Part 2: Part 2: Establishment and Corporate Capacity
Article 6 - Limited Liability Partnerships(1) A form of legal entity known as a
Limited Liability Partnershipmay be incorporated in the QFC.(2) A Limited Liability Partnershipis a Body Corporatewhich is formed by being incorporated under these Regulations.
Article 7 - Corporate capacity(1) A
Limited Liability Partnershiphas separate legal capacity from that of its Members.(2) A Limited Liability Partnershiphas the capacity, rights and privileges of a natural person and, without limitation, may enter into contracts, sue and be sued and own assets of all types.(3) Each Memberof a Limited Liability Partnershipshall be liable to contribute to its assets in the event of its being wound up to such extent as he has agreed to make such a contribution.(4) In favour of a person who in good faith is a party to a transaction or other act to which the Limited Liability Partnershipis party, the power of the Membersof a Limited Liability Partnershipto bind the Limited Liability Partnership, or authorise others to do so, shall be deemed free of any limitation under the Limited Liability Partnership Agreement.(5) A contract may be made, varied or discharged on behalf of a Limited Liability Partnership, by any person acting under its authority, express or implied.(6) A Documentis executed by a Limited Liability Partnershipif signed by two or more Membersof a Limited Liability Partnership, and expressed (in whatever form of words) to be executed by the Limited Liability Partnership.
Article 8 - Transactions entered into prior to corporate existence(1) Where a transaction purports to be entered into by a
Limited Liability Partnership, or by a person as agent for a Limited Liability Partnership, at a time when the Limited Liability Partnershiphas not been formed, then unless otherwise agreed by the parties to the transaction, the transaction has effect as one entered into by the person purporting to act for the Limited Liability Partnershipor as agent for it, and he is personally bound by the transaction and entitled to its benefits.(2) A Limited Liability Partnershipmay, within such period as may be specified in the terms of the transaction or if no period is specified, within a reasonable time after it is formed, by act or conduct signifying its intention to be bound thereby, adopt any such transaction and it shall from that time be bound by it and entitled to its benefit and the person who entered into such transaction shall cease to be so bound and entitled.