Limited Partnership (Amendment) Act, 2024 (No. 23 of 2024)

Summary

This Act amends the BVI Limited Partnership Act, Revised Edition 2020, introducing a range of new filing, beneficial ownership and record-keeping duties for limited partnerships, alongside procedural changes to registered agent/office rules, restoration of struck-off partnerships, and an expanded penalty framework. It comes into force on a date to be fixed later by the Minister via Gazette notice, so the operative commencement date is not yet set in this text.

• Partnership agreement records: A limited partnership must keep a copy of its partnership agreement at its registered agent's office and file any amendment or revision with the registered agent within 15 days.
• Registers of general/limited partners: New sections 53A/53B require limited partnerships to file for registration with the Registrar copies of their registers of general partners and limited partners within 30 days of registration (or continuation), and to file any subsequent changes within 30 days of those changes occurring.
• Beneficial ownership information: Limited partnerships must collect, keep and maintain adequate, accurate and up-to-date beneficial ownership information and file it with the Registrar within 30 days of registration or continuation, subject to modified treatment for certain recognised or approved funds under the Securities and Investment Business Act/Regulations.
• Registered agent obligations: If a limited partnership has no registered agent, the general partners must promptly appoint one by resolution; a registered agent must resign if the business relationship is terminated under AML/CFT laws; and the timeframe for a partnership to change its registered agent or registered office after notice is reduced from 90 days to 60 days.
• Restoration of struck-off partnerships: An existing struck-off and de-registered limited partnership can only be restored if it has filed, or undertakes to file within 14 days after restoration, its register of general partners and beneficial ownership information; failure to do so after restoration results in the partnership being struck off again and deemed never restored.
• Penalties: A partnership restored and then struck off again for non-compliance is liable to a $5,000 penalty on any subsequent restoration application by the same person; a partnership struck off for failing to comply with the new beneficial ownership/register filing Part is liable to a $2,500 penalty on restoration (subject to exceptions).
• Other changes: The Act also provides for annual financial returns to be submitted by limited partnerships to their registered agents, modifies rules on struck-off partnerships and registered offices, expands the fees and penalties framework, and reduces the transitional period for limited partnerships registered under the Partnership Act 2020 to be automatically re-registered under the Limited Partnership Act.

Because large portions of the amending sections (covering fees, financial returns detail, and further procedural amendments) are not fully reproduced here, readers should consult the full gazetted text for complete provisions, particularly around fee schedules and the automatic re-registration transition.

Key obligations

• Keep a copy of the limited partnership agreement at the registered agent's office and file any amendment within 15 days of the amendment or revision
• File an initial copy of the register of general partners and register of limited partners with the Registrar within 30 days after registration (or, for continuations, within 30 days after continuation)
• File any changes to the registers of general partners and limited partners with the Registrar within 30 days of the change occurring
• Collect, keep and maintain adequate, accurate and up to date beneficial ownership information on each beneficial owner
• File beneficial ownership information with the Registrar within 30 days after registration or continuation (subject to modified rules for certain recognised/approved funds)
• Where a limited partnership has no registered agent, the general partners must forthwith appoint one by resolution
• A registered agent must resign if the business relationship with the limited partnership is terminated in accordance with AML/CFT laws
• Change of registered agent or registered office following notice must occur within 60 days (reduced from 90 days)
• On restoration of a struck-off limited partnership, file (or undertake to file within 14 days after restoration) the register of general partners and beneficial ownership information

Applies to

limited partnerships, general partners, registered agents, private funds, professional funds, public funds, private investment funds, incubator funds, approved funds

Deadlines

• date to be appointed by the Minister by Notice in the Gazette: Commencement date of the Act (not yet specified)
• within 15 days of the amendment or revision: Filing an amended or revised limited partnership agreement with the registered agent
• within 30 days after the date of registration (or continuation): Initial filing of registers of general partners and limited partners with the Registrar
• within 30 days of any changes occurring: Filing changes to the register of general partners or limited partners
• within 30 days after the date of registration (or continuation): Filing beneficial ownership information with the Registrar
• within 60 days: Changing registered agent or registered office after notice (reduced from 90 days)
• within 14 days after restoration: Filing register of general partners and beneficial ownership information for a restored struck-off limited partnership

Related documents

• This document amends Limited Partnership Act (Revised Edition 2020)
• Limited Partnership (Amendment) Act, 2024 Commencement Notice (SI 2024 No. 64) (2024-12-12) commences this document