Limited Partnerships (Continuance) (Jersey) Regulations 2020

Summary

These Regulations created a mechanism for a foreign limited partnership to migrate (continue) into Jersey as a Jersey limited partnership under the Limited Partnerships (Jersey) Law 1994, instead of having to dissolve and re-form. They set out eligibility conditions, the application and approval process run by the Jersey Financial Services Commission (JFSC) and the Jersey registrar, and the legal effect of continuance. The Regulations were time-limited: they came into force on 18 July 2020 and automatically ceased to have effect on 16 July 2023, and are now repealed.

• Eligibility: Only an 'eligible foreign limited partnership' (a limited partnership without legal personality formed outside Jersey) whose home jurisdiction law does not prohibit continuance may apply, and it cannot be in winding up, subject to a receiver/manager, subject to an undetermined foreign winding-up/insolvency application, or deregistered for another purpose.
• Application requirements: The general partner must submit an approved-form application to the JFSC with a certified copy of the certificate of formation, a signed solvency declaration, evidence of an application for Commission consent under the Control of Borrowing (Jersey) Order 1958, evidence of an application to the registrar for registration under the LP Law, confirmation the partnership will not have legal personality, evidence of general partner approval, and any required home-jurisdiction authorisation, plus the published application fee.
• Commission and registrar process: The JFSC may grant the application if satisfied the requirements are met and it has given Control of Borrowing consent; on grant it notifies the registrar and forwards documents; the registrar then registers the partnership and issues a certificate of continuance, which is conclusive evidence of compliance and of the continuance date.
• Effect of continuance: On issue of the certificate, the partnership is treated as a Jersey limited partnership (not a foreign one), its assets vest under Article 11(2) of the LP Law, no new partnership is created, existing rights, obligations, proceedings and liabilities are preserved and not abated by the continuance.
• Fees: The Commission may charge a published application fee and must not determine an application unless it is accompanied by that fee.
• Offences: Knowingly or recklessly providing false or misleading information to the Commission in connection with an application is an offence carrying up to 2 years imprisonment and a fine, extending to partners and to those who aid, abet or procure the offence.

The Regulations are now repealed and have no continuing legal effect; they are relevant mainly for understanding partnerships that continued into Jersey while the regime was in force between 2020 and 2023.

Key obligations

• An applicant general partner must submit the application in the Commission's approved form together with a certified copy of the certificate of formation, a signed declaration (solvency, Control of Borrowing application, registrar registration application, no legal personality on continuance), evidence of general partner approval, any required home-jurisdiction authorisation, and the published application fee.
• The Commission must not determine an application unless it is accompanied by the published application fee.
• If requested by the applicant, the Commission must provide a written statement of reasons for its decision within 14 days of the request.
• An applicant may appeal a refusal decision to the court within 28 days of being informed of the decision.
• The registrar must not register the partnership unless it has received the required documents from the Commission.
• A person must not knowingly or recklessly provide false or misleading information to the Commission in connection with an application (breach is an offence).

Applies to

eligible foreign limited partnerships, general partners, limited partnerships continuing into Jersey

Deadlines

• within 14 days of the request: Commission must provide a written statement of reasons for refusing an application, if requested by the applicant
• within 28 days after being informed of a decision: Applicant may appeal a refusal decision to the court
• 3 years from 17 July 2020 (in force until 16 July 2023): The Regulations remained in force for 3 years from commencement and then automatically ceased to have effect (now repealed)