About limited liability partnerships

Features / business structure	Required roles	Legislation
Partnership agreement Partnership interests	Beneficial Owners Controllers Partners Secretary Nominated person	Limited Liability Partnerships (Jersey) Law 2017 Control of Borrowing (Jersey) Order 1958 Control of Borrowing (Jersey) Law 1947 Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020

The Limited Liability Partnership Law is the primary legislation governing the formation, administration and dissolution of Jersey limited liability partnerships.

A limited liability partnership has a separate legal personality and can enter into contracts, sue and be sued, all in its own name.

Each partner needs to contribute capital, effort, or skill to the business. All profits are divided between the partners and they will also all have an interest in any property owned by the structure.

Each partner’s liability is limited to the amount of their interest in the limited liability partnership although each partner is fully responsible for their own debts and any losses caused by them.

How to set up a Jersey limited liability partnership

Limited liability partnership registrations can only be made by a beneficial owner who resides in Jersey, or an entity regulated by the JFSC 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 limited liability partnership, its activities and associated 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 limited liability partnership is required is required to have a declaration which contains the following details:

the name of the limited liability partnership

the registered office address

the name and address of all the partners and secretary

the term of the limited liability partnership or whether it has unlimited duration

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 a limited liability partnership in Jersey.

Limited liability partnership fees

Required roles

Beneficial owners and controllers

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

Read our guidance on identifying beneficial owners or controllers.

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

Significant persons

The partners who are actively involved in managing the limited liability partnership are the significant persons.

Partners (owners)

A partner can be an individual or another business structure, for example a company. There is no limit to the number of partners a limited liability partnership can have.

Secretary

Every limited liability partnership needs to have a secretary, who must be:

a partner AND resident in Jersey; or

have a registered office in Jersey; or

hold a trust company business licence (category I licence)

A deputy secretary can also be appointed to carry out the secretary’s role

Nominated person

Every limited liability 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 a limited liability partnership must do

Every limited liability 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 to govern how the partnership operates

keep at its registered office a list of the name and address of the secretary and all the partners

appoint a nominated person who is resident in Jersey and authorised to provide us with 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 beneficial owners and controllers

details of partners and secretary

registered office address

that the secretary has received appropriate accounting records and any specified solvency statement

 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 limited liability 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 a limited liability partnership

There are procedures in the Limited Liability Partnerships (Dissolution and Winding Up) (Jersey) Regulations 2018 for both solvent and insolvent winding up including provisions for the appointment of a dissolution manager.

There are several ways a limited liability 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, the registration of the limited liability partnership can be cancelled and it will be dissolved.

Striking off

The Registrar has power to strike off a limited liability 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 partner, nominated person or the Attorney General, can apply to Court to have the limited liability 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.

Limited liability partnerships - legal persons and arrangements (LPAs) (on gov.je)