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Section 23: Manner and particulars of registration

Limited Liability Partnerships Act · PART IV: NAME AND REGISTRATION

consolidated text (as at 2017, amended since). juris shows the text as it was consolidated; it does not confirm that this is the law in force today.

23. Manner and particulars of registration (1) Every limited liability partnership, other than a foreign limited liability partnership, shall be registered in accordance with this Act. (2) An application for the registration of a limited liability partnership, other than a foreign limited liability partnership, shall be made to the Registrar in such form and manner as the Registrar may determine and shall be accompanied by— (a) the written consent of all the partners for the registration of the limited liability partnership, given in such form as the Registrar may determine; (b) a statement containing such information on the limited liability partnership as the Registrar may require; (c) such fee as may be prescribed; and (d) a declaration, in such form as the Registrar may determine, signed by one or more of the partners, stating— (i) the name of the limited liability partnership; (ii) the nature of its business; (iii) its registered office, principal place of business and service address; (iv) where the person making the declaration is a natural person, his full name, usual residential address and service address; (v) where the person making the declaration is a body corporate or an unincorporated body, the address of its registered office or principal place of business and its service address, if any; (vi) where a partner or manager is a natural person, his full name, usual residential address and service address; (vii) where a partner or manager is a body corporate or an unincorporated body, the address of its registered office or principal place of business and its service address, if any; (viii) the duration for which the limited liability partnership will exist and the date of commencement of that duration or, if the limited liability partnership is for an unlimited duration, a statement to that effect; and (ix) such other information as the Registrar may require, or as the partners may decide to include, in the declaration. (3) The Registrar shall, on the registration of a limited liability partnership, issue to the partners a certificate of registration in respect of the limited liability partnership in such form as he may determine and subject to such conditions as he may impose. L15A1 – 13 [Issue 9] Limited Liability Partnerships Act (4) The limited liability partnership shall be deemed to have been registered as a limited liability partnership under this Act where the Registrar, on being satisfied with all the information provided in the application made under subsection (2)— (a) inscribes the name of the limited liability partnership in the register; (b) allocates a registration number to the limited liability partnership; and (c) issues to the limited liability partnership a certificate of registration, which shall be conclusive evidence that the limited liability partnership is registered under this Act. (5) The partners may, by resolution, cause to be rectified any error or formal defect— (a) in the entries relating to the limited liability partnership in the register; or (b) in any declaration or other document filed with the Registrar in relation to the limited liability partnership for the purposes of this Act. (6) The Registrar may, when— (a) registering a limited liability partnership in the register; and (b) issuing a certificate of registration in respect of the limited liability partnership under this section, rely on the documents filed with him in all respects and shall not be bound to enquire further as to whe liability partnership in the register; or (b) in any declaration or other document filed with the Registrar in relation to the limited liability partnership for the purposes of this Act. (6) The Registrar may, when— (a) registering a limited liability partnership in the register; and (b) issuing a certificate of registration in respect of the limited liability partnership under this section, rely on the documents filed with him in all respects and shall not be bound to enquire further as to whether, in relation to the limited liability partnership, the requirements of this Act have been complied with.

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