2 Status, purposes and powers of limited liability companies

(1) A limited liability company is a legal entity which is distinct from its members, manager and registered agent.

(2) A limited liability company which is organised under this Act may undertake any lawful activity, trade or business except-

(a) to (c) ……

[Paras (a) to (c) repealed by Companies, etc. (Amendment) Act 2003 Sch 2.]

(d) such business as may be prescribed.

[Para (d) amended by Companies, etc. (Amendment) Act 2003 Sch 2.]

(3) Nothing in this Act shall be interpreted as-

(a) precluding a person who carries on a business which requires licensing or authorisation under any statutory provision from forming a limited liability company; or

(b) precluding a limited liability company from holding any shares in, or debentures of a body corporate which carries on such a business,

if the applicable statutory provision does not prohibit it and the body licensing or authorising the occupation does not prohibit it in exercise of any power conferred under such provision.

(4) A limited liability company has the status and powers specified in Schedule 1.


Schedule 1 Status and Powers of Limited Liability Companies
1. To sue and be sued, complain and defend, in its name.

2. To purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated.

3. To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.

4. To lend money to and otherwise assist its members, managers and employees.

5. To purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with shares or other interests in or obligations of other limited liability companies, domestic or foreign corporations, associations, general or limited partnerships or individuals, or direct or indirect obligations of the Island or of any government, state, territory, governmental district or municipality or of any instrumentality of it.

6. To make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the limited liability company may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income.

7. To lend money for its proper purposes, invest and reinvest its funds and take and hold real property and personal property for the payment of funds so loaned or invested.

8. To conduct its business, carry on its operations and have and exercise the powers granted by this Act anywhere in the world.

9. To elect or appoint managers, officers, employees and agents of the limited liability company, and define their duties and authority, which may include authority also delegated to the members or managers under sections 17 and 18, and fix their compensation.

10. To make and alter operating agreements, not inconsistent with its articles of organisation or with the laws of the Island, for the administration and regulation of the affairs of the limited liability company.

11. To indemnify a member or manager or former member or manager of the limited liability company against expenses actually and reasonably incurred by him or it in connection with the defence of an action, suit or proceeding, civil or criminal, in which he or it is made a party by reason of being or having been such member or manager, except in relation to matters as to which he or it shall be adjudged in the action, suit or proceeding to be liable to the company for negligence or misconduct in the performance of duty or to have received improper personal benefit on account thereof

12. To make any other indemnification that is authorised by the articles of organisation or by an article of the operating agreement or resolution adopted by the members after notice.

13. To cease its activities and surrender its certificate of organisation.

14. To have and exercise all powers necessary or convenient to effect any activity, trade or business of the limited liability company.

15. To become a member of a general partnership, limited partnership, joint venture or similar association, or any other limited liability company.

16. To pay pensions and establish pension plans, pension trusts, profit-sharing plans, ownership interest bonus plans and option plans, and benefit or incentive plans for any or all of its current or former managers, officers, employees and agents.

17. To make donations for the public welfare or for charitable, scientific or educational purposes.