Incorporated Limited Partnerships (Jersey) Law 2011

Summary

This Law creates the framework for Incorporated Limited Partnerships (ILPs) in Jersey: partnerships that, unlike ordinary limited partnerships, have separate corporate legal personality, perpetual succession and unlimited capacity. It sets out how ILPs are formed and registered, the rights and duties of general and limited partners, record-keeping and accounting requirements, and offences for non-compliance.

• Formation and registration: An ILP is not formed until a declaration signed by each general partner is delivered to and registered by the registrar, who then issues a certificate; the partnership comes into being on issue of that certificate.
• Ongoing filings: Any change to the particulars in the declaration must be notified to the registrar via a signed statement within 21 days, triggering an amended certificate; default is an offence for each general partner.
• Name requirements: The partnership name must end with 'Incorporated Limited Partnership' or an approved abbreviation, and restrictions apply to using a limited partner's name in the partnership name.
• Registered office and records: An ILP must maintain a Jersey registered office and keep specified records there (partner register, declaration, partnership agreement, contribution statements), amended within 21 days of any change and open for partner inspection.
• Accounts: ILPs must keep accounting records sufficient to show and explain transactions and disclose financial position with reasonable accuracy; an auditor is not required unless the partnership agreement or Regulations provide otherwise.
• General partner duties and liability: General partners must act honestly and in good faith in the partnership's best interests and exercise reasonable care and skill; each general partner is personally liable to make good any debt the partnership fails to discharge.
• Limited partner profit distributions: A limited partner may only receive a stipulated share of profits if the partnership is solvent at the time; if paid while insolvent, the payment is repayable with interest for up to 6 months to the extent needed to meet partnership debts incurred while it was an asset of the partnership.
• Offences: Various defaults (failure to amend the declaration, failure to maintain the registered office or records, failure to keep proper accounts) are offences carrying a fine at level 3 on the standard scale.

The Law also empowers the States to make Regulations (for example disqualifying general partners or requiring audits) and the Minister to make Orders to give effect to the Law, and confirms that the Limited Partnerships (Jersey) Law 1994 does not apply to ILPs.

Key obligations

• General partners must deliver a signed statement of any change to the declaration's particulars to the registrar within 21 days of the change.
• An ILP must keep a registered office in Jersey and keep specified partner and partnership records there, amending those records within 21 days of any change in the particulars.
• An ILP must keep accounting records sufficient to show and explain its transactions and disclose its financial position with reasonable accuracy at any time.
• A limited partner who receives a profit distribution while the partnership is insolvent must repay it, with interest, within 6 months, to the extent needed to discharge partnership debts incurred during that period.
• Each general partner is personally liable to make good any debt or obligation the partnership fails to discharge as it falls due.
• General partners must act honestly and in good faith in the partnership's best interests and exercise reasonable care, diligence and skill in managing the partnership.
• A person must obtain written consent or ratification of all limited partners before a general partner takes certain actions (e.g. admitting new partners, disposing of partnership property for non-partnership purposes).

Applies to

incorporated limited partnerships, general partners, limited partners, registrar of incorporated limited partnerships, Jersey Financial Services Commission

Deadlines

• 21 days of the date of the change: General partner must deliver to the registrar a statement of any change in the declaration's particulars (other than registered office).
• 21 days of any change in the particulars: Records kept at the registered office (partner register, contribution statements, etc.) must be amended.
• 14 days beginning on the date the notice of registered office change is registered: Documents may still be validly served at the previous registered office during this period.
• 6 months from the date of receipt of a profit payment made while insolvent: Limited partner must repay the profit share received in breach of the solvency requirement, with interest, to the extent needed to discharge partnership debts.

Related documents

• Incorporated Limited Partnerships (Jersey) Regulations 2011 is made under this document
• Financial Services (Disclosure and Provision of Information) (Jersey) Regulations 2020 amends this document
• Incorporated Limited Partnerships (Jersey) Order 2011 is made under this document