Limited Liability Partnerships Act 2005 · 2020 Revised Edition · Part 7 · Miscellaneous
85. Offences by other bodies corporate and partnerships, etc.
Feedback & supportWhere an offence under this Act committed by a body corporate (other than a limited liability partnership) is proved —
limited liability partnership
“limited liability partnership” has the meaning given by section 4(1);
to have been committed with the consent or connivance of an officer of that body corporate; or
to be attributable to any neglect on the part of the officer of that body corporate,the officer of that body corporate, as well as that body corporate, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with his or her functions of management as if the member were a director of the body corporate.
Where an offence under this Act committed by a partnership (other than a limited liability partnership) is proved —
to have been committed with the consent or connivance of a partner; or
to be attributable to any neglect on the part of the partner,the partner, as well as the partnership, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
Where an offence under this Act committed by an unincorporated association (other than a partnership) is proved —
to have been committed with the consent or connivance of an officer of the unincorporated association or a member of its governing body; or
to be attributable to any neglect on the part of the officer or member,the officer or member (as the case may be), as well as the unincorporated association, shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
In this section —
“officer” —
officer
“officer”, in relation to a limited liability partnership, means —(a)any manager of the limited liability partnership;(b)a receiver and manager of any part of the undertaking of the limited liability partnership appointed under a power contained in any instrument; or(c)any liquidator of the limited liability partnership appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the General Division of the High Court; or(f)any liquidator appointed by the General Division of the High Court or by the creditors;
in relation to a body corporate means any director, member of the committee of management, chief executive, manager, secretary or other similar officer of the body corporate and includes any person purporting to act in any such capacity; or
manager
“manager”, in relation to a limited liability partnership, means any person (whether or not a partner of the limited liability partnership) who is concerned in or takes part in the management of the limited liability partnership (whether or not the person’s particulars or consent to act are lodged with the Registrar as required under section 29(2));
in relation to an unincorporated association (other than a partnership), means the president, the secretary, or any member of the committee of the unincorporated association, or any person holding a position analogous to that of president, secretary or member of a committee and includes any person purporting to act in any such capacity;
“partner” includes a person purporting to act as a partner.
partner
“partner”, in relation to a limited liability partnership, means any person who has been admitted as a partner in the limited liability partnership in accordance with the limited liability partnership agreement;
Regulations may provide for the application of any provision of this section, with any modifications that the Minister considers appropriate, to any body corporate or unincorporated association formed or recognised under the law of a territory outside Singapore.[51