Section 11: Validity of actions

11. Validity of actions (1) Where the partnership agreement of a limited liability partnership provides for any restriction on the business or activities in which the limited liability partnership may engage— (a) the capacity and powers of the limited liability partnership shall not be affected by that restriction; and (b) no— (i) act of the limited liability partnership; (ii) contract or other obligation entered into by the limited liability partnership; and (iii) transfer of property to or by the limited liability partnership, shall be invalid by reason only that it was done in contravention of that restriction. (2) The capacity of the limited liability partnership to do an act shall not be affected by the fact that the act is not, or would not be, in the best interests of the limited liability partnership. (3) A limited liability partnership or a guarantor of an obligation of a limited liability partnership shall not assert against a person dealing with the limited liability partnership or with a person who has acquired property, rights or interests from the limited liability partnership that— (a) this Act, insofar as it provides for limited liability partnership meetings and internal procedure or the partnership agreement of the limited liability partnership, has not been complied with; (b) a person named as an officer of the limited liability partnership in the last statement received by the Registrar under section 44— (i) is not an officer of the limited liability partnership; (ii) has not been duly appointed; or (iii) does not have the authority to exercise a power which an officer carrying on business of the kind carried on by the limited liability partnership customarily has authority to exercise; (c) a person held out by the limited liability partnership as an officer of the limited liability partnership— (i) has not been duly appointed; or [Issue 9] L15A1 – 6 Revised Laws of Mauritius (ii) does not have the authority to exercise a power which an officer of the limited liability partnership carrying on business of the kind carried on by the limited liability partnership customarily has authority to exercise; (d) a person held out by the limited liability partnership as an officer of the limited liability partnership with authority to exercise a power which an officer of a limited liability partnership carrying on business of the kind carried on by the limited liability partnership does not customarily have authority to exercise, does not have the authority to exercise that power; (e) a document issued on behalf of the limited liability partnership by an officer of the limited liability partnership with actual or usual authority to issue the document is not valid or not genuine, unless the person has, or ought to have, by virtue of his position or relationship with the limited liability partnership, knowledge of the matters referred to in paragraph (a), (b), (c), (d), or (e), as the case may be. (4) Subsection (3) shall apply notwithstanding that a person referred to in paragraph (b), (c), (d) or (e) of that subsection acts fraudulently or forges a document that appears to have been signed on behalf of the limited liability partnership, unless the person dealing with the limited liability partnership or with a person who has acquired property, rights or interests from the limited liability partnership has actual knowledge of the fraud or forgery. (5) A person shall not be affected by, or deemed to have notice or knowledge of th ding that a person referred to in paragraph (b), (c), (d) or (e) of that subsection acts fraudulently or forges a document that appears to have been signed on behalf of the limited liability partnership, unless the person dealing with the limited liability partnership or with a person who has acquired property, rights or interests from the limited liability partnership has actual knowledge of the fraud or forgery. (5) A person shall not be affected by, or deemed to have notice or knowledge of the contents of, the partnership agreement of a limited liability partnership, or any other document relating to, a limited liability partnership merely on grounds that the partnership agreement or document is registered in a register kept by the Registrar. (6) Subject to this Act and any other enactment, a limited liability partnership shall— (a) have, both within and outside Mauritius— (i) full capacity to carry on or undertake any lawful business or activity, do any related act or thing, or enter into any related transaction; and (ii) for the purpose of subparagraph (i), full rights powers and privileges; (b) be capable of suing and being sued in its own name.