Guidance Note: Limited Partnerships (Jersey) Law 1994

Summary

This is a JFSC guidance note explaining how limited partnerships are formed and regulated under the Limited Partnerships (Jersey) Law 1994. It describes the general partner/limited partner structure, the tax transparent nature of Jersey limited partnerships, and the regulatory consents and filings needed to establish and operate one.

• Formation filing: To establish a limited partnership, a declaration must be filed with the Registrar of Limited Partnerships (within the JFSC) stating the partnership's name, registered office address, general partner details and the term of the partnership. Limited partners' names and contribution amounts do not need to be filed and the partnership agreement is not a public document.
• Control of Borrowing consent: Every limited partnership needs JFSC consent under the Control of Borrowing (Jersey) Order 1958 before creating partnership interests or raising money in Jersey through such interests, obtained via an application form disclosing the partnership's purpose, the general partner(s) and their beneficial ownership, and the nature of the limited partners.
• Collective investment fund permit: If the limited partnership operates as a collective investment scheme falling within the Collective Investment Funds (Jersey) Law 1988 (particularly if offered to the public), the general partner must obtain a permit under that law.
• Regulation of Undertakings licence: Where the limited partnership is a collective investment fund or carries on a local trade, the general partner must apply to the Regulation of Undertakings and Development Department for a licence under the Regulation of Undertakings and Development (Jersey) Law 1973.
• Business name registration: If the partnership trades under a business name other than its registered name (with no addition), that business name must be registered under the Registration of Business Names (Jersey) Law 1956.
• Limited partner liability on insolvent distributions: If a limited partner receives a profit share or return of capital at a time when the partnership was insolvent, the limited partner remains liable to repay the amount with interest for six months from receipt, to help satisfy partnership debts.
• No annual return or fee: There is no statutory requirement for a limited partnership to file an annual return or pay an annual fee, and there is no statutory audit requirement for its accounts.

Name reservation for a proposed limited partnership is optional and can be arranged via a name application form to the JFSC. Fees payable to the Registrar are set out separately in the Limited Partnerships Fees Notice.

Key obligations

• File a declaration with the Registrar of Limited Partnerships giving the partnership's name, registered office address, general partner details and term on establishment
• Obtain JFSC consent under the Control of Borrowing (Jersey) Order 1958 before creating partnership interests or raising money via such interests, by submitting a completed application form with full details of the partnership's purpose, general partner(s) and beneficial ownership, and the nature of the limited partners
• Where the limited partnership is a collective investment scheme within the Collective Investment Funds (Jersey) Law 1988, the general partner must obtain a permit under that law
• Where the limited partnership is a collective investment fund or carries on a local trade, the general partner must obtain a licence from the Regulation of Undertakings and Development Department under the Regulation of Undertakings and Development (Jersey) Law 1973
• Register any business name used by the partnership (other than its registered name without addition) under the Registration of Business Names (Jersey) Law 1956
• A limited partner who receives a profit share or capital return while the partnership was insolvent must repay the amount with interest if demanded within six months of receipt

Applies to

limited partnerships, general partners, limited partners, collective investment funds

Deadlines

• six months from the date of receipt of the payment: Period during which a limited partner remains liable to repay a distribution received while the partnership was insolvent, with interest