Article 61 - Minority Member protection: unfair prejudice

(1) A Member of a Limited Liability Partnership may apply to the QFC Civil and Commercial Court on the ground that the Limited Liability Partnership's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of some of the Members (including at least himself) or that any actual or proposed act or omission by the Limited Liability Partnership (including an act or omission on its behalf) is or would be so prejudicial.
(2) Pursuant to such application, the QFC Civil and Commercial Court may make an order to:
(A) require the Limited Liability Partnership to refrain from doing or continuing an act complained of by the applicant or to do an act which the applicant has complained it has omitted to do;
(B) provide for the transfer of the Member's interest in the Limited Liability Partnership;
(C) authorise proceedings to be brought in the name and on behalf of the Limited Liability Partnership by such person or persons and on such terms as the QFC Civil and Commercial Court may direct;
(D) regulate the conduct of the Limited Liability Partnership's affairs in the future; or
(E) or make such other order as the QFC Civil and Commercial Court thinks fit.
(3) If an order under this Article 61 requires the Limited Liability Partnership or its Members not to make any, or any specified, alterations to the Limited Liability Partnership Agreement, the Limited Liability Partnership or its Members shall not then without leave of the QFC Civil and Commercial Court make any such alteration.
(4) An alteration in the Limited Liability Partnership Agreement made by virtue of an order under this Article 61 is of the same effect as if duly made by the Members of the Limited Liability Partnership, and the provisions of these Regulations apply to the Limited Liability Partnership Agreement as so altered accordingly.
(5) Nothing in this Article 61 affects the powers that any person or the QFC Civil and Commercial Court may have apart from this Article 61.
Amended by QFCA RM2012-1 (as from 11th April 2012)