Financial Services (Limited Partnership Fees) Regulations (Revised 2020)

Summary

This regulation sets out the schedule of fees payable to the BVI Registrar under the Limited Partnership Act for registration, filing, and other statutory transactions involving limited partnerships. It applies fees ranging from routine filings and inspections to registration, continuation, merger, dissolution, and restoration of limited partnerships, and fixes an annual fee structure with escalating late-payment amounts.

• Registration and formation: Registration of a limited partnership costs $750; name reservation (90 days) $50; consent to use a restricted word or phrase $200.
• Changes to particulars: Filing a notice of change in registered particulars is $50 if filed within 14 days, rising to $100 (15-29 days), $150 (30-89 days), and $200 (90+ days after the change).
• Charges over partnership assets: Fees apply for application, registration, variation, satisfaction or release of registered charges, ranging from $100 to $200 per step.
• Continuation, merger and arrangements: Fees apply to foreign limited partnerships continuing under the Act ($100-$1,000), continuance under foreign law ($100-$1,500), mergers/consolidations ($100-$2,000), and schemes of arrangement ($1,500-$2,500).
• Liquidation, striking off and restoration: Fees apply for filing notice of liquidator appointment ($150), striking a partnership off the Register ($100), and restoration to the Register ($500 if within 6 months of striking off, $1,500 if later, or $2,500 by court order).
• Inspections and certificates: Fees range from $30-$50 for inspecting records or the Register of Registered Charges, and $75 for certificates of good standing or confirming Register information.
• Annual fee: A limited partnership on the Register on 31 December owes an annual fee of $750 if paid by 30 April of the following year, rising to $850 (by 31 July), $1,000 (by 31 October), and $1,150 thereafter.

The Regulations do not create new substantive duties beyond payment of these prescribed fees for the corresponding statutory filings and registrations under the Limited Partnership Act.

Key obligations

• Pay the prescribed fee for each registration, filing, or application made under the Limited Partnership Act as set out in the Schedule.
• File a notice of change in registered particulars within 14 days of the change to qualify for the lowest fee tier ($50), or pay higher fees ($100, $150, or $200) for later filings.
• Pay the annual fee for each limited partnership on the Register as at 31 December, with the amount increasing depending on how late after 30 April, 31 July, or 31 October of the following year payment is made.
• Pay the applicable fee when applying to restore a limited partnership to the Register, with the amount depending on whether the application is made within or after 6 months of being struck off.

Applies to

limited partnerships, foreign limited partnerships, registered agents

Deadlines

• within 14 days of the change notified: Lowest fee tier ($50) for filing notice of change in registered particulars
• more than 14 days but less than 30 days after the change notified: Fee of $100 for filing notice of change in registered particulars
• more than 30 days but less than 90 days after the change notified: Fee of $150 for filing notice of change in registered particulars
• more than 90 days after the change notified: Fee of $200 for filing notice of change in registered particulars
• on or before 30 April of the following year: Annual fee of $750 payable by a limited partnership on the Register as at 31 December
• after 30 April but on or before 31 July of the following year: Annual fee increases to $850
• after 31 July but on or before 31 October of the following year: Annual fee increases to $1,000
• after 31 October of the following year: Annual fee increases to $1,150
• 6 months or less after being struck from the Register: Restoration fee of $500
• more than 6 months after being struck from the Register: Restoration fee of $1,500
• 90 day period: Name reservation validity period, fee $50