Limited Liability Partnerships Order, 2010 · s 2

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2.
Interpretation
(1)
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;
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"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;
(b)
a receiver and manager of any part of the undertaking of the limited liability partnership appointed under a power contained in any instrument; or
(c) any liquidator of the limited liability partnership appointed in a voluntary winding-up, but does not include-
(i)
any receiver who is not also a manager;
(ii)
any receiver and manager appointed by the High Court; and
(iii)
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.
(2)
Where a limited liability partnership has more than one manager-
(a)
anything that the manager is required by this Order to do may be done by any one of the managers; and
(b)
anything which constitutes an offence by the manager under this
Order constitutes an offence by each of the managers.
(3)
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.
(4)
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.

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s 2Interpretation

(1)

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;

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"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;

(b)

a receiver and manager of any part of the undertaking of the limited liability partnership appointed under a power contained in any instrument; or

(c)

any liquidator of the limited liability partnership appointed in a voluntary winding-up, but does not include-

(i)

any receiver who is not also a manager;

(ii)

any receiver and manager appointed by the High Court; and

(iii)

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.

(2)

Where a limited liability partnership has more than one manager-

(a)

anything that the manager is required by this Order to do may be done by any one of the managers; and

(b)

anything which constitutes an offence by the manager under this

Order constitutes an offence by each of the managers.

(3)

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.

(4)

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.