FSB Licensing of: LPs that have an LLP as their GP

Summary

This is JFSC guidance (Document B of a three-part series) explaining how the Commission applies its Fund Services Business (FSB) licensing policy where a Jersey Limited Partnership (LP) has, as its sole general partner, a Jersey-law Limited Liability Partnership (LLP). Because the LP has no separate legal personality, the LLP acting as GP is treated as the FSB applicant and, if licensed, the Registered Person. The note is explicitly flagged as needing an update following the 2017 replacement of the 1997 LLP Law, but remains the JFSC's stated policy on this structure.

• Scope of licensing: Licensing under this approach is currently available only for the management or advisory FSB classes (manager, general partner, investment manager, investment adviser), and only where the LLP GP is Jersey-law governed; foreign-law LLP GPs are not licensed under this policy.
• Structure and personnel requirements: Corporate partners in the LLP must have only natural person directors; a Managing Partner must be a natural person or a Jersey-incorporated company with at least two Jersey-resident directors; the LLP must have at least one Designated Partner domiciled or incorporated in Jersey.
• Span of control: The regulatory span of control must consist exclusively of natural persons (Managing Partners or their directors), with at least two Jersey-resident, and the FSB Application Form must be signed by two Jersey-resident persons within that span of control.
• Consent conditions: No new partner may be admitted to the LLP or to the LP without the JFSC's prior written consent, and service agreements may not exclude the jurisdiction of the Jersey courts without JFSC consent.
• Offering document disclosures: Fund offering documents must disclose the LP's and LLP's status, dates of establishment and registered offices, the Registered Person's regulatory status, the LLP's role as GP, standard JFSC liability/disclaimer statements, and the identity/jurisdiction of LLP partners and directors of corporate partners.
• Ongoing notification duties: Registered Persons must notify the JFSC of material changes to information provided during licensing, and managed entities relying on a Manager of Managed Entity (MoME) must give 28 days' notice before changing their MoME and must appoint a compliance officer, MLRO and MLCO (which a MoME can satisfy on their behalf).
• No change areas: The guidance confirms no changes to existing outsourcing/delegation rules, application forms, fee notices, the FSB Accounts Order, the Appointment of Manager Order, AML-CFT provisions, or the Principal Person definition.

Applications involving multiple GPs (where one is an LLP) are discouraged and not covered by this document; such structures face a higher bar, added licence conditions, and no assurance on timescale. The JFSC retains discretion to add bespoke conditions and require undertakings for any applicant.

Key obligations

• Ensure any corporate partner in the LLP has only natural persons as directors, regardless of the partner's domicile.
• Ensure any Managing Partner of the LLP is either a natural person or a Jersey-incorporated company with at least two Jersey-resident directors.
• Maintain a regulatory span of control comprised exclusively of natural persons, with at least two Jersey-resident, assessed by reference to the direction of the LLP.
• Obtain the JFSC's prior written consent before admitting any new partner to the LLP or to the Limited Partnership.
• Ensure at least one Designated Partner of the LLP is domiciled (if a natural person) or incorporated (if a company) in Jersey.
• Have the FSB Application Form signed by two Jersey-resident persons forming part of the regulatory span of control.
• Ensure offering documentation for funds serviced discloses the LP's and LLP's establishment details, the Registered Person's regulatory status, the LLP's role as GP, the standard JFSC disclaimer statements, and identity/jurisdiction details of LLP partners and corporate partners' directors.
• Do not exclude the jurisdiction of the Courts of Jersey in service agreements without the JFSC's prior written consent.
• Notify the JFSC on an ongoing basis of any material changes to information provided as part of the licensing process.
• Where a Manager of a Managed Entity (MoME) is appointed, notify the JFSC at least 28 days before any change of MoME.
• Where subject to Standard MoME/ME Conditions, appoint a compliance officer, a money laundering compliance officer and a money laundering reporting officer, and permit JFSC inspections.
• Where applicable, comply with the Code of Practice for Alternative Investment Funds and AIF Services Business.

Applies to

Limited Partnerships (LPs) governed by the Limited Partnerships (Jersey) Law 1994, Limited Liability Partnerships (LLPs) governed by the Limited Liability Partnerships (Jersey) Law 1997 acting as general partner of an LP, Fund Services Business (FSB) licence applicants and Registered Persons, Managers, General Partners, Investment Managers and Investment Advisers seeking FSB licensing, Managed entities using a Manager of Managed Entity (MoME)

Deadlines

• at least 28 days prior to the change taking effect: Notification to the JFSC required before a Registered Person changes its Manager of Managed Entity (MoME)