DIFC Limited Liability Partnership Regulationschapter by chapter

Regulation 2.1Application for Incorporation

Apply for incorporation of the LLP using the Registrar's prescribed form, including full particulars of proposed Members (name, address, DOB/place of birth, former names), Designated Members, the DIFC registered office address, any other Registrar-required matter, and a copy of the LLP Agreement; where an applicant is a body corporate, include a certified copy of its incorporation/registration certificate from its place of origin.

Regulation 2.2LLP Agreement Minimum Content

Ensure the LLP Agreement provides, at minimum, for: the process of appointing/ceasing Members; proceedings at Member meetings; accounts/information to be provided to Members; appointment, retirement, disqualification and removal of Designated Members; Designated Members' powers; Members' liability to contribute on winding up; and the keeping of minutes.

Regulation 3.1-3.2Register of Members; Notice of Changes

Maintain a register of Members and Designated Members recording full name, former names, date/place of birth, address, former addresses (last 5 years), appointment date and cessation date (if relevant); file a notice of change of Member/Designated Member with the Registrar within 30 days of any appointment or cessation, and file a notice of change of name/address whenever a Member's name or address changes, using the Registrar's prescribed forms.

Regulation 4.2Accounting Standards

Prepare accounts and financial statements in accordance with International Financial Reporting Standards (IFRS), unless the Registrar has consented to a deviation (on the LLP's application) needed to present a true and fair view, subject to any conditions the Registrar imposes; this requirement does not apply to Authorised Persons or Recognised Persons.

Regulation 4.3-4.4Auditor Appointment and Notices; Exemption

Appoint an auditor registered under the DIFC Operating Law; file a Notice of Appointment of Auditor with the Registrar immediately upon appointment, and a Notice of Cessation of Auditor immediately upon resignation or removal, using the prescribed form; note that an LLP which is not an Authorised Person, DNFBP, or Recognised Person is exempt from the Part 6 Law requirements to have accounts audited and filed with the Registrar, unless the Registrar directs otherwise.

Regulation 5.1-5.2Application for Registration as Recognised LLP

A Foreign LLP applying for registration as a Recognised LLP shall apply on the Registrar's prescribed form providing its DIFC place-of-business details, its Approved Person's name/address, Member/Designated Member particulars, and its place-of-origin registered office/place of business; accompany the application with a certified copy of its current place-of-origin incorporation/registration certificate and its most recent audited accounts filed in its place of origin, with certified translations

Regulation 5.3.2Notices of Approved Person and Place of Business Changes

File with the Registrar, using the prescribed form: a notice of appointment of an Approved Person and any change in that person's details whenever a new Approved Person is appointed or existing details change; and a notice of change of DIFC place of business whenever the Recognised LLP changes its DIFC place of business.

Regulation 6.1Fees Payable to the Registrar

Pay the Appendix 1 prescribed fees to the Registrar for the relevant matter (e.g. USD 8,000 for LLP incorporation, USD 3,400 for retail-activity LLP incorporation, USD 8,000 for Recognised LLP registration, USD 3,400 for retail-activity Recognised LLP registration; Member/Designated Member and auditor/Approved Person notices are nil-fee).