Limited Partnerships (Guernsey) Law, 1995

Summary

This is Guernsey's principal statute governing the formation, operation, dissolution and striking off of limited partnerships. It sets out the constitutional requirements for general and limited partners, registration and record-keeping duties, beneficial ownership and resident agent requirements, and the Registrar of Companies' enforcement powers, including civil penalties, information requests and site visits.

• Formation and registration: A limited partnership must be registered with the Registrar, have a written partnership agreement, maintain a registered office in Guernsey at all times, and display a notice of its name at that office.
• Ongoing filings: Any change in registered particulars (such as registered office or general partners) must be notified to the Registrar; the Register is a public record open to inspection.
• Conduct requirements: Limited partnerships must keep records, and in specified circumstances appoint qualified auditors who report on the partnership's affairs.
• Beneficial ownership (Part IVB): Limited partnerships within scope must have a resident agent, who must maintain records, verify and disclose beneficial ownership information to the Registrar, and is subject to duties on incorporation, resignation and confidentiality (tipping off restrictions).
• Dissolution and striking off: The law provides for voluntary and Royal Court-ordered dissolution, and for the Registrar to strike off defaulting or defunct partnerships, with mechanisms for restoration to the Register.
• Registrar's enforcement powers: The Registrar may request information and documents, conduct site visits, apply civil penalties, private reprimands or public statements, and refer matters for prosecution; failure to comply with information requests is itself an offence.
• Fees and offences: Fees are payable as prescribed by regulations, and the law creates offences (including for false statements, misuse of restricted names, and non-compliance) with associated penalties.

The version reviewed is a consolidated text incorporating numerous amending laws, ordinances and regulations up to 2025 (including beneficial ownership amendments in 2022 and fee changes in 2025). Practitioners should treat obligations relating to resident agents, beneficial ownership disclosure, annual validations and civil penalties as continuing compliance requirements rather than one-off actions.

Key obligations

• Every limited partnership must be registered under section 8 and hold a certificate of registration before conducting business as a limited partnership.
• Every limited partnership must at all times maintain a registered office in Guernsey and display a notice of its name at that office.
• Any change in registered particulars (e.g. registered office, general partners) must be notified to the Registrar.
• Limited partnerships must keep proper records as required under section 15.
• Where applicable, limited partnerships must appoint qualified auditors and obtain an auditors' report.
• Limited partnerships within the scope of Part IVB must appoint and maintain a resident agent, who must verify and disclose beneficial ownership information to the Registrar.
• Resident agents and others must not tip off subjects of beneficial ownership disclosure or Registrar investigations, subject to limited exceptions.
• Partnerships and general partners must comply with Registrar requests for information, documents and site visits under sections 33H to 33M, or face penalties for non-compliance.
• Fees prescribed under section 36 and related regulations must be paid to the Registrar.

Applies to

limited partnerships, general partners, limited partners, resident agents, auditors

Related documents

• This document amends Borrowing (Control) (Bailiwick of Guernsey) Law, 1946
• Limited Partnerships (Fees) Regulations, 2020 is made under this document
• Protection of Investors (Bailiwick of Guernsey) Law, 2020 amends this document
• Machinery of Government (Transfer of Functions) (Guernsey) Ordinance, 2003 (Consolidated text) amends this document