News and Insights

Updates to Jersey limited partnership legislation impacting international fund, private finance, property holding and private venture capital structures.

Amendments to modernise Jersey’s Limited Partnerships (Jersey) Law 1994 (the LP Law) have been proposed and are expected to be adopted shortly (the Amendments).

A link to the consultation is included here: Notice to all limited partnerships registered under the Limited Partnership.pdf (gov.je)

The Amendments shall introduce more flexibility and transparency to the existing LP Law and align Jersey’s limited partnership (JLPs) legislation with that of competitor jurisdictions.

Amendments at a glance

The Amendments address the following in the LP Law:

• Clarifying the process for terminating a JLP. The changes would see a termination process introduced that would share similarities with the process to wind up a Jersey company.
• Introducing new reporting obligations and powers for the registry to ensure the new online register is kept up-to-date and accurate. A new annual confirmation statement will be required from JLPs.
• Introducing broader powers to amend the LP Law to facilitate quicker and more efficient legislative change in the future.
• Introducing modernising amendments including provisions:

• • Relating to the delivery and registration of electronic forms and communications from limited partners.
  • Confirming that a general partner can be an unincorporated entity.
  • Confirming that disclosure of the records of JLP is subject to the terms of the applicable JLP partnership agreement.
  • Clarifying that contributions made by limited partners may be paid up or left owing.

Practical implications

Important changes for professionals working with JLPs to consider are as follows:

• The Amendments will affect all JLPs, including those with non-Jersey resident general partners.
• If JLPs/general partners default and are non-compliant with the LP Law, the JFSC may cancel their registration. The additional powers provided to the Registrar to remove JLPs at its own discretion will ensure the Register is accurate, and allow the JFSC to demonstrate effective supervision of JLPs.
• The new reporting and information obligations to be introduced on JLPs will have sanctions attached to them. Where JLPs fail to comply, criminal penalties may be imposed upon general partners.

Viberts Corporate law team remain on hand to assist with any legal queries your business may have. If you need any advice regarding corporate, funds, banking, employment, insolvencies or contractual queries, please do not hesitate to contact us.