Partnership (Amendment and Validation) Act, 2024 (Act 19 of 2024)

by the Cabinet.

interpretation

amended in section 2 as follows — (Act 19 of 2024) I Assent, Jane Owen Governor Date: 18th December, 2024

Section 3 Partnership (Amendment and Validation) Act, 2024

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(a) in the definition of the words “registered office provider”, by deleting the word “and” appearing at the end of the definition;

(b) in the definition of the word “Registrar”, by deleting the full stop and substituting the words “; and”; and (c) by inserting after the definition of the word “Registrar” the following definition — “ “regulatory laws” has the meaning assigned by section 2(1) of the Companies Act (2023 Revision).”.

“Name convention

with — (a) the words “Limited Partnership”; or (b) the abbreviation “L.P.” or “LP”.

(2) A limited partnership shall not be registered by or have a name which — (a) either — (i) is identical to that by which — (A) a limited partnership in existence and registered under this Act is already registered (except where the limited partnership in existence is in the course of being dissolved and has signified its consent in such manner as the Registrar may specify);

(B) a limited liability partnership in existence and registered under the Limited Liability Partnership Act (2023 Revision) is already registered (except where the limited liability partnership in existence is in the course of being dissolved and has signified its consent in such manner as the Registrar may specify); or (C) an exempted limited partnership in existence and registered under the Exempted Limited Partnership Act (2021 Revision) is already registered (except where the exempted limited partnership in existence is in the course of being dissolved and has signified its consent in such manner as the Registrar may specify); or

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(ii) in the opinion of the Registrar, so nearly resembles the name of a limited partnership, limited liability partnership or exempted limited partnership in existence and referred to under paragraph (a) as to be likely to mislead;

(b) contains any word that a company incorporated under the Companies Act (2023 Revision) would not be permitted to use in its name, with or without the consent of the Registrar of Companies; or (c) in the opinion of the Registrar, suggests that the limited partnership is licensed, whether in the Islands or elsewhere, to carry on business that is subject to the regulatory laws of the Islands when it is not so licensed or, for any other reason, is likely to mislead as to whether it is so licensed.

(3) A person may apply to reserve a specified name by — (a) filing with the Registrar (including by permitted electronic means) an application executed by the applicant specifying the name to be reserved and the name and address of the applicant;

and (b) paying the prescribed application fee, and if the Registrar finds that the name is available for use by a limited partnership, the Registrar may reserve the name for a period of up to one hundred and twenty days for the exclusive use of the applicant.

(4) On or before the expiry of the period for name reservation under subsection (3), the applicant may make further successive applications, pursuant to subsection (3), to reserve the specified name.”.

“Administrative services

(a) the processing of refunds;

(b) the correction of errors;

(c) certification;

(d) certificates;

(e) customized letters;

(f) customized certificates;

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(g) filing of documents;

(h) copying; or (i) any other administrative service as may be prescribed.”.

section — “Express fees

provide an expedited service for — (a) registration;

(b) the delivery of an administrative service under section 54A; or (c) the delivery of any other service as may be prescribed, for which the prescribed express fee shall be payable.

(2) The Registrar, on receipt of — (a) an application for registration under section 49;

(b) a request for certification;

(c) an application for a certificate which the Registrar is authorized to provide;

(d) a filing of any document (other than where the filing is part of an application);

(e) a request for a customized certificate;

(f) a request for a customized letter; or (g) a request for a copy of a record or document retained by the Registrar, which is accompanied by the prescribed express fee shall complete the transaction for which the respective application, request or filing is made by — (i) the end of the working day, where the respective application, request or filing and all fees are received by 12 noon; or (ii) 12 noon on the following working day, where the respective application, request or filing and all fees are received after 12 noon.”.

substituting the following paragraphs —

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“(a) the fees payable to the Registrar under this Act including fees payable for — (i) the filing of any document (other than where the filing is part of an application);

(ii) the processing of refunds;

(iii) the provision of photocopies of documents or the correction of typographical errors in respect of filings by limited partnerships (other than where the filing is part of an application);

(iv) the provision of customized letters;

(v) the issuance of certificates;

(vi) the issuance of customized certificates that contain information of multiple certificates combined in one certificate; and (vii) any other administrative service provided by the Registrar;

(ab) express fees payable to the Registrar for the expedited delivery of any of the administrative services provided by the Registrar;”.

without statutory authority for any service provided by the Registrar prior to the commencement of this amending and validating Act are — (a) validated; and (b) taken to have been lawfully charged by, paid to and collected by the Registrar, as if the Registrar was empowered under the principal Act, as amended by this amending and validating Act, to charge and collect those fees.

Section 8 Partnership (Amendment and Validation) Act, 2024

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by a court with respect to fees charged by, paid to and collected by the Registrar without statutory authority for any service provided by the Registrar prior to the commencement of this amending and validating Act.

Passed by the Parliament the 11th day of December, 2024.

Hon. Sir Alden McLaughlin Speaker Zena Merren-Chin Clerk of the Parliament