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Annex 1

Proposed amendments to AIFC Regulations

Chapter Number/Section Number


Current version


Proposed version

AIFC Companies Regulations

CHAPTER 5– REGISTERS OF SHAREHOLDE RS AND DEBT SECURITY HOLDERS AND SHARE CERTIFICATES


Section 52

52. Register of Shareholders


(1) A Company must establish and maintain a Register of Shareholders.


(2) The Company must promptly enter the following in the Register of Shareholders:


(a) the names and addresses of its Shareholders, together with a statement of the Shares held

by each Shareholder, distinguishing each Share by its number (if the Share has a number)

and, if the Company has 2 or more classes of issued Shares, by its class;


(b) the date each Shareholder was registered as a Shareholder;

52. Register of Shareholders


(1) A Company must establish and maintain a Register of Shareholders, unless the Register is kept by the Registrar for the Private Company under subsection (4).


(2) The Company must promptly enter the following in the Register of Shareholders:


(a) the names and addresses of its Shareholders, together with a statement of the Shares held

by each Shareholder, distinguishing each Share by its number (if the Share has a number)

and, if the Company has 2 or more classes of issued Shares, by its class;



(c) the date any Person ceased to be a Shareholder;

(b) the date each Shareholder was registered as a Shareholder;



(d) the date the number of Shares held by any Shareholder increased or decreased;

(c) the date any Person ceased to be a Shareholder;



(e) for Shares that are not fully paid—the amount remaining unpaid on each Share;

(d) the date the number of Shares held by any Shareholder increased or decreased;



(f) for joint holders of Shares in a Company—unless otherwise provided in its Articles of

Association, the following:

(i) the names of each joint holder;

(ii) the nominee Shareholder for the purposes of voting;

(iii)a nominated single address to which

all communications required to be sent to a

(e) for Shares that are not fully paid—the amount remaining unpaid on each Share;


(f) for joint holders of Shares in a Company— unless otherwise provided in its Articles of Association, the following:

(i) the names of each joint holder;

(ii) the nominee Shareholder for the purposes of voting;

(iii) a nominated single address to which all communications required to be sent to a


Shareholder can be sent.


(3) Contravention of this section is punishable by a fine

Shareholder can be sent.


(3) Contravention of this subsections (1) and

(2) is punishable by a fine


(4) A Private Company may make elect to keep information on the Register kept by the Registrar.


(5) An election may be made under this section by:

(a) the applicant wishing to incorporate a Private Company under these Regulations; or

(b) the Private Company itself once it is incorporated.

(6) In paragraph (b) of subsection (5), the election is of no effect, without prior agreement of all the Shareholders of the Private Company at the particular time to the making of the election.

(7) An election under this section is made by giving notice of election to the Registrar.

(8) If the notice is given by Person(s) wishing to incorporate a Private Company:

(a) it must be given together with the application for the incorporation under section 13; and


(b) it must be accompanied by a statement containing all the information under subsection (2).


(9) If the notice is given by the Private Company, it must be accompanied by:


(a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and


(b) a statement containing all the information that is required under subsection (2) to be contained in the Private Company's register of Shareholders as at the date of the notice in respect of matters that are current as at that date.


(10)An election made under subsection (4) takes effect when the notice of election is registered by theRegistrar.


(11)The election remains in force until either:



(a) the Private Company ceases to be a Private Company; or


(b) a notice of withdrawal sent by the Private Company under subsection (14) is registered by the Registrar, whichever occurs first.


(12) A Private Company must continue to keep a register of Shareholders in accordance with subsection (2) containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Private Company does not have to update that Register to reflect any changes that occur after that time.


(13)The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.


(14)A Private Company must deliver to the Registrar any information under subsection (2) that the Private Company would during the period when an election under subsection (4) is in force, have been obliged under these regulations to enter in its Register of Shareholders, as soon as reasonably practicable but within 14 days.


(15) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (4).


(a)   the withdrawal takes effect when the notice is registered by the Registrar;


(b) the effect of withdrawal is that the Private Company's obligation under subsection (1) to maintain a register of Shareholders applies from then on with respect to the period going forward.


(c) the Private Company must place a note in its register ofShareholders—

(i) stating that the election under subsection (4) has been withdrawn,

(ii)recording when that withdrawal took effect, and

(iii)indicating that information about its Shareholders relating to the period

when the election was in force that is no longer current is available for



public inspection on the register kept by the Registrar.


(16) Contravention of subsections (4) to (15) is punishable by a fine.

Section 90

90.      Register of Directors and Secretaries


(1)Every Company must keep, at its registered office, a Register of its Directors and, if applicable, a Register of its Secretaries. The Company must ensure that a register contains the particulars required by the Rules.


(2)If a Company is required to keep a register under subsection (1), the Company must ensure that the register is open to inspection, during business hours and without charge, by the Registrar or any Shareholder or Director of the Company.


(3)The Company may, by its Articles of Association or a decision in General Meeting, impose reasonable restrictions on the availability of a register for inspection under subsection (2), but must nevertheless ensure that the register is open for inspection for at least 2 hours on each day that its registered office is open.


(4)If a Company Fails to make a register available for inspection under subsection (2) by the Registrar or a Shareholder or Director of the Company, the Registrar may, by Written notice given to the Company, direct the Company to immediately make the register available for inspection by that Person. The Company must comply with the direction.


(5)Contravention of this section is punishable by a fine.

90.      Register of Directors and Secretaries


(1)Every Company must keep, at its registered office, a Register of its Directors and, if applicable, a Register of its Secretaries, unless the Register is kept by the Registrar for the Private Company under subsection (6). The Company must ensure that a register contains the particulars required by the Rules.


(2)If a Company is required to keeps a register at its registered office under subsection (1), the Company must ensure that the register is open to inspection, during business hours and without charge, by the Registrar or any Shareholder or Director of the Company.


(3)The Company may, by its Articles of Association or a decision in General Meeting, impose reasonable restrictions on the availability of a register for inspection under subsection (2), but must nevertheless ensure that the register is open for inspection for at least 2 hours on each day that its registered office is open.



(4)If a Company Fails to make a register available for inspection under subsection (2) by the Registrar or a Shareholder or Director of the Company, the Registrar may, by Written notice given to the Company, direct the Company to immediately make the register available for inspection by that Person. The Company must comply with the direction.


(5)Contravention of thissubsections (1) to (4) is punishable by a fine.


(6)  A Private Company may make an election to keep information on the register kept by the Registrar.


(7)An election may be made under this section by:



(a) the applicant wishing to incorporate a Private Company under these Regulations; or

(b) the Private Company itself once it is incorporated.

(8) In paragraph (b) of subsection (7), the election is of no effect, without prior agreement of all the Shareholders of the Private Company at the particular time to the making of the election.

(9) An election under this section is made by giving notice of election to the Registrar.

(10)If the notice is given by Person(s) wishing to incorporate a Private Company:

(a) it must be given together with the application for the incorporation under section 13; and


(b) it must be accompanied by a statement containing all the information prescribed by the Rules.


(11)If the notice is given by the Private Company, it must be accompanied by:


(a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and


(b) a statement containing all the information prescribed by the Rules to be contained in the Private Company's register of Directors and Secretaries as at the date of the notice in respect of matters that are current as at that date.


(13)An election made under subsection (6) takes effect when the notice of election is registered by theRegistrar.


(14)The election remains in force until either:


(a) the Private Company ceases to be a Private Company; or


(b) a notice of withdrawal sent by the Private Company under subsection (18) is registered by the Registrar, whichever occurs first.


(15) A Private Company must continue to keep a register of Directors and Secretaries in accordance with the Rules, containing all the information that was required to be stated in

that register as at the time immediately before



the election took effect, but the Private Company does not have to update that register to reflect any changes that occur after that time.


(16)The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.


(17)A Private Company must deliver to the Registrar any information prescribed by the Rules that the Private Company would during the period when an election under subsection (6) is in force, have been obliged under these regulations to enter in its register of Directors and Secretaries, as soon as reasonably practicable but within 14 days.


(18) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (6).


(a)the withdrawal takes effect when the notice is registered by the Registrar;


(b) the effect of withdrawal is that the Private Company's obligation under subsection (1) to keep a register of Directors and Secretaries applies from then on with respect to the period going forward.

(c) the Private Company must place a note in its register of Directors or Secretaries—

(i) stating that the election under subsection (6) has been withdrawn,

(ii)recording when that withdrawal took effect, and

(iii)indicating that information about its Directors or Secretaries relating to the period when the election was in force that is no longer current is available for public inspection on the register kept by the Registrar.


(19) Contravention of subsections (6) to (18) is punishable by a fine.

PART 14-1: ULTIMATE BENEFICIAL OWNERS


CHAPTER 2: BENEFICIAL

179-4 Requirements relating to Beneficial Ownership Register


(1) A Relevant Person shall keep and maintain a Beneficial Ownership Register within the time

specified in subsections (3) and (4), in which the UBO Details in respect of each of its

179-4 Requirements relating to Beneficial Ownership Register


(1) A Relevant Person shall keep and maintain a Beneficial Ownership Register within the time

specified in subsections (3) and (4), in which the UBO Details in respect of each of its

OWNERSHIP REGISTER


Section 179-4

Ultimate Beneficial Owners and (if applicable) the information required under section 179-9 (Ownership through the Exempt entity), shall be recorded. The Relevant Person shall record any changes to this information in the Beneficial Ownership Register within thirty (30) days of becoming aware of such change.



(2) The Beneficial Ownership Register shall be kept and maintained at the address of the Relevant

Person's registered office or any other address notified in Writing by the Relevant Person to the Registrar.



(3) Each Relevant Person in existence at the Commencement Date shall establish a Beneficial

Ownership Register within ninety (90) days of such commencement.



(4) Each Relevant Person which comes into existence on or after the Commencement Date shall establish a Beneficial Ownership Register within thirty (30) days of its incorporation or registration.


(5) Subject to section 179-9 (Ownership through the Exempt entity), the Relevant Person shall cause

the following information to be entered in its Beneficial Ownership Register in respect of each

Ultimate Beneficial Owner:

(a) full legal name;

(b) residential address and, if different, an address for service of notices under these Regulations;

(c) date and place of birth;

(d) nationality;

(e) information identifying the Person from their passport or other government-issued national identification document acceptable to the Registrar, including:

(i) identifying number;

(ii)country of issue; and

(iii) date of issue and ofexpiry;

(f) the date on which the Person became an Ultimate Beneficial Owner of the Relevant Person; and

(g) the date on which the Person ceased to be an Ultimate Beneficial Owner of the Relevant

Ultimate Beneficial Owners and (if applicable) the information required under section 179-9 (Ownership through the Exempt entity), shall be recorded. The Relevant Person shall record any changes to this information in the Beneficial Ownership Register within thirty (30) days of becoming aware of such change.


(1-1) If an election was made under subsection (9), to keep the Register by theRegistrar, subsections (1) to (8) shall notapply.


(2) The Beneficial Ownership Register shall be kept and maintained at the address of the Relevant

Person's registered office or any other address notified in Writing by the Relevant Person to the Registrar.


(3) Each Relevant Person in existence at the Commencement Date shall establish a Beneficial

Ownership Register within ninety (90) days of such commencement.


(4) Each Relevant Person which comes into existence on or after the Commencement Date shall establish a Beneficial Ownership Register within thirty (30) days of its incorporation or registration.


(5) Subject to section 179-9 (Ownership through the Exempt entity), the Relevant Person shall cause

the following information to be entered in its Beneficial Ownership Register in respect of each

Ultimate Beneficial Owner:

(a) full legal name;

(b) residential address and, if different, an address for service of notices under these Regulations;

(c) date and place of birth;

(d) nationality;

(e) information identifying the Person from their passport or other government-issued national identification document acceptable to the Registrar, including:

(i) identifying number;

(ii)country of issue; and

(iii) date of issue and ofexpiry;

(f) the date on which the Person became an Ultimate Beneficial Owner of the Relevant Person; and

(g) the date on which the Person ceased to be an Ultimate Beneficial Owner of the Relevant


Person.


(6) If after having exhausted all reasonable means:


(a) no natural person is identified as the Ultimate Beneficial Owner of the Relevant Person;

or

(b) there is reasonable doubt that that any natural person so identified is an Ultimate Beneficial

Owner of the Relevant Person,


the Relevant Person shall enter on its Beneficial Ownership Register, the UBO Details of the natural persons who are deemed to be the Ultimate Beneficial Owners pursuant to section 179-1(6).


(7) If a Relevant Person causes an entry to be made in its Beneficial Ownership Register naming a natural person as an Ultimate Beneficial Owner, and the information and particulars were not provided either by that natural person or with his or her knowledge, the Relevant Person shall within thirty (30) days of making the entry, notify the Person whose name has been included in the Beneficial Ownership Register of that fact.


(8) Contravention of subsection (1) is punishable by a fine.

Person.


(6) If after having exhausted all reasonable means:


(a) no natural person is identified as the Ultimate Beneficial Owner of the Relevant Person;

or

(b) there is reasonable doubt that that any natural person so identified is an Ultimate Beneficial

Owner of the Relevant Person,


the Relevant Person shall enter on its Beneficial Ownership Register, the UBO Details of the natural persons who are deemed to be the Ultimate Beneficial Owners pursuant to section 179-1(6).


(7)If a Relevant Person causes an entry to be made in its Beneficial Ownership Register naming a natural person as an Ultimate Beneficial Owner, and the information and particulars were not provided either by that natural person or with his or her knowledge, the Relevant Person shall within thirty (30) days of making the entry, notify the Person whose name has been included in the Beneficial Ownership Register of that fact.


(8)Contravention of subsection (1) is punishable by a fine.


(9) A Private Company may make an election to keep information on the register kept by the Registrar.


(10)An election may be made under this section by:

(a) the applicant wishing to incorporate a Private Company under these Regulations; or

(b) the Private Company itself once it is incorporated.

(11) In paragraph (b) of subsection (10), the election is of no effect, without prior agreement of all the Shareholders of the Private Company to the making of the election.

(12) An election under this section is made by giving notice of election to the Registrar.

(13) If the notice is given by Person(s) wishing to incorporate a Private Company:



(a) it must be given together with the application for the incorporation under section 13; and


(b) it must be accompanied by a statement containing all the information prescribed by the Rules.


(14)If the notice is given by the Private Company, it must be accompanied by:


(a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and


(b) a statement containing all the information prescribed by the Rules to be contained in the Private Company's Beneficial Ownership Register as at the date of the notice in respect of matters that are current as at that date.


(15)An election made under subsection (9) takes effect when the notice of election is registered by theRegistrar.


(16)The election remains in force until either:


(a) the Private Company ceases to be a Private Company; or

(b) a notice of withdrawal sent by the Private Company under subsection (20) is registered by the Registrar, whichever occurs first.


(17)A Private Company must continue to keep a Beneficial Ownership Register in accordance with the subsection (5) of section 179-4, containing all the information that was required to be stated in that register as at the time immediately before the election took effect, but the Private Company does not have to update that register to reflect any changes that occur after that time.


(18) The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.


(19)A Private Company must deliver to the Registrar any information prescribed by subsection (5) of section 179-4 that the Private Company would during the period when an election under subsection (9) is in force, have been obliged under these

Regulations to enter in its Beneficial



Ownership Register, as soon as reasonably practicable but within 14 days.


(20)A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (9).


(a)   the withdrawal takes effect when the notice is registered by the Registrar;


(b) the effect of withdrawal is that the Private Company's obligation under subsection (1) of section 179-4 to keep and maintain a Beneficial Ownership Register applies from then on with respect to the period going forward.

(c) the Private Company must place a note in its register of Beneficial Ownership—

(i) stating that the election under subsection (9) has been withdrawn,

(ii)recording when that withdrawal took effect, and

(iii) indicating that information about its Beneficial Owners relating to the period when the election was in force that is no longer current is available for public inspection on the register kept by the Registrar.

(21) Contravention of subsections (9) to (20) is punishable by a fine.

Section 179-7 Register of Nominee Directors

179-7 Register of Nominee Directors


(1) A company which has one (1) or more Nominee Directors shall keep and maintain a Register of

Nominee Directors in which there shall be entered, the following information obtained pursuant to

section 179-6(1) (Duty of Nominee Directors) or otherwise known by it, shall be entered in relation

to the Person on whose behalf, each Nominee Director acts:

(a) full legal name;

(b) residential address and, if different, an address for service of notices under these Regulations;

(c) date of birth;

(d) nationality;

(e) information identifying the Person from their passport or other government-issued national identification document acceptable to the Registrar of Companies, including:

(i) identifying number;

(ii)country of issue; and

(iii)date of issue and of expiry,

179-7 Register of Nominee Directors


(1) A company which has one (1) or more Nominee Directors shall keep and maintain a Register of Nominee Directors in which there shall be entered, unless the Register is kept by the Registrar for the Private Company under subsection (3).


(1-1) The following information obtained pursuant to

section 179-6 (1) (Duty of Nominee Directors) or otherwise known by it, shall be entered in relation

to the Person on whose behalf, each Nominee Director acts:

(a) full legal name;

(b) residential address and, if different, an address for service of notices under these Regulations;

(c) date of birth;

(d) nationality;

(e) information identifying the Person from their passport or other government-issued

national identification document acceptable to the Registrar of Companies, including:


and, in respect of each Nominee Director;

(f) the date on which the Nominee Director became a Nominee Director of the Company; and

(g) the date on which the Nominee Director ceased to be a Nominee Director of the Company.


(2) Contravention of subsection (1) is punishable by a fine.

(i) identifying number;

(ii)country of issue; and

(iii)date of issue and of expiry,

and, in respect of each Nominee Director;

(f) the date on which the Nominee Director became a Nominee Director of the Company; and

(g) the date on which the Nominee Director ceased to be a Nominee Director of the Company.


(2) Contravention of subsection (1) is punishable by a fine.


(3) A Private Company may make an election to keep information on the register kept by the Registrar.


(4)An election may be made under this section by:

(a) the applicant wishing to incorporate a Private Company under these Regulations; or

(b) the Private Company itself once it is incorporated.

(5) In paragraph (b) of subsection (4), the election is of no effect, without prior agreement of all the Shareholders of the Private Company to the making of the election.

(6) An election under this section is made by giving notice of election to the Registrar.

(7) If the notice is given by Person(s) wishing to incorporate a Private Company:

(a) it must be given together with the application for the incorporation under section 13; and


(b) it must be accompanied by a statement containing all the information prescribed by the Rules.


(8) If the notice is given by the Private Company, it must be accompanied by:


(a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and


(b)a statement containing all the information prescribed by the Rules to be contained in the Private Company's Register of Nominee Directors as at the date of the notice in respect of matters that

are current as at that date.




(9) An election made under subsection (3) takes effect when the notice of election is registered by the Registrar.


(10)The election remains in force until either:


(a) the Private Company ceases to be a Private Company; or

(b)a notice of withdrawal sent by the Private Company under subsection (14) is registered by the Registrar, whichever occurs first.


(11) A Private Company must continue to keep a Register of Nominee Directors in accordance with the subsection (1) of section 179-7, containing all the information that was required to be stated in that register as at the time immediately before the election took effect, but the Private Company does not have to update that register to reflect any changes that occur after that time.


(12)The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.


(13) A Private Company must deliver to the Registrar any information prescribed by subsection (1-1) of section 179-7 that the Private Company would during the period when an election under subsection (3) is in force, have been obliged under these Regulations to enter in its Register of Nominee Directors, as soon as reasonably practicable but within 14 days.


(14) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (3).


(a)   the withdrawal takes effect when the notice is registered by the Registrar;


(b) the effect of withdrawal is that the Private Company's obligation under subsection (1) of section 179-7 to keep and maintain a Register of Nominee Directors applies from then on with respect to the period going forward.

(c) the Private Company must place a note in its Register of Nominee Directors

 —



(i) stating that the election under subsection (3) has been withdrawn,

(ii)recording when that withdrawal took effect, and

(iii)indicating that information about its Nominee Directors relating to the period when the election was in force that is no longer current is available for public inspection on the register kept by the Registrar.


(15) Contravention of subsections (3) to (14) is punishable by a fine.

Chapter Number/Section

Number


Current version


Proposed version

AIFC Limited Partnership Regulations

Section 16

16. Limited Partnerships: registered office and conduct of business etc.


(1) A Limited Partnership that conducts any business, purpose or activity in or from the AIFC must,

at all times, have a registered office in the AIFC to which all communications and notices to the

partnership may be addressed.


(2) A Limited Partnership must conduct its principal business, purpose or activity in the AIFC, unless the Registrar of Companies otherwise permits.


(3) A Document may be served on a Limited Partnership by leaving it at, or sending it by post to, the registered office of the Limited Partnership in the AIFC.


(4) The General Partners of a Limited Partnership must keep at the registered office of the partnership in the AIFC:


(a) a register showing the following particulars for each Person who is or has been a Partner,

and kept in alphabetical order of their names:

(i) for an individual—the individual’s full name and address;

(ii)for a body corporate—the body

corporate’s full name, the place where it was

incorporated and the address of its registered or principal office;

(iii) the date each Person was registered as a Partner and whether the Person was registered as a general partner or limited

partner;

16. Limited Partnerships: registered office and conduct of business etc.


(1) A Limited Partnership that conducts any business, purpose or activity in or from the AIFC must, at all times, have a registered office in the AIFC to which all communications and notices to the partnership may be addressed.


(2) A Limited Partnership must conduct its principal business, purpose or activity in the AIFC, unless the Registrar of Companies otherwise permits.


(3) A Document may be served on a Limited Partnership by leaving it at, or sending it by post to, the registered office of the Limited Partnership in the AIFC.


(4) The General Partners of a Limited Partnership must keep at the registered office of the partnership in the AIFC, unless the register is kept by the Registrar under subsection (9):


(a) a register showing the following particulars for each Person who is or has been a Partner,

and kept in alphabetical order of their names:

(i) for an individual—the individual’s full name and address;

(ii)for a body corporate—the body

corporate’s full name, the place where it was

incorporated and the address of its registered or principal office;

(iii)the date each Person was registered as a Partner and whether the Person was


(iv) if the Person has ceased to be a Partner—a statement that the Person has ceased

to be a Partner and the date the Person ceased to be a partner; and

(b) a copy of the partnership’s certificate of registration; and

(c) a copy of the partnership agreement and each amendment made to it; and

(d) a statement of the amounts of any contributions agreed to be made by the Partners and the

time at which, or events on the happening of which, the contributions are to be made; and

(e) a statement of the amounts of money, and nature and value of any other property, contributed by each Partner and the dates the contributions were made; and

(f) anything else required by these Regulations or the Rules.


(5) The General Partners must ensure that Limited Partnership’s Records kept under subsection (4) are

available for inspection, and copying without charge, by a Partner during ordinary business hours

at the request of the Partner.


(6) If any of the details in the Limited

Partnership’s Records kept under subsection

(4) change, the

General Partners must ensure that the Records are updated within 14 days after the day the change

happens.


(7) The information contained in the Records of a Limited Partnership kept under subsection (4) are

taken to be accurate, unless proven otherwise.


(8) Contravention of this section is punishable by a fine.

registered as a general partner or limited partner;

(iv) if the Person has ceased to be a Partner—a statement that the Person has ceased

to be a Partner and the date the Person ceased to be a partner; and


(b)a copy of the partnership’s certificate of registration;and


(c) a copy of the partnership agreement and each amendment made to it; and


(d)a statement of the amounts of any contributions agreed to be made by the Partners and the

time at which, or events on the happening of which, the contributions are to be made; and


(e) a statement of the amounts of money, and nature and value of any other property, contributed by each Partner and the dates the contributions were made; and

(f) anything else required by these Regulations or the Rules.


(5) The General Partners must ensure that Limited Partnership’s Records kept under subsection (4) are

available for inspection, and copying without charge, by a Partner during ordinary business hours

at the request of the Partner.


(6) If any of the details in the Limited

Partnership’s Records kept under subsection

(4) change, the

General Partners must ensure that the Records are updated within 14 days after the day the change

happens.


(7)The information contained in the Records of a Limited Partnership kept under subsection (4) are is

taken to be accurate, unless proven otherwise.


(8)Contravention of this section subsections (1), (2), (4), (5), (6) and (7) is punishable by a fine.


(9)A Limited Partnership may make an election to keep information on the Register kept by the Registrar.


(10) An election may be made under this section by:



(a) the applicant wishing to incorporate a Limited Partnership under these Regulations; or

(b) the Limited Partnership itself once it is incorporated.

(11) In paragraph (b) of subsection (10), the election is of no effect, without prior agreement of all the Partners of the Limited Partnership to the making of the election.



(12)  An election under this section is made by giving notice of election to the Registrar.

(13) If the notice is given by Persons wishing to register a Limited Partnership:

(a) it must be given together with the application for registration under section 12; and


(b) it must be accompanied by a statement containing all the information under subsection (4).


(14) If the notice is given by the Limited Partnership, it must be accompanied by:


(a) a statement by the Limited Partnership that all the Partners of the Limited Partnership have assented to the making of the election; and


(b) a statement containing all the information that is required under subsection (4) to be contained in the Limited Partnership's register of Partners as at the date of the notice in respect of matters that are current as at that date.


(15) An election made under subsection (9) takes effect when the notice of election is registered by the Registrar.



(16) The election remains in force until either:


(a) the Limited Partnership ceases to be a Limited Partnership; or


(b) a notice of withdrawal sent by the Limited Partnership under subsection (20) is registered by the Registrar, whichever occurs first.


(17)A Limited Partnership must continue to keep a register of Partners in accordance with subsection (4) containing all the information

that was required to be stated in that Register



as at the time immediately before the election took effect, but the Limited Partnership does not have to update that Register to reflect any changes that occur after that time.


(18)The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.


(19)A Limited Partnership must deliver to the Registrar any information under subsection (4) that the Limited Partnership would during the period when an election under subsection (9) is in force, have been obliged under these regulations to enter in its register of Partners, as soon as reasonably practicable but within 14 days.


(20)A Limited Partnership may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (9).


(a)   the withdrawal takes effect when the notice is registered by the Registrar;


(b) the effect of withdrawal is that the Limited Partnership's obligation under subsection (4) to maintain a register of Partners applies from then on with respect to the period going forward.


(c) the A Limited Partnership must place a note in its register of Partners —

(i) stating that the election under subsection (9) has been withdrawn,

(ii)recording when that withdrawal took effect, and

(iii)indicating that information about its Partners relating to the period when the election was in force that is no longer current is available for public inspection on the register kept by the Registrar.



(21) Contravention of sections (9) to (20) is punishable by a fine.