Singapore legislation
Section 32
Section 32
Significant change of partners of limited liability partnership
(1)
This section applies for the purposes of sections 32A and 32B in determining whether a change of partners of a limited liability partnership as a result of —
any person becoming a partner of the limited liability partnership; or
any person ceasing to be a partner of the limited liability partnership,(called in this section and sections 32A and 32B a change of partners) amounts to a significant change of partners of the limited liability partnership (called in this section and sections 32A and 32B a significant change of partners).
(2)
A change of partners amounts to a significant change of partners in either of the following cases:
where the composition of the partners of the limited liability partnership upon the change of partners in question is such that, when compared to the composition of the partners of the limited liability partnership on one or more specified dates (as defined in subsection (3)) —
half or more of the partners of the limited liability partnership on any of those specified dates are no longer partners of the limited liability partnership upon the change of partners in question; or
half or more of the partners upon the change of partners in question were not partners of the limited liability partnership on any of those specified dates;
where the asset share of the partners of the limited liability partnership upon the change of partners in question is such that, when compared to the asset share of the partners of the limited liability partnership on one or more specified dates, the sum of all relevant increases in asset share of the partners of the limited liability partnership upon the change of partners in question amounts to 50% or more of the interest in the limited liability partnership.
(3)
In subsection (2), “specified date” means —
where one or more significant changes of partners took place within a period of 2 years before the change of partners in question —
the date of any change of partners that took place between the significant change of partners closest in time to the change of partners in question and the change of partners in question; and
the date of the significant change of partners closest in time to the change of partners in question; and
where no significant change of partners took place within a period of 2 years before the change of partners in question —
in the case of a limited liability partnership formed 2 or more years before the change of partners in question —
the date of any change of partners that took place within the period of 2 years before the change of partners in question; and
as at 2 years before the change of partners in question; and
in the case of a limited liability partnership formed less than 2 years before the change of partners in question —
the date of any change of partners that took place between the formation of the limited liability partnership and the change of partners in question; and
the date of the formation of the limited liability partnership.
(4)
For the purpose of subsection (2)(b), the relevant increase in asset share of a partner of a limited liability partnership is —
where the partner upon the change of partners in question was also a partner of a limited liability partnership on the specified date, the difference between the asset share of the partner upon the change of partners in question and the asset share of the partner on the specified date; and
where the partner upon the change of partners in question was not a partner of the limited liability partnership on the specified date, the asset share of the partner upon the change of partners in question.
(5)
In this section, “asset share”, in relation to a partner of a limited liability partnership, means any of the following:
in the case of an asset share upon a change of partners (whether significant or otherwise) —
the proportion of the chargeable property held by the limited liability partnership that the partner is entitled to on the winding up of the limited liability partnership, as specified in any instrument effecting or evidencing the change of partners; or
if any instrument effecting or evidencing a change of partners does not specify the proportion mentioned in sub‑paragraph (i) or if there is no such instrument, the proportion of the profits of the limited liability partnership that the partner is entitled to on the date of the change of partners;
in the case of an asset share upon the formation of the limited liability partnership —
the proportion of the chargeable property held by the limited liability partnership that the partner is entitled to on the winding up of the limited liability partnership, as specified in any instrument evidencing the formation of the limited liability partnership; or
if any instrument evidencing the formation of the limited liability partnership does not specify the proportion mentioned in sub‑paragraph (i) or if there is no such instrument, the proportion of the profits of the limited liability partnership that the partner is entitled to upon the formation of the limited liability partnership;
in the case of an asset share on any other date —
the proportion of the chargeable property held by the limited liability partnership that the partner is entitled to on the winding up of the limited liability partnership, as specified in —
where one or more changes of partners took place before that date, any instrument effecting or evidencing the change of partners closest in time to that date; and
where no change of partners took place before that date, any instrument evidencing the formation of the limited liability partnership; or
if any instrument effecting or evidencing the change of partners or the formation of the limited liability partnership (as the case may be) does not specify the proportion mentioned in sub‑paragraph (i) or if there is no such instrument, the proportion of the profits of the limited liability partnership that the partner is entitled to on that date.