Limited Partnership Continuance Application Form (LP3C)

Summary

This is the JFSC application form (LP3C) used by an eligible foreign limited partnership seeking to continue as a limited partnership in Jersey under the Limited Partnerships (Jersey) Law 1994 and the Limited Partnerships (Continuance) (Jersey) Regulations 2020. It sets out the information, declarations and supporting documents required, and the information submitted becomes publicly available on the register.

• Information required: Name of the foreign limited partnership, proposed Jersey name, jurisdiction and registration number, Jersey registered office address, general partner details, and the term of the partnership.
• Supporting documents: A certified copy of the certificate of formation (or equivalent evidence of formation), the Control of Borrowing Order application form, the application fee, and an email address for an official or public body in the home jurisdiction.
• Statutory declarations (Part A): The general partner must confirm matters under Regulations 2 and 3, including that continuance is not prohibited by the home jurisdiction's law, the partnership is not being wound up, no receiver/manager has been appointed, no unresolved winding up or insolvency proceedings exist, it has not been deregistered other than for continuance, it is solvent, it has applied for JFSC consent under the Control of Borrowing (Jersey) Order 1958, it has applied to the registrar under the 1994 Law, and that the continued partnership will not have legal personality.
• Declaration of limited partnership (Part B): Requires full details of each general partner (individual or body corporate), the registered office address, and the term for which the limited partnership will exist, signed by each general partner under Article 4 of the 1994 Law.
• Submission: The completed form, with attachments and fee, must be submitted via the Easy Company Registry; incomplete or incorrect forms will be returned.

Applicants should note that providing false or misleading information carries penalties under the 2020 Regulations, and the JFSC may request further information before completing its assessment.

Key obligations

• The general partner must submit the LP3C form via the Easy Company Registry together with the application fee, a certified copy of the certificate of formation, the Control of Borrowing Order application form, and an email address for an official or public body of the home jurisdiction
• The general partner must declare and confirm the solvency and legal status matters listed under Regulations 2 and 3 of the Limited Partnerships (Continuance) (Jersey) Regulations 2020 before continuance can proceed
• The eligible limited partnership must apply to the JFSC for consent under Article 10 of the Control of Borrowing (Jersey) Order 1958 and apply to the registrar for registration under the Limited Partnerships (Jersey) Law 1994
• Each general partner must sign Part B, providing full name and address (or body corporate details) and the term of the limited partnership, in accordance with Article 4 of the Limited Partnerships (Jersey) Law 1994
• If the home jurisdiction's law requires authorisation to continue as a Jersey limited partnership, that authorisation must be obtained before applying

Applies to

eligible foreign limited partnerships, general partners of limited partnerships