• CHAPTER 19 CHAPTER 19 SUPPLEMENTARY PROVISIONS AND INTERPRETATION

    • 64. 64. LLP records

      Sections 994 to 998 apply to LLPs, modified so that they read as follows —

      • 994. Meaning of "LLP records"

        In this Part "LLP records" means —

        (a) any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Regulations to be kept by a LLP, and
        (b) any register kept by a LLP of its debenture holders.

      • 995. Form of LLP records

        (1) LLP records —
        (a) may be kept in hard copy or electronic form, and
        (b) may be arranged in such manner as the members of the LLP think fit,
        provided the information in question is adequately recorded for future reference.
        (2) Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form.
        (3) If a LLP fails to comply with this section, a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
        (4) A person who commits the contravention referred to in subsection (3) is liable to a level 2 fine.

      • 996. Rules about where certain LLP records to be kept available for inspection

        (1) The Board may make rules specifying places other than a LLP's registered office at which LLP records required to be kept available for inspection under a relevant provision may be so kept in compliance with that provision.
        (2) The "relevant provisions" are —

        section 118 (register of members),

        section 156 (register of members' residential addresses),

        section 798 (instruments creating charges).
        (3) The rules may specify a place by reference to the LLP's principal place of business, the place at which the LLP keeps any other records available for inspection or in any other way.
        (4) The rules may provide that a LLP does not comply with a relevant provision by keeping LLP records available for inspection at a place specified in the rules unless conditions specified in the rules are met.
        (5) The rules —
        (a) need not specify a place in relation to each relevant provision,
        (b) may specify more than one place in relation to a relevant provision.
        (6) A requirement under a relevant provision to keep LLP records available for inspection is not complied with by keeping them available for inspection at a place specified in the rules unless all the LLP's records subject to the requirement are kept there.

      • 997. Regulations about inspection of records and provision of copies

        (1) The Board may make rules as to the obligations of a LLP that is required by any provision of the Companies Regulations —
        (a) to keep available for inspection any LLP records, or
        (b) to provide copies of any LLP records.
        (2) A LLP that fails to comply with the rules is treated as having refused inspection or, as the case may be, having failed to provide a copy.
        (3) The rules may —
        (a) make provision as to the time, duration and manner of inspection, including the circumstances in which and extent to which the copying of information is permitted in the course of inspection, and
        (b) define what may be required of the LLP as regards the nature, extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies.
        (4) Where there is power to charge a fee, the rules may make provision as to the amount of the fee and the basis of its calculation.
        (5) Nothing in any provision of the Companies Regulations or in the rules shall be read as preventing a LLP —
        (a) from affording more extensive facilities than are required by the rules, or
        (b) where a fee may be charged, from charging a lesser fee than that prescribed or none at all.

      • 998. Duty to take precautions against falsification

        (1) Adequate precautions must be taken by LLPs —
        (a) to guard against falsification of LLP records, and
        (b) to facilitate the discovery of falsification of LLP records.
        (2) If a LLP fails to comply with this section, a contravention of the Companies Regulations is committed by every member of the LLP who is in default.
        (3) A person who commits the contravention referred to in subsection (2) under this section is liable to a level 2 fine."

    • 65. 65. Service addresses

      Sections 999 to 1002 apply to LLPs, modified so that they read as follows —

      • 999. Service of documents on LLP

        (1) A document may be served on a LLP by leaving it at, or sending it by post to, the LLP's registered office.
        (2) For the purposes of this section a person's "registered address" means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.
        (3) Further provision as to service and other matters is made in the LLP communications provisions (see section 1003).

      • 1000. Service of documents on members and others

        (1) A document may be served on a person to whom this section applies if it is —
        (a) delivered to him in person, or
        (b) left at his residential or service address, or
        (c) sent by post to him at his service address.
        (2) This section applies to a member of a LLP.
        (3) This section applies whatever the purpose of the document in question.

        It is not restricted to service for purposes arising out of or in connection with the appointment or position mentioned in subsection (2) or in connection with the LLP concerned.
        (4) For the purposes of subsection (3)(c), service (whether the expression "serve" or the expression "give" or "send" or any other expression is used) of documents by post is, unless the contrary intention appears, deemed to be effected by properly addressing, pre-paying and posting a letter containing the document and, unless the contrary is proved, effected at the time at which the letter would be delivered in the ordinary course of post and, as it applies in relation to that subsection, the proper address of a person is —
        (a) in the case of a firm incorporated or formed in the Abu Dhabi Global Market, its registered or principal office, or the registered office of its registered agent,
        (b) in the case of a firm incorporated or formed outside the Abu Dhabi Global Market —
        (i) if it has a place of business in the Abu Dhabi Global Market, its principal office in the Abu Dhabi Global Market, or
        (ii) if it does not have a place of business in the Abu Dhabi Global Market, its registered or principal office,
        (c) in the case of an individual, his last known address.
        (5) In the case of a creditor of the LLP a document is treated as given to him if it is left or sent by post to him —
        (a) at the place of business of his with which the LLP has had dealings by virtue of which he is a creditor of the LLP, or
        (b) if there is more than one such place of business, at each of them.
        (6) Further provision as to service and other matters is made in the LLP communications provisions (see section 1003).
        (7) Nothing in this section shall be read as affecting any applicable law, regulation, or rule of law under which permission is required for service out of the jurisdiction.

      • 1001. Service addresses

        In the Companies Regulations a "service address", in relation to a person, means a post box or other address at which documents may be effectively served on that person by a postal service operating in the United Arab Emirates.

      • 1002. Requirement to give service address

        Any obligation under the Companies Regulations to give a person's address is, unless otherwise expressly provided, to give a service address for that person."

    • 66. 66. Courts and legal proceedings

      Section 1014 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

      • 1014. Power of Court to grant relief in certain cases

        (1) If in proceedings for negligence, default, breach of duty or breach of trust against —
        (a) a member of a LLP, or
        (b) a person employed by a LLP as auditor (whether he is or is not member of the LLP),
        it appears to the Court hearing the case that the member or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the Court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.
        (2) If any such member or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust —
        (a) he may apply to the Court for relief, and
        (b) the Court has the same power to relieve him as it would have had if it had been a Court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought."

    • 67. 67. LLPs: Interpretation

      Section 1024 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

      • 1024. Dormant LLPs

        (1) For the purposes of the Companies Regulations an LLP is "dormant" during any period in which it has no significant accounting transaction.
        (2) A "significant accounting transaction" means a transaction that is required by section 379 to be entered in the LLP's accounting records.
        (3) In determining whether or when an LLP is dormant, there shall be disregarded any transaction consisting of the payment of —
        (a) a fee to the Registrar on a change of the LLP's name,
        (b) a fine under section 426 (default in filing accounts), or
        (c) a fee to the Registrar for the registration of an annual return.
        (4) Any reference in the Companies Regulations to a body corporate other than a company being dormant has a corresponding meaning."

    • 68. 68. Requirements of this Act

      Section 1027 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

      • 1027. References to requirements of the Companies Regulations

        References in the LLP law provisions of the Companies Regulations to the requirements of the Companies Regulations include the requirements of rules made under them."

    • 69. 69. Minor definitions

      Section 1028 applies to LLPs for the purposes of the Companies Regulations, modified so that it reads as follows —

      • 1028. Minor definitions: general

        (1) In the Companies Regulations —

        "body corporate" and "corporation" include a body incorporated other than under the Companies Regulations, but do not include —
        (a) a corporation sole, or
        (b) a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed,
        "conditional sale agreement" means an agreement for the sale of goods or land under which the purchase price or part of it is payable by instalments, and the property in the goods or land is to remain in the seller (notwithstanding that the buyer is to be in possession of the goods or land) until such conditions as to the payment of instalments or otherwise as may be specified in the agreement are fulfilled,

        "firm" means any entity, whether or not a legal person, that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association,

        "hire-purchase agreement" means an agreement, other than a conditional sale agreement, under which —
        (c) goods are bailed in return for periodical payments by the person to whom they are bailed, and
        (d) the property in the goods will pass to that person if the terms of the agreement are complied with and one or more of the following occurs —
        (i) the exercise of an option to purchase by that person,
        (ii) the doing of any other specified act by any party to the agreement,
        (iii) the happening of any other specified event,
        "LLP" means a limited liability partnership registered under the Limited Liability Partnerships Regulations 2015,

        "LLP agreement" means any agreement, express or implied, between the members of the LLP or between the LLP and the members of the LLP which determines the mutual rights and duties of the members, and their rights and duties in relation to the LLP,

        "non-ADGM LLP" means an LLP not formed or registered under the Companies Regulations,

        "officer", in relation to a body corporate, includes a director, manager or secretary,

        "parent LLP" means an LLP that is a parent undertaking (see section 1018 and Schedule 7),

        "subsidiary LLP" means an LLP that is a subsidiary undertaking (see section 1018 and Schedule 7), and

        "working day", in relation to a LLP, means every day except Friday, Saturday and public holidays in the United Arab Emirates."