Limited Partnership Regulations, 2018 (SI 2018 No. 9)

Summary

These Regulations, made under the Limited Partnership Act, 2017, set out detailed procedural rules for limited partnerships registered in the Virgin Islands. They cover naming requirements (including foreign character names), liquidation procedures, the content of the Register of Registered Charges and certificates of good standing, certification of translations, restrictions on filings by legal practitioners, and include a model limited partnership agreement in Schedule 2.

• Names: A limited partnership name may contain no more than 100 permitted characters; non-English names require a certified translation; names using restricted words require prior written Commission approval.
• Foreign character names: Sets out application, approval, registration, change and de-registration procedures for foreign character names, including Registrar powers to refuse or direct a change.
• Liquidation: Specifies who is disqualified from acting as a voluntary liquidator (disqualified/restricted persons, minors, undischarged bankrupts) and requires filing and newspaper advertisement of a liquidator's appointment before assuming duties.
• Registers and certificates: Prescribes the mandatory content of the Register of Registered Charges and of certificates of good standing issued by the Registrar.
• Approved forms: Confirms the Commission publishes approved forms by posting them on its website.
• Certification of translations/statements: Requires translations and statements filed with the Registrar to be certified or verified before a Notary Public, oath administrator, or equivalent, with alternative provisions for court- or government-appointed translators.
• Legal practitioner filings: Restricts legal practitioners from filing a change of registered office or registered agent unless they have notified the registered agent and, where AML customer due diligence arrangements exist, obtained or carried out the required due diligence confirmations.
• Model agreement: Schedule 2 provides a model limited partnership agreement that partnerships may adopt, covering management, profit sharing, voting, admission of partners, amendments, books and records, and term.

The Regulations are deemed to have come into force on 11 January 2018, notwithstanding gazettal on 21 February 2018, and remain in force as part of the Virgin Islands limited partnership regulatory framework.

Key obligations

• A limited partnership's name must not exceed 100 permitted characters and non-English names must be accompanied by a certified translation.
• An application to use a restricted word, phrase or abbreviation in a name must be accompanied by the Commission's prior written approval.
• Applications to register, change or approve a foreign character name must be accompanied by a certified statement confirming its meaning or equivalence.
• A person appointed as liquidator under section 88 of the Act must file a notice of appointment and advertise it in a Virgin Islands newspaper (and, where applicable, a newspaper where the partnership's principal place of business is located) before assuming any duties as liquidator.
• Where the Registrar issues a notice directing a change of foreign character name, the limited partnership must comply by the date specified, which must be at least 14 days after the notice.
• A legal practitioner filing a notice of change of registered office or registered agent must first notify the registered agent in writing of the intended change and provide the authorising resolution or document.
• Where AML customer due diligence arrangements apply, a legal practitioner must obtain written confirmation of up-to-date due diligence from the registered agent, or if not received within 2 days of notification, must carry out the required due diligence itself.
• Under the model agreement, the General Partner must notify the registered agent of any change to the register of general or limited partners, or to the address where records are kept, within 14 days of the change.

Applies to

limited partnerships, general partners, limited partners, registered agents, liquidators, legal practitioners

Deadlines

• 11th day of January, 2018: Regulations deemed to have come into force
• at least 14 days after the date of the notice: Deadline set by Registrar for a limited partnership to change a non-compliant foreign character name
• 2 days after providing the registered agent with notification: Period within which a legal practitioner must receive CDD confirmation before being required to carry out due diligence itself
• within 14 days of such change: Model agreement requirement for the General Partner to notify the registered agent of changes to the partner registers or records address