About incorporated limited partnerships

Features / business structure	Required roles	Legislation
Partnership agreement Partnership interests	Beneficial owners Controllers General partner Limited partner Nominated person	Incorporated Limited Partnerships (Jersey) Law 2011 Control of Borrowing (Jersey) Law 1947 Control of Borrowing (Jersey) Order 1958 Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020

The Incorporated Limited Partnerships Law is the primary legislation governing the formation, administration and dissolution of Jersey incorporated limited partnerships.

An incorporated limited partnership has a separate legal personality which means it can act and be party to legal proceedings in its own name. Unlike a traditional limited partnership and separate limited partnership, it is incorporated so it continues to exist regardless of what happens to the partners.

An incorporated limited partnership must have one or more general partners, who have unlimited liability for any debts of the partnership, and one or more limited partners.

An incorporated limited partnership operates in accordance with a partnership agreement which sets out the rights and obligations of the partners among themselves.

How to set up a Jersey incorporated limited partnership

Incorporated limited partnership registrations can be made by an entity regulated by the Jersey Financial Services Commission with the relevant licence to provide formation services.

Our guidance on registering a partnership takes you through each stage of the process and tells you what information you need to provide.

The registration process includes an application for consent to create partnership interests under the Control of Borrowing (Jersey) Order 1958 (COBO consent).

Partnership forms

You are required to provide information on the proposed incorporated limited partnership, its activities and related parties. Consideration is given to:

• the need to protect the integrity of the Island in commercial and financial matters

• the need to protect against money laundering, terrorist financing and the proliferation of weapons of mass destruction

• the best economic interests of the Island

Every incorporated limited partnership is required to have a declaration which contains the following details:

• the name of the incorporated limited partnership
• registered office address
• the name and address of the general partners
• confirmation that a partnership agreement has been executed

You must provide us with the declaration. This will be available for public inspection. If there is any change to the information in the declaration, we must be notified within 21 days.

Fees

You will need to pay fees to register an incorporated limited partnership in Jersey.

Incorporated limited partnership fees

Required roles

Beneficial owners and controllers

Any individual who ultimately owns or controls the incorporated limited partnership or exercises ultimate control over it.

Read our guidance on identifying beneficial owners or controllers.

Every incorporated limited partnership must give details of the beneficial owners and controllers upon registration or any change.

Significant persons

A general partner is a significant person of the incorporated limited partnership.

General partner

General partners have unlimited liability for the debts of the partnership.

The general partner has a duty to act honestly and in good faith with a view to the best interests of the incorporated limited partnership.

Limited partners

The limited partners have limited liability and will not personally be held liable for any debt or loss of the separate limited partnership. There is no limit on the number of limited partners. A person may be a general partner as well as a limited partner.

Nominated person

Every incorporated limited partnership must appoint a nominated person to act as the main contact with the Registry and provide information. Our guidance explains who is eligible to be a nominated person.

Appoint a nominated person

What an incorporated limited partnership must do

An incorporated limited partnership must:

• have a registered office in Jersey
• have a minimum of two partners who intend to conduct business with the aim of making a profit
• have an agreement between the partners which will govern how the partnership operates
• keep at its registered office a register of all the limited partners and their contributions
• keep at its registered office a copy of the declaration and the partnership agreement
• appoint a nominated person who is resident in Jersey and authorised to provide us with certain information
• update us within 21 days of any changes to the information on beneficial owners, controllers or partners
• provide an annual confirmation statement before the end of February in each year to confirm:
  • details of the beneficial owners and controllers
  • details of the partners
  • registered office address

Our guidance explains the requirements for providing and updating information and the penalties for failing to comply.

Failure to provide an annual confirmation statement or to update beneficial owner or other information may lead to the incorporated limited partnership having its registration cancelled.

Compliance with international standards

By providing us with accurate and up-to-date information, it enables transparency and ensures Jersey’s compliance with international standards and allows us to provide information to law enforcement agencies and tax authorities as to who really owns and controls Jersey entities.

Winding up and dissolving an incorporated limited partnership

There are procedures in the Incorporated Limited Partnerships (Jersey) Regulations 2011 for both solvent and insolvent winding up including provisions for the appointment of a liquidator.

There are several ways an incorporated limited partnership can be wound up and dissolved:

• by agreement of the partners
• where there are less than two partners left
• by any act of a partner, or by any occurrence in accordance with the partnership agreement
• Royal Court ordered dissolution

When winding up is completed, a request for cancellation must be submitted. Once this is registered, the registration of the incorporated limited partnership is cancelled and it will be dissolved.

Striking off

The Registrar has power to strike off an incorporated limited partnership which does not submit its annual confirmation statement or comply with the other requirements of the Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 .

Reinstatement

A general partner, nominated person or the Attorney General, can apply to Court to have the incorporated limited partnership reinstated up to 10 years after dissolution or strike off.

Further information

Other information about companies and other legal persons and arrangements can be found on the Government of Jersey website.

Incorporated Limited Partnership - legal persons and arrangements (LPAs) (on gov.je)