On 21/05/2013,
you requested for the version in force on 21/05/2013
incorporating all amendments published on or before 21/05/2013.
The closest version currently available is that of 01/03/2010.
PART II
NATURE OF LIMITED LIABILITY PARTNERSHIP
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 shall have perpetual succession.
(3) Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership.
[Jersey LLP Law 1997, Art. 2 (4); UK LLP 2000, s. 1 (2)]
5.
—(1) A limited liability partnership shall, by its name, be capable of —
(a)
suing and being sued;
(b)
acquiring, owning, holding and developing or disposing of property, both movable and immovable;
(c)
having a common seal; and
(d)
doing and suffering such other acts and things as bodies corporate may lawfully do and suffer.
(2) Sections 41 (except subsection (9)) and 144(1)(a) of the Companies Act (Cap. 50) shall apply to a limited liability partnership as they apply to a corporation within the meaning of that Act.
[Companies 1994 Ed., s. 19 (5)]
6. Except as otherwise provided by this Act, the law relating to partnerships shall not apply to a limited liability partnership.
[UK LLP 2000, s. 1 (5)]
7.
—(1) Any individual or body corporate may be a partner in a limited liability partnership.
(2) For the avoidance of doubt, the reference in subsection (1) to body corporate shall exclude any trade union.
8.
—(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 referred to in subsection (1) solely by reason of being a partner of the limited liability partnership.
(3) Subsections (1) and (2) shall not affect the personal liability of a partner in tort for his own wrongful act or omission, but a partner shall not be 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 a wrongful act or omission of his 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 shall be met out of the property of the limited liability partnership.
[California Corp Code, UPA 1994, s. 16306 (e); Delaware RUPA, s. 15-305; Jersey LLP Law 1997, Art. 4 (2); UK LLP 2000, s. 6 (4)]
9.
—(1) Every partner of a limited liability partnership is the agent of the limited liability partnership.
(2) Notwithstanding 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 he has no authority or does not know or believe him 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 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.
[UK LLP 2000, s. 6]
10.
—(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, shall be 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.
[UK LLP 2000, s. 5]
11.
—(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 his intention to resign as partner.
(2) Without affecting the generality of subsection (1), a partner of a limited liability partnership shall cease 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 personal representative or its liquidator (as the case may be) shall be 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 his 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) For the avoidance of doubt, a former partner, his personal representative or its liquidator (as the case may be) shall not interfere in the management of the limited liability partnership.
[Delaware RUPA, s. 15-701 (a) and (b); UK LLP 2000, s. 4 (3)]
12. 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)
his bankruptcy shall not by itself cause him to cease being a partner of the limited liability partnership, but the restriction on him being a manager of the limited liability partnership under section 33 applies; and
(b)
the Official Assignee or trustee of the estate of the bankrupt partner shall not interfere in the management of the limited liability partnership but shall be entitled to receive distributions from the limited liability partnership that the bankrupt partner is entitled to receive under the limited liability partnership agreement.
13.
—(1) Unless otherwise provided in the limited liability partnership agreement, a partner may assign the whole or any part of his 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) shall 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.
[Delaware RUPA, s. 15-503]