Limited Liability Partnerships Act 2005 · 2020 Revised Edition · Part 7 · Miscellaneous
92. Criminal liability of partners and managers of limited liability partnerships under other written laws
Feedback & supportA culpable officer provision applies, with the necessary modifications, to a limited liability partnership as if the reference in that provision to a director (or a person purporting to act as a director) were a reference to a partner or manager (or a person purporting to act as a partner or manager, as the case may be) of the limited liability partnership.
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;
A culpable officer provision is a provision in any written law to the effect that where a body corporate, corporation or company is guilty of a particular offence, a director of the body corporate, corporation or company is also guilty of that offence in any one or more of the following circumstances:
corporation
“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes —(a)any limited liability partnership registered under this Act; and(b)any foreign company,but does not include —(c)any corporation sole;(d)any co-operative society; or(e)any registered trade union;
if the offence is proved to have been committed with his or her authority;
if the offence is proved to have been committed with his or her consent or connivance;
if the offence is proved to be attributable to or to have been facilitated by any neglect on his or her part;
if the offence is proved to be attributable to any act or default on his or her part;
if he or she fails to prove that the offence was committed without his or her consent or connivance, and that he or she had exercised such diligence to prevent the commission of the offence as he or she ought to have exercised having regard to the nature of his or her functions in that capacity and to all the circumstances.[58