On 20/06/2013,
you requested for the version in force on 20/06/2013
incorporating all amendments published on or before 20/06/2013.
The closest version currently available is that of 01/01/2010.
PART IV
DUTIES, OFFENCES AND POWERS OF ENFORCEMENT
26.
—(1) Every general partner of a limited partnership shall ensure that the invoices and official correspondence of the limited partnership bear the name and registration number of the limited partnership.
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
[LLPA, s. 27]
27.
—(1) Every general partner of a limited partnership shall ensure that such accounting and other records as will sufficiently explain the transactions and financial position of the limited partnership are kept.
(2) The records referred to in subsection (1) shall be retained for a period of at least 5 years after the completion of the transactions or operations to which they respectively relate.
(3) The Registrar may, by notice in writing to any of the general partners of a limited partnership, require that person to produce the records referred to in subsection (1) for his inspection within such time and at such place as may be specified in that notice.
(4) Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction —
(a)
in the case where the offender is an individual, to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both; and
(b)
in any other case, to a fine not exceeding $10,000.
(5) Any person who fails to comply with a requirement under subsection (3) shall be guilty of an offence and shall be liable on conviction —
(a)
in the case where the offender is an individual, to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both; and
(b)
in any other case, to a fine not exceeding $10,000.
[LLPA, s. 25]
28.
—(1) Where every general partner of a limited partnership registered or to be registered under this Act is ordinarily resident outside Singapore, the Registrar may require a local manager to be appointed.
(2) The local manager shall be personally responsible for the discharge of all obligations attaching to the limited partnership under Parts III, IV and V, and in the case of any default in respect of any such obligation, the local manager shall be subject to the same responsibilities, liabilities and penalties as a general partner in the limited partnership and all the penal and other provisions of this Act shall be construed accordingly.
(3) The consent of the local manager to his appointment shall be lodged with the Registrar in such form and manner as the Registrar may require.
(4) Where a local manager appointed under subsection (1) ceases to hold office for any reason, a new local manager shall be appointed and the change shall be registered in accordance with section 18.
(5) Every general partner of a limited partnership who fails to comply with a requirement under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000.
[BR Act, s. 25; BRR, r. 9]
29.
—(1) Any person who, being an undischarged bankrupt (whether he was adjudicated bankrupt by a Singapore court or a foreign court having jurisdiction in bankruptcy), directly or indirectly, takes part in or is concerned in the management of any limited partnership required to be registered under this Act, 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, as the case may be, the High Court or the Official Assignee may refuse the application or approve the application subject to such condition as the High Court or the Official Assignee, as the case may be, 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 the leave of the High Court has been served on the Official Assignee and the Official Assignee is heard on the application.
[BR Act, s. 26]
30.
—(1) Where a person carries on business in Singapore as a limited partnership without —
(a)
the limited partnership being registered under this Act;
(b)
being registered as a partner of the limited partnership under this Act; or
(c)
furnishing any information required under section 18,
then the rights of the defaulter under or arising out of any contract, in relation to the business carried on by the defaulter in respect of which there is no valid registration or there is non-compliance with section 18, made or entered into by or on behalf of the defaulter at any time while he is in default shall, subject to subsection (3), not be enforceable by action or other legal proceedings either in the name of the limited partnership or otherwise.
(2) A defaulter referred to in subsection (1) may apply to the court for relief against the disability imposed by this section.
(3) The court, on being satisfied that the default was accidental or due to inadvertence or some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant such relief either generally, or as respects any particular contract, on condition that the costs of the application are paid by the defaulter, unless the court otherwise orders, and on such other conditions (if any) as the court may impose.
(4) Relief under subsection (3) shall not be granted except on such service and publication of notice of the application as the court may order, nor shall relief be given in respect of any contract if any party to the contract proves to the satisfaction of the court that, if the provisions of this Act had been complied with, he would not have entered into the contract.
(5) This section shall not prejudice the rights of any other party as against the defaulter referred to in subsection (1) in respect of a contract mentioned in that subsection.
(6) If any action or proceedings shall be commenced by any other party against the defaulter referred to in subsection (1) to enforce the rights of a party in respect of that contract, this section shall not preclude the defaulter from enforcing in that action or proceedings, by way of counterclaim, set-off or otherwise, such rights as he may have against that party in respect of that contract.
(7) Without prejudice to the powers of the court to grant the relief referred to in subsection (3), if any proceedings to enforce any contract are commenced by a defaulter referred to in subsection (1) in a District Court or Magistrate’s Court, the District Court or Magistrate’s Court may, as regards that contract, grant relief under this section.
(8) In this section, “court” means the High Court or a Judge thereof.
[BR Act, s. 21]
31.
—(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 any premises at which he has reason to believe any person is carrying on business as a limited partnership 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, s. 23; LLPA, s. 43]
32.
—(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 general partner or former general partner of a limited 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.
[BR Act, s. 24; LLPA, s. 44]
33.
—(1) Any person who —
(a)
fails to furnish any information required under section 18;
(b)
without lawful excuse, fails to comply with any summons or requisition of the Registrar under section 32;
(c)
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; or
(d)
contravenes any of the regulations made under this Act,
shall be guilty of an offence.
(2) Any person who knowingly holds out that a business is registered as a limited partnership under this Act shall, where he knows or ought to have known that at the material time the business was not registered as a limited partnership under this Act, be guilty of an offence.
(3) A person shall be liable on conviction of an offence under subsection (1) or (2) to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.
[BR Act, s. 27; LLPA, s. 39]
34. If, in any proceedings for an offence under this Act —
(a)
proof is given that the name of a limited partnership has been displayed in any premises; and
(b)
evidence is given from which the court may infer that the name of a limited partnership has reference to any business carried on at the premises,
the person carrying on the business shall, in the absence of proof to the contrary, be presumed to be carrying on the business under that name.
[BR Act, s. 28]
35.
—(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 —
(a)
one half of the amount of the maximum fine that is prescribed for the offence; or
(b)
$5,000,
whichever is the lower.
(2) On the payment of such sum of money, no further proceedings shall be taken against that person in respect of the offence.
(3) All sums collected under this section shall be paid to the Authority.
[HPA, s. 65; LLPA, s. 46]
36. 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, s. 30; LLPA, s. 47]
37.
—(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, s. 32; LLPA, s. 49]
38.
—(1) Where an offence under this Act committed by a body corporate is proved —
(a)
to have been committed with the consent or connivance of an officer; or
(b)
to be attributable to any neglect on his part,
the officer as well as the 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) In this section —
“body corporate” includes a limited liability partnership which has the same meaning as in section 2(1) of the Limited Liability Partnerships Act (Cap. 163A);
“officer”, in relation to a body corporate, means any director, partner, 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;
“partner” includes a person purporting to act as a partner.
[HPA, s. 59]
39.
—(1) Where a general partner of a limited partnership is required under this Act to do any act or thing, the person responsible for the management of the limited partnership shall also be answerable for the doing of or omission to do that act or thing.
(2) For the purposes of subsection (1), the reference to a person responsible for the management of a limited partnership includes every manager, agent or employee at any time charged either solely or to a substantial extent with the management of the limited partnership.
(3) Where any agent or employee in the course of his employment does or omits to do any act, the doing of which or omission to do which by his principal or employer would be an offence under this Act, that agent or employee shall be guilty of that offence.
(4) Any person who would have been guilty of an offence if anything had been done or omitted to be done by him personally shall be guilty of that offence and shall be liable to the same penalty —
(a)
if that thing had been done or omitted to be done by his agent or employee in the course of his employment; and
(b)
unless he proves to the satisfaction of the court that that thing had been done or omitted to be done without his knowledge or consent and that he took all reasonable precautions to prevent the doing of or omission to do that thing.
(5) This section shall be in addition to and not in derogation of any other provisions of this Act.
[BR Act, ss. 2(1) and (3), 33]
40.
—(1) Any notice, written communication, certificate or other document required to be given or served under the provisions of this Act on a limited partnership or the general partners of a limited partnership shall be deemed to have been duly given or served if posted by the Registrar to the registered principal place of business of the limited partnership.
(2) Every summons issued by a court in connection with any offence under this Act may be served on the person concerned —
(a)
by delivering it to him;
(b)
by delivering it to any adult person residing at his last known place of residence; or
(c)
by forwarding it by registered post in a cover addressed to him at his last known place of residence or business or at any address furnished by him.
(3) In proving service by registered post, it shall be sufficient to prove that the cover containing the summons was properly addressed, stamped and posted by registered post.
[BR Act, s. 36]