Limited Partnership Act (Revised Edition 2020)

Summary

This is the Limited Partnership Act (Revised 2020), the core British Virgin Islands statute governing the formation, registration, operation, continuation, merger, termination and de-registration of limited partnerships. It replaced the earlier limited partnership regime under the Partnership Act 1996 and sets out the full lifecycle of a BVI limited partnership, including the roles and liabilities of general and limited partners, record-keeping duties, charges over partnership assets, and administration by the Registrar of Limited Partnerships.

• Formation and registration: Limited partnerships are formed by filing an application through a registered agent; the Registrar issues a certificate of registration stating whether the partnership has legal personality.
• Partners: Every limited partnership must have at least one general partner and one limited partner; general partners bear unlimited liability and manage the partnership, while limited partners have limited liability provided they do not take part in management.
• Registered office and agent: Every limited partnership must maintain a registered office and a registered agent in the Virgin Islands, with procedures for changing or replacing them.
• Books and records: Partnerships must keep a register of general and limited partners and maintain financial records and underlying documentation, subject to inspection rights.
• Charges: A register of charges over partnership assets must be kept, with a process for registering, varying, releasing and prioritising charges.
• Continuation, merger and arrangements: The Act allows foreign limited partnerships to continue into the BVI, BVI partnerships to continue abroad, and provides for mergers, consolidations and court-approved schemes of arrangement.
• Termination and winding up: Sets out procedures for solvent and insolvent winding up, striking off, de-registration, and restoration to the Register.
• Transition for existing partnerships: Limited partnerships formed under the old Partnership Act 1996 had to re-register under this Act during a transition period, with automatic re-registration for those that did not apply, and a subsequent duty to put in place a compliant partnership agreement.

The Act applies generally to any limited partnership formed or continued in the Virgin Islands, and to those advising or acting as registered agents, general partners or limited partners of such vehicles.

Key obligations

• A limited partnership must have a written limited partnership agreement governing partners' rights and obligations (the model agreement applies by default where no agreement is signed)
• An application for registration may only be filed by the proposed registered agent, and must specify the partnership's name, registered office, registered agent, and general partners
• A limited partnership must maintain a registered office and a registered agent in the Virgin Islands at all times, with notice of any change filed with the Registrar
• A limited partnership must maintain a register of general partners and a register of limited partners, and keep financial records and underlying documentation
• A limited partnership must maintain a register of charges over its assets and file applications to register, vary or release charges with the Registrar
• If a limited partnership ceases to have a general partner, the limited partners must admit a new general partner within ninety days (or a shorter period specified in the partnership agreement)
• An existing limited partnership under the former Partnership Act 1996 was required to apply to re-register under this Act during the transition period; those that did not were automatically re-registered
• A limited partnership automatically re-registered under the transitional provisions must put in place a compliant partnership agreement within two years of re-registration and act in accordance with the Act thereafter

Applies to

limited partnerships, general partners, limited partners, registered agents, foreign limited partnerships, existing limited partnerships formed under the Partnership Act 1996

Deadlines

• within ninety days: Limited partners must admit a new general partner within ninety days of the partnership ceasing to have a general partner, unless a shorter period is specified in the partnership agreement
• within two years after being re-registered: An automatically re-registered existing limited partnership must have a partnership agreement in place complying with section 7 and act in accordance with the Act
• during the transition period: Existing limited partnerships formed under the Partnership Act 1996 were required to apply for re-registration under this Act, or be automatically re-registered the day after the transition period expired

Related documents

• Limited Partnership (Amendment) Act, 2023 (No. 12 of 2023) amends this document
• Limited Partnership (Amendment) Act, 2024 (No. 23 of 2024) amends this document
• Limited Partnership (Amendment) Regulations, 2024 is made under this document