Singapore legislation
Schedule 6
Schedule 6
Consequential amendments to other written laws
SIXTH SCHEDULESection 60Consequential amendments to other written lawsFirst column Second column(1)Accounting and Corporate Regulatory Authority Act 2004 (Act 3 of 2004) (a)Section 33(3) Insert, immediately after paragraph (c), the following paragraph:“(d)the Registrar of Limited Liability Partnerships and any Deputy or Assistant Registrar of Limited Liability Partnerships appointed under the Limited Liability Partnerships Act 2004.”.(b)Second Schedule Insert, immediately after item 4, the following item:“5. Limited Liability Partnerships Act 2004.”. (2)Banking Act (Chapter 19, 2003 Ed.) (a)Section 2(1) Insert, immediately after the definition of “licence”, the following definition:“ “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2004;”. Insert, immediately after the definition of “officer”, the following definition:“ “partner” and “manager”, in relation to a limited liability partnership, have the respective meanings assigned to them in section 2(1) of the Limited Liability Partnerships Act 2004;”. (b)Section 27(1) (i)Delete paragraph (b) and substitute the following paragraphs:“(b)any firm or limited liability partnership in which the bank or any of its directors is a partner, manager or agent; or
(ba)any individual of whom, or firm or limited liability partnership of which, any of the directors of the bank is a guarantor;”. (ii)Insert, immediately after the word “firm” in paragraph (f), the words “, limited liability partnership”. (c)Section 28(3) (i)Insert, immediately after the word “firm” in the 4th line, the words “or partner or manager of a specified limited liability partnership”. (ii)Insert, immediately after the word “firm” in the 6th line, and in paragraph (a), the words “or limited liability partnership”.(d)Section 29(1)(d) Insert, immediately after the word “firm” wherever it appears in sub-paragraph (ii), the words “or limited liability partnership”. (3)Business Registration Act (Chapter 32, 2004 Ed.) (a)Section 2(1) Insert, immediately after the word “legislation” in the definition of “corporation”, the words “, or a limited liability partnership registered under the Limited Liability Partnerships Act 2004,”.(b)Section 4 Insert, immediately after subsection (2), the following subsection:“(3) This Act shall not apply to any limited liability partnership registered under the Limited Liability Partnerships Act 2004 carrying on business under its registered name.”.(c)Section 6(4) (i)Insert, immediately after the words “Companies Act (Cap. 50)” in paragraph (b), the words “or a manager of the corporation within the meaning of section 2 of the Limited Liability Partnerships Act 2004”. (ii)Insert, immediately after the word “secretary” in paragraph (d), the words “or manager”.(d)Section 13(1) Delete the words “any other” in paragraph (b) and substitute the word “a”.(e)Section 25 (i)Insert, immediately after the words “the directors” in subsection (1), the words “, the managers”. (ii)Insert, immediately after the word “director” in subsection (2), the word “, manager”. (4)Companies Act (Chapter 50, 1994 Ed.) (a)Section 4(1) (i)Delete the word “or” at the end of paragraph (c) of the definition of “corporation”. (ii)Insert the word “or” at the end of paragraph (d) of the definition of “corporation” and insert immediately thereafter the following paragraph:“(e)any limited liability partnership;”. (iii)Insert, immediately after the definition of “limited company”, the following definition:“ “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2004;”.(b)Section 27 (i)Delete paragraph (b) of subsection (1) and substitute the following paragraph:“(b)is identical to that of any other company, limited liability partnership or corporation, or to a business name; or”. (ii)Delete paragraph (b) of subsection (2) and substitute the following paragraph:“(b)so nearly resembles the name of any other company or limited liability partnership or corporation, or a business name, as to be likely to be mistaken for it,”. (c)Section 28(3) Delete paragraph (b) and substitute the following paragraph:“(b)a name that so nearly resembles the name of any other company or limited liability partnership or corporation, or a business name, as to be likely to be mistaken for it,”.(d)New section 155A Insert, immediately after section 155, the following section:“Disqualification under Limited Liability Partnerships Act 2004155A. A person who is subject to a disqualification or disqualification order under section 34, 35 or 36 of the Limited Liability Partnerships Act 2004 shall not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, a corporation during the period of the disqualification or disqualification order.”.(e)Section 156 Delete subsection (4) and substitute the following subsection:“(4) For the purposes of subsection (1), a general notice given to the directors of a company by a director to the effect that he is an officer or member of a specified corporation or a member of a specified firm or a partner or officer of a specified limited liability partnership and is to be regarded as interested in any transaction which may, after the date of the notice, be made with that corporation, firm or limited liability partnership shall be deemed to be a sufficient declaration of interest in relation to any transaction so made if —
it specifies the nature and extent of his interest in the specified corporation, firm or limited liability partnership; (b)his interest is not different in nature or greater in extent than the nature and extent so specified in the general notice at the time any transaction is so made; and (c)it is given at a meeting of the directors or the director takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given.”.(f)Section 405(1) Insert, immediately before the words “Business Registration Act” in the 9th line, the words “Limited Liability Partnerships Act 2004 or the”. (g)Fourth Schedule (i)Paragraphs 47 and 59 Insert, immediately after the word “corporation”, the words “or a limited liability partnership”. (ii)Paragraph 76 Insert, immediately after the word “firm,” in the 2nd line, the words “limited liability partnership”. (h)Sixth Schedule (i)Part I (page 548) Insert, immediately after the word “firm” wherever it appears, the words “or limited liability partnership”.(ii)Part II, paragraph 1 Insert, immediately after the word “business” wherever it appears, the words “or limited liability partnership”. (iii)Part III, paragraph 4 Insert, immediately after the word “corporation” in the 2nd and 3rd lines, the words “or limited liability partnership”. (5)Contracts (Rights of Third Parties) Act (Chapter 53B, 2002 Ed.) Section 7 Insert, immediately after subsection (2), the following subsection:“(2A) Section 2 shall not confer any right on a third party in the case of any registration document of a limited liability partnership registered under the Limited Liability Partnerships Act 2004 or any limited liability partnership agreement as defined in that Act.”. (6)Corporate Bodies’ Contract Act (Chapter 385, 1994 Ed.) Section 2 Repeal and substitute the following section:“Exclusion of companies under Companies Act and limited liability partnerships under Limited Liability Partnerships Act
2. This Act shall not apply to any company as defined in the Companies Act (Cap. 50) or to any limited liability partnership as defined in the Limited Liability Partnerships Act 2004.”. (7)Finance Companies Act (Chapter 108, 2000 Ed.) (a)Section 2 (i)Insert, immediately after the definition of “Government securities”, the following definition:“ “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2004;”. (ii)Insert, immediately after the definition of “officer”, the following definition:“ “partner” and “manager”, in relation to a limited liability partnership, have the respective meanings assigned to them in section 2(1) of the Limited Liability Partnerships Act 2004;”. (b)Section 21A(1) Insert, immediately after the word “firm” in paragraphs (b), (c) and (g), the words “or limited liability partnership”.(c)Section 21B(3) (i)Insert, immediately after the word “firm” in the 4th line, the words “or partner or manager of a specified limited liability partnership”. (ii)Delete the words “or firm” after the word “company” in the 6th line, and in paragraph (a), and substitute the words “, firm or limited liability partnership”.(d)Section 23(5) Delete paragraph (b) and substitute the following paragraphs:“(b)a firm or limited liability partnership in which that finance company or any of its directors has an interest as a partner, manager or agent;
(ba)any individual of whom, or firm or limited liability partnership of which, any of that finance company’s directors is a guarantor;”.(e)Section 51 (i)Insert, immediately after the word “firm” in the 1st, 3rd and 6th lines, the words “or limited liability partnership”. (ii)Insert, immediately after the word “firm” in the 5th line, the words “and every partner or manager of the limited liability partnership”. (8)Financial Advisers Act (Chapter 110, 2002 Ed.) (a)Section 2(1) (i)Delete sub-paragraph (ii) of paragraph (a) of the definition of “connected person” and substitute the following sub-paragraph:“(ii)a firm, a limited liability partnership or a corporation in which the individual or any of the persons mentioned in sub-paragraph (i) has control of not less than 20% of the voting power in the firm, limited liability partnership or corporation, whether such control is exercised individually or jointly;”. (ii)Delete paragraph (b) of the definition of “connected person” and substitute the following paragraph:“(b)a firm, a limited liability partnership or a corporation, means another firm, limited liability partnership or corporation in which the first-mentioned firm, limited liability partnership or corporation has control of not less than 20% of the voting power in that other firm, limited liability partnership or corporation, ”. (iii)Insert, immediately after the definition of “life policy”, the following definition:“ “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2004;”. (iv)Insert, immediately after the definition of “officer”, the following definition:“ “partner” and “manager”, in relation to a limited liability partnership, have the respective meanings assigned to them in section 2(1) of the Limited Liability Partnerships Act 2004;”.(b)Section 83 (i)Insert, immediately after subsection (3), the following subsection: “(3A) Where an offence under this Act committed by a limited liability partnership is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a partner or manager of the limited liability partnership, the partner or manager (as the case may be) as well as the partnership shall be guilty of that offence and shall be liable to be proceeded against and punished accordingly.”. (ii)Delete the definition of “partner” in subsection (5) and substitute the following definition:“ “body corporate” and “partnership” exclude a limited liability partnership within the meaning of the Limited Liability Partnerships Act 2004;”. (iii)Insert, immediately after the definition of “officer” in subsection (5), the following definition:“ “partner”, in relation to a partnership, includes a person purporting to act as a partner.”.(c)New section 88(4) Insert, immediately after subsection (3), the following subsection:“(4) In this section, “body corporate” excludes a limited liability partnership within the meaning of the Limited Liability Partnerships Act 2004.”. (9)Insurance Act (Chapter 142, 2002 Ed.) (a)Section 1A Insert, immediately after the definition of “life reinsurance broker”, the following definitions:“ “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2004;“partner” and “manager”, in relation to a limited liability partnership, have the respective meanings assigned to them in section 2(1) of the Limited Liability Partnerships Act 2004;”.(b)Section 4(1) Delete paragraph (b) and substitute the following paragraph:“(b)where that person is a corporation, limited liability partnership or firm, every director, manager or officer of the corporation and every partner or officer of the firm and every partner or manager of the limited liability partnership (as the case may be) shall, unless he proves that the offence was committed without his knowledge or consent, be guilty of an offence.”. (10)Mental Disorders and Treatment Act (Chapter 178, 1985 Ed.) Section 18 Renumber the section as subsection (1) of that section, and insert immediately thereafter the following subsection:“(2) Subsection (1) does not apply to a limited liability partnership registered under the Limited Liability Partnerships Act 2004.”. (11)Money-changing and Remittance Businesses Act (Cap. 187, 1996 Ed.) (a)Section 2(1) (i)Insert, immediately after the definition of “licence”, the following definition:“ “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2004;”. (ii)Insert, immediately after the definition of “money-changing business”, the following definition:“ “partner” and “manager”, in relation to a limited liability partnership, have the respective meanings assigned to them in section 2(1) of the Limited Liability Partnerships Act 2004;”.(b)Section 21 (i)Insert, immediately after subsection (1), the following subsection:“(1A) Where an offence under this Act has been committed by a limited liability partnership, any person who at the time of the commission of the offence was a partner or manager of the limited liability partnership shall be liable to be proceeded against and punished accordingly unless he proves that —
the offence was committed without his consent or connivance; and (b)he exercised such diligence to prevent the commission of the offence as he ought to have exercised having regard to the nature of his function in that capacity and to all the circumstances.”. (ii)Insert, immediately after subsection (3), the following subsection:“(4) In this section, “body corporate” and “partnership” exclude a limited liability partnership within the meaning of the Limited Liability Partnerships Act 2004.”. (12)Securities and Futures Act (Chapter 289, 2002 Ed.) (a)Section 2(1) (i)Delete sub-paragraph (ii) of paragraph (a) of the definition of “connected person” and substitute the following sub-paragraph:“(ii)a firm, a limited liability partnership or a corporation in which the individual or any of the persons mentioned in sub-paragraph (i) has control of not less than 20% of the voting power in the firm, limited liability partnership or corporation, whether such control is exercised individually or jointly; or”. (ii)Delete paragraph (b) of the definition of “connected person” and substitute the following paragraph:“(b)a firm, a limited liability partnership or a corporation, means another firm, limited liability partnership or corporation in which the first-mentioned firm, limited liability partnership or corporation has control of not less than 20% of the voting power in that other firm, limited liability partnership or corporation,”. (iii)Insert, immediately after the definition of “licensed person”, the following definition:“ “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2004;”. (iv)Insert, immediately after the definition of “participant”, the following definition:“ “partner” and “manager”, in relation to a limited liability partnership, have the respective meanings assigned to them in section 2(1) of the Limited Liability Partnerships Act 2004;”. (b)Section 227 Repeal section 227 and substitute the following section:“Attribution of knowledge within partnerships and limited liability partnerships227.—
For the purposes of this Division —
a partner of a partnership or a limited liability partnership (as the case may be) is taken to possess any information —
which another partner of the partnership or limited liability partnership (as the case may be) possesses and which came into such other partner’s possession in his capacity as a partner of the partnership or limited liability partnership (as the case may be); or
which an employee of the partnership or a manager of a limited liability partnership (as the case may be) possesses and which came into the possession of such an employee or manager in the course of the performance of his duties as such an employee or manager; and
if a partner or employee of a partnership or a partner, manager or employee of a limited liability partnership (as the case may be) knows or ought reasonably to know any matter or thing in his capacity as such a partner, manager or employee, it is to be presumed that every partner of the partnership or limited liability partnership (as the case may be) knows or ought reasonably to know that matter or thing.“(2) The partners of a partnership or limited liability partnership (as the case may be) do not contravene section 218(2) or 219 (2) by entering into a transaction or agreement at any time merely because one or more (but not all) of the partners, or a manager or managers, or an employee or employees, of the partnership or limited liability partnership (as the case may be) are in actual possession of information if —
the decision to enter into the transaction or agreement was taken on behalf of the partnership or limited liability partnership by any one or more of the following persons:
a partner who is taken to have possessed the information merely because another partner, or a manager or employee, of the partnership or limited liability partnership, was in possession of the information;
an employee of the partnership or limited liability partnership or a manager of the limited liability partnership who was not in possession of the information;
the partnership or limited liability partnership had in operation at that time arrangements that could reasonably be expected to ensure that the information was not communicated to the person or persons who made the decision and that no advice with respect to the transaction or agreement was given to that person or any of those persons by a person in possession of the information; and
the information was not so communicated and no such advice was so given.(3) A partner of a partnership or limited liability partnership (as the case may be) does not contravene section 218(2) or 219 (2) by entering into a transaction or agreement otherwise than on behalf of the partnership or limited liability partnership merely because he is taken to possess information that is in the possession of another partner, a manager or an employee of the partnership.”. (c)Section 331 (i)Insert, immediately after subsection (3), the following subsection:“(3A) Where an offence under this Act committed by a limited liability partnership is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a partner or manager of the limited liability partnership, the partner or manager (as the case may be) as well as the partnership shall be guilty of that offence and shall be liable to be proceeded against and punished accordingly.”. (ii)Delete the definition of “partner” in subsection (5) and substitute the following definition:“ “body corporate” and “partnership” exclude a limited liability partnership within the meaning of the Limited Liability Partnerships Act 2004;”. (iii)Insert, immediately after the definition of “officer” in subsection (5), the following definition:“ “partner”, in relation to a partnership, includes a person purporting to act as a partner.”. (13)Societies Act (Chapter 311, 1985 Ed.) Section 2 Insert, immediately after paragraph (b) of the definition of “society”, the following paragraph:“(ba)any limited liability partnership registered under the Limited Liability Partnerships Act 2004;”. (14)Subordinate Courts Act (Chapter 321, 1999 Ed.) Section 26 Insert, immediately after the word “partnership” where it first appears in paragraph (f), the words “(other than a limited liability partnership registered under the Limited Liability Partnerships Act 2004)”. (15)Third Parties (Rights Against Insurers) Act (Chapter 395, 1994 Ed.) New section 3A Insert, immediately after section 3, the following section:“Application to limited liability partnerships3A. This Act applies to limited liability partnerships registered under the Limited Liability Partnerships Act 2004 as it applies to companies.”.