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  • Part 4: Part 4: Membership

    • Article 11 - Members

      (1) On the incorporation of a Limited Liability Partnership its Members are the persons who subscribed their names to the Incorporation Document filed with the CRO under Article 9(2) of these Regulations (other than any who have died or been dissolved).
      (2) Any other person may become a Member of a Limited Liability Partnership by and in accordance with a Limited Liability Partnership Agreement.
      (3) A person may cease to be a Member of a Limited Liability Partnership (as well as by death or dissolution) in accordance with a Limited Liability Partnership Agreement or, in the absence of a Limited Liability Partnership Agreement containing provisions as to cessation of Membership, by giving reasonable notice to the other Members.
      (4) A Member of a Limited Liability Partnership can be of any nationality and either a natural or corporate person.

    • Article 12 - Relationship of Members

      (1) Except as otherwise provided by these Regulations, the mutual rights and duties of the Members of a Limited Liability Partnership, and the mutual rights and duties of a Limited Liability Partnership and its Members, shall be governed:
      (A) by a Limited Liability Partnership Agreement between the Members, or between the Limited Liability Partnership and its Members; or
      (B) in the absence of a provision in a Limited Liability Partnership Agreement as to such matter, by any provision made in relation to that matter in Article 18.
      (2) A Limited Liability Partnership Agreement made before the incorporation of a Limited Liability Partnership Agreement between the persons who subscribe their names to the Incorporation Document may impose obligations on the Limited Liability Partnership (to take effect on, or at any time specified in or determined under, the Limited Liability Partnership Agreement after its incorporation).
      (3) A Limited Liability Partnership Agreement shall be in the English language.

    • Article 13 - Members as agents

      (1) Every Member of a Limited Liability Partnership is the agent of the Limited Liability Partnership.
      (2) However, a Limited Liability Partnership is not bound by anything done by a Member in dealing with a person if:
      (A) the Member in fact has 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 Member of the Limited Liability Partnership.
      (3) Where a person has ceased to be a Member of the Limited Liability Partnership, the former Member is to be regarded (in relation to any person dealing with the Limited Liability Partnership) as still being a Member of the Limited Liability Partnership unless:
      (A) the person has notice that the former Member has ceased to be a Member of the Limited Liability Partnership; or
      (B) notice that the former Member has ceased to be a Member of the Limited Liability Partnership has been delivered to the CRO.
      (4) Where a Member of the Limited Liability Partnership is liable to any person (other than another Member 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 Member.

    • Article 14 - Ex-Members

      (1) This Article 14 applies where a Member of the Limited Liability Partnership has either ceased to be a Member or:
      (A) has died;
      (B) has become bankrupt or has been wound up;
      (C) has granted a trust deed for the benefit of his creditors; or
      (D) has assigned the whole or any part of his share in the Limited Liability Partnership (absolutely or by way of charge or security).
      (2) In such an event the former Member or:
      (A) his personal representative;
      (B) his trustee in bankruptcy or liquidator;
      (C) his trustee under the trust deed for the benefit of his creditors; or
      (D) his assignee
      may not interfere in the management or administration of any business or affairs of the Limited Liability Partnership.
      (3) Article 14(2) does not affect any right to receive an amount from the Limited Liability Partnership in that event.

    • Article 15 - Designated Members

      (1) If the Incorporation Document specifies who are to be the Designated Members:
      (A) they are Designated Members on incorporation; and
      (B) any Member may become a Designated Member by or in accordance with an agreement with the other Members
      and a Member may cease to be a Designated Member in accordance with an agreement with the other Members.
      (2) If there would otherwise be no Designated Members, or only one, every Member is a Designated Member.
      (3) If the Incorporation Document states that every person who from time to time is a Member of the Limited Liability Partnership is a Designated Member, every Member is a Designated Member.
      (4) A Limited Liability Partnership may at any time deliver to the CRO:
      (A) notice that specified Members are to be Designated Members; or
      (B) notice that every person who from time to time is a Member of a Limited Liability Partnership is a Designated Member
      and, once it is delivered, Article 15(1) (apart from Article 15(1)(A)), Article 15(2), and Article 15(3) shall have effect as if that were stated in the Incorporation Document.
      (5) A notice delivered under Article 15(4):
      (A) shall be in a form approved by the CRO; and
      (B) shall be signed by a Designated Member of the Limited Liability Partnership or authenticated in a manner approved by the CRO.
      (6) A person ceases to be a Designated Member if he ceases to be a Member.

    • Article 16 - Registration of membership changes

      (1) A Limited Liability Partnership must ensure that:
      (A) where a person becomes or ceases to be a Member or Designated Member, notice in the Prescribed Form is delivered to the CRO within 21 days; and
      (B) where there is any change in the Name or Address of a Member, notice in the Prescribed Form is delivered to the CRO within 21 days.
      (2) Where all the Members from time to time of a Limited Liability Partnership are Designated Members, Article 16(1)(A) does not require notice that a person has become or ceased to be a Designated Member as well as a Member.
      (3) A notice delivered under Article 16(1) shall be:
      (A) in the Prescribed Form together with the Prescribed Fee; and
      (B) signed by a Designated Member of the Limited Liability Partnership or authenticated in a manner approved by the CRO
      and if it relates to a person becoming a Member or Designated Member, shall contain a statement that he consents to becoming a Member or Designated Member signed by him or authenticated in a manner approved by the CRO.
      (4) If a Limited Liability Partnership fails to comply with Article 16(1), the Limited Liability Partnership and every Designated Member is in contravention of these Regulations.
      (5) It is a defence for a Designated Member who would otherwise be subject to a financial penalty under Article 16(4) to prove that he took all reasonable steps for securing that Article 16(1) was complied with.
      Amended by QFCA RM2012-1 (as from 11th April 2012)

    • Article 17 - Notices under Article 16

      Where a person becomes a Member or Designated Member of a Limited Liability Partnership the notice to be delivered to the CRO under Article 16 shall contain the following particulars with respect to that person:

      (1) his Name;
      (2) his Address; and
      (3) in the case of an individual, the date of his birth.

    • Article 18 - Rights and obligations of Members in the absence of provisions in the Limited Liability Partnership Agreement

      In the absence of any provision in that regard in the Limited Liability Partnership Agreement the mutual rights and duties of the Members and the mutual rights and duties of the Limited Liability Partnership and the Members shall be determined by the following rules:

      (1) all the Members of a Limited Liability Partnership are entitled to share equally in the capital and profits of the Limited Liability Partnership;
      (2) the Limited Liability Partnership must indemnify each Member in respect of payments made and personal liabilities incurred by him:
      (A) in the ordinary and proper conduct of the business of the Limited Liability Partnership; or
      (B) in or about anything necessarily done for the preservation of the business or property of the Limited Liability Partnership;
      (3) every Member may take part in the management of the Limited Liability Partnership;
      (4) no Member shall be entitled to remuneration for acting in the business or management of the Limited Liability Partnership;
      (5) no person may be introduced as a Member or voluntarily assign an interest in a Limited Liability Partnership without the consent of all existing Members;
      (6) any difference arising as to ordinary matters connected with the business of the Limited Liability Partnership may be decided by a majority of the Members, but no change may be made in the nature of the business of the Limited Liability Partnership without the consent of all the Members;
      (7) the books and records of the Limited Liability Partnership are to be made available for inspection at the registered office of the Limited Liability Partnership or at such other place as the Members think fit and every Member of the Limited Liability Partnership may when he thinks fit have access to and inspect and copy any of them;
      (8) each Member shall render true accounts and full information of all things affecting the Limited Liability Partnership to any Member or his legal representative;
      (9) if a Member, without the consent of the Limited Liability Partnership, carries on any business of the same nature as and competing with the Limited Liability Partnership, he must account for and pay over to the Limited Liability Partnership all profits made by him in that business; and
      (10) every Member must account to the Limited Liability Partnership for any benefit derived by him without the consent of the Limited Liability Partnership from any transaction concerning the Limited Liability Partnership, or from any use by him of the property of the Limited Liability Partnership, name or business connection.