PART 2 AMENDMENT OF LIMITED LIABILITY
PARTNERSHIPS ACT |
| Amendment of Limited Liability Partnerships Act |
3.—(1) The Limited Liability Partnerships Act is amended —| (a) | by inserting, immediately after paragraph (a) of section 32F(4), the following paragraph:| “(aa) | contains the note and prescribed particulars required under section 32FA(3), if applicable;”; |
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| | (b) | by inserting, immediately after the word “particulars” in section 32F(4)(b), the words “mentioned in paragraph (a) or (aa)”; | | (c) | by inserting, immediately after section 32F, the following section:32FA.—(1) This section applies where a limited liability partnership knows, or has reasonable grounds to believe —| (a) | that the limited liability partnership has no registrable controller; or | | (b) | that the limited liability partnership has a registrable controller but has not been able to identify the registrable controller. |
| (2) Where this section applies, each partner with executive control of the limited liability partnership is, subject to subsection (9), taken to be a registrable controller of the limited liability partnership for the purposes of this Part. |
(3) Where this section applies, the limited liability partnership must enter the following in its register of controllers:| (a) | a note stating —| (i) | that the limited liability partnership knows, or has reasonable grounds to believe, as the case may be —| (A) | that the limited liability partnership has no registrable controller; or | | (B) | that the limited liability partnership has a registrable controller but has not been able to identify the registrable controller; and |
| | (ii) | that each partner with executive control of the limited liability partnership is taken to be a registrable controller of the limited liability partnership under subsection (2); |
| | (b) | the prescribed particulars of each partner with executive control of the limited liability partnership. |
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(4) A limited liability partnership must enter the matters mentioned in subsection (3) in its register of controllers within the prescribed period after —| (a) | in the case of a limited liability partnership that knows, or has reasonable grounds to believe, that it has no registrable controller — the date on which the limited liability partnership knows, or has reasonable grounds to believe, that the limited liability partnership has no registrable controller; or | | (b) | in the case of a limited liability partnership that knows, or has reasonable grounds to believe, that it has a registrable controller but has not been able to identify the registrable controller — the date on which the limited liability partnership, having taken the reasonable steps required by section 32G(1), forms the opinion that it is unable to identify the registrable controller. |
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| (5) A limited liability partnership must, within the prescribed period after the date on which the limited liability partnership knows, or has reasonable grounds to believe, that any change in the particulars entered in its register of controllers under subsection (3)(b) has occurred, update its register of controllers to reflect the change. |
(6) If a limited liability partnership mentioned in subsection (1) enters the particulars of a registrable controller in its register of controllers under section 32F(6), the limited liability partnership must, at the same time, enter in its register of controllers a note stating —| (a) | that each partner with executive control of the limited liability partnership is no longer taken to be a registrable controller of the limited liability partnership under subsection (2); and | | (b) | the date on which the particulars of the registrable controller were entered in its register of controllers under section 32F(6). |
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| (7) If a limited liability partnership fails to comply with subsection (3), (4), (5) or (6), the limited liability partnership, and every partner of the limited liability partnership who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000. |
| (8) In this section, “partner with executive control”, in relation to a limited liability partnership, means a partner of the limited liability partnership who exercises executive control over the daily or regular affairs of the limited liability partnership through a senior management position. |
| (9) Despite anything in this Part, a reference in section 32F(6) or (7), 32G(1) or (2), 32H(1), 32I(1), 32J(1) or 32K(1) to a controller or a registrable controller does not include a partner taken to be a registrable controller under subsection (2).”; |
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| | (d) | by deleting the word “; and” at the end of section 32M(2)(b)(i) and substituting the words “(including the matters mentioned in section 32FA(3)); and”; | | (e) | by deleting subsection (3) of section 32M and substituting the following subsection:| “(3) Where the Registrar requires a limited liability partnership to lodge with the Registrar the particulars, matters and updates mentioned in subsection (2)(b), the limited liability partnership must lodge the particulars, matters and updates in the prescribed form and manner and within the prescribed time.”; and |
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| | (f) | by deleting the words “(2)(b) or” in section 32M(4). |
(2) The Limited Liability Partnerships Act, as amended by subsection (1), is further amended —| (a) | by deleting the words “section 32FA(3)” in paragraph (aa) of section 32F(4) (or section 47(4) as renumbered in the 2020 Revised Edition) and substituting the words “section 47A(3)”; | | (b) | by deleting the words “section 32G(1)” in section 32FA(4)(b) (inserted by subsection (1)(c)) and substituting the words “section 48(1)”; | | (c) | by deleting the words “section 32F(6)” wherever they appear in section 32FA(6) (inserted by subsection (1)(c)) and substituting in each case the words “section 47(6)”; | | (d) | by deleting the words “section 32F(6) or (7), 32G(1) or (2), 32H(1), 32I(1), 32J(1) or 32K(1)” in section 32FA(9) (inserted by subsection (1)(c)) and substituting the words “section 47(6) or (7), 48(1) or (2), 49(1), 50(1), 51(1) or 52(1)”; | | (e) | by renumbering section 32FA (inserted by subsection (1)(c)) as section 47A; and | | (f) | by deleting the words “section 32FA(3)” in section 32M(2)(b)(i) (or section 54(2)(b)(i) as renumbered in the 2020 Revised Edition) and substituting the words “section 47A(3)”. |
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