Limited Liability Partnerships Bill

Bill No. 64/2004

Read the first time on 19th October 2004.

An Act to provide for limited liability partnerships and to make consequential amendments to certain other written laws.

Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows:

PART I

PRELIMINARY

Short title and commencement

1. This Act may be cited as the Limited Liability Partnerships Act 2004 and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint.

Interpretation

2.—(1) In this Act, unless the context otherwise requires —

“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004 (Act 3 of 2004);

“company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);

“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes —

(a)	any limited liability partnership registered under this Act; and
(b)	any foreign company,

but does not include —

(i)	any corporation sole;
(ii)	any co-operative society; or
(iii)	any registered trade union;

“firm” has the same meaning as in section 2(1) of the Business Registration Act (Cap. 32);

“foreign company” has the same meaning as in section 4(1) of the Companies Act;

“limited liability partnership” has the meaning given to it by section 4(1);

“limited liability partnership agreement”, in relation to a limited liability partnership, means any agreement expressed or implied between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to the limited liability partnership;

“liquidator” includes the Official Receiver when acting as the liquidator of a corporation;

“manager”, in relation to a limited liability partnership, means any person (whether or not a partner of the limited liability partnership) who is concerned in or takes part in the management of the limited liability partnership (whether or not his particulars or consent to act are lodged with the Registrar as required under section 23(2));

“officer”, in relation to a limited liability partnership, means —

(a)	any manager of the limited liability partnership;
(b)	a receiver and manager of any part of the undertaking of the limited liability partnership appointed under a power contained in any instrument; and
(c)	any liquidator of the limited liability partnership appointed in a voluntary winding up,

but does not include —

(i)	any receiver who is not also a manager;
(ii)	any receiver and manager appointed by the High Court; or
(iii)	any liquidator appointed by the High Court or by the creditors;

“Official Receiver” means the Official Assignee appointed under the Bankruptcy Act (Cap. 20) and includes the deputy of any such Official Assignee and any person appointed as Assistant Official Assignee;

“partner”, in relation to a limited liability partnership, means any person who has been admitted as a partner in the limited liability partnership in accordance with the limited liability partnership agreement;

“prescribed person” means a person, or a person within a class of persons, prescribed by the Minister;

“private company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);

“register” means any register kept and maintained under this Act;

“Registrar” means the Registrar of Limited Liability Partnerships appointed under section 3(2)(a) and includes any Deputy Registrar or Assistant Registrar appointed under section 3(2)(b).

(2) Where a limited liability partnership has more than one manager —

(a)	anything that the manager is required by this Act to do may be done by any one of the managers; and
(b)	anything which constitutes an offence by the manager under this Act constitutes an offence by each of the managers.

(3) A reference in this Act to the managers of a limited liability partnership shall, in the case of a limited liability partnership which has only one manager, be construed as a reference to that manager.

(4) A reference in this Act to the doing of any act by 2 or more managers of a limited liability partnership shall, in the case of a limited liability partnership which has only one manager, be construed as the doing of that act by that manager.

Administration of Act and appointment of Registrar of Limited Liability Partnerships, etc.

3.—(1) The Authority shall be responsible for the administration of this Act, subject to the general or special directions of the Minister.

(2) The Minister may, after consultation with the Authority —

(a)	appoint an officer of the Authority to be the Registrar of Limited Liability Partnerships; and
(b)	from amongst the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Limited Liability Partnerships as the Minister considers necessary,

for the proper administration of this Act.

(3) The Registrar shall be responsible generally for the carrying out of the provisions of this Act and for the collection of the fees thereunder and shall pay all amounts so collected into the funds of the Authority.

(4) The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of his powers, functions or duties under this Act, and the Registrar shall give effect to such directions.

(5) The Registrar may, subject to such conditions or restrictions as he thinks fit, for the purposes of the administration of this Act, delegate to any person all or any of the powers, functions and duties vested in him by this Act except the power of delegation conferred by this subsection.

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