Basel logo

Jersey Limited Partnerships

The limited partnership provides an attractive alternative to the limited company as a vehicle for investors wishing to become involved in new business ventures. It is particularly useful where finance is required for an initial stage of research and development or where, for any other reason, profit is not expected to flow from the business during the initial stages of its operations.

A Jersey limited partnership may be formed by any number of general partners and any number of limited partners, but must have at least one general partner and one limited partner who can in either case be an individual or a company. Although Jersey law permits a person to be both a general partner and a limited partner at the same time, a limited partnership cannot be formed by a single person.

Limited partners are essentially passive investors whose liability for partnership debts is limited to the capital they have agreed to contribute to the partnership. General partners have unlimited liability for partnership debts in the same way as a partner in an ordinary partnership. It is usual, however, for a general partner to be a company. General partners have sole responsibility for managing the partnership: limited partners may not participate in management since if they do, they will lose the benefit of limited liability for the partnership debts. Notwithstanding this, a limited partner is permitted to:

and will not be regarded as participating in management as a result of engaging in such activities. A limited partner may assign his interest in the limited partnership either in whole or in part in accordance with the terms of the partnership agreement or with the unanimous consent of all the limited and general partners.

Establishment

In order to form a Jersey limited partnership, the partners must enter into a partnership agreement setting out the terms on which they have agreed to carry on business together, and the general partner must file a declaration with the registrar of limited partnerships together with the registration fee of £500. The limited partnership will not come into existence until the registrar has issued a certificate of registration of the declaration and the limited partnership should not commence business before this date. The declaration to be filed with the Registrar should state:-

If the general partner is a company, the following further information should be submitted at the time the declaration is filed:-

Before the limited partnership may raise capital from the partners, consent pursuant to the Borrowing (Control) (Jersey) Law 1947 must be obtained. If the limited partnership is to operate as a collective investment fund by reason of the offer of limited partnership interests to the public, it will be necessary to comply with Jersey legislation regulating collective investment funds (see our client guide to Collective Investment Funds).

General requirements

Taxation

Jersey limited partnerships are “fiscally transparent”. A limited partnership is not subject to tax as a separate entity. Instead each partner is liable to tax on its share of the partnership profits or losses. Partners should therefore be able to set off against other income liable to taxation their agreed share of any partnership losses. Partners who are not resident in Jersey will be liable to Jersey income tax only if and to the extent that the income of the partnership arises in Jersey.

Dissolution

A limited partnership will be dissolved if:-

A limited partnership will not be dissolved by the death, bankruptcy, retirement or withdrawal of a limited partner.

On dissolution, unless the partnership agreement provides otherwise, the remaining assets of the limited partnership, after paying third party creditors, must be applied as follows:-

This document is a brief guide to subject matter covered, and is not intended to be a detailed or comprehensive statement of the law. It should not be treated as legal advice. Clients are urged to take professional legal and other appropriate advice before pursuing any particular course of action. For more detailed information and professional advice on your own situation please contact Michael Blackie, Frank Gee or Julie Coward at Basel Trust Corporation.

Basel Trust Corporation (Channel Islands) Limited
PO Box 484
3 Old Street
St. Helier
Jersey
JE4 5SS

Telephone: +44 (0)1534 500 900
Facsimile: +44 (0)1534 500 901

E-mail: [email protected]

Regulated by the Jersey Financial Services Commission in the conduct of Trust Company business.