Incorporated Limited Partnerships (Jersey) Regulations 2011

Summary

These Regulations, made under the Incorporated Limited Partnerships (Jersey) Law 2011, set out the detailed procedural code for winding up and dissolving incorporated limited partnerships (ILPs) in Jersey. They cover three distinct winding up routes (summary, court-ordered, and creditors' winding up), plus general provisions on liquidators, partner liability, and striking off or voiding a dissolution.

• Summary winding up: Applies where an ILP has no liabilities, or can discharge its liabilities in full within (or after) 6 months; requires a signed statement of solvency, a written memorandum to wind up, and registration with the registrar.
• Winding up by Royal Court order: Sets out when and how the Royal Court may order an ILP to be wound up.
• Creditors' winding up: Applies where the partnership cannot meet its liabilities; requires notice to creditors, a creditors' meeting, appointment of a liquidator, and provisions on disclaiming property, transactions at an undervalue, preferences, extortionate credit transactions and fraudulent trading.
• General winding up provisions: Covers liquidator qualifications, remuneration, duties, corrupt inducements, notification requirements, liability of present and past partners, and disposal of records.
• Other provisions: Give the registrar power to strike an ILP off the register and give the Royal Court power to declare a dissolution void, including creditor remedies where assets were insufficient to meet liabilities.

The Regulations impose numerous strict procedural deadlines and create criminal offences (imprisonment and/or fines) for general partners or liquidators who sign statements of solvency or affairs without reasonable grounds, or who fail to comply with their notification and reporting obligations during a winding up.

Key obligations

• General partners must sign a written memorandum to wind up summarily within 28 days after signing the statement of solvency, and deliver a copy of that memorandum together with the statement of solvency to the registrar within 21 days.
• A general partner who signs a statement of solvency without reasonable grounds for making it, where the statement is subsequently delivered to the registrar, commits an offence punishable by up to 2 years imprisonment and a fine.
• On completing distribution of an ILP's assets, the general partners (or liquidator) must deliver a statement to the registrar confirming the partnership has no assets and no liabilities before it can be dissolved.
• Where a liquidator or general partners form the opinion the partnership cannot discharge its liabilities, they must give creditors notice of a meeting (held not less than 14 days after notice and not more than 28 days after the opinion is recorded), deliver a copy of the notice to the registrar, and advertise the meeting in the Jersey Gazette at least 10 days before it is held.
• Before the creditors' meeting, the liquidator or general partners must provide creditors, free of charge, with information about the partnership's affairs reasonably requested, and present a statement of affairs verified by affidavit at the meeting.
• A liquidator or general partner who fails without reasonable excuse to comply with the creditors' meeting obligations commits an offence punishable by up to 2 years imprisonment and a fine.
• A person applying to void a dissolution must deliver the relevant Act of the Royal Court to the registrar for registration within 14 days after the order is made, or face a fine.

Applies to

incorporated limited partnerships, general partners of incorporated limited partnerships, liquidators, creditors of incorporated limited partnerships

Deadlines

• 28 days after the statement of solvency has been signed: General partners must each sign a written memorandum that the partnership be wound up summarily.
• 21 days: Copy of the written memorandum and statement of solvency must be delivered to the registrar after being signed.
• not less than 14 days after service of notice and not more than 28 days after the opinion is recorded: Creditors' meeting must be held within this window once the liquidator or general partners form the opinion the partnership cannot discharge its liabilities.
• not less than 10 days before the meeting: Notice of the creditors' meeting must be advertised in the Jersey Gazette.
• within 14 days after the making of the order: The person on whose application a dissolution-void order was made must deliver the relevant Act of the Royal Court to the registrar.
• within 10 years of the date of dissolution: Period within which the Royal Court may, on application, declare a dissolution void.

Related documents

• This document is made under Incorporated Limited Partnerships (Jersey) Law 2011