Under the International Limited Partnerships Order, 2000 (ILPO), an ILP consists of one or more general partners (of which one must be a trust company or subsidiary thereof, an IBC or another ILP) and any number of limited partners. An ILP may be formed for any lawful purpose, undertaken in or from within Brunei Darussalam or elsewhere. It does not carry on business with any persons resident in Brunei Darussalam, and prospectus provisions may apply to offers of securities.
In an ILP, a general partner is personally liable for all the debts and obligations of the ILP but, except in so far as the partnership agreement or ILPO otherwise provides, a limited partner is not so liable. At the time of becoming a limited partner, a limited partner contributes, or undertakes to contribute, a stated amount (or property valued at a stated amount) to the capital of the partnership. Provision for confirmation of value exists.
Every ILP must:
- Have a name which includes the words “International Limited Partnership” or the letters “ILP”;
- Maintain a registered office in Brunei at the registered office of a trust corporation; and
- Keep at its registered office such accounts and records as are sufficient to show and explain the ILP’s transactions and to disclose with reasonable accuracy, at any time, the financial position of the ILP at that time.
Except as permitted or required under ILPO, a limited partner shall not take part in the conduct of the business of an ILP, and all letters, contracts, deeds, instruments or documents whatsoever must be entered into by the general partner on behalf of the ILP. If a limited partner, other than a trust corporation acting in such capacity for the purposes of ILPO, takes part in the conduct of the business of the ILP in its dealings with persons who are not partners, then, in the event of the insolvency of the ILP, the limited partner may be liable as though he or she were a general partner.
ILPs are registered through a trust corporation by the payment of a year one fee of US$500. The annual renewal fee thereafter is US$400.
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