Jersey Law 3/1997
LIMITED LIABILITY
PARTNERSHIPS (JERSEY) LAW 1997
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ARRANGEMENT OF
ARTICLES
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PART I
PRELIMINARY
PART II
ESSENTIALS OF A LIMITED LIABILITY PARTNERSHIP
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2.
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Limited
liability partnership.
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3.
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Limited
liability partnership property.
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4.
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Liability
of a limited liability partnership.
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5.
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Liability
of a partner or former partner in a limited liability partnership.
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6.
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Requirement
for and payment of financial provision.
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7.
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Name
of limited liability partnership.
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8.
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Registered
office.
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9.
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Accounts
and audit.
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10.
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Keeping
and form of limited liability partnership records.
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PART III
RELATIONS OF PARTNERS IN A LIMITED LIABILITY
PARTNERSHIP WITH ONE ANOTHER AND THIRD PARTIES
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11.
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Relations
of partners to one another.
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12.
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Dealings
by partners with limited liability partnership.
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13.
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Admission
and retirement of partners.
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14.
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Assignments,
etc.
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15.
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Agency
of partner in a limited liability partnership.
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PART IV
REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP
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16.
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Registration
of a limited liability partnership.
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17.
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Amendment
of declaration.
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18.
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Annual
declaration.
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19.
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Validity
and proof of registration.
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PART V
DISSOLUTION AND WINDING UP ETC.
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20.
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Dissolution
upon a change in the partners in a partnership.
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21.
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Dissolution
upon partnership ceasing to have two or more partners.
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22.
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Dissolution
by act of partner or other occurrence.
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23.
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Power
of Court to order dissolution.
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24.
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Continuation
of partnership following dissolution.
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25.
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Winding
up.
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26.
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Power
of Court to give directions as to winding up.
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27.
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Application
of financial provision.
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28.
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Settling
accounts on winding up.
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29.
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Completion
of winding up.
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30.
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Effect
of declaration that a partnership is “en désastre”.
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31.
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Cancellation
of registration following winding up etc.
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PART VI
MISCELLANEOUS AND GENERAL
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32.
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Recognition
of proceedings in other jurisdictions.
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33.
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Legal
proceedings.
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34.
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Service
of documents.
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35.
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Order
for compliance.
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36.
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Appointment
and functions of registrar.
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37.
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Fees
and forms.
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38.
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Inspection
and production of documents kept by registrar.
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39.
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Destruction
of old records, etc.
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40.
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Registration
in the Public Registry.
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41.
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Offences.
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42.
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Aiders
and abettors.
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43.
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Penalty
for offences.
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44.
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Regulations
relating to insolvent limited liability partnerships.
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45.
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Regulations
to amend Article 6.
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46.
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Orders.
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47.
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Rules
of court.
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48.
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Consequential
amendments.
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49.
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Customary
Law.
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50.
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Short
title and commencement.
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SCHEDULE
- Amendment of enactments.
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LIMITED LIABILITY
PARTNERSHIPS (JERSEY) LAW 1997
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A LAW to make provision for the establishment, dissolution and winding
up of limited liability partnerships, for their registration and for connected
purposes, sanctioned by Order of Her Majesty in Council of the
19th day of november 1996
____________
(Registered on the
10th day of January 1997)
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STATES OF JERSEY
____________
The 24th day of September 1996
____________
THE
STATES, subject to
the sanction of Her Most Excellent Majesty in Council, have adopted the
following Law –
PART I
PRELIMINARY
ARTICLE 1
Interpretation
(1) In
this Law, unless the context otherwise requires –
“act”
includes omission;
“annual
declaration” shall be construed in accordance with Article 18;
“bank”
means a person registered under the Banking Business (Jersey) Law 1991;
“charge”
includes a security interest created in accordance with the Security Interests
(Jersey) Law 1983, and cognate terms shall be
construed accordingly;
“the
Committee” means the Finance and Economics Committee;
“the
Court” means the Royal Court;
“debt”
includes obligation;
“declaration”
means a declaration delivered to the registrar pursuant to Article 16 together
with any statement delivered to the registrar pursuant to Article 17 or paragraph
(2) of Article 24 specifying a change in the information stated in it;
“designated
partner” means, in relation to a limited liability partnership, any
partner identified as such in the declaration or, if none, the partner whose
name first appears in the statement of partners in the declaration;
“insolvent”
shall be construed in accordance with paragraph (2);
“insurance
company” means a company carrying on insurance business in accordance
with the requirements of the Insurance Business (Jersey) Law 1996;
“limited
liability partnership” shall be construed in accordance with Article 2;
“limited
liability partnership property” has the meaning given to it in paragraph
(1) of Article 3.
“loss”
includes damage and injury;
“partner”
means, in relation to a limited liability partnership, any person who is a
partner in that partnership and named as such in the declaration;
“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, his share of the profits and losses of the partnership and his
right to receive distributions of the limited liability partnership property,
including any sum due to him and for the time being retained in the partnership
otherwise than by way of a loan, together with any other benefit conferred by
the partnership agreement other than any liability of the partnership to him by
way of loan;
“prescribed”
means prescribed by Order made by the Committee;
“property”
means land, money, goods, things in action, goodwill, and every valuable thing,
whether movable or immovable, and whether situated in the Island or elsewhere,
and also means obligations, servitudes, and every description of estate,
interest, and profit, present or future, vested or contingent, arising out of
or incident to property;
“register”
means the register maintained pursuant to paragraph (2) of Article 36;
“registrar”
shall be construed in accordance with paragraph (1) of Article 36 and
“his seal” in relation to the registrar means a seal prepared under
that Article;
“registration
date” means, in relation to a limited liability partnership, the date
specified in the certificate issued pursuant to paragraph (5) of Article 16;
“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, his death or, where the person is not an individual, its ceasing to
exist.
(2) For
the purposes of this Law, a limited liability partnership is insolvent if it is
unable to discharge its debts, including any liability to a partner or former
partner by way of loan but excluding any liability to a partner or former
partner in respect of his partnership interest or otherwise, as they fall due.
(3) For
the purposes of this Law, any reference to a loan includes any payment of
interest on the loan which has fallen due.
(4) In
this Law, where a limited liability partnership has more than one designated
partner –
(a) any thing that the
designated partner is required by this Law to do may be done by any one of the
designated partners; and
(b) any thing which
constitutes an offence by the designated partner under this Law constitutes an
offence by each of the designated partners.
(5) Where
more than one person is responsible for winding up the affairs of a limited
liability partnership, paragraph (4) shall have effect in relation to the
persons responsible for winding up the affairs of the limited liability
partnership as it has effect in relation to designated partners.
(6) In
this Law, except as provided in paragraph (8) of Article 6, any reference to
the person responsible for winding up the affairs of a limited liability
partnership shall be construed as a reference to the person so responsible by
virtue of paragraph (1) or (2) of Article 25 or paragraph (5) of Article 32.
(7) 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, his full name and an address for service in the Island;
(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
in any other case
its full name and principal place of business.
(8) A
reference in this Law to an Article by number only, and without further
identification, is a reference to the Article of that number contained in this
Law.
(9) A
reference in an Article or other division of this Law to a paragraph,
sub-paragraph or clause by number or letter only, and without further identification,
is a reference to the paragraph, sub-paragraph or clause of that number or
letter contained in the Article or other division of this Law in which the
reference occurs.
(10) A
reference in this Law to an enactment is a reference to that enactment as
amended, and includes a reference to that enactment as extended or applied by
or under any other enactment, including any other provision of that enactment.
PART II
ESSENTIALS OF A LIMITED LIABILITY PARTNERSHIP
ARTICLE 2
Limited liability
partnership
(1) A
limited liability partnership shall only have the benefit of this Law if and
for so long as it is registered in accordance with this Law.
(2) A
limited liability partnership may be registered where persons who wish a
business to be carried on with a view of profit have agreed (with or without
other terms) –
(a) that the business shall
be carried on, following the registration date, in the form of a limited
liability partnership;
(b) that they shall each
contribute effort and skill to the business as an agent of the limited
liability partnership but not of each other, in accordance with Article 15; and
(c) that the profits of the
business shall be divided between them and that they shall each have an
interest in the limited liability partnership property to the extent described
in paragraph (6).
(3) Registration
of a limited liability partnership shall take effect upon its registration
date, and shall cease to have effect upon cancellation of its registration
pursuant to Article 31.
(4) Except
as provided in paragraph (4) of Article 25, 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
limited liability partnership brought about by the admission, retirement or
death of a partner, or by a partner other than an individual ceasing to exist,
shall not affect the existence, rights or liabilities of that legal person.
(5) Sub-paragraph
(b) of paragraph (4) 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 to the partnership agreement, an interest in the profits of the
limited liability partnership and, in accordance with Article 28, in the
limited liability partnership property.
(7) Any
number of persons may be partners in a limited liability partnership.
(8) Any
person may be a partner in a limited liability partnership.
ARTICLE 3
Limited liability
partnership property
(1) The
property of a limited liability partnership consists of all property –
(a) brought into the
partnership; or
(b) created or acquired by
or acquired on account of the partnership either in the course of the
partnership business or with money of the partnership.
(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 paragraph (4) of Article 25,
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.
ARTICLE 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.
ARTICLE 5
Liability of a
partner or former partner in a limited liability partnership
(1) Subject
to paragraphs (2) to (4) of this Article and paragraph (4) of Article 6, a
partner or former partner in a limited liability partnership shall not be
liable for any debt or loss to which paragraph (1) of Article 4 applies,
including any debt of or loss caused by the act of another partner in the
partnership.
(2) Paragraph
(1) shall not affect any liability of a partner or former partner in a limited
liability partnership for –
(a) his personal debts; and
(b) any loss caused by him.
(3) Where
any limited liability partnership property, including a share in the
partnership profits, is withdrawn by a partner at a time when the partnership
is unable to pay its debts, or if the partnership becomes unable to pay its
debts as a result of the withdrawal, he shall be liable for any debt or loss to
which paragraph (1) of Article 4 applies, but his liability shall be limited to
an amount equal to the value of the withdrawal, less any amount previously
recovered from him by virtue of this paragraph or paragraph (4).
(4) Where,
during the period of six months preceding the time when a limited liability
partnership becomes unable to pay its debts, any limited liability partnership
property, including a share in the partnership profits, is withdrawn by a
partner other than in the ordinary course of the affairs of the partnership, he
shall be liable for any debt or loss to which paragraph (1) of Article 4
applies, but his liability shall be limited to an amount equal to the value of
the withdrawal, less any amount previously recovered from him by virtue of this
paragraph or paragraph (3).
(5) For
the purposes of this Article, a limited liability partnership is unable to pay
its debts at any time when it is unable to pay its debts which have fallen due,
including any liability to a partner or former partner by way of loan, but
excluding –
(a) any liability to a partner
or former partner in respect of his partnership interest; and
(b) any debt to the extent
that the partnership has bona fide grounds on which to dispute it.
(6) In
any proceedings the burden of proving that a limited liability partnership had
bona fide grounds on which to dispute a debt to any extent shall rest with the
person denying liability under paragraph (3) or (4).
(7) This
Article shall continue to apply to a person who was a partner or former partner
in a limited liability partnership after that partnership’s registration
has been cancelled in accordance with Article 31.
ARTICLE 6
Requirement for
and payment of financial provision
(1) A
limited liability partnership shall, throughout the relevant period, maintain
the financial provision described in paragraph (2).
(2) The
financial provision –
(a) shall require one or
more banks or insurance companies, upon dissolution of the limited liability
partnership, to pay to the person responsible for winding up the affairs of the
limited liability partnership an amount, or aggregate amount, as the case may
be, which is not less than the specified sum, without set-off or retention of
any kind; and
(b) shall not be assigned,
charged or otherwise encumbered by the limited liability partnership.
(3) No
proceedings for enforcement of any judgment or act may be taken in respect of
the financial provision described in paragraph (2) by any creditor of the
limited liability partnership or of any partner in it.
(4) Subject
to paragraphs (5) and (6), if a limited liability partnership is dissolved and
the payment described in sub-paragraph (a) of paragraph (2) is not made, the
following persons shall be liable to any creditor in the payment of whom the
payment described in paragraph (2) would have been applied by virtue of
paragraph (1) of Article 27 as if paragraph (1) of Article 5 did not apply
–
(a) the persons who were
partners in the limited liability partnership immediately before its
dissolution; and
(b) where paragraph (1) was
not complied with at the time when the debt was incurred or arose or loss
caused which gave rise to the creditor’s claim, any person who was a
partner at that time.
(5) For
the purposes of paragraph (4), the payment described in sub-paragraph (a) of
paragraph (2) shall be deemed to have been made if, upon dissolution of a
limited liability partnership, an amount, or aggregate amount, which is not
less than the specified sum is paid to the person responsible for winding up
the affairs of the limited liability partnership from any source without
set-off or retention of any kind.
(6) For
the purposes of sub-paragraph (b) of paragraph (4), a failure to maintain the
financial provision described in paragraph (2) which is not attributable to the
default of any of the partners and which is remedied within 28 days after the
day on which it arises shall not constitute a failure to comply with paragraph
(1).
(7) In
any proceedings, the burden of proving that the foregoing provisions of this
Article have been complied with shall rest with the person who claims the
limitation of liability conferred by paragraph (1) of Article 5.
(8) In
this Article and in Article 27, in the case of a limited liability partnership
to which paragraph (1) of Article 30 applies, any reference to the person
responsible for winding up the affairs of the limited liability partnership
means the Viscount.
(9) In
this Article –
“the
relevant period” means, in relation to a limited liability partnership,
the period beginning upon its registration date and ending upon whichever shall
be the earlier of –
(a) the payment described
in sub-paragraph (a) of paragraph (2) or paragraph (5) being made; or
(b) cancellation of its
registration in accordance with Article 31;
“specified
sum” means £5 million, or such other sum as may be prescribed.
ARTICLE 7
Name of limited
liability partnership
(1) The
name of a limited liability partnership shall end with the words “Limited
Liability Partnership”.
(2) Notwithstanding
paragraph (1), a limited liability partnership may use the abbreviation
“LLP” or “L.L.P.” in place of the words “Limited
Liability Partnership”.
(3) A
change of name of a limited liability partnership shall not take effect before
a certificate in respect of it is issued by the registrar pursuant to paragraph
(3) of Article 17.
(4) 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,
he may –
(a) where the name is
stated in a declaration delivered pursuant to Article 16, refuse to register
the limited liability partnership; and
(b) where the name is
specified in a statement delivered pursuant to paragraph (1) of Article 17,
refuse to register the name and issue a certificate in respect of it pursuant
to paragraph (3) of that Article.
(5) 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.
(6) Where
a limited liability partnership which has its name inscribed in the Public
Registry of Contracts as being the holder of, or having an interest in,
immovable property changes its name, the designated partner shall deliver to
the Judicial Greffier a copy of the certificate issued by the registrar
pursuant to paragraph (3) of Article 17 within 14 days after it is issued.
(7) Upon
delivery to him of the copy referred to in paragraph (6), the Judicial Greffier
shall cause the new name to be registered in the Public Registry of Contracts.
(8) If
default is made in compliance with paragraph (6), the designated partner is
guilty of an offence.
(9) A
limited liability partnership shall have its name, the number assigned to it by
the registrar on registration (if any) and the words “registered as a
limited liability partnership in Jersey” clearly stated on all its
correspondence, invoices, statements and other public documents.
ARTICLE 8
Registered office
(1) A
limited liability partnership shall have a registered office in the Island.
(2) A
change of the address of the registered office of a limited liability
partnership shall not take effect before the delivery to the registrar of a
statement in respect of it pursuant to paragraph (1) of Article 17.
(3) Where
the change of address 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, a person may validly
serve any document on the partnership or on any of its partners, within that
period, at the partnership’s previous registered office.
(4) A
limited liability partnership shall keep at its registered office –
(a) a list showing in
alphabetical order the name and address of each partner and indicating which of
them is a designated partner;
(b) a copy of the
declaration;
(c) a copy of the most
recent annual declaration;
(d) a copy of any statement
delivered to the registrar under this Law;
(e) a copy of any
certificate issued by the registrar under this Law; and
(f) if the
partnership agreement has been reduced to writing, a copy of that agreement and
any amendment made to it.
(5) The
records kept under paragraph (4) shall be –
(a) prima facie evidence of the particulars which are by that paragraph
directed to be contained in them;
(b) available for
inspection and copying without charge during ordinary business hours at the
request of a partner.
(6) The
list kept under sub-paragraph (a) of paragraph (4) shall be amended within 28
days after any change in the particulars contained in it.
(7) If
default is made in compliance with this Article the designated partner is
guilty of an offence.
ARTICLE 9
Accounts and
audit
(1) A
limited liability partnership shall keep for 10 years accounting records which
are sufficient to show and explain its transactions and are such as to disclose
with reasonable accuracy at any time its financial position.
(2) Subject
to the partnership agreement, it shall not be necessary for a limited liability
partnership to appoint an auditor or have its accounts audited.
(3) If
default is made in compliance with paragraph (1) the designated partner is
guilty of an offence and liable to a fine or up to two years’
imprisonment or to both a fine and such imprisonment.
ARTICLE 10
Keeping and form
of limited liability partnership records
(1) A
limited liability partnership shall 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 it is
required by paragraph (4) of Article 8 and paragraph (1) of Article 9 to keep.
(2) The
records referred to in paragraph (1) 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.
(3) If
default is made in compliance with paragraph (1) the designated partner is
guilty of an offence and liable to a fine or up to two years’
imprisonment or to both a fine and such imprisonment.
PART III
RELATIONS OF PARTNERS IN A LIMITED LIABILITY
PARTNERSHIP WITH ONE ANOTHER AND THIRD PARTIES
ARTICLE 11
Relations of
partners to one another
(1) Subject
to Parts I to V, 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
paragraph (1) of Article 5.
(3) Paragraph
(2) shall not be construed as limiting the ability of the partners in a limited
liability partnership, as between themselves, to indemnify any of them or any
former partner in respect of any debt or loss.
ARTICLE 12
Dealings by
partners with limited liability partnership
A partner in a
limited liability partnership may enter into any transaction with the
partnership, including lending money to and borrowing money from it.
ARTICLE 13
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 described in paragraph (1) of Article 24, a partner may only retire from a
limited liability partnership in accordance with the partnership agreement.
(3) No
retirement shall have effect before a statement is delivered to the registrar
specifying the change pursuant to paragraph (1) of Article 17 or paragraph (2)
of Article 24, as the case may be.
ARTICLE 14
Assignments, etc
(1) A
partner in a limited liability partnership may not assign the whole or part of
his partnership interest, except by way of charge.
(2) Notwithstanding
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 who is an individual, on a partner who is not an individual
ceasing to exist, or in accordance with the partnership agreement.
(3) Subject
to the partnership agreement, a partner in a limited liability partnership may
create a charge over his partnership interest.
ARTICLE 15
Agency of partner
in a limited liability partnership
(1) A
partner in a limited liability partnership is not an agent of the other
partners in that partnership.
(2) Every
partner in a limited liability partnership is the agent of that partnership and
accordingly, but subject to paragraph (3), the acts of a partner in his
capacity as a partner shall bind the limited liability partnership.
(3) The
acts of a partner in a limited liability partnership shall not bind that
partnership where –
(a) he is not acting as a
partner or is acting without authority; and
(b) the person with whom he
is dealing knows or should know that to be the position.
(4) A
partner shall not be acting with authority unless he 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 IV
REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP
ARTICLE 16
Registration of
limited liability partnership
(1) An
application for registration as a limited liability partnership may be made by
persons to whom paragraph (2) of Article 2 applies.
(2) An
application shall be in the form of a declaration, signed by any person who is,
on registration, to be a designated partner, delivered to the registrar.
(3) The
declaration shall state –
(a) that the persons by
whom the application is made are persons to whom paragraph (2) of Article 2
applies;
(b) the proposed name of
the limited liability partnership, such name to comply with paragraph (1) of
Article 7;
(c) the intended address of
the registered office of the limited liability partnership;
(d) the name and address of
each person who is to be a partner in the limited liability partnership,
indicating which of them is to be a designated partner;
(e) the date on which it is
proposed that registration should take effect;
(f) the term, if any,
for which the limited liability partnership is to exist or, if for unlimited
duration, a statement to that effect; and
(g) such other information
as may be prescribed.
(4) The
declaration shall be accompanied by such documents as may be prescribed.
(5) Subject
to paragraph (4) of Article 7, upon receipt of an application complying with
paragraphs (2) to (4), the registrar shall register the limited liability
partnership and issue a certificate specifying the date on which registration
of the limited liability partnership takes effect, being a date not earlier
than the date on which the certificate is issued.
ARTICLE 17
Amendment of
declaration
(1) Subject
to paragraph (2), within 28 days after any change in the information stated in
the declaration, there shall be delivered to the registrar a statement signed
by the designated partner specifying the nature of the change.
(2) No
statement is required to be delivered under paragraph (1) in respect of the retirement
of a partner which is specified in a statement delivered pursuant to paragraph
(2) of Article 24.
(3) Subject
to paragraph (4) of this Article and paragraph (4) of Article 7, upon delivery
of a statement pursuant to paragraph (1) the registrar shall register the
change specified in it and issue a certificate to that effect.
(4) A
statement delivered to the registrar specifying the admission of an additional
partner to the limited liability partnership shall be deemed to be delivered to
the registrar on the day that the partner is so admitted, whether before or
after the day on which the statement is delivered.
(5) If
default is made in compliance with paragraph (1), the designated partner is
guilty of an offence.
ARTICLE 18
Annual
Declaration
(1) Subject
to paragraph (2), before the end of February, in every year following the year
in which a limited liability partnership is registered, the designated partner
shall deliver an annual declaration signed by him to the registrar stating the
name and address of every person who, on the first day of January in that year,
was a partner in the partnership.
(2) Paragraph
(1) shall not apply to a limited liability partnership which is the subject of
a declaration made under Article 6 of the Bankruptcy Désastre (Jersey)
Law 1990.
(3) If
default is made in compliance with paragraph (1) the designated partner is
guilty of an offence.
ARTICLE 19
Validity and
proof of registration
(1) No
error in the declaration delivered to the registrar pursuant to Article 16, the
annual declaration delivered pursuant to Article 18 or any statement delivered
to the registrar pursuant to this Law, nor any default in the delivery of an
annual declaration, 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) A
certificate issued under paragraph (5) of Article 16 is conclusive evidence as
to the registration of a limited liability partnership.
PART V
DISSOLUTION AND WINDING UP, ETC
ARTICLE 20
Dissolution upon
a change in the partners in a partnership
Subject to
Article 21, a limited liability partnership shall not be dissolved by any
change in the persons who are partners in it if the partnership agreement so
provides.
ARTICLE 21
Dissolution upon
partnership ceasing to have two or more partners
(1) Notwithstanding
any provision, express or implied, of the partnership agreement to the
contrary, a limited liability partnership shall be dissolved immediately upon
there ceasing to be two or more partners in the partnership.
(2) Where
the person responsible for winding up the affairs of the limited liability
partnership is the person who, at the time of dissolution, was the last
remaining partner he shall, within 28 days after the dissolution, deliver a
statement of dissolution signed by him to the registrar.
(3) Where
the person responsible for winding up the affairs of the limited liability
partnership is not the person described in paragraph (2), he shall, within 28
days after the day on which he becomes the person so responsible, deliver a
statement of dissolution signed by him to the registrar.
(4) Upon
delivery to him of a statement under paragraph (2) or (3), the registrar shall
register the statement and issue a certificate of dissolution.
(5) If
default is made in compliance with paragraph (2), the person described in that
paragraph is guilty of an offence.
(6) If
default is made in compliance with paragraph (3), the person described in that
paragraph is guilty of an offence.
ARTICLE 22
Dissolution by
act of partner or other occurrence
(1) Where
a limited liability partnership is dissolved by any act of a partner or by any
other occurrence, other than the occurrence described in paragraph (1) of
Article 21, the designated partner shall, within 28 days after the dissolution,
deliver to the registrar a statement of dissolution signed by him.
(2) Upon
delivery to him of a statement under paragraph (1), the registrar shall
register the statement and issue a certificate of dissolution.
(3) If
default is made in compliance with paragraph (1), the designated partner is
guilty of an offence.
ARTICLE 23
Power of Court to
order dissolution
(1) The
Court may, on the application of any partner in a limited liability
partnership, order the dissolution of the partnership in any of the following
cases –
(a) when a partner, other
than the partner making the application, becomes in any way permanently
incapable of performing his part of the partnership contract;
(b) when a partner, other than
the partner making the application, has been guilty of such conduct as, in the
opinion of the Court, regard being had to the nature of the business, is
calculated to prejudicially affect the carrying on of the business;
(c) when a partner, other
than the partner making the application, wilfully or persistently commits a
breach of the partnership agreement, or otherwise so conducts himself in
matters relating to the partnership business that it is not reasonably
practicable for the other partner or partners to carry on the business in
partnership with him;
(d) when the business of
the partnership can only be carried on at a loss; or
(e) whenever in any case
circumstances have arisen which, in the opinion of the Court, render it just
and equitable that the partnership be dissolved.
(2) Where
the Court orders the dissolution of a limited liability partnership, the
partner making the application shall deliver a copy of the order to the
registrar within 28 days after it is made.
(3) Failure
to comply with paragraph (2) is an offence.
ARTICLE 24
Continuation of
partnership following dissolution
(1) Where,
following dissolution of a limited liability partnership but before completion
of the winding up of its affairs, two or more of the partners are to acquire the
partnership interests of each of the remaining partners, either by agreement or
upon a direction of the Court pursuant to paragraph (2) of Article 26 –
(a) the affairs of the
limited liability partnership shall not be wound up and the partnership shall continue
as if it had not been dissolved; and
(b) subject to paragraph
(3) of Article 13, upon the acquisition taking place, the partners whose
interests are acquired shall be taken to retire from it.
(2) One
of the acquiring partners shall, within 28 days after the agreement or
direction described in paragraph (1), deliver to the registrar a statement of
cessation of dissolution signed by him specifying –
(a) the date for
acquisition of the retiring partners’ interests;
(b) the names of the
acquiring partners and indicating which of them is to be a designated partner;
and
(c) the names of the
retiring partners.
(3) Upon
delivery to him of a statement made pursuant to paragraph (2) the registrar
shall register the statement and issue a certificate to that effect.
(4) With
effect from the issue of the certificate described in paragraph (3), Article 6
shall apply as if the limited liability partnership had not been dissolved.
(5) If
default is made in compliance with paragraph (2), each of the acquiring
partners is guilty of an offence.
ARTICLE 25
Winding up
(1) Subject
to paragraph (2) and Article 24 –
(a) in the event of the
dissolution of a limited liability partnership in the circumstances described
in paragraph (1) of Article 21, its affairs shall be wound up by the person
who, at the time of dissolution, was the last remaining partner or, if he is
deceased, his personal representatives; and
(b) in the event of the
dissolution of a limited liability partnership in any other circumstances, its
affairs shall be wound up by a person appointed by the partners for the purpose
or, if none, the designated partner, or if more than one, all of the designated
partners.
(2) The
Court may appoint a person to wind up the affairs of a limited liability
partnership upon the application of –
(a) a partner in the
partnership;
(b) a creditor of the
partnership; or
(c) where the partnership
is dissolved by the death of a partner, the personal representatives of that
deceased partner.
(3) After
the dissolution of a limited liability partnership, paragraphs (2) to (4) of
Article 15 shall only continue to apply so far as may be necessary or desirable
to achieve a beneficial winding up of its affairs or to such lesser extent as
the partnership agreement may provide.
(4) Upon
the dissolution of a limited liability partnership in the circumstances
described in paragraph (1) of Article 21, or upon the limited liability
partnership ceasing to have two or more partners at any time during the winding
up of its affairs following its dissolution in any other circumstances –
(a) the limited liability
partnership shall cease to be a legal person;
(b) the limited liability
partnership property vested in the limited liability partnership and the
beneficial interest of the limited liability partnership in any limited
liability partnership property held by any person on its behalf, shall vest in
the person responsible for winding up the affairs of the limited liability
partnership;
(c) any proceedings which
might have been continued or commenced against the limited liability
partnership may be continued or commenced against the person responsible for
winding up the affairs of the limited liability partnership in his capacity as
such;
(d) any judgment obtained
against the limited liability partnership prior to its ceasing to have two or
more partners and any judgment obtained against the person responsible for
winding up the affairs of the partnership in his capacity as such in any
proceedings continued or commenced in accordance with sub-paragraph (c) shall
only be enforceable against the limited liability partnership property.
(5) Where
the name of a limited liability partnership is inscribed in the Public Registry
of Contracts as the holder of or having an interest in immoveable property, the
person responsible for winding up the affairs of the limited liability
partnership, in whom that property or interest vests by virtue of sub-paragraph
(b) of paragraph (4) shall deliver to the Judicial Greffier notice of the name
of the person responsible for winding up the affairs of the limited liability
partnership, in whom the property has vested, within 28 days after the property
so vests.
(6) If
default is made in compliance with paragraph (5) the person responsible for
winding up the affairs of the limited liability partnership is guilty of an
offence.
ARTICLE 26
Power of Court to
give directions as to winding up
(1) The
Court may give such directions as it thinks fit in the course of the winding up
of the affairs of a limited liability partnership upon the application of
–
(a) any partner in the
partnership;
(b) any creditor of the
partnership;
(c) the person responsible
for winding up the affairs of the partnership; or
(d) where the partnership
is dissolved by the death of a partner, the personal representatives of that
deceased partner.
(2) Without
prejudice to the discretion conferred by paragraph (1), on an application by
the relevant majority, the Court may give a direction that the applicants
purchase the partnership interest of each of the remaining partners at such a
price and otherwise upon such terms as it thinks fit.
(3) In
paragraph (2), “relevant majority” in relation to a limited
liability partnership shall have the meaning assigned to it for the purposes of
that paragraph by the partnership agreement or, if no meaning is so assigned,
shall mean a majority of the partners of which such partnership was composed at
the date of its dissolution, being either –
(a) a majority of the
partners by number; or
(b) such number of partners
as were at the date of dissolution together entitled to a majority of the
profits of the partnership.
(4) In
paragraph (2),the reference to the partnership interest of each of the
remaining partners includes the partnership interest of any deceased partner
and of any partner other than an individual, which ceases to exist.
ARTICLE 27
Application of
financial provision
(1) Notwithstanding
Article 28 or any other enactment or law to the contrary, the person
responsible for winding up the affairs of a limited liability partnership shall
apply any payment made pursuant to paragraph (2) or (5) of Article 6 in the
payment of creditors to whom the limited liability partnership is liable by
virtue of paragraph (1) of Article 4, excluding any partner or former partner
in the limited liability partnership in respect of his partnership interest or
in respect of any loan made by him to the partnership for any purpose.
(2) A
failure to comply with paragraph (1) shall be actionable at the suit of a
creditor of the limited liability partnership who suffers loss as a result of
the failure, subject to the defences and other incidents applying to actions
for breach of statutory duty.
(3) Any
money remaining after payment of the creditors described in paragraph (1) shall
be distributed in accordance with Article 28.
ARTICLE 28
Settling accounts
on winding up
(1) Where
accounts are settled in the course of the winding up of the affairs of a
limited liability partnership, the liabilities of the partnership shall be paid
in the following order of priority –
(a) liabilities to
creditors, excluding any partner or former partner in the limited liability
partnership in respect of his partnership interest or in respect of any loan
made by him to the partnership for any purpose; then
(b) subject to the partnership
agreement and to any agreement between the partnership and the former partner
in question –
(i) liabilities to
former partners in the limited liability partnership in respect of any loans
made by them to the partnership for any purpose, then
(ii) liabilities to former
partners in the limited liability partnership in respect of their partnership
interests or otherwise; then
(c) subject to the
partnership agreement –
(i) liabilities to
partners in the limited liability partnership in respect of any loans made by
them to the partnership for any purpose, then
(ii) liabilities to partners
in the limited liability partnership in respect of their partnership interests
or otherwise.
(2) Subject
to the partnership agreement, any limited liability partnership property
remaining after payment of the liabilities described in paragraph (1) shall be
distributed equally to the partners.
ARTICLE 29
Completion of
winding up
(1) Within
28 days after the completion of the winding up of the affairs of a limited liability
partnership, a statement to that effect signed by the person responsible for
winding up the affairs of the limited liability partnership shall be delivered
to the registrar.
(2) If
default is made in compliance with paragraph (1), the person responsible for
winding up the affairs of the limited liability partnership is guilty of an
offence.
ARTICLE 30
Effect of
declaration that a partnership is “en désastre”
(1) For
the purposes of Articles 6 and 27, the making of a declaration in respect of a
limited liability partnership shall be deemed to be an order for its
dissolution and the winding up of its affairs.
(2) Where
an order recalling a declaration is made in respect of a limited liability
partnership, Article 6 shall apply to the partnership, with effect from the
issue of a certificate under paragraph (4) in respect of the order, as if the
declaration had not been deemed to be an order for its dissolution and the
winding up of its affairs.
(3) Where
a declaration, or an order recalling a declaration, is made in respect of a
limited liability partnership, the designated partner shall deliver a copy of
the declaration or order to the registrar within 28 days of its being made.
(4) Upon
delivery to him of a copy of a declaration or of an order recalling a
declaration, the registrar shall register it and issue a certificate to that
effect.
(5) If
default is made in compliance with paragraph (3), the designated partner is
guilty of an offence.
(6) In
this Article –
“declaration”
shall have the same meaning as in the Bankruptcy (Désastre) (Jersey) Law
1990 ; and
“order
recalling a declaration” shall be construed in accordance with Article 7
of that Law.
ARTICLE 31
Cancellation of
registration following winding up etc.
(1) Upon
receipt of –
(a) a statement delivered
to him pursuant to Article 29; or
(b) notification under
paragraph (3) of Article 36 of the Bankruptcy (Désastre) (Jersey) Law
1990,
the registrar
shall cancel the entry in the register relating to the limited liability
partnership and issue a certificate of cancellation to the person delivering
the statement to him or notifying him, as the case may be.
(2) A
certificate issued under paragraph (1) is conclusive evidence as to the
cancellation of the registration of a limited liability partnership.
PART VI
MISCELLANEOUS AND GENERAL
ARTICLE 32
Recognition of
proceedings in other jurisdictions
(1) This
Article applies where an order is made by a court outside the Island for the
dissolution or winding up of the affairs of a limited liability partnership,
and references in this Article to an order shall be construed accordingly.
(2) For
the purposes of this Law, a limited liability partnership shall not be taken to
be dissolved by an order until that order has been recognized by the Court,
but, once an order has been recognized by the Court, it shall be taken to be an
order for the dissolution and winding up of the affairs of the limited
liability partnership.
(3) An
application to the Court for recognition of an order may be made by the person appointed
under it to wind up the affairs of the limited liability partnership or, if
none, the person on whose application the order was made.
(4) In
determining whether or not to recognize an order the Court shall have regard to
–
(a) whether the grounds on
which it is made would constitute grounds for dissolution in the Island; and
(b) the arrangements made
for compliance with Article 27.
(5) Where
the Court decides to recognize an order, it may also appoint a person to be
responsible for winding up the affairs of the limited liability partnership and
give such directions as it thinks fit as to the winding up.
(6) Where
the Court decides to recognize an order in respect of a limited liability
partnership, the designated partner shall deliver a copy of the decision of the
Court to the registrar within 28 days after it is made.
(7) Upon
delivery to him of a copy of the decision referred to in paragraph (6), the
registrar shall register it and issue a certificate to that effect.
(8) If
default is made in compliance with paragraph (6), the designated partner is
guilty of an offence.
ARTICLE 33
Legal proceedings
(1) Except
as provided in sub-paragraph (c) of paragraph (4) of Article 25, 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
only in the partnership name.
(2) Subject
to paragraph (3) of this Article and except as provided in sub-paragraph (d) of
paragraph (4) of Article 25, no judgment shall be enforced against any limited
liability partnership property unless such judgment has been granted 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 him from the partnership by way of repayment of a
loan.
(4) Where
a judgment creditor of a partner in a limited liability partnership has a right
to enforcement against any of the partner’s assets described in 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, and any sum due to him from the partnership by way of repayment of a
loan.
(5) 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 sub-paragraph (d) of paragraph
(4) of Article 25 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).
(6) Any
person shall have the right to join or otherwise institute proceedings against
–
(a) one or more of the
partners and any former partner of a limited liability partnership who is
liable by virtue of paragraph (3) or (4) of Article 5; and
(b) any person holding
limited liability partnership property on behalf of a limited liability
partnership for the purposes of enforcement against that property.
ARTICLE 34
Service of
documents
For the purposes
of this Law –
(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 his capacity as such may be effected by sending it by post or
delivering it to him at the registered office of the limited liability
partnership or at the address for service stated for him in the declaration.
ARTICLE 35
Order for
compliance
(1) Where
a person who is required by this Law to sign, deliver or permit inspection 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.
ARTICLE 36
Appointment and
functions of registrar
(1) The
registrar of companies appointed pursuant to 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 and
record in it any declaration, statement or copy delivered to him and the issue
of any certificate by him pursuant to this Law.
(3) Any
certificate issued by the registrar under this Law shall be signed by him and
sealed with his seal (if any).
(4) The
Committee may direct a seal or seals to be prepared for the authentication of
documents required for or in connexion with the registration of limited
liability partnerships.
(5) Any
functions of the registrar under this Law may, to the extent authorized by him,
be exercised by an officer on his staff.
(6) In
paragraph (5), “officer” has the same meaning as in the Civil
Service (Administration) (Jersey) Law 1953.
ARTICLE 37
Fees and forms
(1) The
Committee may by Order require the payment to the registrar of such fees as may
be prescribed in respect of –
(a) the performance by the
registrar of such functions under this Law as may be prescribed, including the
receipt by him of any document which is required to be delivered to him under
this Law; and
(b) the inspection or
copying of documents or other material held by him under this Law.
(2) The
registrar may charge a fee for any services provided by him otherwise than in
pursuance of an obligation imposed on him by this Law.
(3) Where
a fee is provided for or charged under this Article for the discharge of any
function or the provision of any service by the registrar, no action need be
taken by him until the fee is paid, and where the fee is payable on the receipt
by him of a document required to be delivered to him he shall be deemed not to
have received it until the fee is paid.
(4) The
Committee may prescribe forms to be used for any of the purposes of this Law
and the manner in which any document to be delivered to the registrar is to be
authenticated.
(5) Fees
paid to the registrar shall form part of the annual income of the States.
ARTICLE 38
Inspection and
production of documents kept by registrar
(1) Any
person may –
(a) inspect any document
delivered to the registrar under this Law and kept by the registrar or, if the
registrar thinks fit, a copy of it;
(b) obtain a copy of any
certificate issued by the registrar under this Law and of all or part of any
document referred to in sub-paragraph (a).
(2) A
copy of any document kept by the registrar or of any certificate issued by him
which is certified in writing by him (whose position it is unnecessary to
prove) to be an accurate copy of such document or certificate shall in all
legal proceedings be admissible in evidence as of equal validity with the
original and as evidence of any fact stated in it of which direct oral evidence
would be admissible.
ARTICLE 39
Destruction of
old records, etc
(1) The
registrar may destroy any record or document relating to a limited liability
partnership which has been in his possession or under his control for more than
30 years.
(2) Where
any record or document has been in the possession of the registrar or under his
control for more than 30 years, no responsibility rests on any person by reason
of that record or document not being forthcoming to a person claiming to be
interested in it.
ARTICLE 40
Registration in
the Public Registry
The Judicial
Greffier shall register in the Public Registry of Contracts all Acts and orders
affecting immovable property made under this Law.
ARTICLE 41
Offences
(1) Any
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 and liable to a fine or up to two years’
imprisonment, or to both a fine and such imprisonment.
(2) A
person shall not be guilty of an offence under paragraph (1) if he 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) Any
persons who wilfully take or use any name, title, addition or description
implying that they are partners in a limited liability partnership when they
are not, or implying that they are partners in a partnership which is not a
limited liability partnership when they are, shall each be guilty of an offence
and liable to a fine or up to two years’ imprisonment or to both a fine
and such imprisonment.
(4) Where
an offence under this Law committed by a body corporate is proved to have been
committed with the consent or connivance of, or to be attributable to any
neglect on the part of any director, manager, secretary, or other similar
officer of the body corporate, or any person purporting to act in any such
capacity, he, as well as the body corporate, shall be guilty of the same
offence and liable in the same manner to the penalty provided for that offence.
ARTICLE 42
Aiders and
abettors
Any person who
knowingly or wilfully aids, abets, counsels, causes, procures or commands the
commission of an offence punishable by this Law shall be liable to be dealt
with, tried and punished as a principal offender.
ARTICLE 43
Penalty for
offences
Any person guilty
of an offence under –
(a) paragraph (8) of
Article 7;
(b) paragraph (7) of
Article 8;
(c) paragraph (5) of
Article 17;
(d) paragraph (3) of
Article 18;
(e) paragraph (5) or (6) of
Article 21;
(f) paragraph (3) of
Article 22;
(g) paragraph (3) of
Article 23;
(h) paragraph (5) of
Article 24;
(j) paragraph (6) of
Article 25;
(k) paragraph (2) of Article
29;
(l) paragraph (5) of
Article 30; or
(m) paragraph (8) of Article 32,
shall be liable
to a fine not exceeding level 4 on the standard scale and, in the case of a continuing
offence, to a further fine not exceeding level 2 on the standard scale for each
day on which the offence so continues.
ARTICLE 44
Regulations
relating to insolvent limited liability partnerships
(1) The
States may make Regulations modifying all or any of paragraphs (3) to (6) of
Article 5 and the provisions of Part V in their application to insolvent
limited liability partnerships.
(2) Regulations
made under paragraph (1) may –
(a) make different
provision for different cases and contain such incidental, supplemental and
transitional provisions as appear to the States to be necessary or expedient;
and
(b) make a contravention of
any of the provisions of the Regulations an offence liable to a fine or up to
two years’ imprisonment or to both a fine and such imprisonment.
ARTICLE 45
Regulations to
amend Article 6
(1) The
States may by Regulations amend, substitute or repeal Article 6.
(2) Regulations
made under paragraph (1) may make different provision for different cases and contain
such incidental, supplemental and transitional provisions as appear to the
States to be necessary or expedient.
ARTICLE 46
Orders
(1) The
Committee may by Order make provision for the purpose of carrying this Law into
effect and in particular, but without prejudice to the generality of the
foregoing, for prescribing any matter which is to be prescribed under this Law.
(2) Any
provision of an Order prescribing any matter for the purposes of Article 6
shall not come into force until a period of not less than three months has
elapsed from the day on which the Order is made.
(3) 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 Committee to be necessary or expedient.
(4) The
Subordinate Legislation (Jersey) Law 1960 shall apply to Orders made under
this Law.
ARTICLE 47
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.
ARTICLE 48
Consequential
amendments
The enactments
specified in the Schedule shall be amended in the manner set out in it.
ARTICLE 49
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.
ARTICLE 50
Short title and
commencement
This Law may be
cited as the Limited Liability Partnerships (Jersey) Law 1997 and shall come
into force on such day as the States may by Act appoint and different days may
be appointed for different provisions or different purposes of this Law.
G.H.C. COPPOCK
Greffier of the
States.
SCHEDULE
(Article 48)
AMENDMENT OF
ENACTMENTS
Borrowing
(Control) (Jersey) Law 1947
1. In
the long title –
(a) the word
“and” following the words “the issue of securities,”
shall be deleted; and
(b) after the words
“sale or exchange,” there shall be inserted the words “the
creation of partnership interests and the registration of limited liability
partnerships”.
2. In
Article 1 –
(a) in paragraph (1), after
the definition of “issue” there shall be inserted the following
definition –
“
‘limited liability partnership’ has the meaning given to it by the
Limited Liability Partnerships (Jersey) Law 1997;”.
(b) after paragraph (5)
there shall be added the following paragraph –
“(6) For the purposes
of this Law, the registration of a limited liability partnership under the
Limited Liability Partnerships (Jersey) Law 1997 shall be deemed to be the
creation of a partnership interest for the purposes of the limited liability
partnership.”.
3. In
Article 2 –
(a) at the end of paragraph
(1AA) there shall be added the words “and, in relation to the creation of
a partnership interest for the purposes of a limited liability partnership, the
Committee shall also have regard to the size of the limited liability
partnership and to the status of the applicant or the holder of the consent, as
the case may be”;
(b) in paragraph (2A)
–
(i) after the words
“under a limited partnership” where they first appear there shall
be inserted the words “or a limited liability partnership”;
(ii) in sub-paragraph (a),
the word “limited” shall be deleted; and
(iii) at the end of sub-paragraph
(b) there shall be added the words “or under a limited liability
partnership registered, or not registered, in accordance with the Limited
Liability Partnerships (Jersey) Law 1997”.
Registration of
Business Names (Jersey) Law 1956
1. In
paragraph (1) of Article 1 –
(a) in the definition of
“firm” after the words “shall not include” insert the
words “a limited liability partnership or”;
(b) after the definition of
“initials” there shall be inserted the following definition –
“
‘limited liability partnership’ means a limited liability
partnership registered in accordance with the Limited liability Partnerships
(Jersey) Law 1997.”.
2. In
Article 2 after sub-paragraph (e) insert the following sub-paragraph –
“(f) every limited liability
partnership carrying on business under a business name which does not consist
of the name under which it is registered without any addition;”.
Security
Interests (Jersey) Law 1983
In Article 12 of
the Security Interests (Jersey) Law 1983, in paragraph (2), after the words
“domiciled in the Island” there shall be inserted the words
“or, being a limited liability partnership, registered under the Limited
Liability Partnerships (Jersey) Law 1997”.
Collective
Investment Funds (Jersey) Law 1988
In Article 4, in
paragraph (2), after the words “or the Companies (Jersey) Law 1991”
there shall be inserted “and no limited liability partnership registered
under the Limited Liability Partnerships (Jersey) Law 1997”.
Bankruptcy
(Désastre) (Jersey) Law 1990
1. In
Article 1, in paragraph (1) –
(a) after the definition of
“insolvency” there shall be inserted the following definition
–
“
‘limited liability partnership’ has the meaning given to it in the
Limited Liability Partnerships (Jersey) Law 1997;”;
(b) for the definition of
“registrar” there shall be substituted the following definition
–
“
‘registrar’ means –
(a) in relation to a
company, the registrar of companies appointed pursuant to Article 196 of the
Companies (Jersey) Law 1991; and
(b) in relation to a
limited liability partnership, the registrar appointed pursuant to Article 36
of the Limited Liability Partnerships (Jersey) Law 1997;”.
2. In
Article 4, in paragraph (1) –
(a) the word
“or” following sub-paragraph (c) shall be deleted; and
(b) after sub-paragraph (d)
there shall be inserted the following word and sub-paragraph –
“or
(e) who is a limited
liability partnership,”.
3. In
Article 36, after paragraph (2), there shall be added the following paragraph
–
“(3) Where the debtor
is a limited liability partnership, the Viscount shall notify the registrar in
writing of the date of payment of the final dividend.”.
Banking Business
(Jersey) Law 1991
In Article 3, in
sub-paragraph (b) of paragraph (3), after the words “in the Island”
there shall be inserted “or a limited liability partnership registered
under the Limited Liability Partnerships
(Jersey) Law 1997”.
Companies
(Jersey) Law 1991
In Article 1,
after sub-paragraph (c) of paragraph (2), there shall be added the following
sub-paragraph –
“(d) do not include a limited liability partnership
registered under the Limited Liability Partnerships (Jersey) Law 1997.”.
Insurance
Business (Jersey) Law 1996
In Article 4, in
paragraph (6), after the words “the Companies (Jersey) Law 1991”
there shall be inserted the words “or a limited liability partnership
registered under the Limited Liability Partnerships (Jersey) Law 1997”.