WEEK 10 Registration of partnership firms, Partnership becoming illegal, Partnership agreement
RF,C;IS'I'RATION 5. regist,jred. (a) {b) (d) lncorporation Ilocument.- (l) For a Linrited I-iabiiitv Pannerstip to bc t\\,o or morc persons associated tbr carying on a larvlul busincss r,r'ilh a view to profil shall have subscribed thcir names to an incorporation documenl containing such particulars as providcd in sub-scclion (2); it shall havc a registered office to which all communications. notices and other documenls may b{: addressed and served by registered post, or by courier, or by leaving it al its registered oflice or by any olher mode as ma]'he p.escribed by Comnrission through regulationsi Provided tlat a Limited Liabilit], Pannership may change the place of its registered office a1d where there is any change in lhe registered oftice of Limited I-iabilir], Partnership, notice is delivered to the Registrar within fifteen days of such change in su.h a manner as may be prescribed by thc Commission through regulations and any' such change shall only take eflict upon sen ing such nolice. the incorfroration document shall be filed in such nlanner and with such lees, as mal bc plescribed by the Comftission through regulalionst and thcrc shall he file( a statement. in lhc fbrrn prescribed by the Commission lluough Iegulations. made by either an Advocate, or a mcmber ofrhe Institute oi Chartercd ccountants or lhe Institute of Cost and Management Accountants, who is engaged in lbrmarion oI the Limited Liabilitl' Parlnership or by anyone who has subscribed his na:De to the incorporaiion docunrenl. that all the requirements of this Act and the rrles and regulations made there under have been complied with, in respect of registration and malters precedent and incidental thcrcto. (2) lhe incorporalior document shall,- (a, be in a lbrm as may be prescdbed by the Commission through regulations; 6 (b) srare rhc name ol.he Limited Liabiliry pannershipi slatc thc gcneral nature of its main business and any other incidental or ancillary obicl-l rhcrcto, which it proposes to carry ol,l as a Limited Liability Pa nership; (d) slate the Prol ince or the pan olthe Pakistan not forming pan ola Province, as lhe case rna),be in which the registered office is to be Siluatei stale the name and residential address of each of the persons who are to be parrners oflhe Limited Liability Partnership on incoeoration; ill either spccit-y which of those persons are to be designated partners or state that evcry person who from time to time is a partner of the Limited Liability I)artnership is a designaled panncr on incorporation; (S) stare thar the liabilitv ofits panncrs shall be lirnitedi and ihl contain such otller information conceming the p.oposed Limited Liability Pannership as may be prescribed by the Commission through regulations. (l) If a person makes a statement or provides any inlbrmation under sub-section (l) and sub-section (2) which he- (.) (a) knows to be false; or (b) does not helie\,e to be rrue. commits ar ollcnce lor which he shall be punishable with imprisonment for a teml which mav extend to two years and with fine which may extend to one million rupees. 6. Provision relrted to Name.- (l) Livery Limited Liability Partnership shall have rhe ccronvm 'l L P' as lhc liis( lelters ofils name. (2) No Limited Liability Partrcrship shall be registered by a name which, in lhe opinion of the Registrar is,- (a) undesirable. inappropriate or dcceptive or is designed to exploit or offend thc reli gious susceptibilities of the people; (b) identical to that of an)' Limited Liability Partnership or body corporatc or company or so nearly resembling that name as to be calculated to deceive. i) Lxcepr \.,"ith the pri(r approval olthc ('ommission in wriling. no Lirnited Liabiliry Pannelship shali be registered by r name which contains any words suggesting or calculated to suggcsl ia) the palronage ol an], past or present, Pakistani or foreign. head ol statc; ib) {c) anv conneclion \!ith lhe l'cderal Covernment or a Provincial Governmenl or anv deparlnrent of aulhority of any such Covernrncntl any connection with any corporation set up by or undcr an1- Federal or Provincial Law: or (d) the patronage ol. or any connection with, any foreign govcrnment or any international organization. (4) Whenever a quesli,)n a ses as to whelher or nol the name of a l.imited t,iability Partnership is in violation of the lbregoing provisions of the this section. the decision of the Cornnrission shall be final. (5) Ever) l.imited Liability l,artnership shall paint or afIx. and keep painlcd or allixcd. its nan1e on (hc outside cI every office or place in \ hich ils business is carried on, ina conspicuous position. in letters casily legible and in English or Urdu characters, and also, if the registered rrlficc is situate in a place beyond thc local lirnits of the ordinary original civil jurisdiction of a High Coun, in rhs sharaglsrs of one of the vemacular languages used in that place. (6) lf a t.inrited Liabilit}- Partnership does not paint or al'lix and keep painted or alfix, ils name ,o a nranner directed bl this,{ct, it shall he liable to a finc u,hich may exlend to ten thousand lupees lbr everv day during which its nanle is not so kept painted or affixed, and cvery designated panner of the Limitc(l Liability Parlnership who kno\r'ingly and willlully authorizes or permits the dcl'aulr shall be liahle ro rhe Iike penalty. (7) Withorrt prejudice to the generality of the foregoing. the Commission may through regulations prescribe for provisions relaling to - (a) Resen ation ol Dane of L imiled l-iabilily Pannership; (b ) I{ectill.alion of name of Lim iled Liabilit}, la(nership (c) (lhange ofname ofl-imited Liabilil) Partnership; {d) Publication ofname and slalement with respcct to limited liabilityl ard re) fee Io be prescribed to any ancillary mafter 7. Rcgistration of incorporation documeDt.- (1) When the requirements imposed l,] clauses (b ) and (c) ol sub-section ( l ) of section 5 have bcen complied with, the Registrar shall rctain the incorporation document and, unless thc requirement imposed by clause (a) of that suE :,:(lir.n lras nol l'ecn complied with. he shall - ra) regisrer the lncorporalion document: and ibl Bivs a cedificare rhat the Limited Liability Partnership is registercd by the name spccified in the incorporation document. (2) The Registrar'may accept the statement delivered under clause (d) ol sub-section ,l) of section 5 as sullicient evidence that the requiremeDl imposed hy clausc (a) of that subiL'ction has heen complied with. (3) ' re certilicate issued under clause (b) ol.sub-section (l) shall be signed by thc Rcgistrar and authenticated by his official seal. (1) '[he cenificate shall be conclusive evidence thar the Limited I-iability Padnership is registered bv the name specified in the incorporation document- (5) Not u,ithstariding any provision of this Act or any other law for time being in tbrce. the llc!,istrar shall refuse to register the incorporation document where he has rcasons to helieve that - (a) thc proposed business is undesirnble or unlawful; or (b) deceptive in the opinion ofthe Registar; or (c) it woultl bc contrary to the national security or interest fbr thc limited liability partnership ro be registered.