ADGM Rules (repealed) · Abu Dhabi Global Market
Limited Liability Partnership Rules 2021
A reference record of Limited Liability Partnership Rules 2021, drawn from the instrument's own official text. It sets out how the law is organised — its Parts, its section count and its length — and links to the text itself. It does not interpret the law or offer advice on it.
Where this instrument arises in our work: Corporate & M&A
At a glance
| Citation | Limited Liability Partnership Rules 2021 |
| Instrument type | ADGM Rules (repealed) |
| Enacted | 2021 |
| Jurisdiction | Abu Dhabi Global Market |
| Parts | 4 |
| Numbered sections | 343 |
| Chapters | 20 |
How Limited Liability Partnership Rules 2021 is organised
The 4 Parts below are the instrument's own divisions, in the order the official text sets them out.
| Part | Heading |
|---|---|
| Part 1 | Commencement, Citation And Interpretation |
| Part 2 | Application Of Companies Regulations To Llps |
| Part 3 | Default Provisions |
| Part 4 | Fees Relating To Llps |
What Limited Liability Partnership Rules 2021 covers, section by section
The 343 section headings below are the instrument's own, reproduced in its order. They are a map of the law, not a summary of it — for the wording of any article, read the official text.
- Formalities of doing business under the law of the Abu Dhabi Global Market
- Contracts
- Execution of documents in the Abu Dhabi Global Market
- Common seal
- Execution of deeds
- Official seal for use outside of the Abu Dhabi Global Market
- Other matters
- Pre-incorporation contracts, deeds and obligations
- Bills of exchange and promissory notes
- Prohibited names and sensitive words and expressions
- Reservation of trade name
- Prohibited names
- Names suggesting connection with government or public authority
- Other sensitive words or expressions
- Permitted characters etc
- Permitted characters etc
- Inappropriate use of indications of LLP type or legal form
- Inappropriate use of indications of LLP type or legal form
- Similarity to other names
- Name not to be the same as another on the Registrar's register of company names
- Power to direct change of name in case of similarity to existing name
- Direction to change names: supplementary provisions
- Similarity to other name in which person has goodwill
- Objection to LLP's registered name
- Procedural rules
- Decision of Registrar to be made available to public
- Order requiring name to be changed
- Appeal from Registrar's decision
- Provision of misleading information etc
- Provision of misleading information etc
- Misleading indication of activities
- Requirement to disclose LLP name etc
- Requirements to disclose LLP name etc
- Consequences of failure to make required disclosure
- Minor variation in form of name to be left out of account
- General
- An LLP's registered office
- Change of address of registered office
- Requirements for register of members
- Register of members
- Particulars of members to be registered: individuals
- Particulars of members to be registered: corporate members and firms
- Register of members' residential addresses
- Members' residential addresses: protection from disclosure
- Protected information
- Protected information: restriction on use or disclosure by LLP
- Protected information: restriction on use or disclosure by Registrar
- Permitted use or disclosure by the Registrar
- Disclosure under Court order
- Circumstances in which Registrar may put address on the public record
- Putting the address on the public record
- Disqualification
- General
- Scheme of this Part
- LLPs subject to the small LLPs regime
- LLPs qualifying as small: general
- LLPs qualifying as small: parent LLPs
- LLPs excluded from the small LLPs regime
- Public interest entities and financial institutions
- LLPs qualifying as micro-entities
- LLPs excluded from being treated as micro-entities
- Accounting records
- Duty to keep accounting records
- Duty to keep accounting records: contravention
- Where and for how long records to be kept
- Where and for how long records to be kept: contraventions
- An LLP's Financial Year
- An LLP's financial year
- Accounting reference periods and accounting reference date
- Alteration of accounting reference date
- Annual Accounts
- Accounts to give a fair representation
- Duty to prepare individual accounts
- Individual accounts: exemption for dormant subsidiaries
- LLPs excluded from the dormant subsidiaries exemption
- Dormant subsidiaries exemption: parent undertaking declaration of guarantee
- Individual accounts: applicable accounting framework
- Option to prepare group accounts
- Duty to prepare group accounts
- Exemption for LLP included in group accounts of larger group
- Consistency of financial reporting within group
- Individual profit and loss account where group accounts prepared
- Information about related undertakings
- Information about related undertakings: alternative compliance
- Information about off-balance sheet arrangements
- Information about employee numbers and costs
- Approval and signing of accounts
- Approval and signing of accounts
- Publication of Accounts and Auditor's Report
- Duty to circulate copies of annual accounts and auditor's report
- Default in sending out copies of accounts and auditor's report: contraventions
- Right of member or debenture holder to copies of accounts and auditor's report
- Name of signatory to be stated in published copies of accounts and reports
- Requirements in connection with publication of registrable accounts
- Requirements in connection with publication of non-registrable and other accounts
- Meaning of "publication" in relation to accounts and reports
- Filing of Accounts and Auditor's Report
- Duty to file accounts and reports with the Registrar
- Period allowed for filing accounts
- Calculation of period allowed
- Filing obligations of LLPs subject to small LLPs regime
- Filing obligations of LLPs entitled to small LLPs exemption: additional requirements
- Filing obligations of medium-sized LLPs
- Filing obligations of LLPs generally
- Dormant subsidiaries exempt from obligation to file accounts
- LLPs excluded from the dormant subsidiaries exemption
- Dormant subsidiaries filing exemption: parent undertaking declaration of guarantee
- Default in filing accounts and reports: contraventions
- Default in filing accounts and reports: Court order
- Revision of Defective Accounts
- Voluntary revision of accounts etc.
- Registrar's notice in respect of accounts
- Application to Court in respect of defective accounts
- Other persons authorised to apply to the Court
- Power of authorised person to require documents etc.
- Power of authorised person to require documents, information and explanations
- Restrictions on disclosure of information obtained under compulsory powers
- Permitted disclosure of information obtained under compulsory powers
- Power to amend categories of permitted disclosure
- Accounting standards
- LLPs qualifying as medium-sized: general
- LLPs qualifying as medium-sized: parent LLPs
- LLPs excluded from being treated as medium-sized
- General power to make further provision about accounts and reports
- Supplementary Provisions
- Preparation and filing of accounts in other relevant currencies
- Meaning of "annual accounts" and related expressions
- Notes to the accounts
- Minor definitions
- Audit
- Requirement for audited accounts and public interest entities and financial institutions
- Right of members to require audit
- Small LLPs: conditions for exemption from audit
- LLPs excluded from small LLPs exemption
- Availability of small LLPs exemption in case of group LLP
- Subsidiary LLPs: conditions for exemption from audit
- LLPs excluded from the subsidiary LLPs audit exemption
- Subsidiary LLPs audit exemption: parent undertaking declaration of guarantee
- Dormant LLPs: conditions for exemption from audit
- LLPs excluded from dormant LLPs exemption
- Appointment of Auditors
- Appointment of auditors of LLPs: general
- Appointment of auditors of LLPs: default power of Registrar
- Term of office of auditors of LLPs
- Prevention by members of deemed re-appointment of auditor
- Fixing of auditor's remuneration
- Disclosure of terms of audit appointment
- Disclosure of services provided by auditor or associates and related remuneration
- Functions of Auditor
- Auditor's report on LLP's annual accounts
- Duties of auditor
- Auditor's general right to information
- Auditor's right to information from overseas subsidiary undertakings
- Auditor's rights to information: contraventions
- Auditor's rights in relation to meetings
- Signature of auditor's report
- Senior auditor
- Names to be stated in published copies of auditor's report
- Circumstances in which names may be omitted
- Contraventions in connection with auditor's report
- Removal, Resignation, etc of Auditors
- Removal of auditor from office
- Notice of removal of auditor
- Notice to Registrar of determination removing auditor from office
- Rights of auditor who has been removed from office
- Failure to re-appoint auditor: rights of auditor who is not reappointed
- Resignation of auditor
- Notice to Registrar of resignation of auditor
- Rights of resigning auditor
- Statement by auditor to be deposited with LLP
- LLP's duties in relation to statement
- Copy of statement to be sent to Registrar
- Duty of auditor to notify appropriate audit authority
- Effect of casual vacancies
- Voidness of provisions protecting auditors from liability
- Indemnity for costs of successfully defending proceedings
- Liability limitation agreements
- Terms of liability limitation agreement
- Authorisation of agreement by members of the LLP
- Effect of liability limitation agreement
- Disclosure of agreement by LLP
- Supplementary provisions
- Minor definitions
- General provisions
- Meaning of "debenture"
- Perpetual debentures
- Enforcement of contract to subscribe for debentures
- Registration of allotment of debentures
- Register of debenture holders
- Register of debenture holders
- Register of debenture holders: right to inspect and require copy
- Register of debenture holders: response to request for inspection or copy
- Register of debenture holders: refusal of inspection or default in providing copy
- Time limit for claims arising from entry in register
- Supplementary provisions
- Right of debenture holder to copy of deed
- Liability of trustees of debentures
- Debentures
- Power to re-issue redeemed debentures
- Deposit of debentures to secure advances
- Priorities where debentures secured by floating charge
- Issue of certificates etc on allotment
- Duty of LLP as to issue of certificates etc on allotment
- Transfer of debentures
- Registration of transfer
- Procedure on transfer being lodged
- Other matters
- Evidence of grant of probate etc
- Certification of instrument of transfer
- Issue of certificates etc on transfer
- Duty of LLP as to issue of certificates etc on transfer
- Issue of certificates etc: allotment or transfer to financial institution
- Issue of certificates etc: Court order to make good default
- Duty to deliver annual returns
- Contents of annual return: general
- Required particulars of members
- Failure to deliver annual return
- Registration of charges
- Charges created by an LLP
- Charge in series of debentures
- Charges existing on property or undertaking acquired
- Particulars to be delivered to Registrar
- Date of creation of charge
- Extension of period allowed for delivery
- Personal information etc in certified copies
- Consequence of failure to deliver charges
- Entries on the register
- Registration of enforcement of security
- Entries of satisfaction and release
- Rectification of register
- Replacement of instrument or debenture
- LLPs to keep copies of instruments creating and amending charges
- Instruments creating charges to be available for inspection
- Arrangements and reconstructions
- Application of this Part
- Court order for holding of meeting
- Statement to be circulated or made available
- Duty of members and trustees to provide information
- Court sanction for compromise or arrangement
- Powers of Court to facilitate reconstruction or amalgamation or merger or division
- Fraudulent trading
- Fraudulent trading
- Petition by LLP member
- Petition by the Board
- Powers of the Court under this Part
- Application of general rule-making powers
- Power to strike off LLP not carrying on business or in operation
- Duty to act in case of LLP being wound up
- Supplementary provisions as to service of communication or notice
- Striking off on application by LLP
- Circumstances in which application not to be made: activities of LLP
- Circumstances in which application not to be made: other proceedings not concluded
- Copy of application to be given to members, employees, etc.
- Copy of application to be given to new members, employees, etc.
- Copy of application: provisions as to service of documents
- Circumstances in which application to be withdrawn
- Withdrawal of application
- Meaning of "creditor"
- Property of a dissolved LLP
- Board disclaimer of property vesting as bona vacantia
- Effect of Board disclaimer
- General effect of disclaimer
- Disclaimer of leasehold property
- Power of Court to make vesting order
- Application for administrative restoration to the register
- Requirements for administrative restoration
- Application to be accompanied by statement of compliance
- Registrar's decision on application for administrative restoration
- Effect of administrative restoration
- Supplementary provisions
- LLP's name on restoration
- Effect of restoration to the register where property has vested as bona vacantia
- Requisition of documents
- Investigation of an LLP on its own application or that of its members
- Other LLP investigations
- Inspectors' powers during investigation.
- Production of documents and evidence to inspectors.
- Obstruction of inspectors treated as contempt of Court
- Inspectors' reports
- Expenses of investigating a LLP's affairs
- Inspectors' report to be evidence
- Power to investigate LLP ownership
- Provisions applicable on investigation under section 901
- Power to obtain information as to those interested in LLP
- Power to impose restrictions on interests and debentures
- General powers to give directions
- Direction to terminate investigation
- Resignation and revocation of appointment
- Appointment of replacement inspectors
- Obtaining information from former inspectors etc.
- Registrar's power to require production of documents
- Protection in relation to certain disclosures: information provided to Registrar
- Provision for security of information obtained
- Punishment for destroying, mutilating etc. LLP documents
- Punishment for furnishing false information
- Disclosure of information by Board or inspector
- Privileged information.
- Investigation of non-Abu Dhabi Global Market companies
- Power to enter and remain on premises
- Power to enter and remain on premises: procedural
- Failure to comply with certain requirements
- Contraventions by bodies corporate
- Public notice of issue of certificate of incorporation
- Right to certificate of incorporation
- LLP's registered numbers
- Public notice of receipt of certain documents
- Documents subject to enhanced disclosure requirements
- Effect of failure to give public notice
- Annotation of the register
- Allocation of unique identifiers
- Records relating to LLP's that have been dissolved etc
- Inspection of the register
- Right to copy of material on the register
- Material not available for public inspection
- Application to Registrar to make address unavailable for public inspection
- Form of application for inspection or copy
- Form and manner in which copies to be provided
- Certification of copies as accurate
- Registrar's notice to resolve inconsistency on the register
- Administrative removal of material from the register
- Rectification of register on application to Registrar
- Rectification of the register under Court order
- Powers of Court on ordering removal of material from the register
- Public notice of removal of certain material from the register
- Documents to be drawn up and delivered in English
- Documents that may be drawn up and delivered in other languages
- Certified translations
- Transliteration of names and addresses: voluntary transliteration into Roman characters
- General false statement contravention
- Enforcement of LLP's filing obligations
- Liability of member in default
- Liability of company or LLP as member in default
- Meaning of "LLP records"
- Form of LLP records
- Rules about where certain LLP records to be kept available for inspection
- Regulations about inspection of records and provision of copies
- Duty to take precautions against falsification
- Service addresses
- Service of documents on LLP
- Courts and legal proceedings
- LLPs: Interpretation
- Requirements of this Act
- Minor definitions
Primary sources
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Acting on Limited Liability Partnership Rules 2021
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