Separate Limited
Partnerships (Jersey) Law 2011
A LAW to make provision for the
establishment, regulation and dissolution of unincorporated limited
partnerships with separate legal personality, and for connected purposes.
Adopted by the
States 25th May 2010
Sanctioned by
Order of Her Majesty in Council 16th March 2011
Registered by the
Royal Court 1st
April 2011
THE STATES, subject to the sanction of Her Most Excellent Majesty in Council, have
adopted the following Law –
PART 1
PRELIMINARY
1 Interpretation
In this Law, unless the context otherwise requires –
“bankruptcy”
includes any proceedings of a similar nature in a place outside Jersey;
“Commission” means
the Jersey Financial Services Commission established by the Financial Services
Commission (Jersey) Law 1998[1];
“currency” includes the
euro and any other means of exchange that may be prescribed;
“declaration” means
the declaration delivered to the registrar under Article 4 (including all
amendments made to the declaration);
“general partner”
means a person who is named as such in the declaration and, if more than one,
means each general partner;
“limited partner”
means a person who is named as such in the register kept under Article 8
and if, more than one, means each limited partner;
“Minister” means the
Minister for Economic Development;
“partner” means a
limited partner or a general partner;
“partnership agreement”
means any agreement in writing of the partners as to the affairs of an SLP and
the rights and obligations of the partners among themselves;
“partnership interest”
means a partner’s share of the profits and losses of an SLP and the right
to receive distributions of partnership assets and other benefits conferred by
the partnership agreement;
“prescribed” means
prescribed by Order made by the Minister;
“published” means –
(a) in
respect of a fee payable by virtue of this Law, published by the Commission in
accordance with Article 15(5) of the Financial Services Commission
(Jersey) Law 1998; and
(b) in
any other case, published by the Commission in a manner likely to bring it to
the attention of those affected;
“registrar” means
the registrar of separate limited partnerships appointed pursuant to Article 32,
and the “registrar’s seal” in relation to the registrar means
a seal prepared under that Article;
“separate limited partnership”
and “SLP” mean a separate
limited partnership established in accordance with this Law.
2 Meaning
of “insolvent” and “solvent”
For the purposes of this Law, a separate limited partnership is
insolvent when the general partner is unable to discharge the debts and
obligations of the SLP (excluding liabilities to partners in respect of their
partnership interests) as they fall due out of the assets of the SLP without
recourse to the separate assets of a general partner not contributed to the
SLP, and “solvent” shall be construed accordingly.
PART 2
ESTABLISHMENT OF SEPARATE LIMITED PARTNERSHIPS
3 Separate
limited partnerships
(1) Subject
to the provisions of this Law, a separate limited partnership may be formed for
any lawful purpose.
(2) An
SLP shall consist of –
(a) one
or more persons who are general partners; and
(b) one
or more other persons who are limited partners.
(3) A
body corporate may be a general or a limited partner.
(4) An
SLP is a legal person but not a body corporate.
(5) An
SLP’s capacity as a legal person is not limited.
4 Registration
of declaration
(1) An
association of persons (whether or not purporting to confer limited liability
on one or more of their number) shall not be a separate limited partnership
until the requirements of Article 3(2) have been satisfied and the
registrar has issued a certificate under paragraph (5).
(2) The
registrar shall not issue a certificate unless there has been delivered to the
registrar a declaration signed by each person who is, on the formation of the
SLP, to be a general partner.
(3) A
declaration shall state –
(a) the
name under which the SLP is to be conducted;
(b) the
intended address of the registered office of the SLP;
(c) the
full name and address of each general partner or, in the case of a general
partner that is a body corporate, the place where it is incorporated and its
proposed registered or principal office;
(d) the
term, if any, for which the SLP is to exist or, if for unlimited duration, a
statement to that effect;
(e) such
other particulars as may be prescribed.
(4) The
registrar shall maintain a register of all declarations.
(5) On
the registration of a declaration the registrar shall issue a certificate to
that effect.
(6) The
certificate shall be signed by the registrar and sealed with the
registrar’s seal.
(7) The
registrar may refuse to register a declaration if he or she is not satisfied
that the occupier of the premises that are to be the registered office of the
SLP authorizes their use as its registered office.
(8) A
certificate issued under paragraph (5) is conclusive evidence that a
declaration has been delivered to the registrar.
5 Amendment
of declaration
(1) If
during the continuance of a separate limited partnership any change is made or
occurs in any of the particulars delivered pursuant to Article 4 (other
than a change in respect of the registered office of the SLP), a statement
signed by a general partner, specifying the nature of the change, shall within
21 days of the date of the change be delivered to the registrar.
(2) On
the registration of a statement under this Article, the registrar shall issue a
certificate to that effect.
(3) The
certificate shall be signed by the registrar and sealed with the
registrar’s seal.
(4) If
default is made in compliance with paragraph (1), each of the general
partners is guilty of an offence and liable to a fine of level 4 on the
standard scale.
6 General
and limited partners
A person may be a general partner and a limited partner at the same
time in the same separate limited partnership.
7 Name
of partnership
(1) The
name of each separate limited partnership shall end with the words
“Separate Limited Partnership” in full or either of the
abbreviations “S.L.P.” and “SLP”.
(2) The
surname of a limited partner shall not appear in the name of the SLP unless it
is also the surname of one of the general partners or the SLP has been carried
on under that name before the admission of that partner as a limited partner.
(3) The
corporate name or a significant part of the corporate name of a limited partner
shall not appear in the name of an SLP unless it is also the corporate name or
a significant part of the corporate name of one of the general partners or the
SLP has been carried on under that name before the admission of that corporate partner
as a limited partner.
(4) A
limited partner whose surname or corporate name appears in the name of the SLP
contrary to paragraph (2) or (3) is liable as a general partner to any
creditor of the SLP who has extended credit without actual knowledge that the
limited partner is not a general partner.
(5) The
registrar may refuse to register a declaration where the name to be registered
is in the registrar’s opinion in any way misleading or otherwise
undesirable.
8 Registered
office
(1) A
separate limited partnership shall have a registered office in Jersey.
(2) An
SLP does not comply with the requirement in paragraph (1) unless the
occupier of the premises that are the registered office authorizes for the time
being their use for that purpose.
(3) An
SLP may change the address of its registered office from time to time by giving
notice to the registrar.
(4) The
change shall take effect on the notice being registered by the registrar, but
until the end of the period of 14 days beginning on the date on which it
is registered, a person may validly serve any document on the SLP at its
previous registered office.
(5) The
registrar may refuse to register the notice if he or she is not satisfied that
the occupier of the premises that are to be the registered office of the SLP
authorizes their use as its registered office.
(6) An
SLP shall keep at its registered office –
(a) a
register showing in alphabetical order for each limited partner –
(i) the full name and
address of each limited partner who is an individual, or in the case of a
limited partner that is not an individual its name, the place where it is
incorporated or otherwise established and its registered or principal office,
(ii) where the
participation by limited partners is defined by percentage interests or by the
number of units or other similar rights held by them, the percentage interest
or the number and class of units or other rights held;
(b) a
copy of the declaration and each amendment made to it;
(c) a
copy of the partnership agreement and each amendment made to it;
(d) a
statement of the amount of any contributions agreed to be made by limited
partners and the time at which, or events on the happening of which, the
contributions are to be made;
(e) a
statement of the amount of money and nature and value of any other property or
services contributed by each limited partner and the dates thereof;
(f) a
statement of the amount of contributions returned to limited partners and the
dates thereof;
(g) such
other particulars as may be prescribed.
(7) The
records kept under paragraph (6) shall be –
(a) prima facie evidence of the particulars that are by
that paragraph directed to be contained therein;
(b) amended
within 21 days of any change in the particulars contained therein;
(c) available
for inspection and copying without charge during ordinary business hours at the
request of a partner.
(8) The
registrar may require an SLP to produce its register during normal working
hours to the registrar at its registered office, for inspection by the registrar.
(9) A
requirement under paragraph (8) shall be made by a notice in writing
served on the SLP. The notice shall specify a date and a time at which the
partnership is to produce the register.
(10) The
Minister may prescribe information that –
(a) an
applicant for the formation of an SLP; or
(b) an
SLP,
must provide to the registrar for the purpose of showing that an
occupier of premises authorizes or continues to authorize the use of the
premises as its registered office.
(11) An Order
under paragraph (10) may contain such other provisions as are reasonably
necessary for or incidental to that purpose.
(12) If
default is made in compliance with any requirement made by or under this
Article, each of the general partners is guilty of an offence and liable to a
fine of level 4 on the standard scale.
9 Accounts
and audit
(1) A
separate limited partnership shall keep accounting records that are sufficient
to show and explain its transactions and are such as to disclose with
reasonable accuracy at any time the financial position of the SLP.
(2) Unless
the partnership agreement or Regulations made under Article 43 otherwise
provide, it shall not be necessary for an SLP to appoint an auditor or have its
accounts audited.
(3) If
default is made in compliance with this Article, each of the general partners
is guilty of an offence and liable to a fine of level 4 on the standard
scale.
10 Contribution
of limited partner
Any contribution to be made by a limited partner to a separate
limited partnership may be money, in any currency, any other property, or
services.
11 Rights
and obligations of general partner
(1) Subject
to paragraph (2), a general partner in a separate limited partnership has
all the rights and powers and is subject to all the restrictions and
liabilities of a partner in a partnership without limited partners.
(2) Without
written consent or ratification by all the limited partners, a general partner
has no authority –
(a) to do an act that makes
it impossible to carry on the activities of the SLP;
(b) to possess SLP
property, or dispose of any rights in SLP property, for other than a
partnership purpose; or
(c) to admit a person as a
general partner or to admit a person as a limited partner, unless the right to
do so is given in the partnership agreement.
(3) Any
debt or obligation incurred by a general partner in the conduct of the
activities of an SLP shall be a debt or obligation of the SLP.
12 Partnership
property
(1) The property of a separate limited
partnership shall be held for the benefit of the partners in accordance with
the terms of the partnership agreement or, if the partnership agreement is
silent, for the benefit of all of the general partners and limited partners in
equal shares.
(2) The property of the SLP shall be so held in
undivided shares, and –
(a) as between the partners, no partner shall be
entitled individually to exercise proprietary rights in respect of the
property; and
(b) in relation to third parties, the partners
shall be collectively entitled to the property.
(3) This Article applies whether title to the
property is vested in the name of the SLP itself or of any one or more of the
general partners.
13 Enforcement of
judgments against property of separate limited partnership
(1) No
judgment shall be enforced against any property of a separate limited
partnership unless such judgment has been granted against the SLP or against a
general partner in his or her capacity as a general partner of that SLP.
(2) Creditors
of a general partner or a limited partner, in that partner’s capacity
other than as a general partner or a limited partner of the SLP, shall have no
claim against the property of that SLP.
14 Rights
of limited partner
(1) A
limited partner has the same right as a general partner –
(a) during
business hours, to inspect and make copies of or take extracts from the
separate limited partnership records at all times;
(b) to
be given, on demand, true and full information of all things affecting the SLP
and to be given a formal account of partnership affairs whenever circumstances
render it just and reasonable.
(2) A
limited partner shall not be entitled to dissolve the SLP by notice.
(3) Subject
to any provision, express or implied, of the partnership agreement to the
contrary, an SLP shall not be dissolved by –
(a) the
death, legal incapacity, bankruptcy, retirement or withdrawal from the SLP of a
limited partner who is an individual; or
(b) the
dissolution, bankruptcy or withdrawal from the SLP of a limited partner that is
not an individual.
15 Share
of profits
(1) A
limited partner has, subject to this Law and the partnership agreement, the
right to a share of the profits of the separate limited partnership.
(2) It
is immaterial whether or not the share of the profits is distributed to the
limited partner.
(3) A
limited partner may receive from the SLP by way of distribution the share of
the profits stipulated for in the partnership agreement only if, at the time
when and immediately after payment is made, the SLP is solvent.
(4) For
a period of 6 months from the date of receipt by a limited partner of any
payment representing a share of the profits of the SLP in circumstances where
the requirements of paragraph (3) have not been met, such payment shall be
repayable by such limited partner with interest at the prescribed rate to the
extent that such share of the profits is necessary to discharge a debt or
obligation of the SLP incurred during the period that the share of the profits
represented an asset of the SLP.
16 Dealings
by limited partner with partnership
(1) A limited
partner may lend money to, borrow money from and enter into transactions with
the separate limited partnership.
(2) Except
where the limited partner is also a general partner, a limited partner having,
with respect to anything done under paragraph (1), a claim against the
assets of the SLP shall rank as a creditor of the SLP in respect of such claim.
(3) For
the purposes of this Article, a claim described in paragraph (2) does not
include a claim for a return of capital contributions.
17 Limited
partners’ rights as between themselves
(1) Subject
to paragraph (2), limited partners, in relation to one another, shall rank –
(a) pari passu in respect of the return of their
contributions; and
(b) pro rata to those contributions in respect of
profits.
(2) Where
there is more than one limited partner, the partnership agreement may provide
that one or more of the limited partners is to have greater rights than the
other limited partners as to –
(a) the
return of contributions;
(b) profits;
or
(c) any
other matter.
18 Return
of limited partner’s contribution
(1) A
limited partner shall not, on dissolution or otherwise, receive out of the
capital of the separate limited partnership a payment representing a return of
any part of the limited partner’s contribution to the partnership unless
at the time of and immediately following such payment the SLP is solvent.
(2) For
a period of 6 months from the date of receipt by a limited partner of any
payment representing a return of contribution or part thereof received by such
limited partner in circumstances where the requirements of paragraph (1)
have not been met, such payment shall be repayable by such limited partner with
interest at the prescribed rate to the extent that such contribution or part
thereof is necessary to discharge a debt or obligation of the SLP incurred
during the period that the contribution represented an asset of the SLP.
(3) Except –
(a) as
provided in paragraph (2); or
(b) in
the case of fraud,
a limited partner shall not be liable to repay any payment
representing a return of the limited partner’s contribution or of part of
his or her contribution.
(4) Subject
to paragraphs (1) and (2), a limited partner may demand payment
representing the return of all or part of his or her contribution –
(a) on
the dissolution of the SLP;
(b) at
the time specified in the partnership agreement for its return; or
(c) after
the limited partner has given 6 months’ notice in writing to all other
partners, if no time is specified in the partnership agreement either for the
return of the contribution or for the dissolution of the SLP.
(5) A
limited partner has, notwithstanding the nature of his or her contribution,
only the right to demand and receive money in return for it, unless –
(a) there
is a statement to the contrary in the partnership agreement; or
(b) all
the partners consent to some other manner of returning the contribution.
(6) In
this Article, “payment” includes the release of any obligation
forming part of the capital contribution, and any liability to make repayments
pursuant to paragraph (2) shall be construed accordingly.
19 Limited
partner’s liability to partnership
A limited partner is liable to the separate limited partnership for
the difference, if any, between the value of money or other property or
services contributed by the limited partner to the SLP and the value of money
or other property or services specified in the records kept under Article 8(6)
to be contributed by the limited partner to the SLP.
20 Limited
partner’s liability to creditors
(1) Except
as provided in Article 19 or 30(2), or in any other provision in this Law,
a limited partner is not liable for the debts or obligations of the separate
limited partnership.
(2) A
limited partner is not liable as a general partner unless he or she
participates in the management of the SLP.
(3) Subject
to paragraph (4), if a limited partner participates in the management of
the SLP in its dealings with persons who are not partners, that limited partner
shall be liable in the event of the insolvency of the SLP for all debts and
obligations of the SLP incurred during the period that he or she participated
in the management of the SLP as though he or she were for that period a general
partner.
(4) A
limited partner shall be liable, under paragraph (3), only to a person who
transacts with the SLP with actual knowledge of the participation of the
limited partner in the management of the SLP and who then reasonably believed
the limited partner to be a general partner.
(5) A
limited partner does not participate in the management of an SLP within the
meaning of this Article by doing one or more of the following –
(a) being
a contractor for or an agent or employee of the SLP or of a general partner, or
acting as a director, partner or officer of or being a shareholder of a general
partner that is not an individual;
(b) consulting
with and advising a general partner with respect to the activities of the SLP;
(c) investigating,
reviewing, approving or being advised as to the accounts or affairs of the SLP
or exercising any right conferred by this Law;
(d) acting
as surety or guarantor for the SLP either generally or in respect of specific
obligations;
(e) approving
or disapproving an amendment to the partnership agreement; or
(f) voting
on, or otherwise signifying approval or disapproval of, one or more of the
following –
(i) the dissolution
and winding up of the SLP,
(ii) the purchase,
sale, exchange, lease, pledge, hypothecation, creation of a security interest,
or other dealing in any asset by or of the SLP,
(iii) the creation or renewal
of an obligation by the SLP,
(iv) a change in the nature
of the activities of the SLP,
(v) the admission, removal
or withdrawal of a general or a limited partner and the continuation of the SLP
thereafter, or
(vi) transactions in which
one or more of the general partners have an actual or potential conflict of
interest with one or more of the limited partners;
(g) bringing
an action on behalf of the SLP pursuant to Article 30(3).
(6) Paragraph (5)
shall not import any implication that the possession or exercise of any other
power by a limited partner will necessarily constitute the participation by
such limited partner in the management of the SLP.
21 Admission
of additional limited partners
An additional limited partner shall not be admitted to a separate
limited partnership except in accordance with the partnership agreement and by
entry in the register under Article 8(6)(a).
22 Assignments
(1) A
limited partner shall not assign his or her interest, in whole or in part, in
the separate limited partnership unless –
(a) all
the limited partners and all the general partners consent or the partnership
agreement permits it; and
(b) the
assignment is made in accordance with the terms of the consent or the
partnership agreement, as the case may be.
(2) An
assignee of the interest, in whole or in part, of a limited partner does not
become a limited partner in the SLP until the assignee’s ownership of the
assigned interest is entered in the register referred to in Article 8(6)(a),
and until so entered he or she has none of the rights of a limited partner
exercisable against the partnership or against any of the partners other than
the assignor.
(3) Subject
to paragraph (4), on becoming a limited partner, an assignee acquires the
rights and powers and is subject to all the restrictions and liabilities that
his or her assignor had in respect of the assigned interest immediately before
the assignment.
(4) On
becoming a limited partner an assignee shall not assume any liability of the
assignor arising under Article 15(4), 18(2) or 20(3) and,
notwithstanding any term of the partnership agreement or any other agreement to
the contrary, no such assignment shall relieve the assignor of any liability
under those paragraphs.
23 Cancellation
of registration
The registrar shall cancel the registration of the declaration of a
separate limited partnership on the occurrence of any of the following events –
(a) on
the delivery to the registrar of a request for its cancellation, signed by each
person who is, or is on the formation of the SLP to be, a general partner;
(b) on
the delivery to the registrar under Article 24 of a statement of
dissolution of the SLP;
(c) on
the delivery to the registrar under Article 26 of a statement of
dissolution of the SLP;
(d) on
receiving under Article 27 an Act of the Royal Court ordering the
dissolution of the SLP.
24 Statement
of dissolution
(1) Except
as provided in Articles 26 and 27, a separate limited partnership shall
not be dissolved by an act of the partners until a statement of dissolution
signed by a general partner has been delivered by the general partner to the
registrar.
(2) If
default is made in compliance with this Article, each of the general partners
is guilty of an offence and liable to a fine of level 4 on the standard
scale.
25 Winding
up of separate limited partnership
In the event of the dissolution of a separate limited partnership
its affairs shall be wound up by the general partners unless the activities of
the SLP are taken over and continued in accordance with Article 26(2) or
unless the Royal Court otherwise directs under Article 27(2).
26 Dissolution
of partnership on death etc., of general partner
(1) Notwithstanding
any provision, express or implied, of the partnership agreement to the
contrary, but subject to paragraph (2) –
(a) where
the sole or last remaining general partner is an individual, the general
partner’s death, legal incapacity, bankruptcy, retirement or withdrawal
from the separate limited partnership; or
(b) where
the sole or last remaining general partner is a body corporate, its
dissolution, bankruptcy or withdrawal from the SLP,
shall cause the immediate dissolution of the SLP which shall
forthwith be wound up –
(i) in
accordance with the partnership agreement; or
(ii) on
the application of a limited partner or a creditor of the SLP, in accordance
with the directions of the Royal Court.
(2) An
SLP shall not be required to be wound up under paragraph (1) if, within
90 days of the dissolution, the limited partners, either unanimously or as
otherwise provided for in the partnership agreement, elect one or more general
partners, in which event the SLP shall be deemed not to have been dissolved and
the activities of the SLP may be taken over and continued as provided for in
the partnership agreement or a subsequent agreement.
(3) If
an SLP is dissolved under paragraph (1), and the activities of the SLP are
not taken over and continued in accordance with paragraph (2), a statement
of dissolution signed by a limited partner shall be delivered by him or her to
the registrar.
(4) Subject
to paragraph (1) and to any provision, express or implied, of the
partnership agreement to the contrary, an SLP shall not be dissolved by –
(a) the
death, legal incapacity, bankruptcy, retirement or withdrawal from the SLP of a
general partner who is an individual; or
(b) the
dissolution, bankruptcy or withdrawal from the SLP of a general partner that is
not an individual.
27 Power
of Court to order dissolution
(1) The
Royal Court may, on the application of a partner, order the dissolution of a
separate limited partnership if it is satisfied that –
(a) the
SLP is being conducted in a manner calculated or likely to affect prejudicially
the carrying out of the activities of the SLP;
(b) the
SLP is being conducted in a manner oppressive to one or more of the limited
partners; or
(c) circumstances
have arisen that render it just and equitable that the SLP be dissolved.
(2) Where
an order is made under paragraph (1) the Royal Court may give such
directions as it thinks fit as to the winding up of the SLP.
(3) When
an SLP has been dissolved under this Article the partner making the application
shall cause the relevant Act of the Royal Court to be delivered to the
registrar within 21 days after the making of the order.
28 Order
for compliance
(1) Where
a person who is required by this Law to sign, deliver or permit inspection or
copying of a document refuses to do so, a person who is aggrieved by the
refusal may apply to the Royal Court for an order directing the person to
comply with the provisions of this Law and upon such application the Royal
Court may make such order or any other order 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 refusal and in addition to any other rights the
applicant may have at law.
29 Settling
accounts on dissolution
Where accounts are settled after the dissolution of a separate
limited partnership, the liabilities of the SLP to creditors, except to –
(a) limited
partners on account of their contributions or profits; and
(b) general
partners,
shall be paid first and then, subject to the partnership agreement
or to a subsequent agreement, the other liabilities of the SLP shall be paid in
the following order –
(i) to
general partners other than for capital and profits;
(ii) to
limited partners in respect of the capital of their contributions;
(iii) to
limited partners in respect of their share of the profits on their
contributions;
(iv) to
general partners in respect of capital;
(v) to
general partners in respect of profits.
30 Legal
proceedings and service of documents
(1) Except
as provided in this Law, legal proceedings by or against a separate limited
partnership shall be instituted by or against the SLP or by or against any one
or more of the general partners only, and no limited partner shall be a party
to or named in such proceedings.
(2) An
SLP or general partner or, with the leave of the Royal Court, any other person
shall have the right to join or otherwise institute proceedings against one or
more of the limited partners who may be liable to the SLP pursuant to –
(a) Article 15(4);
(b) Article 18(2);
(c) Article 19;
or
(d) Article 20(3).
(3) A
limited partner may bring an action on behalf of an SLP if the SLP or any one
or more of the general partners with authority to do so have, without good
cause, refused to institute such proceedings.
(4) For
the purposes of this Law, service of a document on an SLP may be effected by sending
it by post to or delivering it to the registered office of the SLP.
(5) For
the purposes of this Law, service of a document on a general partner in respect
of an SLP may be effected by –
(a) delivering
it to the general partner; or
(b) sending
it by post or delivering it to the registered office of the SLP.
(6) In
this Article, “registered office” means –
(a) the
office that is for the time being shown as the registered office of the SLP in
the register maintained under Article 4(4); or
(b) if
the registrar has under Article 8(4) registered a notice of change of
address, the office that is for the time being shown as the registered office
of the SLP in the last notice so registered.
31 Authority
to sign
Where a general partner executes a document on behalf of the
separate limited partnership, it shall be conclusively presumed in favour of
any person who is not a partner that –
(a) the
general partner has the authority under which the general partner purports to
act; and
(b) the
executed document has been validly executed.
PART 3
MISCELLANEOUS AND FINAL PROVISIONS
32 Appointment
of registrar, etc.
(1) The
registrar of companies appointed pursuant to Article 196 of the Companies
(Jersey) Law 1991[2] shall be the registrar of
separate limited partnerships.
(2) The
Commission may direct a seal or seals to be prepared for the authentication of
documents required for or in connection with the establishment of SLPs.
(3) Any
functions of the registrar under this Law may, to the extent authorized by the
registrar, be exercised by any officer on the staff of the Commission.
33 Annual
administration fee
(1) The Commission may require the payment to it
by a separate limited partnership of a published annual administration fee.
(2) The States may by Regulations provide that,
in addition to the annual administration fee, an SLP 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 (if any) are payable by an SLP to the Commission before the
end of February in each year following the year in which the SLP is
established.
(4) An annual administration fee and an annual
additional amount (if any) are debts due by an SLP to the Commission, and are
recoverable accordingly in a court of competent jurisdiction.
(5) The Commission shall pay to the Treasurer of
the States the additional amounts that are paid to the Commission under
Regulations made under paragraph (2).
34 Fees, charges and
forms
(1) The
Commission may require the payment to it of published fees in respect of the
performance by the registrar of his or her functions under this Law or a charge
for the provision by the registrar of any service, advice, or assistance.
(2) Where
a fee mentioned in paragraph (1) is payable in respect of the performance
of a function by the registrar, the registrar need take no action until the fee
is paid.
(3) 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.
(4) 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 delivered or authenticated.
35 Form
of documents to be delivered to registrar
Where any Article of this Law requires a document to be delivered to
the registrar, but the form of the document has not been published, it shall be
sufficient compliance with that requirement if –
(a) the
document is delivered in a form and manner that are acceptable to the
registrar; or
(b) any
information to which the requirement relates is delivered in material, other
than a document, that is acceptable to the registrar,
and the document or material, as the case may be, is accompanied by
the published fee, if any.
36 Inspection
and production of documents kept by registrar
(1) Subject
to the provisions of this Article, 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.
(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.
37 Destruction
of old records
(1) Where
a separate limited partnership has been dissolved, the registrar may, at any
time after 10 years from the date of the dissolution, destroy any records
relating to that SLP in the registrar’s possession or under the
registrar’s control.
(2) After
10 years from the dissolution of an SLP, no responsibility rests on a
general partner or a 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.
38 Form
of separate limited partnership’s records
(1) The
records that a separate limited partnership is required by this Law to keep 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.
(2) An
SLP 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 required by this Law to be kept.
(3) If
default is made in compliance with paragraph (2), each of the general
partners is guilty of an offence and liable to a fine of level 4 on the
standard scale.
39 Registration
in the Public Registry
The Judicial Greffier shall register in the Public Registry all Acts
and orders affecting immovable property made under this Law.
40 Offences
A person who, in or in connection with any document, material,
evidence or information –
(a) that
is required to be kept under Article 8(6); or
(b) that
is required to be delivered to the registrar under this Law,
knowingly or recklessly makes a statement that is false or
misleading in any material particular shall be guilty of an offence and liable
to imprisonment for 2 years and a fine.
41 Criminal
liability of partners, directors and other officers
(1) This Article applies where an offence under
this Law by a separate limited partnership, a body corporate or a limited liability
partnership 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 a separate limited
partnership, a general partner;
(b) in the case of an SLP, a limited partner who
is participating in the management of the partnership;
(c) in the case of a body corporate, a director,
manager, secretary or other similar officer of the body corporate;
(d) in the case of a limited liability
partnership, a partner; 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 in the same manner as the separate
limited partnership, the body corporate or the limited liability partnership to
the penalty provided for that offence.
(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 his or her functions of
management as if the member were a director of the body corporate.
(5) This Article does not apply to an offence
under Article 40.
(6) The States may by Regulations amend any
enactment other than this Law to provide that if a specified offence by a
separate limited partnership –
(a) is proved to have been committed with the
consent or connivance of one of its general partners, or of one of its limited
partners who is participating in its management; or
(b) to be attributable to any neglect on the
part of either of such partners,
the partner concerned shall
also be guilty of the offence and liable in the same manner as the SLP to the
penalty provided for that offence.
42 Regulations
(1) The States may by Regulations –
(a) provide for the disqualification of persons
for office as general partners of separate limited partnerships; and
(b) provide for the audit of SLPs.
(2) Regulations made under paragraph (1) may –
(a) stipulate and require qualifications for
auditors, require and provide for their registration, require and provide for
their appointments and provide for their functions, powers, duties, status and
immunities; and
(b) provide for the ineligibility and
disqualification of persons for appointment as auditors, the disciplinary
control of auditors (including the suspension and revocation of registration),
and the suspension and removal of persons appointed as auditors of particular
SLPs.
(3) Paragraph (2) does not limit the generality
of paragraph (1).
(4) Regulations made under paragraph (1)
may provide for the Minister or Commission to exercise a discretion in respect
of matters provided for in the Regulations.
(5) Regulations made under paragraph (1)
may create offences, and may impose penalties for such offences not exceeding
imprisonment for 2 years and a fine.
43 Orders
(1) The
Minister may by Order make provision for the purpose of carrying this Law or
any Regulations made under this Law into effect and in particular, but without
prejudice to the generality of the foregoing, for prescribing any matter that
is to be prescribed under this Law or the Regulations.
(2) An
Order made under this Law may contain such incidental provisions as the
Minister may consider to be necessary or expedient.
(3) The
Minister shall consult the Commission before making any Order under this Law.
44 Rules
of Court
The power to make Rules of Court under the Royal Court (Jersey) Law 1948[3] shall include a power to
make Rules for the purposes of this Law.
45 Amendments
to other enactments
(1) The
enactments specified in the Schedule shall be amended in the manner set out in
the Schedule.
(2) In
every other enactment, unless the context otherwise requires –
(a) every
reference to a partnership shall be construed as including a reference to a
separate limited partnership, and in the context of any such reference
“partner” and “member of a partnership” shall be
construed accordingly; and
(b) every
reference to a limited partnership shall be construed as including a reference
to a separate limited partnership, and in the context of any such reference
“partner”, “member of a partnership”, “general
partner”, “the general partner” and “limited
partner” shall be construed accordingly.
46 Relationship to other law
(1) The
rules of customary law applicable to partnerships (contrats
de société) shall apply to separate limited partnerships
except in so far as they are inconsistent with the express provisions of this
Law.
(2) Nothing
in the Limited Partnerships (Jersey) Law 1994[4] shall apply to a separate
limited partnership.
47 Citation
and commencement
(1) This
Law may be cited as the Separate Limited Partnerships (Jersey) Law 2011.
(2) This
Law shall come into force on such day or days as the States may by Act appoint,
and different days may be appointed for different provisions.
a.h. harris
Deputy Greffier of the States