Partnership (Amendment) Act, 2023

Summary

This Act amends the BVI Partnership Act, Revised Edition 2020, by inserting a new Part VI that creates a full statutory regime for limited partnerships in the Virgin Islands, covering both local limited partnerships and international limited partnerships. It replaces the previous partnership framework with detailed rules on formation, registration, permitted activities, registers, name requirements, liability, and winding-up and dissolution.

• Formation and registration: Two or more persons forming a limited partnership must execute articles, submit them to a registered agent, and cause a memorandum containing prescribed details to be submitted to the Registrar of Limited Partnerships; the Registrar then issues a certificate of limited partnership.
• Permitted and restricted activities: A limited partnership cannot carry on banking, trust, or insurance business, or company management business unless licensed or exempt; international limited partnerships additionally cannot carry on business with Territory residents or own Territory real property except a permitted lease.
• Registers and records: General partners must maintain a register of general and limited partners with names, addresses and dates of admission/cessation, keep it at the registered agent's office, and allow inspection on payment of the prescribed fee.
• Notifications and amendments: Any change to details in the memorandum requires submission of a supplementary memorandum to the Registrar; an international limited partnership that ceases to meet its qualifying requirements for a continuous 30 day period must notify the Registrar.
• Naming rules: A limited partnership's name must end with 'Limited Partnership' or 'L.P.', cannot duplicate or closely resemble an existing entity's name, and cannot use restricted words (e.g. Bank, Trust, Insurance) without approval; names may be reserved with the Registrar for 90 day periods.
• Winding-up and dissolution: On dissolution, a liquidator must file a statement confirming completion with the Registrar, who then strikes the partnership off the register and issues a certificate of dissolution; notice of dissolution (and of any rescission of dissolution) must be published in the Gazette and a local publication.
• Offences: Failure to comply with register-keeping, notification of loss of international status, or dissolution publication requirements is an offence attracting summary conviction fines (up to $10,000 for register breaches, and daily fines of $100 for continuing contraventions).

The Act itself does not commence automatically; it takes effect on a date the Minister appoints by Notice in the Gazette, which was not specified in the text reviewed.

Key obligations

• Persons forming a limited partnership must execute articles, submit them to a registered agent, and submit a memorandum with prescribed details to the Registrar (s.53).
• General partners must maintain a register of general and limited partners with specified particulars and keep it (or a copy) at the registered agent's office (s.54(2)-(3)); breach is an offence with a fine up to $10,000.
• Where a change occurs to any detail in the registered memorandum, the limited partnership must submit a supplementary memorandum to the Registrar (s.57(2)).
• An international limited partnership that ceases to satisfy the qualifying requirements for a continuous 30 day period must notify the Registrar upon expiration of that period, or its general partner commits an offence with a fine of $100 per day of continuing contravention (s.51).
• A limited partnership's name must end with 'Limited Partnership' or 'L.P.' and must not use restricted or misleading words without Registrar approval (s.59).
• On completion of winding-up, the liquidator must submit a statement of completion to the Registrar and publish notice of dissolution in the Gazette and a local publication (s.105(5)-(7)).
• If a limited partnership rescinds dissolution before filing articles of dissolution, it must publish notice of the rescission in the Gazette and a local publication within 30 days of notifying the Registrar (s.106(3)).
• Where general partners or a liquidator believe the limited partnership cannot pay its debts in full, they must immediately give notice of that fact to the Registrar (s.107(1)).

Applies to

limited partnerships, local limited partnerships, international limited partnerships, general partners, limited partners, registered agents

Deadlines

• such date as the Minister may by Notice in the Gazette appoint: Commencement date of the Act (not yet fixed at time of enactment).
• 30 days: Continuous period after which an international limited partnership that no longer meets qualifying requirements must notify the Registrar.
• 90 days: Period for which a reserved limited partnership name is held, renewable for successive 90 day periods.
• 60 days: Period within which a limited partnership must change its name after Registrar's notice, or the Registrar will change it.
• 30 days: Deadline for publishing notice in the Gazette after rescinding an intended winding-up and dissolution.
• up to 30 days after articles of dissolution are registered: Permitted delay for the stated commencement date of winding-up and dissolution set out in the articles of dissolution.

Related documents

• This document amends Partnership Act (Revised 2020)