PART III
REGISTRATION OF LIMITED PARTNERSHIPS
9.
—(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 and for the proper administration of this Act —
(a)
appoint an officer of the Authority to be the Registrar of Limited Partnerships; and
(b)
appoint from amongst the officers of the Authority, public officers and the officers of any other statutory board, such number of Deputy Registrars and Assistant Registrars of Limited Partnerships as the Minister considers necessary.
(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 Deputy Registrar, Assistant Registrar or officer of the Authority all or any of the powers, functions and duties vested in him by this Act except —
(a)
the power of delegation conferred by this subsection; and
(b)
the power to make regulations under this Act.
10.
—(1) A limited partner of a firm shall be deemed to be a general partner of the firm unless he is registered as a limited partner of the firm in accordance with this Act.
(2) A limited partnership shall be deemed to be a general partnership unless one or more persons are registered as limited partners of the firm in accordance with this Act.
(3) Subject to section 36(3) of the Partnership Act (Cap. 391) and subsections (5) and (6), where a person deals with a firm after it becomes a limited partnership, he is entitled to treat —
(a)
the firm as a general partnership, notwithstanding that the firm has been registered as a limited partnership, until he has notice of the registration of that firm as a limited partnership; and
(b)
any person who was a general partner of the firm as a general partner of the limited partnership until he has notice of the registration of that person as a limited partner of the limited partnership.
(4) Subject to section 36(3) of the Partnership Act and subsection (6), where a person deals with a limited partnership after a general partner of the limited partnership becomes a limited partner of the limited partnership, he is entitled to treat that partner as a general partner of the limited partnership until he has notice of the registration of that partner as a limited partner of the limited partnership.
(5) Registration of a firm as a limited partnership under this Act shall be notice of such registration as to persons who, before the date of such registration, had no dealings with the firm.
(6) Registration of a person as a limited partner of a limited partnership under this Act shall be notice of such registration as to persons who, before the date of such registration, had no dealings with the limited partnership or the firm which subsequently became the limited partnership.
11.
—(1) A limited partnership may be registered under this Act if a general partner of the limited partnership lodges with the Registrar, in such medium and in such form as the Registrar may determine, a statement containing the following particulars:
(a)
the name of the proposed limited partnership;
(b)
that the partnership is limited;
(c)
the general nature of the business of the proposed limited partnership;
(d)
the principal place of business of the proposed limited partnership and any other place where the business is carried on;
(e)
the full name, identification (if any), nationality and the usual place of residence of every person who is to be a partner of the proposed limited partnership and, where any of these persons is a corporation, the corporate name, place of incorporation or registration, registration number and registered office of the corporation to which all notices and communications may be addressed;
(f)
in relation to each person who is to be a partner of the proposed limited partnership, whether that person is to be a general partner or a limited partner;
(g)
the full name, identification (if any), nationality and the usual place of residence of any local manager appointed under section 28;
(h)
the term, if any, for which the proposed limited partnership is entered into, and the date of its commencement;
(i)
such other information concerning the proposed limited partnership as may be prescribed by the Minister.
(2) The statement referred to in subsection (1) shall be accompanied by —
(a)
a declaration by the general partner lodging the statement that each partner of the limited partnership has consented to be registered as a general or limited partner, as the case may be, of the limited partnership; and
(b)
a declaration by each general partner of the limited partnership that he has consented to be registered as a general partner of the limited partnership.
(3) Where a general partner of a limited partnership —
(a)
carries on a business wholly or mainly as nominee or trustee of or for another person, or other persons; or
(b)
acts as agent for any foreign firm for the general purposes of the business of that foreign firm in Singapore,
the general partner shall, in addition to the particulars required under subsection (1), furnish the particulars mentioned in the Second Schedule to the Registrar.
(4) The Registrar may, in any particular case, require the statements, declarations or particulars referred to in subsection (1), (2) or (3) to be verified in such manner as the Registrar considers fit.
(5) The High Court may, on the application of any person alleged or claiming to be a partner, direct the rectification of the register and decide any question arising under this section.
(6) In this section, “identification” means —
(a)
in the case of any person issued with an identity card under the National Registration Act (Cap. 201), the number of his identity card; and
(b)
in the case of a person not issued with such an identity card, particulars of his passport or travel document or such other similar evidence of identification as is available, if any.
12.
—(1) On receiving the statement referred to in section 11, the Registrar shall, subject to the provisions of this Act, cause that statement, upon payment of the prescribed fee, to be entered in the register.
(2) The Registrar shall, upon the registration of a limited partnership in accordance with subsection (1), issue to the applicant a notice of registration in such form as the Registrar may determine.
(3) The Registrar may, upon receipt of an application in the prescribed form and on payment of the prescribed fee, issue a certificate of confirmation of registration in such form as the Registrar may determine.
(4) Every registration under this Act shall be valid for such period as the Registrar may specify and shall, subject to the provisions of this Act and upon payment of the prescribed fee, be renewable for such period as the Registrar may approve.
(5) On receiving an application for the renewal of registration, the Registrar may require additional particulars or other information and may refuse to renew the registration if he is not furnished with those particulars or the information.
(6) Nothing in this section shall be construed to require the Registrar to register any limited partnership if he is not satisfied with the particulars or other information furnished under this Act.
(7) Any person aggrieved by the refusal of the Registrar to register a limited partnership of which he is to be a partner may, within 30 days of the date of the refusal, appeal to the Minister whose decision shall be final.
(8) The registration of any limited partnership shall not be deemed to imply that the requirements of any law in relation to any business carried on by that limited partnership have been complied with.
13.
—(1) Notwithstanding any provision in this Act or any other written law, the Registrar shall refuse to register a limited partnership under this Act where he is satisfied that —
(a)
the proposed business is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or
(b)
it would be contrary to the national security or interest for the limited partnership to be registered.
(2) Any person aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision shall be final.
14.
—(1) The Registrar may cancel the registration of a limited partnership if —
(a)
the Registrar is satisfied that the business of the limited partnership is being used or is intended to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore, or that it would be contrary to the national security or interest for the limited partnership to continue to be registered under this Act; or
(b)
in connection with the business of the limited partnership, any general partner has been convicted of an offence under the Charities Act (Cap. 37).
(2) The Registrar shall, before cancelling any registration under subsection (1), give notice in writing of his intention to cancel the registration at the expiration of such period, not being less than 30 days, as is specified in the notice.
(3) Any notice under this section may be addressed to the limited partnership and sent by post to the registered principal place of business of the limited partnership or any other place where the business is carried on.
(4) Any person aggrieved by the cancellation under subsection (1) may, within 30 days of the date of the cancellation, appeal to the Minister whose decision shall be final.
15.
—(1) For the purposes of sections 13 and 14, a certificate issued by the Minister charged with the responsibility for internal security stating that he is satisfied that it would be contrary to the national security or interest for the limited partnership to be registered under this Act shall be conclusive evidence of the matters so stated.
(2) Section 14(2) shall not apply in a case where the Registrar cancels the registration of a limited partnership under section 14(1)(a) pursuant to a certificate referred to in subsection (1).
16.
—(1) The name of every limited partnership shall contain the words “limited partnership” or the acronym “LP”.
(2) No person registered as a general partner of a limited partnership shall carry on the business of the limited partnership under a name that is not registered under section 12 or 18(1).
(3) The registration of the name of a limited partnership shall not be construed as authorising the use of that name if, apart from such registration, the use thereof could be prohibited.
(4) Every general partner of a limited partnership who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
17.
—(1) The Registrar shall refuse to register the name of a limited partnership, or a change of the name of a limited partnership to one, under this Act that in the opinion of the Registrar —
(a)
is undesirable;
(b)
is identical to a name under which any other limited partnership, person or corporation carries on business;
(c)
is identical to a name that is being reserved under this section, section 13 of the Business Registration Act (Cap. 32), section 27 of the Companies Act (Cap. 50) or section 19 of the Limited Liability Partnerships Act (Cap. 163A); or
(d)
is a name of a kind that the Minister has, by notification in the Gazette, directed the Registrar not to accept for registration.
(2) A person may apply in the prescribed manner to the Registrar for the reservation of a name set out in the application as —
(a)
the name of a proposed limited partnership; or
(b)
the name to which the name of a limited partnership is proposed to be changed.
(3) Upon receipt of an application under subsection (2) and payment of the prescribed fee, the Registrar may, if he is satisfied that the name to be reserved is not one which may be rejected on any ground referred to in subsection (1)(a), (b), (c) or (d), reserve the name for a period of 2 months from the date of lodgment of the application or such longer period as the Registrar may allow.
(4) Notwithstanding anything in this section, where the Registrar is satisfied that the name of a limited partnership has been registered under this Act (whether through inadvertence or otherwise and whether originally or by a change of name) —
(a)
(b)
which so nearly resembles a business name or the name of any other limited partnership, limited liability partnership or corporation as to be likely to be mistaken for it; or
(c)
the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332),
the Registrar may direct any general partner of the limited partnership to change the name of the limited partnership, and that person shall comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.
(5) Any person may apply, in writing, to the Registrar to direct any general partner of a limited partnership, on a ground referred to in subsection (4)(a) or (b), to change the name of the limited partnership.
(6) The Registrar shall not consider any application under subsection (5) to give a direction to change the name of a limited partnership on the ground referred to in subsection (4)(b) unless the Registrar receives the application within 12 months from the date of registration of that name.
(7) The Registrar may cancel the registration of any limited partnership if any person fails to comply with a direction given under subsection (4).
(8) The Registrar may, if he is satisfied that a person who is directed under subsection (4) to change the name of a limited partnership had applied for registration of that name in bad faith, require that person to pay the Registrar such fees as may be prescribed, and such fees shall be recoverable as a debt due to the Government.
(9) Any person who is aggrieved by a direction of the Registrar under subsection (4) or a requirement of the Registrar under subsection (8) may, within 30 days of the date of the direction or requirement, appeal to the Minister whose decision shall be final.
(10) For the avoidance of doubt, where the Registrar makes a decision under subsection (4) or the Minister makes a decision under subsection (9), he shall accept as correct any decision of the High Court to grant an injunction referred to in subsection (4)(c).
(11) The Minister may make regulations for the purpose of determining the matters referred to in subsections (1) and (4).
18.
—(1) Whenever a change is made or occurs in any of the particulars registered in respect of any limited partnership, a general partner of the limited partnership shall, within 14 days after the change, or such further period as the Registrar may on application allow, lodge with the Registrar a statement specifying the nature and date of the change, and containing such other information as may be prescribed.
(2) Where a person has ceased to be a partner or local manager of a limited partnership, that person may lodge with the Registrar a statement under subsection (1) in respect of that change if he has reasonable cause to believe that no general partner of the limited partnership will lodge the statement with the Registrar.
(3) Where any person whose residential address is registered under section 11 has changed his residential address and has made a report of the change under section 8 of the National Registration Act (Cap. 201) within 14 days of the change, the Registrar shall be deemed to have been informed of the change in compliance with subsection (1).
(4) The Registrar may, in any particular case, require a statement lodged under subsection (1) to be rectified in such manner as the Registrar considers fit.
(5) Any statement required to be lodged under this section shall be in such medium and form as the Registrar may determine.
19.
—(1) Where any limited partnership registered under this Act has ceased to carry on business, a general partner of the limited partnership may lodge with the Registrar a notice in such form as the Registrar may determine notifying the Registrar that the limited partnership has ceased to carry on business.
(2) Where any limited partnership registered under this Act has been dissolved, a general partner of the limited partnership shall, within 14 days of the dissolution, lodge with the Registrar a notice in such form as the Registrar may determine notifying the Registrar that the limited partnership has been dissolved.
(3) Where the Registrar has reasonable cause to believe that any limited partnership registered under this Act is not carrying on business or has been dissolved, he may send to the limited partnership and all the general partners a notice to the effect that if an answer showing cause to the contrary is not received within one month from the date thereof, the registration of the limited partnership may be cancelled and the name of the limited partnership removed from the register.
(4) If the Registrar —
(a)
receives an answer from any general partner in respect of the limited partnership to the effect that the limited partnership is not carrying on business or has been dissolved; or
(b)
does not within one month after sending the notice referred to in subsection (3) receive an answer showing cause to the contrary,
he may cancel the registration of that limited partnership and remove the name of the limited partnership from the register.
(5) The Registrar shall, by notification in the Gazette, publish such particulars as he thinks fit in respect of any limited partnership the registration of which has been cancelled under this section.
(6) Where the registration of a limited partnership is cancelled under this section, any certificate or notice pertaining to the registration of that limited partnership under this Act shall be deemed to be cancelled.
20. Any person who is aggrieved by the refusal of the Registrar to register a limited partnership under this Act or to renew such a registration may, within 30 days of the date of such refusal, appeal to the Minister whose decision shall be final.
21.
—(1) Where it appears to the High Court, as a result of evidence adduced before it, 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 to be just and expedient.
(2) The Registrar shall, upon receipt of the order of the High Court made under subsection (1), rectify the register accordingly.
(3) 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 with the Registrar, together with a copy of the order of the High Court and of the application to the High Court.
(4) Notwithstanding subsections (1) and (3), a general partner or a local manager of a limited partnership may notify the Registrar in the prescribed form of any typographical or clerical error contained in any document relating to the limited partnership lodged with the Registrar.
(5) The Registrar may, upon receipt of any notification referred to in subsection (4), rectify the register accordingly.
22.
—(1) Any person may, upon payment of such fees as may be prescribed, require —
(a)
a copy of a notice of registration or certificate of confirmation of registration under section 12; or
(b)
a copy of or an extract from any document filed with the Registrar,
to be certified by the Registrar.
(2) Any copy or extract, including a copy produced by way of such medium as determined by the Registrar, given under subsection (1) (not being a copy or an extract referred to in section 23(3)) which is certified to be a true copy or an extract under the hand and seal of the Registrar shall, in any proceedings, be admissible in evidence as of equal validity with the original document.
(3) A register shall not be open to inspection by the public.
(4) The Registrar shall not be required to issue under subsection (1) a copy of or an extract from a document forming part of the register where that document has been destroyed under section 24.
23.
—(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 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) 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 an extract from such document shall, in any proceedings, be admissible in evidence as of equal validity with the original document.
(4) 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.
(5) Subsections (3) and (4) shall have effect notwithstanding the provisions of any other written law.
24. If the Registrar is of the opinion that it is no longer necessary or desirable to retain any document lodged, filed or registered with the Registrar and which has been microfilmed or converted to electronic form, the Registrar may —
(a)
destroy the document with the authorisation of the National Heritage Board under section 21(4) of the National Heritage Board Act (Cap. 196A); or
(b)
transfer the document to the National Archives of Singapore under section 19 of that Act.
25. The Registrar, any public officer or any member, officer, employee or authorised agent of the Authority shall not be liable in respect of any error or omission in a register or in any certificate, certified extract, copy or other document made or issued under this Act or in any information relating to a limited partnership registered under this Act furnished by him, if the error or omission —
(a)
is made in good faith and in the ordinary course of the discharge of his duties; or
(b)
has occurred or arisen as a result of any defect or breakdown in any electronic filing service or information service of the Authority or in any of the equipment used for such service,
and no court shall entertain any suit or other proceedings or damages in respect of any such matter.