Limited Liability Partnerships (Jersey) Law 2017

Summary

This Law establishes the legal framework for limited liability partnerships (LLPs) in Jersey, covering their formation, registration, internal governance, dissolution and winding up. It sets out the essential features of an LLP (a legal person distinct from its partners, with limited liability for partners subject to exceptions), and imposes ongoing administrative and record keeping duties on LLPs and their secretaries.

Formation and status: An association of persons carrying on business for profit may register as an LLP once the registrar issues a certificate; the LLP then becomes a legal person distinct from its partners.
Liability: The LLP itself is liable for partnership debts and losses; partners and former partners are generally not personally liable, except for their own personal debts, losses they personally caused, or improper withdrawals of partnership property.
Name requirements: An LLP's name must end with 'Limited Liability Partnership' (or 'LLP'/'L.L.P.'), and its name, registration number and the words 'registered as a limited liability partnership in Jersey' must appear on business letters, invoices, notices and other official documents.
Registered office and records: Every LLP must maintain a registered office in Jersey and keep specified records there, including a list of partners and the secretary's details, the declaration, the most recent annual return, and recent solvency statements, available for inspection by partners or the secretary.
Secretary: An LLP must appoint a secretary who is responsible for maintaining required records.
Accounts, audit and solvency: LLPs are subject to accounting and audit requirements and provisions on specified solvency statements governing distributions to partners.
Economic substance: LLPs are subject to an economic substance test under Article 23A, reflecting Jersey's economic substance regime for partnerships.
Registration, dissolution and cancellation: The Law governs amendment of the LLP's declaration, dissolution of an LLP, and cancellation of its registration by the registrar.
Offences: Giving false or misleading information to the registrar, and certain failures to comply with name, registered office or documentation requirements, constitute criminal offences, with liability extending to partners, directors and other officers.

The Jersey Financial Services Commission (JFSC) is defined as the 'Commission' for purposes of the Law, and the registrar (appointed under Article 27) administers registration, records inspection, fees and enforcement functions such as compliance orders.

Key obligations

An LLP's name must end with 'Limited Liability Partnership' or the abbreviation 'LLP'/'L.L.P.'
An LLP must display its name, identifying number and the words 'registered as a limited liability partnership in Jersey' on business letters, statements of account, invoices, order forms, notices, negotiable instruments and letters of credit
An LLP directed by the registrar to change a misleading or undesirable name must comply within 3 months of the direction (or such longer period as the registrar allows), unless it applies to the Court within 21 days to set the direction aside
Where the Court confirms a name-change direction, the LLP must comply within the period set by the Court (not less than 28 days from confirmation)
An LLP whose name is inscribed in the Public Registry as holder of, or having an interest in, immovable property must deliver a copy of its name-change certificate to the Judicial Greffier within 14 days of issue
An LLP must maintain a registered office in Jersey and keep specified records there (partner and secretary details, declaration copy, most recent annual return, recent solvency statements, other statements and certificates delivered to or issued by the registrar)
Where an LLP has 25 or more partners, the list of partner names kept at the registered office must be in alphabetical order
LLP records kept at the registered office must be available for inspection and copying without charge by a partner or the secretary during business hours
An LLP must satisfy the economic substance test under Article 23A

Applies to

limited liability partnerships, partners and former partners in limited liability partnerships, limited liability partnership secretaries

Deadlines

3 months from the date of a registrar's name-change direction: Deadline for an LLP to comply with a direction to change its name, unless a longer period is allowed by the registrar
21 days from the date of a name-change direction: Period within which an LLP may apply to the Court to set aside a registrar's direction to change its name
not less than 28 days from the date the Court confirms the direction: Minimum period the Court must allow for compliance with a confirmed name-change direction
14 days after issue of the certificate: Deadline to deliver a copy of a name-change certificate to the Judicial Greffier where the LLP's name is inscribed in the Public Registry in relation to immovable property
1 August 2018: Commencement date of the Limited Liability Partnerships (Jersey) Law 2017

Limited Liability Partnerships (Jersey) Law 2017

Summary

Key obligations

Applies to

Deadlines

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