International Limited Partnership Order, 2000 · As enacted
6. Modification of general law and potential liability of limited partners
Official textFrom Attorney General's Chambers, unchanged
( 1)
Except as is permitted or required under this Order, a limited partner shall not take part in the conduct of the business of an ILP, and all letters, contracts, deeds, instruments or documents whatsoever shall be entered into by the general partner on behalf of the 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;
If a limited partner, other than a trust corporation acting in such capacity for the purposes of this Order, takes part in the conduct of the business of the ILP in its dealings with persons who are not partners, then, subject to subsection (3), in the event of the insolvency of the ILP, the limited partner shall be liable, as though he were a general partner, for all debts and obligations of the ILP incurred during the period that he does so take part.
ILP
"ILP" means an international limited partnership, within the meaning of section 4;
When a limited partner becomes liable by virtue of subsection (2), he shall be so liable only in respect of a debt or obligation incurred by the ILP in favour of a person who, at the time the debt or obligation was incurred, reasonably believed, on the basis of the conduct of the limited partner, that the limited partner was a general partner; and the assignment or other transfer of any such debt or obligation at any time before the insolvency of the ILP shall not affect any liability arising under subsection (2).
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;
For the purposes of this Order, a limited partner shall be deemed not to take part in the conduct of the business of an ILP by doing any one or more of the following
(a} being a contractor for, or an agent, attorney or employee of, the ILP or a general partner or acting as a director, officer or shareholder of a general partner which is a body corporate;
consulting with and advising a general partner with respect to the business of the ILP;
investigating, reviewing, approving or being advised as to the accounts or business affairs of the ILP or exercising any right conferred by this Order;
(d} acting as surety or guarantor or providing any other form of security for the ILP, either generally or in respect of specifi.c obligations;
(e} approving or disapproving an amendment to the partnership agreement; or 902
Terms defined in s 2
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;
insolvency
Defined · s 2"insolvency", in relation to an ILP, means that the general partner is unable to pay the debts and obligations of the ILP (otherwise than in respect of liabilities to partners on account of their partnership interests) in the ordinary course of business as they fall due out of the assets of the ILP (without recourse to the separate assets of the general partner not contributed to the ILP) and "solvent" shall be construed accordingly;
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;