DIFC Limited Partnership Regulationschapter by chapter

Regulation 2.1-2.2Application for Registration

Apply for registration of the Limited Partnership using the Registrar's prescribed declaration form, including the LP name, DIFC registered office, nature of business, General Partner particulars (individual or body corporate), a statement/description of each limited partner, commencement date and term, and the amount/type of each limited partner's contribution; where an applicant is a body corporate, include a certified copy of its incorporation/registration certificate.

Regulation 3.1-3.2Register of Partners; Notice of Changes

Maintain a register of partners recording full name, former names, general/limited capacity, date/place of birth or incorporation, address, former addresses (last 5 years), contribution amount/type, admission date and cessation date; file a notice with the Registrar within 30 days of any General Partner admission/cessation, any change between general and limited partner status, or any other change to the Limited Partnership's registered particulars, using the prescribed form.

Regulation 4.1-4.2Application for Registration as Recognised LP

A limited partnership formed outside the DIFC applying for registration as a Recognised Limited Partnership must apply on the Registrar's prescribed form providing its DIFC place-of-business and service-address details, its Approved Person's particulars, the nature of DIFC business, partner particulars, its place-of-origin registered office, and each limited partner's contribution; accompany the application with a certified copy of its current place-of-origin registration certificate, with certi

Regulation 4.3Notices 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 LP changes its DIFC place of business.

Regulation 5.1-5.2Transfer of Foreign Limited Partnership to the DIFC

A Foreign Limited Partnership applying to transfer to the DIFC and continue as a Limited Partnership must apply on the prescribed form with the Partnership Agreement, a certified current registration certificate, evidence it may be continued under DIFC law and has met its home-jurisdiction requirements/consents, its most recent accounts, and the Appendix 1 fee; the General Partners must first file a solvency declaration (able to meet debts for the next 12 months; no pending liquidation/winding-u

Regulation 5.3Transfer of Limited Partnership from the DIFC

A Limited Partnership applying to transfer out of the DIFC and continue as a Foreign Limited Partnership must apply on the prescribed form with a certified General Partners' resolution approving the transfer, evidence the destination jurisdiction's laws satisfy Article 55(2) of the Law, DFSA written consent if an Authorised Person/Recognised Person/DNFBP, and the Appendix 1 fee; the General Partners must first file the same solvency declaration required for inbound transfers; and the Limited Par

Regulation 6.1Accounts Filing Exemption

Be aware that a Limited Partnership which is not an Authorised Person, DNFBP, or Recognised Person is exempt from the Article 18(5) Law requirement to file its accounts with the Registrar, unless the Registrar directs otherwise.

Regulation 6.2Fees Payable to the Registrar

Pay the Appendix 1 prescribed fees to the Registrar for the relevant matter (e.g. USD 4,000 for LP registration, USD 1,700 for retail-activity LP registration, USD 4,000 for Recognised LP registration, USD 1,700 for retail-activity Recognised LP registration, USD 4,000 for inbound or outbound transfer applications; partner and Approved Person notices are nil-fee).

Regulation 6.4Advertisement of Partner Change or Dissolution

Where an advertisement of a change of partner or dissolution of the Limited Partnership is required under Article 63 of the Law, ensure it is legible, clearly states the necessary details, and is placed in one or more Appointed Publications best suited to bring the change/dissolution to the attention of affected persons.