Singapore legislation
Clause 4
Clause 4
New sections 5A to 5D
The principal Act is amended by inserting, immediately after section 5, the following sections:“Common seal5A.—
A limited liability partnership may have a common seal but need not have one.(2) Sections 5B and 5C apply whether a limited liability partnership has a common seal or not.Execution of deeds by limited liability partnership5B.—
A limited liability partnership may execute a document described or expressed as a deed without affixing a common seal onto the document by signature —
on behalf of the limited liability partnership by at least 2 partners of the limited liability partnership; or
on behalf of the limited liability partnership by a partner of the limited liability partnership in the presence of a witness who attests the signature.(2) A document mentioned in subsection (1) that is signed on behalf of the limited liability partnership in accordance with that subsection has the same effect as if the document were executed under the common seal of the limited liability partnership.(3) Where a document is to be signed by a person on behalf of more than one limited liability partnership, the document is not considered to be signed by that person for the purposes of subsection (1) or (2) unless the person signs the document separately in each capacity.(4) This section applies in the case of a document mentioned in subsection (1) that is executed by the limited liability partnership in the name or on behalf of another person, whether or not that person is also a limited liability partnership.Alternative to sealing5C. Where any written law or rule of law requires any document to be under or executed under the common seal of a limited liability partnership, or provides for certain consequences if it is not, a document satisfies that written law or rule of law if the document is signed in the manner set out in section 5B(1)(a) or (b) and (3).Application of provisions of Companies Act5D.—
Subject to section 5C, section 41(1) to (8) of the Companies Act (Cap. 50) applies to a limited liability partnership as it applies to a corporation within the meaning of that Act.(2) Section 144(1)(a) of the Companies Act applies to a limited liability partnership as it applies to a company under that Act.”.