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Limited Partnerships PDF Print Email
  Monday, 13 June 2011 04:33

A Limited Partnership is a business entity comprising two or more partners who operate or manage a business together.  This structure provides the following key advantages, namely:

  • Allows for and is easier to attract investors since the only liability for limited partners is the capital they invest in the business. As an added benefit, they are also personally shielded from company debts and other liabilities.
  • Limited partnerships are a great choice for individuals who lack the time or expertise to run a business but who would like to share in the profits.
  • Limited partners can leave or be replaced without the Limited Partnership being dissolved.
  • Limited partnerships are frequently formed to acquire, operate and hold real estate.

The minimum number of partners for a Labuan Limited Partnership is two partners i.e. one general partner and one limited partner and the maximum number of partners allowed is 50 partners.

Partners may be a corporation except for firms which are set up to offer  professional services, in which case, it must consist of natural persons and supplemented with professional indemnity insurance coverage.

a)      General Partner

General partners are, in all major respects, in the same legal position. Therefore, they have management control; share the right to use partnership property; share the profits of the firm in predefined proportions; and have joint and several liabilities for the debts of the partnership.

b)      Limited Partner

Limited partners contribute capital to the partnership but do not participate in the daily operations of the company. The limited partner shall not be liable as a general partner unless the limited partner participates in the management of the Limited Partnership.



  Last Updated on Friday, 30 March 2012 00:45
 
GUIDELINES

Key Operational Requirements

  • All documentations required to be submitted to Labuan FSA must be filed through a Labuan Trust company.
  • A Labuan Limited Partnership must have its registered office in Labuan, which may be the registered office of a Labuan Trust company. A register showing the particulars of the Labuan Limited Partnership as well as its constituent document must be kept in this office.
  • The dissolution of a Labuan Limited Partnership is only effective upon the lodgment of notice of dissolution made by the general partner to Labuan FSA. A Labuan Limited Partnership may also be dissolved upon the death of the General Partner or by a Court Order.
  • A Limited Partnership has the duty to keep proper accounting and records which could sufficiently and accurately explain its transactions and financial position. These records must be kept at the registered office or any other suitable place in Labuan and accessible by all partners for inspections at all times.
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