Limited Liability
Partnerships (Jersey) Law 2017
A LAW to make provision for the establishment, dissolution and winding up
of limited liability partnerships, for their registration and for connected
purposes.
Commencement [see endnotes]
PART 1
PRELIMINARY
1 Interpretation
(1) In this Law, unless the
context otherwise requires –
“annual return” shall be construed in accordance with Article 20;
“Commission” means the Jersey Financial Services
Commission established under the Financial Services
Commission (Jersey) Law 1998;
“Court” means the Royal Court;
“debt” includes obligation;
“declaration” means a declaration made under Article 18;
“limited liability partnership” shall be construed in
accordance with Article 2;
“limited liability partnership property” shall be
construed in accordance with Article 3(1);
“loss” includes damage and injury;
“Minister” means the Minister for External Relations;
“partner” means, in relation to a limited liability
partnership, any person who is a partner in that partnership;
“partnership agreement” means any agreement of the
partners as to the affairs of a limited liability partnership and the rights
and obligations of the partners among themselves;
“partnership interest” means, in relation to a partner
in a limited liability partnership, the partner’s share of the profits
and losses of the limited liability partnership and the partner’s right
to receive distributions of the limited liability partnership property, including
any sum due to the partner and for the time being retained in the limited
liability partnership otherwise than by way of a loan, together with any other
benefit conferred by the partnership agreement other than any liability of the
limited liability partnership to the partner by way of loan;
“prescribed” means prescribed by Order made by the
Minister;
“property” means –
(a) land,
money, goods, things in action, goodwill, and every valuable thing, whether
movable or immovable, and whether situated in Jersey or elsewhere; or
(b) obligations,
servitudes, and every description of estate, interest, and profit, present or
future, vested or contingent, arising out of or incidental to property;
“register” means the register maintained pursuant to Article 27(2);
“registrar” shall be construed in accordance with Article 27(1);
“retirement” means any act or occurrence whereby a
person ceases to be a partner in a limited liability partnership other than by,
where the person is an individual, the person’s death or, where the
person is not an individual, its ceasing to exist;
“secretary” means the secretary appointed in accordance
with Article 8 and any reference to a secretary in this Law or in any
Regulations or Order made under this Law includes a person carrying out any of
the functions of the secretary;
“specified solvency statement” has the meaning given to
it by Article 12.[1]
(2) For the purposes of
this Law, any reference to a loan includes any payment of interest on the loan
which has fallen due.
(3) In this Law, any
requirement to give the name and address of any person shall be construed as a
requirement to give –
(a) where
the person is an individual, the person’s full name and an address for service in Jersey;
(b) where
the person is a body corporate, its full name, the place where it is
incorporated and its registered office;
(c) where
the person is a limited liability partnership, its name, as it appears in its
declaration, and its registered office; and
(d) in any other case the person’s full name and registered office
or, if it has no registered office, the person’s principal place of
business.
(4) Any reference to a
form, document or notice being published by the Commission or the registrar, as
the case may be, shall be construed as being a reference to that form, document
or notice being published in a manner that is likely to bring it to the
attention of any person affected by it.
PART
2
ESSENTIALS
OF A LIMITED LIABILITY PARTNERSHIP
2 Limited
liability partnership
(1) An association of
persons may be registered as a limited liability partnership where those
persons wish to carry on a business with a view of profit and have agreed (with
or without other terms) –
(a) that
the business shall be carried on in the form of a limited liability partnership
from the date it is registered under Article 18(4);
(b) that
they shall each contribute capital or effort and skill
to the business but only in a way that constitutes them as agents of the
limited liability partnership but not of each other, in accordance with Article 17;
(c) that
the profits of the business shall be divided between them; and
(d) that
they shall each have an interest in the limited liability partnership property
to the extent described in paragraph (6).
(2) Registration of a
limited liability partnership shall have effect from the issue of the
certificate under Article 18(4) and, except as provided in Regulations
made under Article 38(1)(a), the registration shall cease to have effect
upon its cancellation under Article 23.
(3) An association of
persons satisfying the requirements of paragraph (1) shall not be a
limited liability partnership until the registrar has issued a certificate
under Article 18(4).
(4) Except as provided in
Regulations made under Article 38(1)(a), a limited liability partnership
is a legal person (other than a body corporate) distinct from the partners of
whom it is for the time being composed and accordingly (but without limitation) –
(a) any
contract which binds the limited liability partnership is made only with that legal
person; and
(b) any
change in the persons who are partners in the limited liability partnership for
the time being shall not affect the existence, rights or liabilities of that
legal person.
(5) Paragraph (4)(b)
shall not be construed as limiting the circumstances in which a limited
liability partnership is or may be dissolved, whether in accordance with the
partnership agreement or otherwise.
(6) Notwithstanding paragraph (4),
each partner in a limited liability partnership has, subject to this Law and
the partnership agreement, an interest in the profits of the limited liability
partnership and, in accordance with Regulations made under Article 38(1)(a),
in the limited liability partnership property.
(7) Any person may be a
partner in a limited liability partnership.
(8) Any number of persons
may be partners in a limited liability partnership.
3 Limited
liability partnership property
(1) Limited liability
partnership property consists of all property –
(a) brought
into the limited liability partnership; or
(b) created
or acquired by or acquired on account of the limited liability partnership
either in the course of its business or with its money.
(2) Limited liability partnership
property –
(a) shall
be vested in the limited liability partnership or held by any person on its
behalf; and
(b) subject
to the partnership agreement, and except as provided in Regulations made under Article 38(1)(a), shall continue to be so vested or held notwithstanding any
change in the persons who are partners in the limited liability partnership for
the time being.
4 Liability
of a limited liability partnership
(1) A limited liability
partnership shall be liable for any debt or loss for which, if the limited
liability partnership were an ordinary partnership, the partners would
otherwise be liable, either jointly or jointly and severally.
(2) There shall be
available to meet any liability of a limited liability partnership its limited
liability partnership property.
5 Liability
of a partner or former partner in a limited liability partnership
(1) Subject to paragraphs (2)
and (3), a partner or former partner in a limited liability partnership shall
not be liable for any debt or loss to which Article 4(1) applies,
including any debt of, or loss caused by the act of, another partner in the
limited liability partnership.
(2) Paragraph (1)
shall not affect any liability of a partner or former partner in a limited
liability partnership for –
(a) the partner’s or former partner’s personal debts; or
(b) any
loss caused by the partner or former partner for which
that partner or former partner is personally liable.
(3) A partner or former
partner shall be liable for any debt or loss to which Article 4(1) applies
where any limited liability partnership property (which, for the purposes of
this Article, includes any undistributed share in the limited liability
partnership profits) is withdrawn by that partner other than in the ordinary
course of the affairs of the limited liability partnership, or in any
circumstances specified in Regulations made under Article 38(1)(a).
(4) Subject to Article 12(9),
the liability under paragraph (3) shall be limited to an amount equal to
the value of the withdrawal by the partner or former partner less any amount
previously recovered from the partner or former partner in respect of that
withdrawal, and in a case where the withdrawal was made in the circumstances
described in Article 12(5), the aggregate amount recoverable from the
partner or former partner under –
(a) this
Article; and
(b) Article 12
or Regulations made under Article 38(1)(a),
shall not exceed the maximum amount that the partner is liable to
return to the partnership property (less any amount that has been previously
recovered) under Article 12(6) or under Regulations made under Article 38(1)(a),
whichever amount is the higher.
(5) This Article shall
continue to apply, after the limited liability partnership’s registration
has been cancelled in accordance with Article 23, to a person who was a
partner or former partner in a limited liability partnership.
6 Name
of limited liability partnership
(1) Subject to paragraph (2),
the name of a limited liability partnership shall end with the words
“Limited Liability Partnership”.
(2) The abbreviation
“LLP” or “L.L.P.” in place of the words “Limited
Liability Partnership” may be used –
(a) by
a limited liability partnership in its name; and
(b) where
it would be convenient to do so and not misleading, in any reference to a
limited liability partnership in any document issued by any person.
(3) Where the name to be
registered in respect of a limited liability partnership is, in the opinion of
the registrar, in any way misleading or otherwise undesirable, the registrar
may –
(a) where
the name is stated in the declaration, refuse to register the limited liability
partnership and issue a certificate pursuant to Article 18(4);
(b) where
the name is specified in a statement delivered pursuant to Article 19(1),
refuse to register the name and issue a certificate in respect of it pursuant
to Article 19(2).
(4) If,
in the opinion of the registrar, the name by which a limited liability
partnership has been registered is misleading or otherwise undesirable, the registrar
may direct the limited liability partnership to change it.
(5) Subject to paragraph (6),
the limited liability partnership shall comply with a direction under paragraph (4)
within 3 months from the date of the direction or such longer period as the
registrar may allow.
(6) The limited liability
partnership may, within 21 days from the date of a direction under paragraph (4),
apply to the Court to set it aside and, if such application is made, the Court
may set the direction aside or confirm it.
(7) If the Court confirms
the direction, the Court –
(a) shall specify a period,
not being less than 28 days from the date the Court confirmed it, within
which the limited liability partnership shall comply with the direction; and
(b) may order the registrar
to pay the limited liability partnership such sum (if any) as it thinks fit in
respect of the expenses to be incurred by the limited liability partnership in
complying with the direction where the Court is of the opinion that the
registrar has acted negligently or in bad faith in respect of the name that was
registered prior to the making of the direction.
(8) A change of name of a
limited liability partnership shall take effect upon a certificate in respect
of it being issued by the registrar pursuant to Article 19(2).
(9) A change of name of a
limited liability partnership does not affect any rights or obligations of the
limited liability partnership or render defective any legal proceedings by or
against it and any legal proceedings that might have been continued or
commenced against it by its former name may be continued or commenced against
it by its new name.
(10) Where a limited liability
partnership which has its name inscribed in the Public Registry as being the
holder of, or having an interest in, immovable property changes its name, the
limited liability partnership shall deliver to the Judicial Greffier a copy of
the certificate issued by the registrar pursuant to Article 19(2) within
14 days after it is issued.
(11) Upon delivery of the copy
referred to in paragraph (10), the Judicial Greffier shall cause the new
name to be registered in the Public Registry.
(12) A limited liability
partnership shall have clearly stated on all its business letters, statements
of account, invoices, order forms, notices and other official publications, and
on negotiable instruments and any letters of credit signed on behalf of the
limited liability partnership –
(a) its
name;
(b) any
number or other identifying code assigned to it by the registrar; and
(c) the
words “registered as a limited liability partnership in Jersey”.
(13) A limited liability
partnership that fails to comply with paragraph (5), (10) or (12) shall be
guilty of an offence.
7 Registered
office
(1) A limited liability
partnership shall have a registered office in Jersey.
(2) A limited liability
partnership does not comply with paragraph (1) unless the occupier of the
premises that are the registered office authorizes for the time being that use
for that purpose.
(3) Where the registrar is
not satisfied that the occupier of the premises that are to be the registered
office of the limited liability partnership authorizes the premises to be used
as its registered office, the registrar may –
(a) where
the address of the premises is stated as the address of the registered office
in a declaration delivered pursuant to Article 18(1), refuse to register
the limited liability partnership; and
(b) where
the address of the premises is specified as the address of the registered
office in a statement delivered pursuant to Article 19(1), refuse to
register the address and issue a certificate in respect of it pursuant to Article 19(2).
(4) A change of the address
of the registered office of a limited liability partnership shall take effect
upon the registrar issuing a certificate in respect of it under Article 19(2).
(5) Where the change of
address of the registered office of a limited liability partnership is to take
effect before the expiry of the period of 14 days beginning on the day on
which the statement in respect of it is delivered to the registrar under Article 19(1),
a person may validly serve any document on the limited liability partnership or
on any of its partners, within that period, at the limited liability partnership’s
previous registered office.
(6) A limited liability
partnership shall keep at its registered office the following records –
(a) a
document containing the name and address of the current secretary and a list
showing the name and address of each partner;
(b) a
copy of the declaration;
(c) a
copy of the most recent annual return;
(d) a
copy of any specified solvency statement made within the previous
12 months;
(e) a
copy of any other statement delivered to the registrar under this Law; and
(f) a
copy of any certificate issued by the registrar under this Law.
(7) In the case where the
limited liability partnership has 25 or more members, the list of names
referred to in paragraph 6(a) must be placed in alphabetical order.
(8) The documents kept under
paragraph (6) shall be –
(a) prima facie evidence of the information which is by that paragraph directed
to be contained in them;
(b) available
for inspection and copying without charge at the limited liability
partnership’s registered office, during the ordinary business hours of
the limited liability partnership, at the request of a partner or the
secretary.
(9) The limited liability
partnership shall amend the list kept under paragraph (6)(a) within
28 days after any change in the particulars contained in it.
(10) A limited liability
partnership shall send to the registrar copies of any of the documents kept
under paragraph (6) within 14 days of the registrar requesting any
such documents.
(11) A limited liability
partnership that fails to comply with the requirements of paragraph (6),
(7), (8)(b), (9) or (10) shall be guilty of an offence.
8 Limited
liability partnership secretary
(1) Every limited liability
partnership –
(a) subject
to paragraph (3A), must appoint a secretary from the date it is
registered; and
(b) may
appoint a deputy secretary to carry out the secretary’s function when,
for any reason, the secretary is unable to carry out that function.[2]
(2) The duty to have a
secretary shall cease only upon cancellation of a limited liability
partnership’s registration under Article 23 or in any circumstances
described in Regulations made under Article 38(1)(a) concerning the
secretary’s appointment.
(3) The secretary or a
deputy secretary must be –
(a) a
company that is –
(i) a
partner in the limited liability partnership and has a registered office in
Jersey, or
(ii) registered
under Part 2 of the Financial Services (Jersey)
Law 1998 to carry on trust company
business that permits the provision by that company of the services mentioned
in Article 2(4)(e) of that Law; or
(b) an
individual who is –
(i) a
partner in the limited liability partnership and ordinarily resident in Jersey,
or
(ii) registered
under Part 2 of the Financial Services (Jersey)
Law 1998 to carry on trust company
business that permits the provision by that individual of the services
mentioned in Article 2(4)(e) of that Law.
(3A) Paragraph (1)(a) shall not
apply to a limited liability partnership continued under Article 18(6) but
such a limited liability partnership shall, within 6 months after the date
of commencement of the Limited Liability Partnership (Amendment of Law)
(Jersey) Regulations 2018 –
(a) appoint
a secretary; and
(b) notify
the registrar of the name and address of the secretary; in writing,
and until such appointment is made, the designated partner (within
the meaning given by Article 1(1) of the Limited Liability Partnerships
(Jersey) Law 1997) shall carry out the secretary’s functions under
this Law.[3]
(4) In the event of a
secretary’s appointment ceasing, or the requirements in paragraph (3)(a)
or (b) in relation to the secretary appointed ceasing to be satisfied, the
limited liability partnership must appoint a new secretary no later than
28 days after that cessation.
(5) A limited liability
partnership that fails to comply with the requirements in paragraph (1),
(3A) or (4) shall be guilty of an offence.[4]
9 Records
to be held by limited liability partnership secretary
(1) Except as provided in
Regulations made under Article 38(1)(a), the secretary shall keep for
10 years at a place in Jersey all the accounting records and returns of
the limited liability partnership that are provided to the secretary by the
limited liability partnership under this Law.
(2) The secretary shall
permit any partner of the limited liability partnership to inspect any
accounting record or return provided to the secretary (including any specified
solvency statement, return provided under Article 11(3) or annual return)
of the limited liability partnership at any time during normal business hours.
(3) If the secretary sends
any document to the registrar or the Commission in accordance with a
requirement in this Law, the secretary shall keep a copy of it, and the duty in
paragraph (1) applies to any copies of documents retained under this
paragraph.
(4) A secretary who fails
to comply with paragraph (1), (2) or (3) shall be guilty of an offence.
10 Keeping
and form of limited liability partnership records
(1) A limited liability
partnership must take reasonable precautions –
(a) to
prevent loss or destruction of;
(b) to
prevent falsification of entries in; and
(c) to
detect and correct inaccuracies in,
the records it is required to keep by Article 7(6), or provide
to its secretary by Article 11(3), 11(4) or 12(3).
(2) Each partner of a
limited liability partnership shall take reasonable steps to ensure that the
limited liability partnership’s records are prepared and kept properly
and accurately and that, in particular, they contain entries of all sums of
money received and expended by the limited liability partnership, the matters
in respect of which the receipt and expenditure takes place and a record of the
assets and liabilities of the limited liability partnership, including any
interests held by the limited liability partnership in any other legal person
or arrangement.
(3) A secretary must take
reasonable precautions –
(a) to
prevent loss or destruction of;
(b) to
prevent falsification of entries in; and
(c) to
facilitate detection and correction of inaccuracies in,
the records the secretary is required to keep by Article 9(1)
and 9(3).
(4) A person who ceases
being the secretary of a limited liability partnership in accordance with Article 8(2)
must –
(a) retain
all the documents of the limited liability partnership kept by that person in
accordance with Article 9 and take the reasonable precautions described in
paragraph (3)(a) and (b) as if the person were still the secretary until
such time as the person delivers those documents in accordance with sub-paragraph (b)
to the new secretary appointed under Article 8(4), or such other person as
may be specified in Regulations made under Article 38(1)(a); and
(b) deliver
those documents to the new secretary appointed under Article 8(4) within
14 days of being notified of the name and address of the new secretary, or
to such other person as may be specified in Regulations under Article 38(1)(a),
within such period as may be specified in those Regulations.
(5) The records referred to
in paragraphs (1), (2) and (3) may be kept in the form of a bound or
loose-leaf book, or photographic film, or may be entered or recorded by a
system of mechanical or electronic data processing or any other information
storage device that is capable of reproducing any required information in
intelligible written form within a reasonable time.
(6) A limited liability
partnership that fails to comply with the requirements of paragraph (1)
shall be guilty of an offence.
(7) A partner that fails to
comply with the requirements of paragraph (2) shall be guilty of an
offence.
(8) A secretary that fails
to comply with the requirements of paragraph (3) shall be guilty of an
offence.
(9) A person who fails to
comply with the requirements of paragraph (4) shall be guilty of an
offence.
11 Accounts
and audit
(1) Subject to the
partnership agreement and any Regulations made under Article 38(1), it
shall not be necessary for a limited liability partnership to appoint an
auditor nor to have its accounts audited.
(2) A limited liability
partnership shall keep accounting records or returns of the limited liability
partnership that are sufficient to show and explain the limited liability
partnership’s transactions and are such as to disclose with reasonable
accuracy at any time the financial position of the limited liability
partnership at that time.
(3) A limited liability
partnership whose accounting records are kept in Jersey –
(a) may
provide its secretary with the accounting records of the limited liability
partnership at any time; and
(b) shall
provide its secretary, within one month of the end of the limited liability
partnership’s accounting period, with any accounting records of the
limited liability partnership in respect of that accounting period that have
not already been provided under sub-paragraph (a).
(4) A limited liability
partnership whose accounting records are kept outside Jersey shall provide its
secretary, at intervals of not more than 6 months, with a return with
respect to the business dealt with in those accounting records in respect of
the 6 month period ending no earlier than one month before the date of
providing the return.
(5) A limited liability
partnership that fails to provide to its secretary its accounting records or a
return, as the case may be, as required under paragraph (2), (3) or (4)
shall be guilty of an offence.
(6) The Minister may by
Order prescribe –
(a) the
accounting records and returns that must be provided under paragraph (3)
or (4);
(b) the
form and content of those records or returns;
(c) any
other documents and information that must be provided with those records or
returns.[5]
(7) A limited liability
partnership’s accounting period shall be –
(a) not
more than 18 months beginning on the day the limited liability
partnership was registered; and
(b) if
the limited liability partnership had previously prepared accounts, not more
than 18 months beginning at the end of the period covered by the most
recent accounts.
12 Specified
solvency statement
(1) A “specified
solvency statement” is a statement made by the limited liability
partnership in which it states that, in its opinion, having regard to –
(a) the
prospects of the limited liability partnership and the intentions of the
partners who control the management of the limited liability partnership with
respect to the management of its business; and
(b) the
amount and character of the financial resources that will be available to the
limited liability partnership,
the limited liability
partnership will be able to –
(i) continue
to carry on business; and
(ii) discharge
its debts as they fall due,
until the date which is the
earlier of the expiry of the period of 12 months immediately following the
date of the specified solvency statement and the dissolution of the limited
liability partnership.
(2) A
limited liability partnership –
(a) may
make a specified solvency statement at any time; and
(b) is
treated as having made a specified solvency statement if a partner that
controls, or a partner that is one of the partners within a group of partners
that control, the management of the limited liability partnership signs a
statement for or on behalf of the limited liability partnership that contains
the opinion described in paragraph (1).
(3) If
a limited liability partnership makes a specified solvency statement it shall
keep the original of it and send a copy of it, within 28 days of making
it, to its secretary.
(4) A
limited liability partnership that permits a partner or former partner to
withdraw any limited liability partnership property at any time when the
limited liability partnership has not made a specified solvency statement in
the 12 months immediately preceding the withdrawal shall be guilty of an
offence.
(5) Paragraph (6)
applies where a partner or former partner withdraws any limited liability
partnership property at any time when –
(a) the
limited liability partnership has not made a specified solvency statement in
the 12 months immediately preceding the withdrawal; or
(b) the
limited liability partnership has made a specified solvency statement without
having reasonable grounds for the opinion given in that statement.
(6) Where
this paragraph applies the partner or former partner is liable –
(a) to
return the property to the limited liability partnership; or
(b) if
the property withdrawn was otherwise than in cash and either –
(i) the property is
no longer available to be returned, or
(ii) the
limited liability partnership so requires,
to pay to the limited
liability partnership a sum equal to the higher of the value of the property as
at the date the property was withdrawn and its value as at the date of payment
for the property under this Article.
(7) Where
the partner or former partner is liable under paragraph (6) to pay cash to
the limited liability partnership the partner or former partner shall also be
liable to pay interest at the prescribed rate on the sum repaid.
(8) The
liability of a partner or former partner to return limited liability
partnership property in accordance with paragraph (6), or interest under paragraph (7),
shall be extinguished (but only up to the value of the withdrawal that would
have been permitted in the ordinary course of the affairs of the limited
liability partnership) where the Court, upon the application of the partner or
former partner, declares that it is satisfied that –
(a) at
the time of the withdrawal the limited liability partnership was solvent;
(b) subsequent
to the withdrawal the limited liability partnership made a specified solvency
statement; and
(c) it
would not be contrary to the interests of justice for the partner or former
partner to be released from that partner’s or former partner’s liability
under paragraph (6).
(9) Where
limited liability partnership property is withdrawn in the circumstances
described in paragraph (5), liability under Article 5(3) shall not
arise unless such liability arises in respect of that withdrawal in circumstances
other than those described in paragraph (5).
(10) Nothing
in this Article shall prevent a limited liability partnership from making a
statement as to its solvency that is not a specified solvency statement, but
such statement may not be treated as a specified solvency statement for the
purpose of paragraph (4) or (5).
(11) Regulations
made under Article 38(1)(a) may make further provision for the return of
any limited liability partnership property in circumstances described in paragraph (5).
(12) A
limited liability partnership that makes a specified solvency statement without
having reasonable grounds for making that statement shall be guilty of an
offence.
(13) A
partner that signs a specified solvency statement for or on behalf of a limited
liability partnership without having reasonable grounds for making that
statement shall be guilty of an offence.
(14) For
the purposes of this Article a reference to the withdrawal of limited liability
partnership property includes the withdrawal of any undistributed share in the
limited liability partnership’s profits.
PART 3
RELATIONS OF PARTNERS IN A LIMITED
LIABILITY PARTNERSHIP WITH ONE ANOTHER AND THIRD PARTIES
13 Relations of partners to one another
(1) Subject
to Parts 2, 4 and 5, the rights and duties of the partners in a limited
liability partnership shall, as between themselves, be determined by the
partnership agreement.
(2) Nothing
in the partnership agreement may deprive the partners of the benefit of Article 5(1).
(3) Paragraph (2)
shall not be construed as limiting the ability of the partners in a limited
liability partnership, as between themselves, to wholly or
partly indemnify any of them or any former partner in respect of any
debt or loss.
14 Dealings by partners with limited
liability partnership
Subject to any terms of the partnership agreement or any provision
in this Law or Regulations made under Article 38 to the contrary, a
partner in a limited liability partnership may enter into any transaction with
the limited liability partnership, including lending money to, and borrowing
money from, it.
15 Admission and retirement of partners
(1) An
additional partner shall not be admitted to a limited liability partnership
except in accordance with the partnership agreement.
(2) Except
as provided in Regulations made under Article 38(1)(a), a partner may only
retire from a limited liability partnership in accordance with the partnership
agreement.
16 Assignments, etc.
(1) A
partner in a limited liability partnership may not assign, transfer or
otherwise dispose of the whole or part of the partner’s partnership
interest, except in accordance with the partnership agreement.
(2) Despite
paragraph (1), changes may be made in the partnership interests in a
limited liability partnership on the admission or retirement of a partner, on
the death of a partner, or on a partner who is not an individual ceasing to
exist.
17 Agency of partner in a limited
liability partnership
(1) Every
partner in a limited liability partnership is the agent of that limited
liability partnership and accordingly, but subject to paragraph (3), the
acts of a person in the capacity of a partner shall bind the limited liability
partnership.
(2) A
partner in a limited liability partnership is not an agent of the other
partners in that limited liability partnership.
(3) The
acts of a partner in a limited liability partnership shall not bind the limited
liability partnership where –
(a) the partner is not acting as a
partner or is acting without authority; and
(b) the person with whom the partner is dealing knows or
should reasonably know that paragraph (a) applies.
(4) A
partner shall not be taken to be acting with authority unless the partner is
acting –
(a) in the ordinary course of the business of
the limited liability partnership; or
(b) with express authority conferred by or
pursuant to the partnership agreement.
(5) For
the purposes of paragraph (3), no person is deemed to have notice of any
records by reason only that they are made available by the registrar for
inspection.
PART 4
REGISTRATION and dissolution OF A
LIMITED LIABILITY PARTNERSHIP
18 Registration of limited liability
partnership
(1) An
application for registration as a limited liability partnership shall be in the
form of a declaration, made and signed by a person authorized to sign by every
person who is, on registration, to be a partner, and shall be delivered to the
registrar by such method or in such form as may reasonably be required by the
registrar.
(2) The
declaration shall state –
(a) the proposed name of the limited liability
partnership, such name to comply with Article 6(1) or 6(2);
(b) the intended address of the registered
office of the limited liability partnership;
(c) the name and address of each person who is
to be a partner in the limited liability partnership;
(d) the name and address of the proposed
secretary and deputy secretary (if any) that it is proposed will be appointed
under Article 8;
(e) the term, if any, for which the limited
liability partnership is to exist or, if for unlimited duration, a statement to
that effect;
(f) such other information as may be prescribed; and
(g) that the person making the declaration is
authorized to do so by every person intending to be a partner on the proposed
registration date.
(3) The
declaration shall be accompanied by such documents as may be prescribed.
(4) Subject
to Articles 6 and 7, if the registrar is satisfied that –
(a) the
application complies with paragraphs (2) and (3); and
(b) the
proposed registered office is in Jersey, as required by Article 7(1),
the registrar shall
register the limited liability partnership and issue a certificate of
registration to the limited liability partnership.
(5) The
certificate issued under paragraph (4) shall specify –
(a) the
date on which registration of the limited liability partnership takes effect,
which shall be the date on which the certificate is issued; and
(b) any
number or other identifying code allocated by the registrar to the limited liability
partnership.
(6) Despite
any other provision of this Law, a limited liability partnership that is
registered and existing under the Limited Liability Partnerships (Jersey)
Law 1997 shall, from the date of commencement of this Law,
continue –
(a) as if
it has been registered and granted a certificate under paragraph (4); and
(b) as a
limited liability partnership to which this Law applies.[6]
19 Amendment of declaration
(1) Subject
to paragraph (2), following the registration of a limited liability partnership
under Article 18, the limited liability partnership shall send to the
registrar within 28 days after any change in the information stated in the
declaration a statement, signed by the secretary or other person authorized by
the limited liability partnership, specifying the change.
(2) Upon
delivery of a statement pursuant to paragraph (1), if the registrar is
satisfied that the change complies with the requirements of this Law, the
registrar shall register the change specified in it and issue a certificate to
the limited liability partnership recording the change.
(3) A
limited liability partnership that fails to send the statement referred to in paragraph (1)
in accordance with that paragraph shall be guilty of an offence.
20 [7]
21 Validity and proof of registration
(1) No
error in the declaration, the annual return delivered pursuant to Article 20
or any statement delivered to the registrar pursuant to this Law, nor any
default in the delivery of an annual return, any such statement or any copy
required to be delivered to the registrar under this Law shall affect the
validity of the registration of a limited liability partnership.
(2) Subject
to Articles 27(6) and (7), a certificate issued under Article 18(4)
is conclusive evidence as to the registration of a limited liability
partnership.
22 Dissolution
of limited liability partnership
(1) If
the registrar has reason to believe that a limited liability partnership is not
carrying on business –
(a) the
registrar may serve a notice on the limited liability partnership requiring it
to advise the registrar whether or not it is carrying on business; and
(b) if
the registrar receives an answer to the effect that the limited liability
partnership is not carrying on business, or if the registrar does not, within
one month after serving the notice, receive an answer, the registrar may
publish and serve on the limited liability partnership a notice of intended
dissolution under paragraph (3).
(2) Where –
(a) the
limited liability partnership has failed to appoint a secretary in compliance
with Article 8;
(b) the
limited liability partnership has failed to provide its secretary with any
accounting record or annual return required to be provided to its secretary
under this Law;
(c) the
limited liability partnership’s secretary has failed to send to the
registrar any annual return or any specified solvency statement in compliance
with Article 12;
(d) the
limited liability partnership has failed to pay any fee, or any additional
amount, required to be paid under Article 28; or
(e) the
limited liability partnership does not have a registered office in Jersey, as
required under Article 7(1),
the registrar may serve on
the limited liability partnership a notice of intended dissolution under paragraph (3).
(3) A
notice of intended dissolution shall state that at the end of the period of
3 months following the date of the notice, the registrar will issue a
certificate of dissolution in respect of the limited liability partnership
unless –
(a) where
the notice relates to a failure to comply with a requirement referred to in paragraph (2)(a),
(d) or (e) on the part of the limited liability partnership, the limited
liability partnership has complied with that requirement;
(b) where
the notice relates to a failure to comply with a requirement referred to in paragraph (2)(b)
or (c) on the part of the limited liability partnership or its secretary, as
the case may be, the limited liability partnership or its secretary has
complied with the requirement in question to the satisfaction of the registrar
in respect of every period in which that requirement was not previously met; or
(c) in
any other case, the registrar is satisfied that there is sufficient reason
shown by the limited liability partnership, a partner, secretary or creditor of
the limited liability partnership, or any other interested party, why the
limited liability partnership should not be dissolved.
(4) If
the conditions stated in the notice of intended dissolution in paragraph (3)(a),
(b) or (c) (as the case may be) have not been satisfied before the end of the
period of 3 months, the registrar may issue a certificate of dissolution
of the limited liability partnership and if such certificate is issued, must –
(a) serve
the certificate on the limited liability partnership and secretary (if any);
(b) register
the certificate; and
(c) publish
a notice stating that such a certificate has been issued.
(5) A
certificate issued under paragraph (4) is conclusive evidence as to the
dissolution of the limited liability partnership.
(6) Despite
paragraph (5), where a certificate has been issued under paragraph (4)
or Regulations made under Article 38(1)(a) –
(a) on an
application made by –
(i) a person who was
a partner immediately before the certificate was issued, or
(ii) any
other person appearing to the Court to be interested; and
(b) in
circumstances described in Regulations made under Article 38(1)(a),
the Court may at any time
before a certificate of cancellation is issued under Article 23(1), or
when it makes an order declaring the cancellation of registration void under Article 23(5),
make an order, on such terms as the Court thinks fit, declaring the certificate
of dissolution void.
(7) In
making an order under paragraph (6) the Court may give such directions and
make such provisions as seem to the Court to be just, including (but not
limited to) directions and provisions –
(a) with
the aim of placing the limited liability partnership and all other persons in
the same position as nearly as may be as if the limited liability partnership
had not been dissolved; and
(b) requiring
the registrar to publish a notice of the Court’s decision and the effect
of that decision on the certificate issued under paragraph (4) or under
Regulations made under Article 38(1)(a).
(8) The
person on whose application the order under paragraph (6) was made shall
within 14 days after the making of the order (or such further time as the
Court may allow), deliver the relevant Act of Court to the registrar for
registration.
23 Cancellation
of registration
(1) The
registrar shall cancel the entry in the register relating to the limited
liability partnership and issue a certificate of cancellation of registration
where –
(a) the registrar has been notified of the
completion of the winding up of the affairs of the limited liability
partnership pursuant to Regulations made under Article 38(1)(a); or
(b) the registrar has been notified under Article 38(3)
of the Bankruptcy
(Désastre) (Jersey) Law 1990.
(2) On
cancelling a limited liability partnership’s registration under paragraph (1)
or pursuant to Regulations made under Article 38(1)(a) the registrar shall
publish a notice of that fact.
(3) A
certificate of cancellation of a limited liability partnership’s
registration issued by the registrar under paragraph (1) or pursuant to
Regulations made under Article 38(1)(a) is conclusive evidence as to the
cancellation of the registration of the limited liability partnership.
(4) Despite
paragraph (3), where the registration of a limited liability partnership
has been cancelled under this Article or pursuant to Regulations made under Article 38(1)(a) –
(a) on an
application made by –
(i) a person who was
a partner immediately before the cancellation, or
(ii) any
other person appearing to the Court to be interested; and
(b) in
circumstances described in those Regulations,
the Court may at any time
within 10 years of the date of the cancellation make an order, on such
terms as the Court thinks fit, declaring the cancellation of registration void.
(5) In
making an order under paragraph (4), the Court may give such directions
and make such provisions as seem to the Court to be just, including directions
and provisions –
(a) with
the aim of placing the limited liability partnership and all other persons in
the same position as nearly as may be as if the registration of the limited
liability partnership had not been cancelled; and
(b) requiring
the registrar to publish a notice of the Court’s decision and the effect
of that decision on the cancellation of registration.
(6) The
person on whose application the order under paragraph (4) was made shall
within 14 days after the making of the order (or such further time as the
Court may allow), deliver the relevant Act of Court to the registrar for
registration.
(7) A
person who fails to comply with paragraph (6) is guilty of an offence.
23A Economic substance
test[8]
(1) If
the Minister for Treasury and Resources receives a report from the Comptroller
of Revenue under Article 10(5) of the Taxation (Partnerships – Economic Substance) (Jersey) Law 2021 that a limited liability partnership has not met the economic
substance test within the meaning of that Law, the Minister for Treasury and
Resources may apply to the Court for an order under this Article.
(2) If
the Court is satisfied that the limited liability partnership has not met the
economic substance test, the Court may make an order –
(a) requiring
the limited liability partnership to take any action specified in the order for
the purpose of meeting the test, including (but not limited to) –
(i) regulating the
conduct of the limited liability partnership’s affairs in the future,
(ii) requiring
the limited liability partnership to do an act, or to refrain from doing or
continuing an act,
(iii) authorising
civil proceedings to be brought in the name and on behalf of the limited
liability partnership by such person or persons and on such terms as the court
may direct; or
(b) requiring
the dissolution of the limited liability partnership.
(3) If
the Court makes an order requiring the registrar to dissolve the limited
liability partnership, –
(a) the
Court may appoint any person to manage the dissolution and the Comptroller may
apply to the Court to change or remove the dissolution manager; and
(b) the
registrar must –
(i) issue a
certificate of dissolution of the limited liability partnership,
(ii) serve
the certificate on the limited liability partnership and secretary (if any),
(iii) register
the certificate, and
(iv) publish
a notice stating that the certificate has been issued.
PART
5
MISCELLANEOUS
AND GENERAL
24 Legal
proceedings
(1) Except as provided in
Regulations made under Article 38(1)(a), legal proceedings by or against a
limited liability partnership shall be instituted by or against the limited
liability partnership and any judgment shall be made in such proceedings in
favour of or against the limited liability partnership.
(2) Subject to paragraph (3)
and except as otherwise provided in Regulations made under Article 38(1)(a),
no judgment shall be enforced against any limited liability partnership
property unless such judgment has been made against the limited liability
partnership.
(3) Paragraph (2)
shall not affect any right of a judgment creditor of a partner in a limited
liability partnership to enforcement against that partner’s partnership
interest and any sum due to the partner from the limited liability partnership
by way of repayment of a loan.
(4) Where a judgment
creditor of a partner in a limited liability partnership has a right of
enforcement against any of that partner’s assets under paragraph (3),
the other partner or partners in the limited liability partnership may prevent
or stop enforcement against those assets by paying to the creditor whichever is
the lesser of the amount for which enforcement is sought and an amount equal to
the value of the first mentioned partner’s partnership interest plus any
sum due to that partner from the limited liability partnership by way of
repayment of a loan.
(5) A judgment creditor or
a partner in the limited liability partnership may apply to the Court for a
determination of the value of any limited liability partnership property for
the purpose of ascertaining the amount to be paid to the judgment creditor
under paragraph (4).
(6) Execution to enforce a
judgment obtained against a limited liability partnership pursuant to paragraph (1)
or against the person responsible for winding up the affairs of the limited
liability partnership pursuant to Regulations made under Article 38(1)(a)
shall only be capable of being issued against and satisfied out of the limited
liability partnership property as at the date of such execution (no account
being taken of any changes in the partners composing the limited liability
partnership prior to such date).
(7) Any person shall have
the right to join or otherwise institute proceedings against –
(a) any
partner or any former partner of a limited liability partnership who is liable
by virtue of Article 5(3) or 12(6); and
(b) any
person holding limited liability partnership property on behalf of a limited
liability partnership, for the purposes of enforcement against that property.
25 Service
of documents and other communications
(1) Subject to paragraph (2) –
(a) service
of a document on a limited liability partnership may be effected by sending it
by post or delivering it to the registered office of the limited liability
partnership; and
(b) service
of a document on a partner in the partner’s capacity as such may be
effected by sending it by post or delivering it either to the partner at the
registered office of the limited liability partnership or at the address for
service stated for the partner in the declaration.
(2) The Minister may by
Order –
(a) make
provision for the registrar to be given information, in addition to the details
required for the purposes of registration, by the limited liability partnership
or its partners for the purpose of effecting service of documents relevant to
the registrar’s functions under this Law;
(b) make
provision for service of documents and other communications to be effected, or
be deemed to have been effected, by means in addition to, or instead of, the
methods described in paragraph (1).[9]
26 Order
for compliance
(1) Where a person who is
required by this Law to sign or deliver any document, or permit the inspection,
delivery, signing or copying of any document, fails to do so, a person who is
aggrieved by the failure may apply to the Court for an order directing that
person to comply with the Law and upon such application the Court may make such
order as it considers appropriate in the circumstances.
(2) An application may be
made under paragraph (1) notwithstanding the imposition of a penalty in
respect of the failure and in addition to any other rights the applicant may
have at law.
27 Appointment
and functions of registrar
(1) The registrar of
companies appointed under Article 196 of the Companies (Jersey)
Law 1991 shall be the registrar of limited liability partnerships.
(2) The registrar shall
maintain a register of limited liability partnerships which shall contain any
declaration, return or statement, or copy of any such declaration, return or
statement, delivered to the registrar and the issue of any certificate by the
registrar pursuant to this Law.
(3) Any certificate issued
by the registrar under this Law shall be signed by the registrar and sealed with
the registrar’s seal (if any).
(4) The Commission may
direct a seal to be prepared for the authentication of documents required for
or in connection with the registration of limited liability partnerships.
(5) Any functions of the
registrar under this Law may, to the extent authorized by the registrar, be
exercised by an officer on the staff of the Commission.
(6) The registrar, on
application or of his or her own motion, if the registrar is satisfied that it
is necessary to do so, may remove from the register material that –
(a) derives
from anything invalid or ineffective or that was done without the authority of
the limited liability partnership; or
(b) is
inaccurate, or is derived from something that is inaccurate or forged.
(7) Before exercising the
power in paragraph (6), the registrar must publish his or her policy as to –
(a) who
may make an application;
(b) the
information to be included in and documents to accompany an application;
(c) the
notice to be given of an application and of its outcome;
(d) a
period in which objections to an application may be made;
(e) how
an application is to be determined;
(f) the
appeal process that will apply in a case where a person is aggrieved by the
registrar’s decision to remove the material.
28 Fees,
charges and forms
(1) The Commission may
require the payment to it by a limited liability partnership of an annual
administration fee, which shall be paid by the limited liability partnership in
accordance with paragraph (3).
(2) The States may by
Regulations provide that, in addition to any annual administration fee, a
limited liability partnership shall pay to the Commission annually such amount
as the States determine in the Regulations.
(3) The annual
administration fee and the annual additional amount under paragraph (2)
(if any) are payable by a limited liability partnership to the Commission
before the end of February in each year following the year in which the limited
liability partnership is registered.
(4) An annual
administration fee and an annual additional amount (if any) are debts due by a
limited liability partnership to the Commission, and are recoverable
accordingly in a court of competent jurisdiction.
(5) The Commission shall
pay to the Treasurer of the States any additional amounts that are paid to the
Commission under Regulations made under paragraph (2).
(6) The Commission may
additionally require –
(a) the
payment to it of fees in respect of the performance by the registrar of his or
her functions under this Law;
(b) the
payment of a fee for the provision by the registrar of –
(i) any service or
assistance, or
(ii) any
documents, or information; and
(c) the
payment of a late delivery fee if a copy of a document is not delivered to the
registrar as required by this Law, which shall be payable when the document is
delivered.
(7) Where a fee mentioned
in paragraph (6) is payable in respect of the performance of a function by
the registrar, the registrar need take no action until the fee is paid.
(8) Where the fee is
payable on the receipt by the registrar of a document required to be delivered
to the registrar the registrar shall be taken not to have received the document
until the fee is paid.
(9) The Commission may
publish forms and other documents to be used for any of the purposes of this
Law together with details of the manner in which any such document to be
delivered to the registrar is to be authenticated.
(10) Where this Law requires a
document to be delivered to the registrar, but the form of the document has not
been published by the Commission, it shall be sufficient compliance with the
requirement if a document or the information it must contain is delivered in a
form and manner acceptable to the registrar.
(11) A fee referred to in this
Article is the fee for the time being published for this purpose and in effect,
in accordance with Article 15 of the Financial Services Commission
(Jersey) Law 1998.
29 Inspection
and production of documents kept by registrar
(1) A person may –
(a) inspect
a document delivered to the registrar under this Law and kept by the registrar
or, if the registrar thinks fit, a copy thereof; or
(b) require
a certificate of the registration of a declaration or copy, certified or
otherwise, of any other document or part of any other document referred to in
sub-paragraph (a),
and a certificate given under sub-paragraph (b) shall be signed
by the registrar and sealed with the registrar’s seal (if any).
(2) A copy of or extract
from a record kept by the registrar, certified in writing by the registrar
(whose official position it is unnecessary to prove) to be an accurate copy of
such record delivered to the registrar under this Law, shall in all legal
proceedings be admissible in evidence as of equal validity with the original
record and as evidence of any fact stated therein of which direct oral evidence
would be admissible.
(3) The
registrar may publish details of the times during which, and the manner by
which, a document may be inspected or issued under paragraph (1).
30 Production
and inspection of records where offence suspected
(1) If, on an application
by the Attorney General, there is shown to be reasonable cause to believe that
a person has, while a partner or secretary of the limited liability
partnership, committed an offence in connection with the management of the
limited liability partnership’s affairs and that evidence of the
commission of the offence is to be found in any records of or under the control
of the limited liability partnership or a partner or secretary, the Court may
make an order –
(a) authorizing
a person named in it to inspect the records in question for the purpose of
investigating and obtaining evidence of the offence; or
(b) requiring
the secretary or a partner of the limited liability partnership named in the
order to produce and make available the records to a person named in the order
at a place so named.
(2) The decision of the
Court on an application under this Article is not appealable.
31 Destruction
of old records, etc.
(1) Where a limited
liability partnership has been dissolved, the registrar may, at any time after
10 years from the date of the cancellation of its registration, destroy
any records relating to that limited liability partnership in the
registrar’s possession or under the registrar’s control.
(2) After 10 years
from the cancellation of a limited liability partnership, no responsibility
rests on any person to whom custody of the records has been committed by reason
of any record not being forthcoming to a person claiming to be interested in
it.
32 Legal professional privilege
Where criminal proceedings are instituted by the Attorney General
under this Law against any person, nothing in this Law is to be taken to
require any person to disclose any information which the person is entitled to
refuse to disclose on grounds of legal professional privilege in proceedings in
a court.
33 Registration
in the Public Registry
The Judicial Greffier
shall register in the Public Registry all Acts and orders made under this Law
affecting immovable property.
34 Offences
of giving false or misleading etc. information
(1) A person who makes a
statement in any document, material, evidence or information which is required
to be delivered to the registrar under this Law that, at the time and in the
light of the circumstances under which it is made, is false or misleading with
respect to any material fact, or that omits to state any material fact the
omission of which makes the statement false or misleading, shall be guilty of
an offence.
(2) A person shall not be
guilty of an offence under paragraph (1) if the person did not know that
the statement was false or misleading and with the exercise of reasonable
diligence could not have known that the statement was false or misleading.
(3) A person who carries on
a business under a name or title which includes the words “limited
liability partnership” or any contraction of those words when the person
is not registered as a limited liability partnership under this Law or
otherwise established as a limited liability partnership in another
jurisdiction, shall be guilty of an offence.
(4) A person who wilfully
takes or uses any name, title, addition or description implying that the person
is a partner in a limited liability partnership when the person is not, or
implying that a person is a partner in a partnership which is not a limited
liability partnership when the partnership is a limited liability partnership,
shall be guilty of an offence.
35 Criminal liability of partners, directors and other officers
(1) This Article applies
where an offence under this Law by a body corporate, a limited liability
partnership or any other partnership with separate legal personality is proved –
(a) to
have been committed with the consent or connivance of a person mentioned in paragraph (2);
or
(b) to be
attributable to any neglect on the part of a person mentioned in paragraph (2).
(2) The persons to whom paragraph (1)
refers are –
(a) in
the case of an incorporated limited partnership, a general partner or a limited
partner who is participating in the management of the partnership;
(b) in
the case of any other body corporate, a director, manager or other similar
officer of the body corporate;
(c) in the
case of a limited liability partnership, a partner;
(d) in
the case of a separate limited partnership or any partnership with a separate
legal personality except a limited liability partnership, a general partner or
a limited partner who is participating in the management of the partnership; or
(e) in
any case, any other person purporting to act in a capacity described in any of
sub-paragraphs (a), (b), (c) and (d).
(3) Where this Article
applies, the person shall also be guilty of the offence and liable to the
penalty provided for that offence in the same manner as the incorporated
limited partnership, other body corporate, limited liability partnership,
separate limited partnership or other partnership with separate legal
personality.
(4) Where the affairs of a
body corporate are managed by its members, paragraphs (1) and (3) shall
apply in relation to acts and defaults of a member in connection with that
member’s functions of management as if the member were a director of the
body corporate.
36 Penalties
(1) The penalty for an
offence under Article 6(13), 7(11), 8(5), 9(4), 10(6), 10(7), 10(8),
10(9), 11(5), 12(4), 19(3), 20(4), or 23(7) shall be a fine not
exceeding level 3 on the standard scale.
(2) The penalty for an
offence under Articles 12(12), 12(13), 34(1), 34(3) or 34(4) shall be
a fine and 2 years imprisonment.
37 Limitation
of liability
(1) No person or body to
whom this Article applies shall be liable in damages for anything done or
omitted in the discharge or purported discharge of any functions under this Law
or any enactment made, or purportedly made, under this Law unless it is shown
that the act or omission was in bad faith.
(2) This Article applies to –
(a) the
States;
(b) the
Minister or any person who is, or is acting as, an officer, servant or agent in
an administration of the States for which the Minister is assigned
responsibility;
(c) the
Commission, any Commissioner or any person who is, or is acting as, an officer,
servant or agent of the Commission; and
(d) the
registrar, the deputy registrar, an assistant registrar or any person who is,
or is acting as, an officer, servant or agent of the registrar.[10]
38 Regulations
(1) The States by
Regulations may provide for –
(a) the
dissolution and winding up of solvent or insolvent limited liability
partnerships;
(b) the
recognition of proceedings in other jurisdictions brought by, for or against a
limited liability partnership;
(c) the
preparation of accounts of limited liability partnerships, including –
(i) the form and content
of financial statements,
(ii) the
period they need to cover, and
(iii) the
time limits by which they should be prepared or submitted; and
(d) the
audit and supervision of limited liability partnerships.
(2) Regulations made under paragraph (1)(a)
may include following provisions for the purposes of, in connection with or in
consequence of the dissolution or winding up of the limited liability
partnership –
(a) the settling of accounts on dissolution and winding up;
(b) the
appointment and qualifications of an insolvency manager;
(c) when
the registration of a limited liability partnership ceases to have effect;
(d) the
circumstances, in the dissolution or winding up of a limited liability
partnership, when a limited liability partnership is not a legal person as
described in Article 2(4);
(e) the
vesting or holding of limited liability property or the interests of the
partners in the limited liability partnership property in the dissolution or
winding up;
(f) the
liability of a partner or former partner when limited liability partnership
property is withdrawn otherwise that in the ordinary course of the affairs of
the limited liability partnership;
(g) the
circumstance when the duty to appoint a secretary ceases;
(h) the
duties of a secretary or former secretary in respect of the keeping or delivery
of accounting records;
(i) the
retirement of a partner;
(j) circumstances
when an application may be made for the registration of a dissolution of a
limited liability partnership to be cancelled;
(k) the
actions to be taken after the dissolution of a limited liability partnership,
including the issuing or cancellation of any certificate or the publishing of
any notice;
(l) the
institution of legal proceedings or the enforcement of a judgement on behalf of
or against a limited liability partnership.
(3) Paragraph (2) does
not limit the generality of paragraph (1)(a).
(4) Regulations made under paragraph (1)(d)
may –
(a) stipulate
qualifications for auditors;
(b) provide
for their registration, appointment, functions, powers, duties, status and
immunities; and
(c) provide
the disciplinary control of auditors (including the suspension and revocation
of registration), and the suspension and removal of persons appointed as
auditors of particular limited liability partnerships.
(5) Paragraph (4) does
not limit the generality of paragraph (1)(d).
(6) The States may by
Regulations amend Articles 1, 6 to 12, 18 to 20,
22, 23, 25, 27 to 29 and 31.
(7) Regulations made under
this Law may make amendments to any enactment, including any provision of the
Schedule that is not in force, as appear to the States to be expedient in
connection with the repeal of the Limited Liability Partnerships (Jersey)
Law 1997 or the coming into force of this Law.
(8) Regulations made under
this Law may make any provision for the purpose of carrying this Law into
effect and may –
(a) provide for the Minister or Commission to exercise a discretion in
respect of matters provided for in the Regulations;
(b) make different provision for different cases and contain such
incidental, supplemental, transitional, consequential and savings provisions as
appear to the States to be necessary or expedient; and
(c) create offences, and specify penalties for such offences not
exceeding imprisonment for 2 years and a fine.[11]
39 Orders[12]
(1) The Minister may by
Order prescribe any matter which is to be prescribed under this Law.
(2) An Order made under
this Law may make different provision for different cases and contain such
incidental, supplemental and transitional provisions as appear to the Minister
to be necessary or expedient.
(3) The Minister shall
consult the Commission before making any Orders under this Law.
40 Rules
of Court
The power to make rules
of court under the Royal Court (Jersey) Law 1948 shall include a power to make Rules for the purposes of this Law.
41 Professional
rules not affected by Law
Nothing in this Law
affects any duty arising in respect of partners that are subject to the rules
or laws of Jersey in respect of their profession as a solicitor, advocate, accountant
or other profession.
42 Customary
law
The rules of customary
law applicable to a partnership shall apply to a limited liability partnership
except in so far as they are inconsistent with the express provisions of this
Law.
43 Citation
This Law may be cited as
the Limited Liability Partnerships (Jersey) Law 2017.