Jersey Law
22/1994
LIMITED
PARTNERSHIPS (JERSEY) LAW 1994
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ARRANGEMENT OF ARTICLES
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PART I
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PRELIMINARY
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1.
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Interpretation
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2.
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Meaning
of “insolvent” and “solvent”
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PART II
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ESTABLISHMENT OF LIMITED
PARTNERSHIPS
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3.
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Limited
partnership
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4.
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Registration
of declaration
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5.
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Amendment
of declaration
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6.
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General
and limited partners
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7.
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Name
of 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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Contribution
of limited partner
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11.
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Rights
and obligations of general partner
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12.
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Enforcement
of judgments against property of limited partnership
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13.
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Rights
of limited partner
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14.
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Share
of profits
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15.
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Dealings
by limited partner with partnership
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16.
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Limited
partners’ rights as between themselves
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17.
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Return
of limited partner’s contribution
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18.
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Limited
partner’s liability to partnership
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19.
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Limited
partner’s liability to creditors
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20.
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Admission
of additional limited partners
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21.
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Assignments
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22.
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Statement
of dissolution
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23.
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Winding
up of limited partnership
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24.
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Dissolution
of partnership on death, etc. of general partner
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25.
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Power
of Court to order dissolution
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26.
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Order
for compliance
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27.
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Settling
accounts on dissolution
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28.
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Legal
proceedings and service of documents
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29.
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Authority
to sign
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PART III
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MISCELLANEOUS AND FINAL
PROVISIONS
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30.
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Appointment
of registrar, etc.
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31.
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Fees
and forms
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32.
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Inspection
and production of documents kept by registrar
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33.
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Destruction
of old records
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34.
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Form
of limited partnership’s records
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35.
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Registration
in the Public Registry
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36.
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Offences
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37.
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Aiders
and abettors
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38.
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Orders
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39.
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Rules
of Court
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40.
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Consequential
amendments
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41.
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Saving
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42.
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Short
title and commencement
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LIMITED
PARTNERSHIPS (JERSEY) LAW 1994
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A LAW to make provision for the establishment, regulation and
dissolution of limited partnerships and for connected purposes, sanctioned by
Order of Her Majesty in Council of the
2nd day of NOVEMBER
1994
____________
(Registered on the
2nd day of December 1994)
____________
STATES OF JERSEY
____________
The 22nd day of June 1994
____________
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 –
“bankruptcy”
includes any proceedings of a similar nature in a place outside the Island;
“the
Committee” means the Finance and Economics Committee;
“the
Court” means the Royal Court;
“currency”
includes the European monetary unit of account (known as “the Ecu”) and any other means of exchange that may be
prescribed;
“declaration”
means the declaration delivered to the registrar under Article 4 and includes
all amendments made to the declaration;
“general
partner” means a person who is named as such in the declaration and if
more than one shall mean 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 shall mean each limited partner;
“limited
partnership” means a limited partnership established in accordance with
this Law;
“partner”
means a limited partner or a general partner;
“partnership
agreement” means any agreement in writing of the partners as to the
affairs of a limited partnership and the rights and obligations of the partners
among themselves;
“partnership
interest” means a partner’s share of the profits and losses of a
limited partnership 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 Committee;
“registrar”
means the registrar of limited partnerships appointed pursuant to Article 30
and “his seal” in relation to the registrar means a seal prepared
under that Article.
(2) 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.
(3) 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.
(4) 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.
ARTICLE 2
Meaning of
“insolvent” and “solvent”
For the purposes
of this Law, a limited partnership is insolvent when the general partner is
unable to discharge the debts and obligations of the limited partnership
(excluding liabilities to partners in respect of their partnership interests)
as they fall due out of the assets of the limited partnership without recourse
to the separate assets of a general partner not contributed to the limited
partnership, and “solvent” shall be construed accordingly.
PART II
ESTABLISHMENT OF
LIMITED PARTNERSHIPS
ARTICLE 3
Limited
partnership
(1) Subject
to the provisions of this Law, a limited partnership may be formed for any
lawful purpose.
(2) A
limited partnership shall consist of –
(a) one or more persons who
are general partners; and
(b) one or more persons who
are limited partners.
(3) A
body corporate may be a general or a limited partner.
ARTICLE 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 limited partnership until the
requirements of paragraph (2) of Article 3 have been satisfied and the
registrar has issued a certificate under paragraph (5) of this Article.
(2) The
registrar shall not issue a certificate unless there has been delivered to him
a declaration signed by each person who is, on the formation of the limited
partnership, to be a general partner.
(3) A
declaration shall state –
(a) the name under which
the limited partnership is to be conducted;
(b) the intended address of
the registered office of the limited partnership;
(c) the full name and
address of each general partner or, in the case of a body corporate, the place
where it is incorporated and its registered or principal office;
(d) the term, if any, for
which the limited partnership 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 his seal.
(7) A
certificate issued under paragraph (5) is conclusive evidence that a
declaration has been delivered to the registrar.
ARTICLE 5
Amendment of declaration
(1) If
during the continuance of a limited partnership any change is made or occurs in
any of the particulars delivered pursuant to Article 4, a statement signed by a
general partner, specifying the nature of the change shall within 21 days 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 his seal.
(4) If
default is made in compliance with paragraph (1) of this Article each of the
general partners is guilty of an offence and liable to a fine not exceeding
level 2 on the standard scale and in the case of a continuing
offence to a further fine not exceeding level 1 on the standard scale1 for each day on which the offence
so continues.
ARTICLE 6
General and
limited partners
A person may be a
general partner and a limited partner at the same time in the same limited
partnership.
ARTICLE 7
Name of
partnership
(1) The
name of each limited partnership shall end with the words “Limited
Partnership” in full or the abbreviation “L.P.”.
(2) The
surname of a limited partner shall not appear in the name of the limited
partnership unless it is also the surname of one of the general partners or the
limited partnership 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 a limited partnership unless it is also the
corporate name or a significant part of the corporate name of one of the
general partners or the limited partnership 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
limited partnership contrary to paragraph (2) or (3) is liable as a general
partner to any creditor of the limited partnership 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 his opinion in any way misleading or otherwise undesirable.
ARTICLE 8
Registered office
(1) A
limited partnership shall have a registered office in the Island.
(2) A
limited partnership may change the address of its registered office from time
to time by giving notice to the registrar.
(3) 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 limited partnership
at its previous registered office.
(4) A
limited partnership 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 body corporate its full name, the place where it is incorporated 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
of limited partnership and each amendment made to it; and
(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 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.
(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 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.
(6) If
default is made in compliance with this Article each of the general partners is
guilty of an offence and liable to a fine not exceeding level 2 on the standard
scale and in the case of a continuing
offence to a further fine not exceeding level 1 on the standard scale2 for each day on which the offence so
continues.
ARTICLE 9
Accounts and
audit
(1) A
limited partnership shall keep accounting records which 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 limited partnership.
(2) Unless
the partnership agreement otherwise provides, it shall not be necessary for a
limited partnership 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 not exceeding level 3 on the standard
scale.2
ARTICLE 10
Contribution of
limited partner
Any contribution
to be made by a limited partner to a limited partnership may be money, in any
currency, any other property, or services.
ARTICLE 11
Rights and
obligations of general partner
(1) A
general partner in a 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 except that, without written consent or ratification
by all the limited partners, a general partner has no authority to –
(a) do an act which makes
it impossible to carry on the activities of the limited partnership;
(b) possess limited
partnership property, or dispose of any rights in limited partnership property,
for other than a partnership purpose; or
(c) admit a person as a
general partner or admit a person as a limited partner, unless the right to do
so is given in the partnership agreement.
(2) Any
property of a limited partnership which is transferred to or vested in or held
on behalf of any one or more of the general partners or which is transferred
into or vested in the name of the limited partnership shall be held or deemed
to be held by the general partner, or, if more than one, by the general
partners jointly, as an asset of the limited partnership in accordance with the
terms of the partnership agreement.
(3) Any
debt or obligation incurred by a general partner in the conduct of the activities
of a limited partnership shall be a debt or obligation of the limited
partnership.
ARTICLE 12
Enforcement of
judgments against property of limited partnership
(1) Subject
to paragraph (3), no judgment shall be enforced against any property of a
limited partnership unless such judgment has been granted against a general
partner in his capacity as a general partner of that limited partnership.
(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 limited
partnership, shall have no claim against the property of that limited
partnership.
(3) Nothing
in paragraph (1) shall preclude the enforcement of an order of the Court
relating to property of a limited partnership in any case where, by reason of
any of the events mentioned in sub-paragraph (a) or (b) of paragraph (1) of
Article 24, a judgment could not be granted against a general partner in his
capacity as a general partner of that limited partnership.
ARTICLE 13
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 limited partnership
books and records at all times;
(b) to be given, on demand,
true and full information of all things affecting the limited partnership 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 limited partnership by
notice.
(3) Subject
to any provision, express or implied, of the partnership agreement to the
contrary, a limited partnership shall not be dissolved by the death, legal
incapacity, bankruptcy, retirement or withdrawal from the limited partnership of
a limited partner who is an individual, or in the case of a body corporate, its
dissolution, bankruptcy or withdrawal from the limited partnership.
ARTICLE 14
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 limited partnership.
(2) A
limited partner may receive from the limited partnership the share of the
profits stipulated for in the partnership agreement only if, at the time when
and immediately after payment is made, the limited partnership is solvent.
(3) For
a period of six months from the date of receipt by a limited partner of any
payment representing a share of the profits of the limited partnership in
circumstances where the requirements of paragraph (2) 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 limited partnership incurred during the
period that the share of the profits represented an asset of the limited
partnership.
ARTICLE 15
Dealings by
limited partner with partnership
(1) A
limited partner may lend money to, borrow money from and enter into
transactions with the 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 limited partnership shall rank as a creditor of the limited partnership
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.
ARTICLE 16
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.
ARTICLE 17
Return of limited
partner’s contribution
(1) A
limited partner shall not, on dissolution or otherwise, receive out of the
capital of the limited partnership a payment representing a return of any part
of his contribution to the partnership unless at the time of and immediately
following such payment the limited partnership is solvent.
(2) For
a period of six 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 limited
partnership incurred during the period that the contribution represented an
asset of the limited partnership.
(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 his
contribution or part thereof.
(4) Subject
to paragraphs (1) and (2), a limited partner may demand payment representing
the return of all or part of his contribution –
(a) on the dissolution of
the limited partnership;
(b) at the time specified
in the partnership agreement for its return; or
(c) after he has given six
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 limited partnership.
(5) A
limited partner has, notwithstanding the nature of his 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.
ARTICLE 18
Limited
partner’s liability to partnership
A limited partner
is liable to the limited partnership for the difference, if any, between the
value of money or other property contributed by him to the limited partnership
and the value of money or other property specified in the records kept under
paragraph (4) of Article 8 to be contributed by him to the limited partnership.
ARTICLE 19
Limited
partner’s liability to creditors
(1) Except
as provided in this Law, a limited partner is not liable for the debts or
obligations of the limited partnership.
(2) A
limited partner is not liable as a general partner unless he participates in
the management of the limited partnership.
(3) Subject
to paragraph (4), if a limited partner participates in the management of the
limited partnership in its dealings with persons who are not partners, that
limited partner shall be liable in the event of the insolvency of the limited
partnership for all debts and obligations of the limited partnership incurred
during the period that he participated in the management of the limited
partnership as though he 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 limited partnership with actual knowledge of the participation
of the limited partner in the management of the limited partnership and who
then reasonably believed the limited partner to be a general partner.
(5) A
limited partner does not participate in the management of a limited partnership
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 limited partnership or of a general partner or
acting as a director, officer or shareholder of a corporate general partner;
(b) consulting with and
advising a general partner with respect to the activities of the limited
partnership;
(c) investigating,
reviewing, approving or being advised as to the accounts or affairs of the
limited partnership or exercising any right conferred by this Law;
(d) acting as surety or
guarantor for the limited partnership 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 limited partnership,
(ii) the purchase, sale,
exchange, lease, pledge, hypothecation, creation of a security interest, or
other dealing in any asset by or of the limited partnership,
(iii) the creation or renewal of an
obligation by the limited partnership,
(iv) a change in the nature of the
activities of the limited partnership,
(v) the admission, removal
or withdrawal of a general or a limited partner and the continuation of the
limited partnership 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 limited partnership pursuant to paragraph (3) of Article 28.
(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 limited partnership.
ARTICLE 20
Admission of
additional limited partners
An additional
limited partner shall not be admitted to a limited partnership except in
accordance with the partnership agreement and by entry in the register under
sub-paragraph (a) of paragraph (4) of Article 8.
ARTICLE 21
Assignments
(1) A
limited partner shall not assign his interest, in whole or in part, in the
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 limited partnership until his ownership of the
assigned interest is entered in the register referred to in sub-paragraph (a)
of paragraph (4) of Article 8, and until so entered he has none of the rights
of a limited partner excercisable 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 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 paragraph (3) of Article 14, paragraph (2) of Article 17
or paragraph (3) of Article 19 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.
ARTICLE 22
Statement of
dissolution
(1) Except
as provided in Articles 24 and 25, a 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 him to the registrar.
(2) When
a statement of dissolution is delivered to the registrar he shall cancel the
registration of the declaration.
(3) If
default is made in compliance with this Article each of the general partners is
guilty of an offence and is liable to a fine not exceeding level 2 on the
standard scale.
ARTICLE 23
Winding up of limited
partnership
In the event of
the dissolution of a limited partnership its affairs shall be wound up by the
general partners unless the activities of the limited partnership are taken
over and continued in accordance with paragraph (2) of Article 24 or unless the
Court otherwise directs under paragraph (2) of Article 25.
ARTICLE 24
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, his death, legal incapacity,
bankruptcy, retirement or withdrawal from the limited partnership; or
(b) where the sole or last
remaining general partner is a body corporate, its dissolution, bankruptcy or
withdrawal from the limited partnership,
shall cause the
immediate dissolution of the limited partnership 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 limited partnership, in accordance with
the directions of the Court.
(2) A
limited partnership 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 limited partnership shall be deemed not to
have been dissolved and the activities of the limited partnership may be taken
over and continued as provided for in the partnership agreement or a subsequent
agreement.
(3) If
a limited partnership is dissolved under paragraph (1), and the activities of
the limited partnership 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 to the registrar who shall thereupon cancel the registration of the
declaration.
ARTICLE 25
Power of Court to
order dissolution
(1) The
Court may, on the application of a partner, order the dissolution of a limited
partnership if it is satisfied that –
(a) the limited partnership
is being conducted in a manner calculated or likely to affect prejudicially the
carrying out of the activities of the limited partnership;
(b) the limited partnership
is being conducted in a manner oppressive to one or more of the limited
partners; or
(c) circumstances have
arisen which render it just and equitable that the limited partnership be
dissolved.
(2) Where
an order is made under paragraph (1) the Court may give such directions as it
thinks fit as to the winding up of the limited partnership.
(3) When
a limited partnership has been dissolved under this Article the partner making
the application shall cause the relevant Act of the Court to be delivered to
the registrar within 21 days after the making of the order and the registrar
shall thereupon cancel the registration of the declaration.
ARTICLE 26
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 Court for an order directing the person to comply with
the provisions of this Law and upon such application the 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.
ARTICLE 27
Settling accounts
on dissolution
Where accounts
are settled after the dissolution of a limited partnership, the liabilities of
the partnership 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 partnership 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.
ARTICLE 28
Legal proceedings
and service of documents
(1) Except
as provided in this Law, legal proceedings by or against a limited partnership
shall be instituted 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) A
general partner or, with the leave of the 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 limited partnership pursuant to
–
(a) paragraph (3) of
Article 14;
(b) paragraph (2) of
Article 17;
(c) Article 18; or
(d) paragraph (3) of
Article 19.
(3) A
limited partner may bring an action on behalf of a limited partnership if 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 a general partner in respect
of a limited partnership may be effected by –
(a) delivering it to him;
or
(b) sending it by post or
delivering it to the registered office of the limited partnership.
ARTICLE 29
Authority to sign
Where a general
partner executes a document on behalf of the 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 he purports to act; and
(b) the executed document
has been validly executed.
PART III
MISCELLANEOUS AND
FINAL PROVISIONS
ARTICLE 30
Appointment of
registrar, etc
(1) The
registrar of companies appointed pursuant to Article 196 of the Companies
(Jersey) Law 1991 shall be the registrar of limited
partnerships.
(2) The
Committee may direct a seal or seals to be prepared for the authentication of
documents required for or in connexion with the
establishment of limited partnerships.
(3) Any
functions of the registrar under this Law may, to the extent authorized by him,
be exercised by any officer on his staff.
(4) In
this Article “officer“ has the same meaning as in the Civil Service
(Administration) (Jersey) Law 1953.
ARTICLE 31
Fees and forms
(1) The
Committee may 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 under this Law which is required to be delivered
to him; 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 performance of an act
or duty 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 32
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;
(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
his seal.
(2) A
copy of or extract from a record kept by the registrar, certified in writing by
him (whose official position it is unnecessary to prove) to be an accurate copy
of such record delivered to him 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.
ARTICLE 33
Destruction of
old records
(1) Where
a 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
limited partnership in his possession or under his control.
(2) After
10 years from the dissolution of a limited partnership 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.
ARTICLE 34
Form of limited
partnership’s records
(1) The
records which a 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) A
limited 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
required by this Law to be kept, and if default is made in compliance with this
paragraph each of the general partners is guilty of an offence and liable to a
fine not exceeding level 2 on the standard scale.
ARTICLE 35
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.
ARTICLE 36
Offences
(1) Any
person who makes a statement in any document, material, evidence or information
which is required to be kept under paragraph (4) of Article 8 or 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.
(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 in the exercise of reasonable
diligence could not have known that the statement was false or misleading.
(3) Where
a body corporate is guilty of an offence under paragraph (1), every director or
officer of such body corporate who authorized, permitted or acquiesced in such
an offence is also guilty of an offence and liable to a fine.
ARTICLE 37
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 38
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) An
Order made under this Law may –
(a) make different
provisions in relation to different cases or circumstances;
(b) contain such incidental
provisions as the Committee may consider to be necessary or expedient.
(3) The
Subordinate Legislation (Jersey) Law 1960 shall apply to Orders made under
this Law.
ARTICLE 39
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 40
Consequential
amendments
The enactments
specified in the Schedule to this Law shall be amended in the manner set out in
that Schedule.
ARTICLE 41
Saving
The rules of
customary law applicable to partnerships (“contrats
de société”) shall apply to
limited partnerships except in so far as they are inconsistent with the express
provisions of this Law.
ARTICLE 42
Short title and
commencement
This Law may be
cited as the Limited Partnerships (Jersey) Law 1994 and shall come into force
on such day as the States may by Act appoint and different days may be
appointed for different purposes or different provisions of this Law.
G.H.C. COPPOCK
Greffier of the States.
SCHEDULE
(Article 40)
AMENDMENT OF
ENACTMENTS
Borrowing
(Control) (Jersey) Law 1947
1. In
paragraph (1) of Article 1 after the definition of “issue” insert
the following definition –
“
‘limited partnership’ and ‘partnership agreement’ have
the meanings respectively given to them by the Limited Partnerships (Jersey)
Law 1994;”.
2. In
Article 2 insert after paragraph (2) the following paragraph –
“(2A) The provisions of this
Article shall apply in relation to a partnership interest under a limited
partnership as they apply in relation to shares in a body corporate but as if
–
(a) any reference to the
issue of shares in a body corporate by that body corporate were a reference to
the creation of a partnership interest for the purposes of the limited
partnership; and
(b) any reference to shares
in a body corporate incorporated, or not incorporated, under the law of the
Island were a reference to a partnership interest created under a limited
partnership established, or not established, in accordance with the Limited
Partnerships (Jersey) Law 1994.”.
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 partnership or”;
(b) after the definition of
“initials” there shall be inserted the following definition –
“
‘limited partnership’ means a limited partnership established in
accordance with the Limited Partnerships (Jersey) Law 1994;”.
2. In
Article 2 after sub-paragraph (d) insert the following sub-paragraph –
“(e) every limited partnership carrying
on business under a business name which does not consist of the name under
which it is established without any addition;”.