Incorporated
Limited Partnerships (Jersey) Law 2011
A LAW to provide for the
establishment, regulation and dissolution of limited partnerships with
corporate personality; and for connected purposes.
Commencement [see endnotes]
Part 1
Preliminary
1 Interpretation[1]
In this Law, unless the
context otherwise requires –
“bankruptcy”
includes any proceedings of a similar nature in a place outside Jersey;
“certificate”
means the certificate of registration of a declaration issued by the registrar
under Article 4 (including all amendments made to the certificate);
“Commission”
means the Jersey Financial Services Commission established by the Financial
Services Commission (Jersey) Law 1998;
“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,
each general partner;
“incorporated
limited partnership” means an incorporated limited partnership
established in accordance with this Law;
“limited partner”
means a person who is named as such in the register kept under Article 8
and, if more than one, each limited partner;
“Minister”
means the Minister for External Relations;
“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 incorporated 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 an
incorporated limited partnership and the right to receive distributions of
partnership assets and other benefits conferred by the partnership agreement;
“prescribed”
means prescribed by an 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 incorporated limited partnerships appointed pursuant to
Article 25 and “registrar’s seal” in relation to the
registrar means a seal prepared under that Article.
2 Meaning
of “insolvent” and “solvent”
For the purposes of this
Law, an incorporated limited partnership is insolvent when it is unable to
discharge its debts and obligations (excluding liabilities to partners in
respect of their partnership interests) as they fall due; and
“solvent” shall be construed accordingly.
PART 2
ESTABLISHMENT OF INCORPORATED
LIMITED PARTNERSHIPS
3 Incorporated
limited partnership
(1) Subject
to the provisions of this Law, an incorporated limited partnership may be
formed under this Law for any lawful purpose.
(2) An
incorporated limited partnership is a body corporate, having legal personality
that is separate from that of its members.
(3) An
incorporated limited partnership has perpetual succession, and cannot be
dissolved otherwise than by or under this Law or another enactment.
(4) An
incorporated limited partnership has unlimited capacity.
(5) An
incorporated limited partnership shall consist of –
(a) one or more persons who are general
partners; and
(b) one or more other persons who are limited
partners.
(6) A
body corporate may be a general partner or a limited partner.
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 an incorporated limited
partnership until the requirements of Article 3(5) 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 the
registrar a declaration signed by each person who is, on the formation of the
incorporated limited partnership, to be a general partner.
(3) A
declaration shall state –
(a) the name under which the incorporated
limited partnership is to be conducted;
(b) the intended address of the registered
office of the partnership;
(c) the full name and address of each general
partner that is an individual or, in the case of a general partner who is a
body corporate, the place where it is incorporated and its registered or
principal office;
(d) that a partnership agreement has been
executed by the partners; and
(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
incorporated limited partnership comes into being on the issue of the
certificate.
(8) 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
incorporated limited partnership authorizes their use as its registered office.
(9) A
certificate issued under paragraph (5) is conclusive evidence of the
following matters –
(a) that
a declaration has been delivered to the registrar;
(b) that
the incorporated limited partnership is incorporated under this Law;
(c) that
the requirements of this Law have been complied with in respect of –
(i) registration,
(ii) all
matters precedent to registration, and
(iii) all
matters incidental to registration,
in respect of the
partnership.
5 Amendment
of declaration
(1) If
during the continuance of an incorporated limited partnership any change is
made or occurs in any of the particulars delivered pursuant to Article 4
(other than in the registered office of the partnership), 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 an
amended certificate to that effect.
(3) The
amended 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 3 on the
standard scale.[2]
6 General and limited
partners
A person may be a general
partner and a limited partner at the same time in the same incorporated limited
partnership.
7 Name
of partnership
(1) The
name of each incorporated limited partnership shall end with the words
“Incorporated Limited Partnership” in full or any of the
abbreviations “I.L.P.”, “ILP”, “Inc. L. P.”
and “Inc LP”.
(2) The
surname of a limited partner shall not appear in the name of the incorporated
limited partnership unless it is also the surname of one of the general partners
or the 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 an incorporated 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 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
incorporated limited partnership contrary to paragraph (2) or (3) is
liable as a general partner to any creditor of the 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, or a statement delivered under
Article 5(1) of a change of name of an incorporated limited partnership,
where the name to be registered is in the registrar’s opinion in any way
misleading or otherwise undesirable.
(6) A
change of the name of an incorporated limited partnership shall not have effect
until the registrar registers the statement and issues the amended certificate.
8 Registered
office
(1) An
incorporated limited partnership shall have a registered office in Jersey.
(2) An
incorporated limited partnership 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
incorporated limited partnership 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 incorporated
limited partnership 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
incorporated limited partnership authorizes their use as its registered office.
(6) An
incorporated 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
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 the
certificate of registration;
(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 incorporated limited partnership 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 incorporated limited partnership at its registered office,
specifying 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 incorporated limited partnership; or
(b) an
incorporated limited partnership,
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 of or made under this
Article, each of the general partners is guilty of an offence and liable to a
fine of level 3 on the standard scale.[3]
9 Accounts
and audit
(1) An
incorporated 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 partnership.
(2) Unless
the partnership agreement or Regulations made under Article 34 otherwise
provide, it shall not be necessary for an incorporated 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 of level 3 on the standard
scale.[4]
10 Contribution
of limited partner
Any contribution to be
made by a limited partner to an incorporated 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 an incorporated 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 incorporated limited partnership;
(b) to possess incorporated limited partnership
property, or dispose of any rights in incorporated limited partnership 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) A
general partner in an incorporated limited partnership is an agent of the
partnership.
(4) A
general partner in an incorporated limited partnership, in exercising his or
her powers and discharging his or her duties, shall –
(a) act
honestly and in good faith with a view to the best interests of the partnership;
and
(b) exercise
the care, diligence and skill that a reasonably prudent person would exercise
in comparable circumstances.
(5) Without
prejudice to the operation of any rule of law empowering the partners in an
incorporated limited partnership, or any of them, to authorize or ratify a
breach of this Article, no act or omission of a general partner shall be
treated as a breach of paragraph (4) if –
(a) all
of the members of the partnership authorize or ratify the act or omission; and
(b) after
the act or omission the partnership will be able to discharge its liabilities
as they fall due.
(6) Any
debt or obligation incurred by a general partner in the conduct of the
activities of an incorporated limited partnership shall be a debt or obligation
of the partnership.
(7) If
an incorporated limited partnership fails to discharge any of its debts or
obligations as it falls due, each general partner is personally liable to make
good the default.
12 Rights
of limited partner
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
partnership records at all times;
(b) to
be given, on demand, true and full information of all things affecting the
incorporated limited partnership and to be given a formal account of
partnership affairs whenever circumstances render it just and reasonable.
13 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 incorporated 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 incorporated 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 partnership 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 incorporated limited
partnership 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 partnership incurred during
the period that the share of the profits represented an asset of the
partnership.
14 Dealings
by limited partner with partnership
(1) A
limited partner may lend money to, borrow money from and enter into
transactions with the incorporated 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 incorporated limited partnership shall rank as a creditor of the
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.
15 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.
16 Return
of limited partner’s contribution
(1) A
limited partner shall not, on dissolution or otherwise, receive out of the
capital of the incorporated 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 partnership 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 incorporated
limited partnership incurred during the period that the contribution
represented an asset of the 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 the limited
partner’s 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 or her contribution –
(a) on the dissolution of the incorporated
limited partnership;
(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 partnership.
(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.
17 Limited
partner’s liability to partnership
A limited partner is
liable to the incorporated limited partnership for the difference, if any,
between the value of money or other property or services contributed by the
limited partner to the partnership 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 partnership.
18 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 incorporated limited partnership.
(2) Except
as provided in paragraph (3), a limited partner is not liable as a general
partner.
(3) Subject
to paragraph (4), if a limited partner participates in the management of
the incorporated 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 partnership for all debts and obligations of the partnership incurred
during the period that he or she participated in the management of the
partnership 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 incorporated limited partnership with actual knowledge of
the participation of the limited partner in the management of the 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 an incorporated
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 partnership 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 partnership;
(c) investigating, reviewing, approving or being
advised as to the accounts or affairs of the partnership or exercising any
right conferred by this Law;
(d) acting as surety or guarantor for the
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 winding up
and dissolution of the partnership,
(ii) the
purchase, sale, exchange, lease, pledge, hypothecation, creation of a security
interest or other dealing in any asset, by or of the partnership,
(iii) the
creation or renewal of an obligation by the partnership,
(iv) a
change in the nature of the activities of the partnership,
(v) the admission, removal
or withdrawal of a general or a limited partner and the continuation of the
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.
(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 incorporated limited partnership.
19 Admission
of additional limited partners
An additional limited
partner shall not be admitted to an incorporated limited partnership except in
accordance with the partnership agreement and by entry in the register under
Article 8(6)(a).
20 Assignments
(1) A
limited partner may, subject to the partnership agreement, assign his or her
interest, in whole or in part, in the incorporated limited partnership.
(2) An
assignee of the interest, in whole or in part, of a limited partner does not
become a limited partner in the incorporated limited partnership 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 13(4), 16(2) or 18(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.
21 Winding
up and dissolution
(1) The
States may make Regulations providing for the winding up and dissolution of
solvent and insolvent incorporated limited partnerships.
(2) Regulations
made under paragraph (1) may create offences, and may prescribe penalties
for such offences not exceeding imprisonment for 2 years and a fine.
22 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.
23 Service
of documents
(1) Service
of a document on an incorporated limited partnership may be effected by sending
it by post or delivering it to the registered office of the partnership.
(2) In
this Article, “registered office” means –
(a) the
office that is for the time being shown as the registered office of the
incorporated limited partnership 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 partnership in the last notice so registered.
24 Authority
to sign
Where a general partner
executes a document on behalf of the incorporated 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
25 Appointment of registrar
(1) The
registrar of companies appointed pursuant to Article 196 of the Companies
(Jersey) Law 1991 shall be the registrar of incorporated 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 incorporated
limited partnerships.
(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.
26 [5]
27 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.
28 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.
29 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
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.
30 Destruction
of old records
(1) Where
an incorporated 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 partnership in the registrar’s possession or
under the registrar’s control.
(2) After
10 years from the dissolution of an incorporated 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.
31 Form
of partnership’s records
(1) The
records that an incorporated 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
incorporated 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.
(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 3 on the
standard scale.[6]
32 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.
33 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.
34 Criminal
liability of partners, directors and other officers
(1) This Article applies
where an offence under this Law by an incorporated limited partnership or by
any other body corporate, or by 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 an incorporated limited partnership, a general partner;
(b) in
the case of an incorporated limited partnership, a limited partner who is
participating in the management of the partnership;
(c) in
the case of any other 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 incorporated limited partnership, the other body corporate or the
limited liability partnership to the penalty provided for that offence.
(4) Where the affairs of a
body corporate (other than an incorporated limited partnership) 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 33.
35 Regulations
(1) The
States may by Regulations –
(a) disqualify
persons for office as general partners of incorporated limited partnerships;
and
(b) provide
for the audit of such partnerships.
(2) Regulations
made under paragraph (1) may provide for and apply in respect of
incorporated limited partnerships, with or without modifications –
(a) any
provisions in or made under the Companies (Jersey) Law 1991; and
(b) any
provisions in or made under the Foundations (Jersey) Law 2009,
that apply, in respect of a
company or a foundation under either of those Laws, to a matter to which
paragraph (1) refers.
(3) 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.
(4) Regulations
made under paragraph (1) may create offences, and may impose penalties for
such offences not exceeding imprisonment for 2 years and a fine.
36 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.
37 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.
38 Relationship
to other law
(1) The
rules of customary law applicable to partnerships (contrats
de société) shall apply to incorporated 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 shall apply to an incorporated limited partnership.
39 Citation
This Law may be cited as
the Incorporated Limited Partnerships (Jersey) Law 2011.