Malaysia legislation

Section 11

of LABUAN LIMITED PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS ACT 2010

Section 11

(a)

do an act which makes it impossible to carry on the activities of the Labuan limited partnership;

Labuan Limited Partnerships and Limited

Liability Partnerships 21

(b)

possess any Labuan limited partnership property, or dispose of any rights in any Labuan limited partnership property, for other than a partnership purpose; or

(c)

admit a person as a general partner or a limited partner, unless the right to do so is given in the partnership agreement.

(2)

A general partner shall, unless otherwise provided for in the partnership agreement or under this Act, carry out all the functions necessary and connected with the conduct of activities of the Labuan limited partnership, and shall discharge all obligations imposed on the general partner or on the Labuan limited partnership.

(3)

A property of a Labuan limited partnership which is transferred to or vested in or held on behalf of any one or more of the general partners or which is transferred to or vested in the name of the Labuan limited partnership shall be held or deemed to be held by the general partner, or, if more than one, by the general partners jointly, as an asset of the Labuan limited partnership in accordance with the terms of the partnership agreement.

(4)

A debt or an obligation incurred by a general partner in the conduct of the activities of a Labuan limited partnership shall be a debt or an obligation of the Labuan limited partnership.

(5)

A general partner shall at all times act in good faith in the interests of the Labuan limited partnership.

Enforcement of judgments against property of Labuan limited partnership

Section 11 — AKTA PERKONGSIAN TERHAD DAN PERKONGSIAN LIABILITI TERHAD LABUAN 2010