International Limited Partnership Order, 2000 · As enacted
4. Constitution of an International Limited Partnership
Official textFrom Attorney General's Chambers, unchanged
( 1)
An International Limited Partnership is a partnership which fa}
consists of one or more general partners and one or more limited partners;
fb} is formed for any lawful purpose to be carried out and undertaken in or from within Brunei Darussalam or elsewhere; and fc}
is registered in accordance with section 13 as an International
Limited Partnership.
An ILP may· not -
ILP
"ILP" means an international limited partnership, within the meaning of section 4;
fa}
carry on business with any person resident in Brunei Darussalam;
fb} own an interest in land situated in Brunei Darussalam, other than such a lease as is referred to in subsection (4)fe};
fc}
carry on international banking business unless licensed to do so under any written law regulating the carrying on of such business in
Brunei Darussalam;
fd} carry on any business which constitutes international insurance business for the purposes of any written law regulating the carrying on of such business in Brunei Darussalam;
fe}
carry on any business of providing registered offices for companies;
if} provide any international business services as defined in the
Registered Agents and Trustees Licensing Order, 2000.
An ILP shall be treated as carrying on business with a person resident in
Brunei Darussalam if, without the prior consent of the Minister on such conditions as he may consider fit, a partnership interest is held by a person resident in Brunei
Darussalam other than a person which is -
fa} an IBC, a foreign international company or an ILP; or 899
foreign international company
"foreign international company" shall have the meaning ascribed thereto in section 2 of the International Business Companies Order, 2000;
a registered agent licensed under the Registered Agents and
Trustees Licensing Order, 2000 or a wholly owned subsidiary thereof authorised pursuant to section 3(1) of that Order, whether acting as trustee or in its own behalf;
Subject to subsection (3), for the purposes of paragraph (a} of subsection
, an ILP shall be deemed not to carry on business with any person resident in
Brunei Darussalam by reason only that -
(a}
it makes or maintains deposits with a person carrying on banking business in Brunei Darussalam;
it makes or maintains professional contact with advocates, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business in Brunei Darussalam;
it prepares or maintains books and records in Brunei Darussalam;
it holds meetings of its principals, directors or officers, however described, or of its partner of any of them in Brunei Darussalam;
it holds a lease of any property for the purposes of its operations or as accommodation for its officers or employees; or
it holds securities in an IBC, a foreign international company, an international trust or a partnership interest.
It shall be a condition of continuing to be an ILP that, subject to subsection (2), the ILP will not issue, circulate or distribute in Brunei Darussalam any prospectus offering for subscription any partnership interest.
Section 311 of the Companies Act (Chapter 39) (Prohibition of partnerships with more than twenty members) shall not apply to an ILP.
ILP.
In an ILP-
(a}
a ger.eral partner shall be personally liable for all the debts and obligations of the ILP but, except in so far as the partnership agreement or this Order otherwise provides, a limited partner shall not be so liable; and
at the time of his becoming a limited partner, a limited partner shall contribute, or undertake to contribute, a stated amount (or property valued at a stated amount) to the capital of the partnership.
A general partner shall at all times act in good faith in the interests of the 900
general partner
"general partner" means a person who has been admitted to a partnership as a general partner in accordance with the partnership agreeinent and who is named as a general partner in the statement:&led with the ILP Registrar pursuant to section 13;
{ 9}
Subject to the provisions of this Order, a body corporate, however described and with or without limited liability, and a partnership {of whatever description, including an ILP and a limited partnership) may be a general partner or a limited partner; and a person who is a general partner in an ILP may also become a limited partner in that ILP.
limited partner
"limited partner" means a person who has been admitted to an ILP as a limited partner and who has complied with section 6;
{10) If in any ILP there are two or more general partners, provisions of this
Order requiring or authorising a thing to be done by or to a general partner shall be satisfied, except where the context otherwise indicates, by its being done by or to any one of the general partners.
( 11) At least one partner in an ILP shall be either -
(a} an IBC;
a trust corporation or a wholly owned subsidiary thereof as provided for in section 3(3) of the Registered Agents and Trustees
Licensing Order, 2000 whether acting as trustee or on its own behalf; or
a partnership which is an ILP, but subject to that, the partners in an ILP shall be resident, domiciled, established, incorporated or registered in a country or territory outside Brunei Darussalam.
Terms defined in s 2
foreign international company
Defined · s 2"foreign international company" shall have the meaning ascribed thereto in section 2 of the International Business Companies Order, 2000;
general partner
Defined · s 2"general partner" means a person who has been admitted to a partnership as a general partner in accordance with the partnership agreeinent and who is named as a general partner in the statement:&led with the ILP Registrar pursuant to section 13;
ILP
Defined · s 2"ILP" means an international limited partnership, within the meaning of section 4;
limited partner
Defined · s 2"limited partner" means a person who has been admitted to an ILP as a limited partner and who has complied with section 6;
partnership agreement
Defined · s 2"partnership agreement" means a written agreement which is governed by the laws of Brunei Darussalam and which provides for the establishment of a partnership as an ILP and regulates the affairs of the partnership, the conduct of its business and the rights and obligations of the partners, and if such an agreement is amended at any time, the agreement as amended shall be the partnership agreement;