An International Limited Partnership is a partnership which

  consists of one or more general partners;

  is formed for any lawful purpose to be carried out;

  is undertaken in or from within Brunei Darussalam or elsewhere; and

  is registered in accordance with ILPO;

  does not carry on business with any person resident in Brunei Darussalam.

In an ILP, a general partner is personally liable for all the debts and obligations of the ILP but, except in so far as the partnership agreement or ILPO otherwise provides, a limited partner is not so liable.  At the time of becoming a limited partner, a limited partner contributes, or undertakes to contribute, a stated amount (or property valued at a stated amount) to the capital of the partnership.  Provision for confirmation of value exists.

At least one partner in an ILP shall be an IBC, a trust corporation or a wholly-owned subsidiary thereof or a partnership which is an ILP.  Subject to that, the partners in an ILP shall be resident domiciled, established, incorporated or registered in a country or territory outside Brunei Darussalam.

Every ILP must-

  have a name which includes the words "International Limited Partnership" or the letters "ILP";

  maintain a registered office in Brunei at the registered office of a trust corporation; and

  keep at its registered office such accounts and records as are sufficient to show and explain the ILP's transactions and to disclose with reasonable accuracy, at any time, the financial position of the ILP at that time.

Except as permitted or required under ILPO, a limited partner shall not take part in the conduct of the business of an ILP, and all letters, contracts, deeds, instruments or documents whatsoever must be entered into by the general partner on behalf of the ILP.  If a limited partner, other than a trust corporation acting in such capacity for the purposes of ILPO, takes part in the conduct of the business of the ILP in its dealings with persons who are not partners, then, in the event of the insolvency of the ILP, the limited partner may be liable as though he or she were a general partner.

ILPs are registered through a trust corporation by the payment of a year one fee of US$500.  The annual renewal fee thereafter is US$400.  A statement must be filed by the trust company concerned setting out: 

a、       the name of the ILP;

b、       the general nature of the business of the ILP;

c、       the address in Brunei Darussalam of the ILP;

d、       the term, if any, for which the ILP is entered into or, if it is for unlimited duration, the date of its commencement and that the ILP is without limit of time; and

e、       the full name and address of the general partner or, if there is more than one, of each general partner.

A Certificate of Due Diligence and a Certificate signed by the trust corporation certifying that the requirements of the Order in respect of registration have been compiled with must also be filed. Until the date indicated on the Certificate of Registration (issued by the Registrar) of an ILP no limited partner in the ILP to which the certificate relates has limited liability.

The ILP Registrar maintains a record of each ILP and on payment of the prescribed fee any partner, director however described or liquidator of the ILP, the Authority or the trust corporation for the time being of the ILP or any other person with the written permission of such director, partner or liquidator pr who can demonstrate to the Authority or the ILP Registrar that he has a cogent reason for doing so.

If at any time any change is made in any of the matters previously specified and filed, an ILP must be filed, within sixty days of the change, a statement in the prescribed form including, where a new partner is to be admitted an appropriate re-affirmation of the certificate of due diligence, specifying the nature of the change.  A brief annual return is required to be filed each year.  Registration of an ILP may be revoked by the ILP Registrar acting on the advice of the Authority on the grounds set out in ILPO.  However, where the ILP Registrar intends to revoke the legislation of an ILP he must give notice of his intention to the registered office of the ILP and allow a reasonable opportunity to show cause why the registration of partnership should not be revoked.