 which appears to him to be unnecessary having regard to the provisions of this Act or to be inconsistent with any provision of this Act.(2) An order under subsection (1) —| (a) | may be made at any time within the period of 2 years after 11th April 2005; and | | (b) | shall be presented to Parliament as soon as possible after publication in the Gazette. |
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| Transitional and savings provisions |
| 61. The Minister may make regulations to provide for such transitional, savings and other consequential provisions as he considers necessary or expedient. |
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