Limited Partnership (Amendment) Regulations, 2024

Summary

This instrument amends the Limited Partnership Regulations (Revised Edition 2020) under the BVI Limited Partnership Act. It tightens the eligibility and residency rules for voluntary liquidators of limited partnerships, adds new requirements for liquidators to collect and hand over records, and replaces the content requirements for a certificate of good standing. Commencement is not immediate: it takes effect on a date to be fixed by the Minister via Gazette notice.

• Voluntary liquidator residency: A voluntary liquidator must have been physically resident in the Virgin Islands for at least 180 days (continuously or in aggregate) before appointment; non residents (per this new test) become disqualified from acting, subject to a transitional saving for liquidators already appointed before commencement.
• Eligibility criteria for liquidators: An individual must have at least 2 years of liquidation experience, professional competence for the specific partnership, hold an insolvency practitioner's licence or an appropriate legal/accountancy qualification with relevant financial services experience, and be conversant with relevant financial services legislation.
• Filing by third parties: Notices or documents required to be filed by a liquidator may now also be filed by a qualified registered agent or a BVI legal practitioner acting on the liquidator's behalf.
• Liquidation records: A liquidator must collect records relevant to the limited partnership's compliance with sections 54 and 54A of the Act, and any other records the Commission requires; at conclusion of winding up, copies must be transmitted to the registered agent, who must retain them for at least 5 years.
• Certificate of good standing: The certificate must now confirm registration status, payment of fees and penalties, filing status of registers of general and limited partners and beneficial ownership information, absence of annual return non filing notices, and status of merger, liquidation, or strike off proceedings; it is valid for 3 months, or for a longer period tied to outstanding filing deadlines where applicable filings are not yet due.

These changes primarily affect limited partnerships, their registered agents, and individuals acting or seeking to act as voluntary liquidators of limited partnerships in the Virgin Islands.

Key obligations

• A voluntary liquidator of a limited partnership must have been physically resident in the Virgin Islands for at least 180 days (continuously or in aggregate) prior to appointment
• An individual must meet the qualification criteria (2 years liquidation experience, professional competence, relevant licence or qualification, and knowledge of relevant financial services legislation) to be eligible to act as a voluntary liquidator
• A liquidator must collect records relevant to the limited partnership's compliance with sections 54 and 54A of the Act, and any additional records required by the Commission, during the winding up
• At the conclusion of winding up, the liquidator must transmit copies of collected records to the registered agent, specifying the types of records collected
• A registered agent that receives liquidation records must keep and maintain them for at least 5 years from the date of receipt
• A certificate of good standing issued under section 112(1) must contain the specified statements regarding registration, fees, filings, and pending proceedings
• A certificate of good standing is valid for 3 months, or for a period tied to the deadline for filing outstanding registers/beneficial ownership information where such filings are not yet due

Applies to

limited partnerships, registered agents, voluntary liquidators, legal practitioners acting for liquidators

Deadlines

• date to be appointed by the Minister via Gazette notice: Commencement date of the Limited Partnership (Amendment) Regulations, 2024
• 180 days: Minimum period of physical residency in the Virgin Islands required prior to appointment as a voluntary liquidator
• 5 years from date of receipt: Period for which a registered agent must retain liquidation records received from a liquidator
• 3 months from the date stated on the certificate: Standard validity period of a certificate of good standing

Related documents

• This document is made under Limited Partnership Act (Revised Edition 2020)