4.—(1) A limited liability partnership is a body corporate which is formed by being registered under this Act and which has legal personality separate from that of its partners.
(2) A limited liability partnership has perpetual succession.
(3) Any change in the partners of a limited liability partnership does not affect the existence, rights or liabilities of the limited liability partnership.
Capacity
5. A limited liability partnership is, by its name, capable of —
(a)
suing and being sued;
(b)
acquiring, owning, holding and developing or disposing of property, both movable and immovable; and
(c)
doing and suffering any other acts and things that bodies corporate may lawfully do and suffer.
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Common seal
6.—(1) A limited liability partnership may have a common seal but need not have one.
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(2) Sections 7 and 8 apply whether a limited liability partnership has a common seal or not.
[5A
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Execution of deeds by limited liability partnership
7.—(1) A limited liability partnership may execute a document described or expressed as a deed without affixing a common seal to the document by signature —
(a)
on behalf of the limited liability partnership by at least 2 partners of the limited liability partnership; or
(b)
on behalf of the limited liability partnership by a partner of the limited liability partnership in the presence of a witness who attests the signature.
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(2) A document mentioned in subsection (1) that is signed on behalf of the limited liability partnership in accordance with that subsection has the same effect as if the document were executed under the common seal of the limited liability partnership.
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(3) Where a document is to be signed by a person on behalf of more than one limited liability partnership, the document is not considered to be signed by that person for the purposes of subsection (1) or (2) unless the person signs the document separately in each capacity.
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(4) This section applies in the case of a document mentioned in subsection (1) that is executed by the limited liability partnership in the name or on behalf of another person, whether or not that person is also a limited liability partnership.
[5B
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Alternative to sealing
8. Where any written law or rule of law requires any document to be under or executed under the common seal of a limited liability partnership, or provides for certain consequences if it is not, a document satisfies that written law or rule of law if the document is signed in the manner set out in section 7(1)(a) or (b) and (3).
[5C
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Application of provisions of Companies Act 1967
9.—(1) Subject to section 8, section 41(1) to (8) of the Companies Act 1967 applies to a limited liability partnership as it applies to a corporation within the meaning of that Act.
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(2) Section 144(1)(a) of the Companies Act 1967 applies to a limited liability partnership as it applies to a company under that Act.
[5D
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Non-applicability of partnership law
10. Except as otherwise provided by this Act, the law relating to partnerships does not apply to a limited liability partnership.
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Partners
11.—(1) Any individual or body corporate may be a partner in a limited liability partnership.
(2) To avoid doubt, the reference in subsection (1) to body corporate excludes any trade union.
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Limited liability of partners
12.—(1) An obligation of the limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited liability partnership.
(2) A partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for an obligation mentioned in subsection (1) solely by reason of being a partner of the limited liability partnership.
(3) Subsections (1) and (2) do not affect the personal liability of a partner in tort for the partner’s own wrongful act or omission, but a partner is not personally liable for the wrongful act or omission of any other partner of the limited liability partnership.
(4) Where a partner of a limited liability partnership is liable to any person (other than another partner of the limited liability partnership) as a result of the partner’s wrongful act or omission in the course of the business of the limited liability partnership or with its authority, the limited liability partnership is liable to the same extent as the partner.
(5) The liabilities of the limited liability partnership must be met out of the property of the limited liability partnership.
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Power of partner to bind the limited liability partnership
13.—(1) Every partner of a limited liability partnership is the agent of the limited liability partnership.
(2) Despite subsection (1), a limited liability partnership is not bound by anything done by a partner in dealing with a person if —
(a)
the partner has in fact no authority to act for the limited liability partnership by doing that thing; and
(b)
the person knows that the partner has no authority or does not know or believe the partner to be a partner of the limited liability partnership.
(3) Where a person has ceased to be a partner of a limited liability partnership, the person (called in this subsection former partner) is to be regarded (in relation to any person dealing with the limited liability partnership) as still being a partner of the limited liability partnership unless —
(a)
the person has notice that the former partner has ceased to be a partner of the limited liability partnership; or
(b)
notice that the former partner has ceased to be a partner of the limited liability partnership has been delivered to the Registrar.
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Relationship of partners, etc.
14.—(1) Except as otherwise provided by this Act, the mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its partners, are governed —
(a)
by the limited liability partnership agreement; or
(b)
in the absence of agreement as to any matter, by any provision relating to that matter set out in the First Schedule.
(2) Any reference to a resolution of partners for a particular matter is a reference to a resolution passed by all or such number of partners as may be required by the limited liability partnership agreement for that matter.
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Cessation of partnership interest
15.—(1) A partner of a limited liability partnership may cease to be a partner in accordance with the limited liability partnership agreement, or in the absence of such agreement, by that partner giving 30 days’ notice to the other partners of the partner’s intention to resign as partner.
(2) Without limiting subsection (1), a partner of a limited liability partnership ceases to be a partner upon the death or dissolution of the partner.
(3) Where a partner of a limited liability partnership ceases to be a partner, unless otherwise provided in the limited liability partnership agreement, the former partner, his or her personal representative or its liquidator (as the case may be) is entitled to receive from the limited liability partnership an amount —
(a)
equal to the former partner’s capital contribution to the limited liability partnership and the former partner’s right to share in the accumulated profits of the limited liability partnership after the deduction of losses of the limited liability partnership; and
(b)
determined as at the date the former partner ceased to be a partner.
(4) To avoid doubt, a former partner, his or her personal representative or its liquidator (as the case may be) must not interfere in the management of the limited liability partnership.
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Bankruptcy of partner
16. Unless otherwise provided in the limited liability partnership agreement, if a partner of a limited liability partnership is adjudicated a bankrupt by a court in Singapore or elsewhere —
(a)
the bankruptcy does not by itself cause the bankrupt partner to cease being a partner of the limited liability partnership, but the restriction on the bankrupt partner being a manager of the limited liability partnership under section 58 applies; and
(b)
the Official Assignee or trustee of the estate of the bankrupt partner must not interfere in the management of the limited liability partnership but is entitled to receive distributions from the limited liability partnership that the bankrupt partner is entitled to receive under the limited liability partnership agreement.
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Assignment of partner’s interest in distributions
17.—(1) Unless otherwise provided in the limited liability partnership agreement, a partner may assign the whole or any part of the partner’s interest in the limited liability partnership but only to the extent that the assignee becomes entitled to receive distributions from the limited liability partnership that the partner would otherwise have been entitled to receive.
(2) An assignment under subsection (1) does not by itself —
(a)
cause the partner to cease being a partner of the limited liability partnership; and
(b)
entitle the assignee to interfere in the management of the limited liability partnership.
