Order · As enacted
Limited Liability Partnerships Order, 2010
In plain English
Not legal adviceExcept where the Limited Liability Partnerships Order says otherwise, the law relating to partnerships does not apply to a limited liability partnership. A schedule to the Order governs the appointment of a receiver, or a receiver and manager, of the property of a limited liability partnership, and its receivership. Laws that make a director guilty of an offence committed by a company, in certain cases, also apply to a limited liability partnership, with its partners or managers in place of directors.
Summary · Drafted with AI, checked against the official text on 30 Sep 2026.
Official textFrom Attorney General's Chambers, unchanged
This Order may be cited as the Limited Liability Partnerships Order,
2010 and shall commence on a date to be appointed by the Minister, with the approval of His Majesty the Sultan and Yang Di-Pertuan, by notification published in the Gazette.
The long title of this Order is "An Order to provide for limited liability partnerships".
In this Order, unless the context otherwise requires-
"Authority" means such person as is appointed by His Majesty the Sultan and Yang Di-Pertuan under section 3(1) to be the Authority for the purposes of this Order;
"company" has the same meaning as in section 2(1) of the Companies Act
(Chapter 39);
"corporation" means any body corporate formed, incorporated or existing in
Brunei Darussalam or outside Brunei Darussalam, and includes-
(a}
a limited liability partnership registered under this Order; and
(b}
any foreign company, but does not include any co-operative society;
. "financial year", in relation to a limited liability partnership, means the period in respect of which any profit and loss account of the limited liability partnership is made up, whether that period is a year or not;
5299
"firm" has the same meaning as in section 2(1) of the Business Names Act
(Chapter 92);
"foreign company" means any company incorporated outside Brunei
Darussalam which has established a place of business in Brunei Darussalam under Part IX of the Companies Act (Chapter 39);
"limited liability partnership" has the meaning given to it by section 5(1);
"limited liability partnership agreement", in relation to a limited liability partnership, means any agreement expressed or implied between the partners of the limited liability partnership or between the limited liability partnership and its partners which determines the mutual rights and duties of the partners and their rights and duties in relation to the limited liability partnership;
"liquidator" includes the Official Receiver when acting as the liquidator of a company;
"manager", in relation to a limited liability partnership, means any person
(whether or not a partner of the limited liability partnership) who is concerned in or takes part in the management of the limited liability partnership (whether or not his particulars or consent to act are lodged with the Registrar as required under section 24(2));
"Minister" means the Minister of Finance;
"officer", in relation to a limited liability partnership, means -
(a}
any manager of the limited liability partnership;
a receiver and manager of any part of the undertaking of the limited liability partnership appointed under a power contained in any instrument; or
any liquidator of the limited liability partnership appointed in a voluntary winding-up, but does not include-
any receiver who is not also a manager;
any receiver and manager appointed by the High Court; and
any liquidator appointed by the High Court or by the creditors;
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"Official Receiver" means the Official Receiver appointed under the
Bankruptcy Act (Chapter 67) and includes the deputy official receiver;
"partner", in relation to a limited liability partnership, means any person who has been admitted as a partner in the limited liability partnership in accordance with the limited liability partnership agreement;
"prescribed person" means a person, or a person within a class of persons, prescribed by the Minister;
"private company" has the same meaning as in section 29( 1) of the
Companies Act (Chapter 39);
"register" means any register kept and maintained under this Order;
"Registrar" means the Registrar of Limited Liability Partnerships appointed under section 4 for the purposes of this Order, and includes any Deputy
Registrar or Assistant Registrar.
Where a limited liability partnership has more than one manager-
anything that the manager is required by this Order to do may be done by any one of the managers; and
anything which constitutes an offence by the manager under this
Order constitutes an offence by each of the managers.
A reference in this Order to the managers of a limited liability partnership shall, in the case of a limited liability partnership which has only one manager, be construed as a reference to that manager.
A reference in this Order to the doing of any act by 2 or more managers of a limited liability partnership shall, in the case of a limited liability partnership which has only one manager, be construed as the doing of that act by that manager.
His Majesty the Sultan and Yang Di-Pertuan may, by notification published in the Gazette, appoint a person to be the Authority for the purposes of this Order.
The Authority may authorise or appoint any person to assist in the exercise of his powers, functions and duties under this Order, either generally or in any particular case.
Any person authorised or appointed by the Authority under subsection (2) shall be deemed to be a public servant for the purposes of the Penal
Code (Chapter 22).
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His Majesty the Sultan and Yang Di-Pertuan shall appoint a fit and proper person to be the Registrar of Limited Liability Partnerships for the purposes of this Order.
The Registrar may, subject to such conditions as he thinks fit, for the purposes of the administration of this Order, delegate to any person all or any of .
the powers, functions and duties vested in him by this Order, except the power of delegation conferred by this subsection.
The Registrar shall be responsible generally for the carrying out of the provisions of this Order and for the collection of the fees thereunder.
The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Order, as to the exercise of his powers, functions or duties under this Order, and the Registrar shall give effect to any such directions.
s 5Separate legal personality
( 1)
A limited liability partnership is a body corporate which is formed by being registered under this Order and which has legal personality separate from that of its partners.
A limited liability partnership shall have perpetual succession.
Any change in the partners of a limited liability partnership shall not affect the existence, rights or liabilities of the limited liability partnership.
A limited liability partnership shall, in its name, be capable of-fa}
suing and being sued;
fbJ acquiring, owning, holding and developing or disposing of property;
fc}
having a common seal; and fdJ doing such other acts and things as bodies corporate may lawfully do.
Sections 31A, 32, 34, 35, and 36 and 93(1)fbJ of the Companies Act
(Chapter 39) shall apply to a limited liability partnership as they apply to a corporation under that Act.
5302
s 7Non-applicability of partnership law
Except as otherwise provided by this Order, the law relating to partnerships shall not apply to a limited liability partnership.
Any individual or body corporate may be a partner in a limited liability partnership.
For the avoidance of doubt, the reference in subsection (1) to body corporate shall not include a trade union.
An obligation of the limited liability partnership, whether ansmg in contract, tort or otherwise, is solely the obligation of the limited liability partnership.
A partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for an obligation referred to in subsection ( 1) solely by reason of being a partner of the limited liability partnership.
Subsections ( 1) and (2) do not affect the personal liability of a partner in tort for his own wrongful act, but a partner shall not be personally liable for the wrongful act of any other partner.
Where a partner is liable to any person (other than another partner) as a result of a wrongful act of his in the course of the business of the limited liability partnership or with its authority, the limited liability partnership is liable to the same extent as that partner.
The liabilities of the limited liability partnership shall be met out of the property of the limited liability partnership.
s 10Power of partner to bind limited liability partnership
( 1)
Every partner of a limited liability partnership is the agent of the limited liability partnership.
t2)
Notwithstanding subsection (1), a limited liability partnership 1s not bound by anything done by a partner in dealing with a person if -
5303
(a}
the partner has no authority to act for the limited liability partnership by doing that thing; and
the person knows that he has no authority or does not know or believe him to be a partner of the limited liability partnership.
Where a person has ceased to be a partner of a limited liability partnership, he is to be regarded (in relation to any person dealing with the limited liability partnership) as still being a partner -
(a}
that person has notice that the former partner has ceased to be a.
partner; or
(b J notice that the former partner has ceased to be a partner has been given to the Registrar.
Except as otherwise provided by this Order, the mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its partners, shall be governed -
(a}
by the limited liability partnership agreement; or
in the absence of agreement as to any matter, by any provision relating to that matter set out in the First Schedule.
Any reference to a resolution of partners for a particular matter is a reference to a resolution passed by all or such number of partners as may be required by the limited liability partnership agreement for that matter.
A partner of a limited liability partnership may cease to be a partner in accordance with the limited liability partnership agreement or, in the absence of such an agreement, by that partner giving 30 days notice to the other partners of his intention to resign as a partner.
Without affecting the generality of subsection (1), a partner of a limited liability partnership shall cease to be a partner upon the death or dissolution of that partner.
Where a partner of a limited liability partnership ceases to be a partner, unless it is otherwise provided in the limited liability partnership agreement, the former partner, his personal representative or its liquidator (as the case may be)
shall be entitled to receive from the partnership an amount -
(a}
equal to the former partner,s capital contribution to the limited liability partnership and his right to share in the accumulated profits of the partnership after the deduction of losses of the partnership; and 5304
determined as at the date he ceased to be a partner.
For the avoidance of doubt, it is hereby declared that a former partner, his personal representative or its liquidator (as the case may be) shall not interfere in the management of the limited liability partnership.
s 13Bankruptcy of partner
Unless otherwise provided in the limited liability partnership agreement, if a partner of a limited liability partnership is adjudged a bankrupt in Brunei
Darussalam or elsewhere -
(a}
his bankruptcy shall not by itself cause him to cease being a partner of the limited liability partnership, but the restriction on him being a manager of the limited liability partnership under section 34 applies; and
the Official Receiver or trustee of the estate of the bankrupt partner shall not interfere in the management of the limited liability partnership, but shall be entitled to receive distributions from the partnership that the bankrupt partner is entitled to receive under the limited liability partnership agreement.
s 14Assignment of partner's interest in distributions
Unless otherwise provided in the limited liability partnership agreement, a partner may assign the whole or any part of his interest in the limited liability partnership, but only to the extent that the assignee becomes entitled to receive the distributions from the partnership that the partner would otherwise have been entitled to receive.
An assignment under subsection (1) shall not by itself-
(a}
cause the partner to cease being a partner of the limited liability partnership; and
entitle the assignee to interfere in the management of the limited liability partnership.
s 15Registration of limited liability partnership
Subject to this Order, any 2 or more persons associated for carrying on a lawful business with a view to profit may, by complying with the requirements as to r.egistration, register a limited liability partnership under this Order.
5305
A limited liability partnership may be registered under this Order if a statement by every person who is to be a partner is lodged with the Registrar in such medium and form as the Registrar may determine, containing the following particulars -
{a)
the name of the proposed partnership;
{b)
the general nature of the proposed business of the partnership;
{c)
the proposed registered office of the partnership;
{d)
the name, identification (if any), nationality and usual place of residence of every person who is to be a partner of the partnership and, where any of those persons is a body corporate, the corporate name, place of incorporation or registration, registration number and registered office of the body corporate to which all notices and communications may be addressed;
{e)
the name, identification (if any), nationality and usual place of residence of every person who is to be a manager of the partnership and, where any of those persons is a body corporate, the corporate name, place of incorporation or registration, registration number and registered office of the body corporate to which all notices and communications may be addressed;
and
{f)
such other information concerning the proposed partnership as may be prescribed by the Minister.
The Registrar may, in any particular case, require the statement referred to in subsection ( 1) to be verified in such manner as he may determine.
The High Court may, on the application of any person alleged or claiming to be a partner, direct the rectification of the register and decide any question arising under this section.
In this section, "identification" means, in the case of any individual issued with an identity card, the number of the identity card and, in the case of an individual not issued with an identity card, particulars of his passport or such other similar evidence of identification as may be available.
On receiving the statement referred to in section 16(1), the Registrar shall, subject to this Order, register the statement and issue a notice of registration in such form as he may determine.
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From the date of registration specified in the notice of registration issued under subsection (1), there shall be a limited liability partnership, by the name specified in the notice, registered under this Order with all the attributes described in sections 5 to 14.
The notice of registration is conclusive evidence that the requirements of section 15 have been complied with and that the limited liability partnership is registered by the name specified in the notice.
The Registrar may, upon receipt of an application in the prescribed form and on payment of the prescribed fee, issue to a limited liability partnership a certificate of confirmation of registration in such form as he may determine.
Nothing in this section shall be construed as requiring the Registrar to register any limited liability partnership if he is not satisfied with the particulars or other information furnished under this Order.
Any person aggrieved by the refusal of the Registrar to register a limited liability partnership of which he is to be a partner may, within 30 days of the date of the refusal, appeal to the Minister whose decision shall be final.
The registration of any limited liability partnership does not imply that the requirements of any law in relation to any business carried on by that partnership have been complied with.
Notwithstanding any provision in this Order or any other written law, the Registrar shall refuse to register a limited liability partnership under this
Order where he is satisfied that -
(a}
the proposed business is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Brunei
Darussalam; or
it would be contrary to the national security or interest for the partnership to be registered.
Any person aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the
·Minister whose decision shall be final.
• (3)
For the purposes of this section, a certificate issued by the Minister charged with the responsibility for internal security stating that he is satisfied that it would be contrary to the national security or interest for the partnership to be registered under this Order shall be conclusive evidence of the matters so stated.
5307
Every limited liability partnership shall have either the words "limited liability partnership" or the acronym "LLP" as part of its name.
No limited liability partnership registered under this Order shall CaJry on business under a name that is not registered under sections 16 or 29.
The registration of a name under which a limited liability partnership carries on business shall not be construed as authorising the use of that name if, apart from such registration, the use of that name could be prohibited.
Any limited liability partnership which contravenes this section is guilty of an offence and liable on conviction to a fine not exceeding $5,000.
s 20Restrictions on registration of business names
( 1)
The Registrar may refuse to register a limited liability partnership under a name, or allow a limited liability partnership to change its name to one, that in the opinion of the Registrar is -
{a}
undesirable;
(b}
identical to that of any other limited liability partnership, corporation or business name;
(c}
identical to a name that is being reserved under this section or section 20 of the Companies Act (Chapter 39); or
(d}
a name of a kind that the Minister has directed the Registrar not to accept for registration.
[2)
A person may apply in the prescribed manner to the Registrar for the reservation of a name set out in the application as -
(a}
the name of a proposed limited liability partnership; or
(b}
the name to which a limited liability partnership proposes to change its name.
Upon receipt of an application under subsection (2) and on payment of the prescribed fee, the Registrar may, if he is satisfied that the name to be reserved is not one which may be rejected on any ground referred to in subsections (1)(a},(bUcJ or (d}, reserve that name for a period of 2 months from the date the making of the application or such longer period as the Registrar may allow.
5308
Notwithstanding anything in this section, where the Registrar is satisfied that a limited liability partnership has been registered (whether through inadvertence or otherwise and whether originally or by a change of name) under a name which -
{aj is a name referred to in subsection (1); or fbJ so nearly resembles the name of any other limited liability partnership, corporation or business name as to be likely to be mistaken for it, the Registrar may direct the partnership to change its name, and the partnership shall comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.
Any person may apply in writing to the Registrar to give a direction to any limited liability partnership on a ground referred to in subsections (4){aj or
{b), to change its name.
The Registrar shall not consider any application under subsection (5) to give a direction to a limited liability partnership on the ground referred to in subsection (4){bj unless the Registrar receives the application within one year from the date of registration of the partnership under that name.
Any limited liability partnership which fails to comply with a direction given under subsection (4) is guilty of an offence and liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part thereof during which the offence continues after conviction.
The Registrar may, if he is satisfied that a limited liability partnership which has been directed under subsection (4) to change its name had applied for registration under that name in bad faith, require that partnership to pay the
Registrar such fees as may be prescribed, and such fees shall be recoverable as a debt due to the Government.
Any limited liability partnership aggrieved by a direction of the
Registrar under subsection (4) or a requirement of the Registrar under subsection
may, within 30 days of the date of that direction or requirement, appeal to the
Minister whose decision shall be final.
The Minister may, with the approval of His Majesty the Sultan and
Yang .Di-Pertuan, by publication in the Gazette, make such rules as he considers appropriate for the purposes of determining the matters referred to in subsections (1) to (4).
In this section, "business name" has the same meaning as in section 2
of the Business Names Act (Chapter 92).
5309
A firm may convert to a limited liability partnership by complying with the requirements set out in the Second Schedule.
Upon such conversion, the partners of the firm, the limited liability partnership to which the firm has converted and the partners of that lil)1ited liability partnership shall be bound by the provisions of the Second Schedule.
The Minister may, with the approval of His Majesty the Sultan and Yang
Di-Pertuan and by order published in the Gazette amend the Second Schedule.
In this section, "convert", in relation to a firm converting to a limited liability partnership, means a transfer of the property, assets, interests, rights, privileges, liabilities, obligations and the undertaking of the firm to the limited liability partnership in accordance with the Second Schedule.
s 22Conversion from private company to limited liability partnership
( 1)
A private company may convert to a limited liability partnership by complying with the requirements set out in the Third Schedule.
Upon such conversion, the private company, its shareholders, the limited liability partnership to which the private company has converted and the partners of that limited liability partnership shall be bound by the provisions of the Third Schedule.
The Minister may, with the approval of His Majesty the Sultan and Yang
Di-Pertuan and by order published in the Gazette amend the Third Schedule.
In this section, "convert", in relation to a private company converting to a limited liability partnership, means a transfer of the property, assets, interests, rights, privileges, liabilities, obligations and the undertaking of the private company to the limited liability partnership in accordance with the Third
Schedule.
s 23Minimum of 2 partners
( 1)
Every limited liability partnership shall have at least 2 partners.
If a limited liability partnership carries on business with fewer than 2
partners for a period of more than 2 years, a person shall (notwithstanding sections 9( 1) and (2)) be personally liable, jointly and severally with the limited liability partnership, for any obligation of the partnership incurred during the period that it so carried on business after those 2 years if, at the time the obligation was incurred, he -
5310
(aJ was a partner of the partnership; and
knew that the partnership was carrying on business with fewer than 2 partners for a period of more than 2 years.
Every limited liability partnership shall ensure that it has at least one manager who is an individual not less than 18 years of age and who is ordinarily resident in Brunei Darussalam.
Every limited liability partnership shall ensure that the particulars of every person who acts as a manager of the partnership and his consent to act as such are lodged with the Registrar in such medium and form as the Registrar may determine.
( 3)
A manager shall be -
(aJ answerable for the doing of all acts, matters and things, as are required to be done by the limited liability partnership under sections 25, 28
and 29; and
(bJ personally liable to all penalties imposed on the partnership for any contravention of those sections, unless he satisfies the court that he should not be so liable.
If a limited liability partnership contravenes subsection (1), the partnership and every partner is guilty of an offence and liable on conviction to a fine not exceeding $5,000 and, in the case of a continuing offence, to a further fine not exceeding $50 for every day or part thereof during which the offence continues after conviction.
Any limited liability partnership which contravenes subsection (2) is guilty of an offence and liable on conviction to a fine not exceeding $5,000 and, in the case of a continuing offence, to a further fine not exceeding $50 for every day or part thereof during which the offence continues after conviction.
Every limited liability partnership shall lodge with the Registrar a
. declaration by one of its managers that in that, manager's opinion, the partnership either-
5311
fa!
appears at the date of the declaration to be able to pay its debts as they become due in the normal course of business; or
{b)
does not appear at the date of the declaration to be able to pay its debts as they become due in the normal course of business.
The declaration shall be lodged not later than 15 months after the registration of the limited liability partnership and subsequently once in every calendar year at intervals of not more than 15 months.
Notwithstanding subsection (2), the Registrar may, on application-by a limited liability partnership grant an extension of time for the lodging of the declaration.
If a limited liability partnership fails to lodge a declaration within the time or extended time referred to in subsections (2) and (3) -
(a}
the partnership is guilty of an offence and liable on conviction to a fine not exceeding $5,000; and
{b)
paragraph 3(2){d) of the Fourth Schedule shall apply.
A manager who makes a declaration referred to in subsection (1){a)
without having reasonable grounds for his opinion is guilty of an offence and liable on conviction -
where the manager is an individual, to a fine not exceeding $5,000, imprisonment for a term not exceeding one year or both;
{b)
in any other case, to a fine not exceeding $5,000.
Any person who, in connection with a declaration made under this section, makes a statement or furnishes information (whether directly or indirectly) to a manager that is false or misleading in a material particular, when he knows or ought reasonably to have known that the statement or information is false or misleading in a material particular, is guilty of an offence and liable on conviction -
{a)
where that person is an individual, to a fine not exceeding $10,000, imprisonment for a term not exceeding 2 years or both;
{b)
in any other case, to a fine not exceeding $10,000.
If an offence under this section is committed with intent to defraud creditors of the limited liability partnership or for any other fraudulent purpose, the offender is liable on conviction -
{a) where he is an individual, to a fine not exceeding $15,000, imprisonment for a term not exceeding 3 years or both;
5312
fb} in any other case, to a fine not exceeding $15,000.