Singapore legislation

Clause 9

of Limited Liability Partnerships (Amendment) Bill

Clause 9

New Sixth and Seventh Schedules

The principal Act is amended by inserting, immediately after the Fifth Schedule, the following Schedules:“SIXTH SCHEDULESections 32A(1), 32C and 32P(1)Limited liability partnerships to which part via does not apply

1. Part VIA does not apply to any of the following limited liability partnerships:

(a)

a limited liability partnership that is a Singapore financial institution;

(b)

a limited liability partnership which partners consist only of —

(i)

a public company which shares are listed for quotation on an approved exchange in Singapore;

(ii)

a company or foreign company that is a Singapore financial institution;

(iii)

a company that is wholly owned by the Government;

(iv)

a company that is wholly owned by a statutory body established by or under a public Act for a public purpose;

(v)

a company that is a wholly‑owned subsidiary of a company mentioned in sub‑paragraph (i), (ii), (iii) or (iv);

(vi)

a foreign company that is a wholly‑owned subsidiary of a foreign company that is a Singapore financial institution mentioned in sub‑paragraph (ii); or

(vii)

a company or foreign company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to —

(A)

regulatory disclosure requirements; and

(B)

requirements relating to adequate transparency in respect of its beneficial owners,imposed through stock exchange rules, law or other enforceable means.

2. For the purposes of paragraph 1, a Singapore financial institution is —

(a)

any financial institution that is licensed, approved, registered (including a fund management company registered under paragraph 5(1)(i) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations (Cap. 289, Rg 10)) or regulated by the Monetary Authority of Singapore but does not include —

(i)

any holder of a stored value facility as defined in section 2(1) of the Payment Systems (Oversight) Act (Cap. 222A); and

(ii)

a person (other than a person mentioned in sub‑paragraphs (b) and (c)) who is exempted from licensing, approval or regulation by the Monetary Authority of Singapore under any Act administered by the Monetary Authority of Singapore, including a private trust company exempted from licensing under section 15 of the Trust Companies Act (Cap. 336) read with regulation 4 of the Trust Companies (Exemption) Regulations (Cap. 336, Rg 1);

(b)

any person exempted under section 23(1)(f) of the Financial Advisers Act (Cap. 110) read with regulation 27(1)(d) of the Financial Advisers Regulations (Cap. 110, Rg 2); or

(c)

any person exempted under section 99(1)(h) of the Securities and Futures Act (Cap. 289) read with paragraph 7(1)(b) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations.SEVENTH SCHEDULESections 32B and 32P(1)Meanings of “significant control” and “significant interest”Definition of “significant control”

1. For the purposes of Part VIA, an individual or a legal entity has significant control over a limited liability partnership if the individual or legal entity —

(a)

holds the right, directly or indirectly, to appoint or remove the manager of the limited liability partnership, or if the limited liability partnership has more than one manager, a majority of the managers of the limited liability partnership;

(b)

holds the right, directly or indirectly, to appoint or remove the persons who hold a majority of the voting rights at meetings of the management body of the limited liability partnership;

(c)

holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the partners of the limited liability partnership; or

(d)

has the right to exercise, or actually exercises, significant influence or control over the limited liability partnership.Definition of “significant interest”

2. For the purposes of Part VIA, an individual or a legal entity has a significant interest in a limited liability partnership if the individual or legal entity holds, directly or indirectly —

(a)

a right to share in more than 25% of the capital, or more than 25% of the profits, of the limited liability partnership; or

(b)

a right to share more than 25% of any surplus assets of the limited liability partnership on a winding up.Supplementary provisions3.—

(1)

If 2 or more persons jointly hold a right, each of the persons is considered for the purposes of this Schedule as holding that right.(2) If the rights held by a person and the rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined rights of both of them.(3) A right held by a person as nominee for another is to be considered for the purposes of this Schedule as held by the other (and not by the nominee).(4) In this paragraph —

(a)

a “joint arrangement” is an arrangement between holders of rights that they will exercise all or substantially all their rights jointly in a way that is pre‑determined by the arrangement; and

(b)

“arrangement” includes —

(i)

any scheme, agreement or understanding, whether or not it is legally enforceable; and

(ii)

any convention, custom or practice of any kind,but something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).”.

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