Clause 11

by inserting, immediately after the definition of “agreed contribution” in section 2(1), the following definition:“ “alternate address” means an alternate address maintained with the Registrar under section 18C that meets the requirements of that section;”;

by inserting, immediately after the definition of “general partner” in section 2(1), the following definition:“ “identification” means —

in the case of an individual issued with an identity card under the National Registration Act (Cap. 201), the number of the individual’s identity card; and

in the case of an individual not issued with an identity card under that Act, particulars of the individual’s passport or such other similar evidence of identity as is acceptable to the Registrar;”;

by inserting, immediately after the definition of “Registrar” in section 2(1), the following definition:“ “residential address”, in relation to an individual, means the individual’s usual place of residence;”;

by inserting, immediately after subsection (2) of section 2, the following subsection:“(3) For the purposes of sections 12(7), 13(2), 14(4), 17(5), 17A(9) and (10) and 20, any reference to the Minister includes a reference to the Minister of State for his Ministry who is authorised by the Minister for the purpose of hearing an appeal under that section.”;

by deleting paragraph (e) of section 11(1) and substituting the following paragraphs:“(e)the following information of each individual who is to be a partner of the proposed limited partnership:

full name;

identification;

nationality; and

residential address;

place of incorporation or registration;

registration number; and

registered office of the corporation to which all notices and communications may be addressed;”;

by deleting paragraph (g) of section 11(1) and substituting the following paragraph:“(g)the following information of any individual who is appointed as a local manager under section 28:

full name;

identification;

nationality; and

residential address;”;

by deleting subsection (6) of section 11;

by repealing section 17 and substituting the following sections:“Reservation of limited partnership names 17.—

A person may, by lodging an application with the Registrar, apply for the reservation of a name set out in the application as —

the name of a proposed limited partnership; or

the name to which a limited partnership proposes to change its name.(2) The Registrar may approve an application made under subsection (1) only if the Registrar is satisfied that —

the application is made in good faith; and (b)the name to be reserved is one in respect of which a limited partnership may be registered having regard to section 17A(1), (2) and (3). (3) The Registrar must refuse to approve an application to reserve a name under subsection (1) as the name of a proposed limited partnership if the Registrar is satisfied that —

the name is for a limited partnership that is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or

it would be contrary to the national security or interest for the limited partnership to be registered.(4) Where an application for a reservation of a name is made under subsection (1), the Registrar must reserve the proposed name of the proposed limited partnership or limited partnership for a period starting at the time the Registrar receives the application and ending —

if the Registrar approves the application, 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or

if the Registrar refuses to approve the application, on the date on which the Registrar notifies the applicant of the refusal.(5) A person aggrieved by a decision of the Registrar —

refusing to approve an application under subsection (1); or

refusing an application under subsection (4)(a) to extend the reservation period,may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final.Restrictions on registration of limited partnership names17A.—

Except with the consent of the Minister or as provided in subsection (3), the Registrar must refuse to register a limited partnership under this Act under a name, or to approve a change of name of a limited partnership under section 17B to a name, which, in the opinion of the Registrar —

is undesirable;

is identical to the name of any other limited partnership, a limited liability partnership or a corporation, or to a registered business name;

is identical to a name that is reserved under section 17, section 16 of the Business Names Registration Act 2014, section 19(4) of the Limited Liability Partnerships Act (Cap. 163A) or section 27(12B) or 378(15) of the Companies Act (Cap. 50); or

is a name of a kind that the Minister has directed the Registrar, by notification in the Gazette, not to accept for registration.(2) In addition to subsection (1), the Registrar must on or after the date of commencement of section 11 of the Statutes (Miscellaneous Amendments) (No. 2) Act 2014, except with the consent of the Minister, refuse to register a limited partnership under a name, or allow a limited partnership to change its name to a name, if —

it is identical to the name of a limited partnership that was cancelled or dissolved —

unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4), a period of at least one year has passed after the date of cancellation; or

unless, in a case where notice was lodged with the Registrar that the limited partnership was dissolved under section 19(2), a period of at least one year has passed after the date of dissolution;

it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or has ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation;

it is identical to the name of a company that was dissolved —

unless, in a case where the company was dissolved following its winding up under Part X of the Companies Act, a period of at least 2 years has passed after the date of dissolution; or

unless, in a case where the company was dissolved following its name being struck off the register kept under the Companies Act under section 344 or 344A of that Act, a period of at least 6 years has passed after the date of dissolution;

it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar of Companies under section 377(2) of the Companies Act, unless a period of at least 2 years has passed after the date of dissolution; or

it is identical to the name of a limited liability partnership that was dissolved —

unless, in a case where the limited liability partnership was dissolved following its winding up under section 30 of, and the Fifth Schedule to, the Limited Liability Partnerships Act (Cap. 163A), a period of at least 2 years has passed after the date of dissolution; or

unless, in a case where the limited liability partnership was dissolved following its name being struck off the register under section 38 of the Limited Liability Partnerships Act, a period of at least 6 years has passed after the date of dissolution.(3) Despite subsection (1), the Registrar may, on or after the date of commencement of section 11 of the Statutes (Miscellaneous Amendments) (No. 2) Act 2014, register a limited partnership under —

a name that is identical to the name of a foreign company registered under Division 2 of Part XI of the Companies Act —

in respect of which notice was lodged under section 377(1) of the Companies Act that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and (ii)the name of which was struck off the register kept under the Companies Act under section 377(8), (9) or (10) of that Act, if a period of at least 6 years has passed after the date the name was so struck off; or

a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) that the limited partnership has ceased to carry on business, if a period of at least one year has passed after the date of cessation.(4) Despite this section and section 17B, where the Registrar is satisfied that a limited partnership’s name —

is one that is not permitted to be registered under subsection (1)(a), (b) or (d);

is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period referred to in that subsection;

is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period referred to in that subsection;

so nearly resembles the name of any other limited partnership, any limited liability partnership or corporation or any registered business name, as to be likely to be mistaken for it; or

is one the use of which has been restrained by an injunction granted under the Trade Marks Act (Cap. 332),the Registrar may direct any general partner of the limited partnership to change the limited partnership’s name, and that person must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow in any case. (5) The Registrar’s power under subsection (4) to direct any general partner of a limited partnership to change its name applies regardless of —

whether the limited partnership’s name was registered through inadvertence or otherwise; or

when the limited partnership was registered in respect of the name.(6) Any person may apply, in writing, to the Registrar to give a direction to any general partner of a limited partnership, on a ground referred to in subsection (4), to change the limited partnership’s name.(7) The Registrar is not to consider any application under subsection (6) to give a direction to a person on the ground referred to in subsection (4)(d) unless the Registrar receives the application within 12 months after the date the limited partnership was registered in respect of the name, or the date the change of the limited partnership’s name was approved under section 17B.(8) The Registrar may cancel the registration of a limited partnership if a general partner of the limited partnership fails to comply with a direction given under subsection (4).(9) A person aggrieved by —

a direction of the Registrar under subsection (4); or

the Registrar’s refusal to give a direction to a person under subsection (4) following an application under subsection (6),may, within 30 days after being informed of the Registrar’s direction or refusal, as the case may be, appeal to the Minister whose decision is final.(10) To avoid doubt, where the Registrar makes a direction under subsection (4) or the Minister makes a decision on an appeal under subsection (9), the Registrar or the Minister, as the case may be, must accept as correct any decision of the High Court to grant an injunction referred to in subsection (4)(e).(11) In this section, “registered business name” has the same meaning as in section 2(1) of the Business Names Registration Act 2014.Change of limited partnership name17B.—

An application by a limited partnership to change the name under which it was registered is to be lodged with the Registrar.(2) Upon the approval of the application, the Registrar is to issue to the limited partnership a notice of change of name stating the date of the change.(3) Any application for a change of a limited partnership name is subject to section 17A.”;

by repealing section 18 and substituting the following sections:“Registration of change in particulars18.—

A general partner of a limited partnership shall lodge with the Registrar —

within 14 days after the appointment of a new partner of a limited partnership, a statement containing the particulars referred to in section 11(1)(e) or (ea) (as the case may be) of the partner;

within 14 days after the appointment of a new local manager of a limited partnership, a statement containing the particulars referred to in section 11(1)(g); (c)within 14 days after a partner or local manager ceases to be a partner or local manager of the limited partnership, a statement of that fact;

within 14 days after any change in the particulars of any partner or local manager of the limited partnership that have been lodged with the Registrar under this Act, other than the partner’s or local manager’s residential address, a statement containing the particulars of the change; or

within 14 days after any other change that is made or that occurs in any of the particulars registered in respect of any limited partnership, a statement specifying the nature and date of the change, and containing such other information as may be prescribed. (2) The Registrar may, on application by a general partner of the limited partnership, extend the period referred to in subsection (1)(a) to (e).(3) Any person who ceases to be a partner or local manager of a limited partnership may himself lodge with the Registrar the statement referred to in subsection (1)(c) if he has reasonable cause to believe that no general partner of the limited partnership will lodge the statement with the Registrar.(4) A partner (who is an individual) or a local manager who changes his residential address must lodge with the Registrar a notice of his new residential address within 14 days after the date of change.(5) Where a partner (who is an individual) or local manager has changed his residential address and has made a report of the change under section 8 of the National Registration Act (Cap. 201), the partner or local manager is to be taken to have informed the Registrar of the change of residential address in compliance with subsection (4).(6) The Registrar may, in any particular case, require a statement lodged under subsection (1) to be rectified in such manner as the Registrar considers fit.(7) Any statement required to be lodged under this section shall be in such medium and form as the Registrar may determine.Duty of partners and managers to provide information to limited partnership18A.—

A partner or local manager, as the case may be, shall give every general partner of the limited partnership —

any information a general partner of a limited partnership needs to comply with section 18(1)(a) or (b), as the case may be, as soon as practicable but not later than 14 days after his initial appointment as a partner or local manager unless he has previously given the information to every general partner of the limited partnership in writing; and

any information a general partner of a limited partnership needs to comply with section 18(1)(d) as soon as practicable but not later than 14 days after the date of change to the information referred to in that provision.(2) Notwithstanding subsection (1), but subject to subsection (3) —

a partner of a limited partnership shall, if requested by a general partner of the limited partnership, give the general partner any information referred to in section 11(1)(e) or (ea); and

a local manager of a limited partnership shall, if requested by a general partner of the limited partnership, give the general partner any information referred to in section 11(1)(g),for the purpose of enabling the limited partnership to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost.(3) The partner or local manager of a limited partnership referred to in subsection (2) shall furnish the information to a general partner of the limited partnership as soon as practicable but not later than 14 days after receipt of a written request for such information from the general partner.Request for copy of notice of registration, etc.18B.—

Subject to section 18C, a person may, upon payment of such fee as may be prescribed, require a copy of a notice of registration or a copy of or an extract from any document filed or lodged with the Registrar, to be given or certified by the Registrar.(2) Any copy or extract given under subsection (1) which is certified to be a true copy or extract by the Registrar is, in any proceedings, admissible in evidence as of equal validity with the original document.(3) The Registrar is not required to issue under subsection (1) a copy of or an extract from a document forming part of the register where that document has been destroyed under section 24.Alternate address18C.—

Despite section 18B, the Registrar must not disclose or make available for public inspection the particulars of a partner’s or local manager’s residential address that is lodged with the Registrar under this Act or transmitted to the Registrar by the Commissioner of National Registration under section 8A of the National Registration Act (Cap. 201) if the requirements of subsection (2) are satisfied.(2) The requirements referred to in subsection (1) are that the partner or local manager referred to in subsection (1) maintains with the Registrar an alternate address that complies with the following conditions:

it is an address at which the partner or local manager can be located;

it is not a post office box number;

it is not the residential address of the partner or local manager; and

it is located in the same jurisdiction as the partner’s or local manager’s residential address.(3) For the purposes of subsection (2) —

an individual who wishes to maintain an alternate address must lodge an application with the Registrar;

an individual may not maintain more than one alternate address at any one time;

an individual who wishes to cease to maintain an alternate address must lodge a notice of withdrawal with the Registrar; and (d)an individual who wishes to change his alternate address must lodge a notice of change with the Registrar.(4) An application to maintain an alternate address, and the lodgment of a notice of withdrawal or change of an alternate address, are subject to the payment of such fees as may be prescribed.(5) Subsection (1) applies from the time at which the Registrar accepts an application to maintain an alternate address referred to in subsection (3)(a).(6) A partner or local manager who maintains an alternate address under subsection (2) must ensure that he can be located at that alternate address.(7) A partner or local manager who fails to comply with subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.(8) Despite subsection (1), the Registrar may disclose and make available for public inspection the particulars of a partner’s or local manager’s residential address despite the maintenance of an alternate address under subsection (2) if —

communications sent by the Registrar under this Act, or by any officer of the Authority under any ACRA administered Act, to the partner or local manager at his alternate address and requiring a response within a specified period remain unanswered; or

there is evidence to show that service of any document under this Act or under any ACRA administered Act at the alternate address is not effective to bring it to the notice of the partner or local manager.(9) Before proceeding under subsection (8), the Registrar must give notice to the partner or local manager affected —

stating the grounds on which the Registrar proposes to disclose and make available for public inspection the individual’s residential address; and

specifying a period within which representations may be made before that is done.(10) The Registrar is to consider the representations received within the specified period.(11) Where the Registrar discloses and makes available for public inspection the particulars of a partner’s or local manager’s residential address, the Registrar must give notice of that fact to the partner or local manager.(12) A notice to a partner or local manager under subsection (9) or (11) is to be sent to him at his residential address unless it appears to the Registrar that service at that address may be ineffective to bring it to his notice, in which case it may be sent to any other last known address of the partner or local manager.(13) Where —

the Registrar discloses and makes available for public inspection the particulars of a partner’s or local manager’s residential address under subsection (8); or

a Registrar appointed under any other ACRA administered Act discloses and makes available for public inspection under that Act the particulars of a partner’s or local manager’s residential address under a provision of that Act equivalent to subsection (8),that partner or local manager is not, for a period of 3 years after the date on which the residential address is disclosed and made available for public inspection, allowed to maintain an alternate address under subsection (2).(14) Nothing in this section applies to any information lodged or deemed to be lodged with the Registrar before the date of commencement of section 11 of the Statutes (Miscellaneous Amendments) (No. 2) Act 2014 or prevents such information from being disclosed or from being made available for public inspection or access.(15) Nothing in this section prevents the residential address of an individual that is lodged with the Registrar under this Act, or is transmitted to the Registrar by the Commissioner of National Registration under section 8A of the National Registration Act from —

being used by the Registrar for the purposes of any communication with the individual;

being disclosed for the purposes of issuing any summons or other legal process against the individual for the purposes of this Act or any other written law;

being disclosed in compliance with the requirement of any court or the provisions of any written law;

being disclosed for the purpose of assisting any public officer or officer of any statutory board in the investigation or prosecution of any offence under any written law; or

being disclosed in such other circumstances as may be prescribed.(16) Any partner or local manager aggrieved by the decision of the Registrar under subsection (8) may, within 30 days after the date of receiving the notice under subsection (11), appeal to the High Court which may confirm the decision or give such directions in the matter as seem proper or otherwise determine the matter.(17) For the purposes of this section —

“ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act (Cap. 2A) and any of the written laws specified in the Second Schedule to that Act; and

a partner or a local manager can be located at an address if he may be physically found at the address after reasonable attempts have been made to find him at the address.”;

by deleting the words “and the name of the limited partnership removed from the register” in section 19(3);

by deleting the words “and remove the name of the limited partnership from the register” in section 19(4);

by deleting subsections (4) and (5) of section 21;

by deleting the words “of register” in the section heading of section 21 and substituting the words “by High Court”;

by inserting, immediately after section 21, the following sections:“Rectification by Registrar on application21A.—

Despite section 21, a general partner or a local manager of a limited partnership may lodge a notice with the Registrar of —

any error contained in any document relating to the limited partnership filed or lodged with the Registrar; or

any error in the filing or lodgment of any document relating to the limited partnership with the Registrar.(2) The Registrar may, upon receipt of any notification referred to in subsection (1) and if satisfied that —

the error referred to in subsection (1)(a) is typographical or clerical in nature; or

the error referred to in subsection (1)(b) is, in his opinion, unintended and does not prejudice any person,rectify the register accordingly. (3) In rectifying the register under subsection (2), the Registrar must not expunge any document from the register.(4) The decision made by the Registrar on whether to rectify the register under subsection (2) is final.Rectification or updating on Registrar’s initiative21B.—

The Registrar may rectify or update any particulars or document contained in a register kept by him, if the Registrar is satisfied that —

there is a defect or an error in the particulars or document arising from any grammatical, typographical or similar mistake; or

there is evidence of a conflict between the particulars of a limited partnership or person and —

other information in the register relating to that limited partnership or person; or (ii)other information relating to that limited partnership or person obtained from such department or Ministry of the Government, or statutory body or other body corporate as may be prescribed.(2) Before the Registrar rectifies or updates the register under subsection (1), he shall, except under prescribed circumstances, give written notice to all the general partners of the limited partnership or person whose documents or particulars are to be rectified or updated of the Registrar’s intention to do so, and state therein —

the reasons for and details of the proposed rectification or updating to be made to the register; and (b)the date by which any written objection to the proposed rectification or updating must be delivered to the Registrar, being a date at least 30 days after the date of the notice.(3) Any person notified under subsection (2) may deliver to the Registrar, not later than the date specified under subsection (2)(b), a written objection to the proposed rectification or updating of the register.(4) The Registrar must not rectify or update the register if the Registrar receives a written objection under subsection (3) to the proposed rectification or updating by the date specified under subsection (2)(b), unless the Registrar is satisfied that the objection is frivolous or vexatious or has been withdrawn.(5) The Registrar may rectify or update the register if the Registrar does not receive a written objection under subsection (3) by the date specified under subsection (2)(b).(6) The Registrar may include such notation as the Registrar thinks fit in the register for the purposes of providing information relating to any error or defect in any particulars or document in the register, and may remove such notation if the Registrar is satisfied that it no longer serves any useful purpose.(7) Despite anything in this section, the Registrar may, if the Registrar is satisfied that there is any error or defect in any particulars or document in the register, by notice in writing, request that any general partner or local manager of the limited partnership to which the particulars or document relates take such steps within such time as the Registrar may specify to ensure that the error or defect is rectified.”;

by repealing section 22;

by inserting, immediately after the words “section 18” in section 33(1)(a), the words “or 18A”;

by deleting subsection (2) of section 33 and substituting the following subsection:“(2) If any person in any way holds out that a business is registered as a limited partnership under this Act, that person shall, unless at that time the business was duly registered as a limited partnership under this Act, be guilty of an offence.”;

by deleting the word “or” at the end of section 37(1)(a); (s)by deleting the comma at the end of paragraph (b) of section 37(1) and substituting the word “; or”, and by inserting immediately thereafter the following paragraph:“(c)any request of the Registrar under section 21B(7) to rectify any error or defect in any particulars or document in the register,”; (t)by inserting, immediately after section 40, the following section:“Service of documents on partner and manager40A. Any document required to be served under this Act on a partner, who is an individual, or local manager, of a limited partnership shall be sufficiently served if addressed to the partner or local manager and left at or sent by post to his residential address or, if the partner or manager has provided an alternate address under section 18C, his alternate address.”;

by deleting the words “section 22(1)” in section 41(2)(g) and substituting the words “section 18B(1)”; and

by inserting, immediately after paragraph (l) of section 41(2), the following paragraph:“(la)the waiver, refund or remission, whether wholly or in part, of any fee or penalty chargeable under this Act;”.