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  • Part 5: Part 5: Names and Change of Names

    • Article 19 - Registration of name

      (1) The name of a Limited Liability Partnership must:
      (A) be written using letters of the English alphabet or such other characters acceptable to the CRO; and
      (B) end with:
      (i) the expression "Limited Liability Partnership"; or
      (ii) the abbreviation "llp" or "LLP".
      (2) A Limited Liability Partnership shall not be registered by a name:
      (A) which includes, otherwise than at the end of the name, either the expression "Limited Liability Partnership" or either of the abbreviations "llp" or LLP";
      (B) which is the same as a name appearing on the index of names maintained by the CRO; or
      (C) which in the opinion of the CRO is offensive or otherwise undesirable.
      (3) Except with the approval of the CRO, a Limited Liability Partnership shall not be registered by a name which in the opinion of the CRO would be likely to give the impression that it is connected in any way with the State.

    • Article 20 - Change of name

      (1) A Limited Liability Partnership may change its name at any time to another name with which a Limited Liability Partnership may be registered under Article 19.
      (2) Where a Limited Liability Partnership changes its name it shall deliver, within 21 days, a notice in the Prescribed Form to the CRO and shall pay to the CRO the Prescribed Fee.
      (3) A notice delivered under Article 20(2):
      (A) shall be in a form prescribed or 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.
      (4) Where the CRO receives a notice under Article 20(2) it shall (unless the new name is one by which a Limited Liability Partnership may not be registered):
      (A) enter the new name on the register in place of the former name; and
      (B) issue a certificate of the change of name.
      (5) The change of name has effect from the date on which the certificate referred to in Article 20(4)(B) is issued.
      Amended by QFCA RM2012-1 (as from 11th April 2012)

    • Article 21 - Effect of change of name

      A change of name by a Limited Liability Partnership does not:

      (1) affect any of its rights or duties; or
      (2) render defective any legal proceedings by or against it
      and any legal proceedings that might have been commenced or continued against it in its former name may be commenced or continued against it in its new name.

    • Article 22 - Power to require change of name

      (1) Where a Limited Liability Partnership has been registered by a name which:
      (A) is the same as or, in the opinion of the CRO, too like a name appearing at the time of registration in the index maintained by the CRO; or
      (B) is the same as or, in the opinion of the CRO, too like a name which should have appeared in the index at that time
      the CRO may within 12 months of that time in writing direct the Limited Liability Partnership to change its name within such period as it may specify.
      (2) If it appears to the CRO:
      (A) that misleading information has been given for the purpose of the registration of a Limited Liability Partnership by a particular name; or
      (B) that undertakings or assurances have been given for that purpose and have not been fulfilled
      it may, within five years of the date of its registration by that name, in writing direct the Limited Liability Partnership to change its name within such period as the CRO may specify.
      (3) If in the CRO's opinion the name by which a Limited Liability Partnership is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, it may in writing direct the Limited Liability Partnership to change its name within such period (being not less than one month) as the CRO may specify.
      (4) The Limited Liability Partnership may, within three weeks from the date of any direction under Article 22(1), (2) or (3), apply to the Regulatory Tribunal to set it aside and the Regulatory Tribunal may set the direction aside or confirm it and, if it confirms it, shall specify the period within which it must be complied with.
      (5) Where a direction has been given under Article 22(1), (2) or (3) specifying a period within which a Limited Liability Partnership is to change its name, the CRO may at any time before that period ends extend it by a further direction in writing.
      Amended by QFCA RM2012-1 (as from 11th April 2012)

    • Article 23 - Improper use of "Limited Liability Partnership"

      If any person carries on a Business under a name or title which includes in the last words:

      (1) the expression "Limited Liability Partnership", or
      (2) any contraction or imitation of that expression
      that person, unless a Limited Liability Partnership or a Branch of a Non-QFC Limited Liability Partnership whose name includes the words "limited liability partnership" or an abbreviation thereof, contravenes these Regulations.

    • Article 24 - Similarity of names

      In determining for the purpose of this Part 5 whether one name is the same as another there are to be disregarded:

      (1) the definite article as the first word of either name;
      (2) any of the following at the end of the names:
      (A) "limited liability company";
      (B) "company";
      (C) "limited";
      (D) "unlimited";
      (E) "limited partnership";
      (F) "limited liability partnership";
      (G) "partnership"; and
      (H) and any abbreviation of the above;
      (3) type and case of letters, accents, spaces between letters and punctuation marks; and
      (4) "and" and "&" are to be taken as the same.