About limited partnerships
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Features / business structure |
Required roles |
Legislation |
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Partnership Agreement Declaration Partnership interest |
Beneficial owners Controllers General partner Limited partner Nominated person |
Limited Partnerships (Jersey) Law 1994 |
The Limited Partnerships (Jersey) Law 1994 is the primary legislation governing the formation, administration and dissolution of Jersey limited partnerships.
A limited partnership does not have its own legal personality that is separate from its partners. A limited partnership must have at least one general partner and at least one limited partner.
The general partners of a limited partnership manage the partnership. The limited partners are investors who contribute money, property, or other services but have no involvement in the day to day management of the limited partnership.
How to register a limited partnership
Limited partnership registrations can only be made by a beneficial owner who resides in Jersey or 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).
You are required to provide information on the proposed limited partnership, the 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 limited partnership is required to have a declaration which contains the following details:
- name of the limited partnership
- registered office address
- name and address of the general partners
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 partnership in Jersey.
Required roles
Beneficial owners and controllers
Any individual who ultimately owns or controls the limited partnership or exercises ultimate control over it.
Read our guidance on identifying beneficial owners or controllers.
Every limited partnership must give details of the beneficial owners and controllers upon registration or any change.
General partner
A limited partnership must have one or more general partners. A general partner can be an individual or a body corporate. General partners have unlimited liability, meaning they will be held liable for any debt or loss caused to the limited partnership.
The general partners hold the limited partnership property and only they have the power to bind the partnership.
Limited partners
There is no limit on the number of partners a limited partnership can have. A limited partner can be an individual or a body corporate.
The rights of the limited partners will be set out in the limited partnership agreement.
Nominated person
A limited partnership must have a nominated person to use myRegistry and provide information to the Registry and make submissions. Our guidance explains who is eligible to be a nominated person.
What a limited partnership must do
A 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 a partnership agreement to govern how the limited liability 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 about the entity
- update us within 21 days of any changes to the information on beneficial owners or general partner or any of the information in the declaration
- provide an annual confirmation before the end of February in each year to confirm:
- its registered office address
- the name and address of the general partners
- the limited partnership’s status (as being either continuing or winding up)
Failure to provide an annual confirmation or to update information may lead to the limited partnership’s registration being 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. It also 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 partnership
There are several ways that a limited partnership can be dissolved:
- by the general partner
- by a limited partner if there is no general partner left
- Royal Court ordered winding up
- by the Registrar if the general partner is in continuing default
The limited partnership must be wound up before it can be dissolved. The process is as follows:
- The limited partnership commences its winding up.
- The affairs of the limited partnership are wound up either by the general partner or, where there is no general partner, by a limited partner or other person authorised by the limited partnership agreement or the Court to carry out the winding up.
- On completion of the winding up process, a request for cancellation is submitted via myRegistry.
- The limited partnership is dissolved when the cancellation is registered by Registry. This is subject to the correct documentation being provided.
Reinstatement
A partner, creditor or other interested party can apply to Court to have the limited partnership reinstated up to 10 years after cancellation.
Further information
Other information about companies and other legal persons and arrangements can be found on the Government of Jersey website.
Limited partnerships - legal persons and arrangements (LPAs) (on gov.je)
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