Separate Limited Partnerships (Jersey) Law 2011

Summary

This Law creates a new form of unincorporated vehicle, the separate limited partnership (SLP), which has its own legal personality but is not a body corporate. It sets out how an SLP is formed, governed, and dissolved, and imposes ongoing filing, record keeping and financial reporting duties on general partners and the partnership itself.

• Formation: An association becomes an SLP only once a declaration signed by each general partner is delivered to and registered by the registrar, who then issues a certificate.
• Registered office: Every SLP must maintain a registered office in Jersey and keep specified partnership records there (declaration, partnership agreement, contribution and limited partner details), available for partner inspection.
• Accounts: An SLP must keep accounting records sufficient to show and explain its transactions and disclose its financial position with reasonable accuracy; an audit is not required unless the partnership agreement or Regulations say otherwise.
• Partner rights and liabilities: General partners bear full partnership liability and management authority (subject to limits requiring limited partner consent for certain acts); limited partners have inspection and information rights but limited liability, subject to rules on repayment of profit distributions made while the SLP was insolvent.
• Fees and administration: The Law provides for a registrar, an annual administration fee, and fees, charges and forms to be prescribed and published by the Commission.
• Offences: Failure to notify changes to the declaration or register particulars, or failure to comply with registered office or accounting requirements, makes each general partner guilty of an offence liable to a fine.

The Law also confirms that SLPs are distinct from limited partnerships under the Limited Partnerships (Jersey) Law 1994, applies customary partnership law (contrats de société) except where inconsistent with this Law, and gives the Minister and Commission powers to make Regulations, Orders and rules governing SLPs (including auditor regulation) as needed.

Key obligations

• General partners must deliver a signed statement of any change to the declaration particulars (other than registered office changes) to the registrar within 21 days of the change, or each general partner commits an offence.
• An SLP must amend the records kept at its registered office within 21 days of any change in the particulars they contain.
• An SLP must maintain a registered office in Jersey and keep at it the register of limited partners, the declaration and amendments, the partnership agreement and amendments, and statements of contributions and returns of contributions, available for partner inspection without charge during business hours.
• An SLP 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 made while the SLP was insolvent must repay it with interest, to the extent needed to discharge SLP debts incurred during that period, if a claim is made within 6 months of receipt.
• An SLP must notify the registrar of any change of registered office address; the change takes effect on registration, though service at the old address remains valid for 14 days after registration.
• The SLP or its general partners must produce the register for inspection by the registrar if served with a written notice specifying a date and time.

Applies to

separate limited partnerships (SLPs), general partners, limited partners, registrar of separate limited partnerships, Jersey Financial Services Commission

Deadlines

• 21 days of the date of the change: General partner must deliver a statement to the registrar specifying any change in declaration particulars (other than registered office).
• 21 days of any change in the particulars: SLP must amend the records kept at its registered office to reflect the change.
• 14 days beginning on the date the change of registered office is registered: Documents may still be validly served on the SLP at its previous registered office during this period.
• 6 months from date of receipt of a profit distribution made while insolvent: Period during which a limited partner may be required to repay such a distribution with interest to discharge an SLP debt or obligation.

Related documents

• Separate Limited Partnerships (Jersey) Order 2011 is made under this document