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Simple Limited Partnership Abu Dhabi

Article (47) of Federal Law No (8) of 1984 defined a simple limited partnership as being a company formed by one or more general partners liable for the company liabilities up to the extent of all their assets, and one or more limited partners liable for the company liabilities up to the extent of their respective shares
in the capital only. All general partners in a simple limited partnership should be holders of the UAE nationality.

The name of a simple limited partnership should be formed of the names of one or more of the general partners with an additional indication to the existence of a company. In addition to the aforementioned, the company may have an innovated trade name. But, in all cases, the name of any limited partner should not be mentioned in the company name. In case it so happens with the knowledge of such a limited partner, he should be viewed as a general partner vis-à-vis any other bona - fide third party.

A simple limited partnership is considered a partnership company vis-à-vis the general partners. This means that they wilt be liable for its obligation or liabilities in all their assets, whereas the limited partners will be liable for such obligations within the limits of their share in the capital.

However, in addition to the general particulars, the company memorandum should include the name; surname; nationality; date of birth and domicile of each limited partner in addition to his share in the capital and the paid - up amount thereof.

A limited partner may not interfere in any management functions involving a third party even if he has been so authorized. However, he may contribute to internal managerial performances within the limits provided for in the company memorandum. He may, also have the right to request access to the profit/loss accounts and the balance

Sheet, so as to make sure of accuracy. He may, further have the right to review the company books and documents, whether by himself or upon a power of attorney made in favor of another partner or a third party, provided that this would not cause damage to the company, or hindrance to its functions.

On another scale, if a limited partner performed any management function prohibited by the law, even if this occurred upon an explicit authorization (power of attorney) or implicitly by general partners, they all will be jointly liable for any obligation arising from such performance.

With regard to the company decisions, the law provided that the decisions of a simple limited partnership should be taken by unanimous consensus of all general and limited partners unless otherwise, the company memorandum provides that majority of votes would be suffice. Hence, the numerical majority would be adopted or counted upon unless, it is otherwise provided.

As for those decisions relating to the amendment of the company memorandum, the law stipulated that such decisions should not be valid unless they are issued upon unanimous consensus of all general and limited partners.