Limited
Partnerships (Jersey) Law 1994[1]
A LAW to make provision for
the establishment, regulation and dissolution of limited partnerships and for
connected purposes
Commencement [see endnotes]
PART 1
PRELIMINARY
1 Interpretation[2]
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;
“continued default”, in relation to a limited
partnership, means the general partner of the limited partnership defaulting on
its duties under Articles 5, 5A, 8, 9(1) or 30A and the default continuing
despite the registrar having given 30 days’ notice of the default to
the general partner at the last known registered address of the limited partnership;
“Court” means the Royal Court;
“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 and includes all amendments made to the declaration;
“delivery” includes delivery by electronic means;
“electronic” has the meaning given by Article 1 of
the Electronic Communications
(Jersey) Law 2000;
“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;
“Minister” means the Minister for External Relations;
“nominated person” means a person other than a general
partner who is authorised by the general partner to fulfil certain legal
obligations of the general partner in notifying and providing documents
required under this Law, or the Regulations or an order made under this Law, to
the registrar;
“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 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 limited partnerships
appointed pursuant to Article 30 and the “registrar’s
seal” in relation to the registrar means a seal prepared under that Article;
“relevant authorities” means the Commission, Revenue
Jersey and such other person as may be prescribed.
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 2
ESTABLISHMENT OF LIMITED
PARTNERSHIPS
3 Limited
partnership
(1) Subject to the
provisions of this Law, a limited partnership may be formed for any legal
purpose, whether or not for profit.[3]
(2) A 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.[4]
(3) A body
corporate, an unincorporated body or a partnership,
whether in the name of the partnership or its general partner, may be a general
partner or a limited partner.[5]
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 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 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 general
partner that is a body corporate, the place where it is incorporated and its
registered or principal office;
(d)
(e) such
other particulars as may be specified in a notice
published by the Commission.[6]
(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.
(6A) The registrar may refuse to
register a declaration if he or she is not satisfied that the occupier of the
premises which are to be the registered office of the limited partnership
authorizes their use as its registered office.[7]
(7) 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 limited partnership any change is made or occurs in any of the
particulars required to be stated under Article 4 (other than a change in
respect of the registered office of the limited partnership), a statement
signed by a general partner, specifying the nature of the change must be
delivered to the registrar within 21 days after the change is made or
occurs.[8]
(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 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 scale for each day on which the offence so continues.
5A Annual
confirmation[9]
(1) A
general partner or that general partner’s nominated person must, within
the relevant period deliver to the registrar an annual confirmation on behalf
of the limited partnership stating –
(a) that
the particulars required to be stated under Article 4(3) are correct;
(b) the
limited partnership status as being continuing or in wind up;
(c) any
other prescribed information.
(2) If
there is a failure to comply with paragraph (1) each of the general
partners commits an offence and is liable to a fine of level 3 on the
standard scale and where the offence continues they
are each liable to a further fine of level 2 on the standard scale for
each subsequent day of the offence.
(3) In
this Article “relevant period” means –
(a) the
period between 1st January and the end of February in each year following
the year in which the limited partnership is registered; or
(b) any other
period that may be prescribed.
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.
7 Name
of limited partnership[10]
(1) The
name of a limited partnership –
(a) must end
with the words “Limited Partnership” in full or either of the
abbreviations “L.P.” or “LP”; and
(b) may
include the name or derivation of the name of any general partner or limited
partner.
(2) However a limited partnership must not have a name that is
calculated or likely to mislead.
(3) The
registrar may refuse to register a declaration if the name to be registered is,
in the registrar’s opinion, misleading or otherwise undesirable.
(4) The
registrar may issue guidance for the purpose of paragraph (3).
8 Registered
office
(1) A limited partnership
shall have a registered office in Jersey.
(1A) A limited partnership does not
comply with the requirement in paragraph (1) unless the occupier of the
premises which are the registered office authorizes for the time being their
use for that purpose.[11]
(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.
(3A) The registrar may refuse to
register the notice if he or she is not satisfied that the occupier of the
premises which are to be the registered office of the limited partnership
authorizes their use as its registered office.[12]
(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;
(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.[13]
(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) subject
to the terms of the partnership agreement, and to any Regulations made under
Article 37A, available for inspection and copying during ordinary business
hours without charge at the request of a partner.[14]
(5A) The registrar may require a limited
partnership to produce its register during normal working hours to the
registrar at its registered office, for inspection by the registrar.[15]
(5B) A requirement under paragraph (5A)
shall be made by a notice in writing served on the limited partnership. The
notice shall specify a date (being not sooner than 5 days after it is
served) and a time at which the limited partnership is to produce the register.[16]
(5C) The Minister may prescribe
information which –
(a) an
applicant for the formation of a limited partnership; or
(b) a
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.[17]
(5D) An Order under paragraph (5C)
may contain such other provisions as are reasonably necessary for or incidental
to that purpose.[18]
(6) 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 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 scale for each day on which
the offence so continues.[19]
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 or Regulations made under Article 37A otherwise provide, it
shall not be necessary for a limited partnership to appoint an auditor or have
its accounts audited.[20]
(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.
10 Contribution
of limited partner[21]
Any contribution to be made
or agreed to be made by a limited partner may be money in any currency, any
other property or services.
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 as provided for in the partnership agreement and under this
Law.[22]
(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.
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 or her
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 Article 24(1)(a) or (b), a judgment could not be granted
against a general partner in his or her capacity as a general partner of that
limited partnership.
13 Rights
of limited partner
(1) Subject to the terms of
the partnership agreement, and to any Regulations made under Article 37A,
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 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.[23]
(2) A limited partner is
not entitled to dissolve the limited partnership other than in accordance with
Article 23(1)(b), 24(3) or 25(4).[24]
(3) A limited partnership
is not 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 any other limited partner, its winding up,
insolvency, termination, dissolution, bankruptcy or withdrawal from the limited
partnership.[25]
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) In circumstances where
the requirements of paragraph (2) have not been met, paragraph (4)
applies –
(a) 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 limited partnership; or
(b) a
longer period as specified by the terms of the partnership agreement.[26]
(4) Where this paragraph
applies, the payment is repayable by that limited partner with interest at the
prescribed rate to the extent that the share of the profits is necessary to
discharge a debt or obligation of the limited partnership.[27]
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 contributions.[28]
16 Limited
partners’ rights as between themselves
(1) Subject to paragraph (2)
and (3), 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.[29]
(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.
(3) A partnership agreement
may provide that a partner has no rights to a return of contributions or to
receive profits, or both.[30]
16A Third party rights[31]
A partnership agreement may
provide rights to a person who is not a partner and the manner
in which those rights may be varied or extinguished (which unless the
partnership agreement provides otherwise, is only with the consent of the
person) and that person may enforce those rights even without being a party to
the partnership agreement.
17 Return
of limited partner’s contribution
(1) A limited partner shall
not, during the limited partnership’s winding up or otherwise, receive
out of the capital of the 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 limited
partnership is solvent.[32]
(2) For a period of
6 months from the date of receipt by a limited partner of any payment
representing a return of the whole or part of the contribution received by such
limited partner or such longer period as specified by the terms of the
partnership agreement in circumstances where the requirements of
paragraph (1) have not been met, such payment is 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.[33]
(3) Except –
(a) as
provided in paragraph (2); or
(b) in
the case of fraud,
subject to the terms of the partnership agreement, a limited partner
shall not be liable to repay any payment representing a return of the limited partner’s
contribution or part thereof.[34]
(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) immediately before the completion of the winding up of the 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 limited partnership.[35]
(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 contribution, and any liability to make repayments pursuant to paragraph (2)
shall be construed accordingly.[36]
17A Remedies against
partner[37]
If a partnership agreement
provides that where a partner breaches the provisions of the partnership
agreement, that partner may be subject to or suffer sanctions or consequences as a result of the breach as specified in the partnership
agreement, then those sanctions or consequences are not unenforceable solely on
the basis that they are penal in nature.
18 Partner’s
liability to partnership[38]
(1) Subject
to the terms of the partnership agreement, a limited partner is liable to the
limited partnership for the difference, if any, between the amount of money or
the value of other property or services contributed by the limited partner to
the limited partnership and the amount of money or the value of other property
or services specified in the records kept under Article 8(4) to be
contributed by the limited partner to the limited partnership.
(2) A
general partner is liable for the debts and obligations of the limited
partnership if the assets of the limited partnership are insufficient to
discharge the debts and obligations of the limited partnership.
19 Limited
partner’s liability to creditors
(1) Except as expressly
provided in the partnership agreement or in this Law, a limited partner is not
liable for the debts or obligations of the limited partnership.[39]
(2) Except as provided in
paragraph (3), a limited partner is not liable as a general partner.[40]
(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 or she participated in the management of the limited partnership as though
he or she were for that period a general partner.
(4) A limited partner is
liable under paragraph (3) only to a person who transacts with the limited
partnership during the period of, and with actual knowledge of, the
participation of the limited partner in the management of the limited
partnership and who then reasonably believed, based upon the limited
partner’s conduct, the limited partner to be a general partner.[41]
(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) holding an office or interest in, or having a contractual
relationship with, a general partner or 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 (or any person appointed to manage or advise the limited partnership)
or consenting or withholding or withdrawing consent to any action proposed, in
the manner contemplated by the partnership agreement, with respect to the
activities of the limited partnership, or discussing the prospects of the
limited partnership business;
(c) investigating, reviewing, approving,
consulting with or being advised by a general partner or any person appointed
to manage or advise the limited partnership as to the accounts or affairs of
the limited partnership or exercising any right conferred by this Law, or
reviewing or approving a valuation of the limited partnership’s assets;
(d) granting loans to, or acting as surety or
guarantor, or providing any other form of security for the limited partnership
or a general partner either generally or in respect of specific obligations;
(e) approving or disapproving an amendment to,
extension of, or waiver of a term of, the partnership agreement or associated documents;
(f) voting on, otherwise signifying
approval or disapproval of, withholding or withdrawing consent or exercising
veto rights in respect of, inter alia, one or more of the
following –
(i) the
winding up and dissolution, or the appointment of a person to carry out the
winding up and dissolution, of the limited partnership,
(ii) arranging
for the winding up of the limited partnership under Article 24(1) or
seeking the requisite consent of limited partners to continue the limited
partnership under Article 24(2),
(iii) the
acquisition, disposal, transfer, exchange, lease, pledge
or hypothecation of, or creation of a security interest or other dealing in any
asset or other property by or of, the limited partnership,
(iv) the
creation, renewal, extension, variation, repayment or discharge of an
obligation or debt by the limited partnership,
(v) a change in the nature
of the activities, objectives or policies of the
limited partnership,
(vi) the
admission, removal or withdrawal of a general or a
limited partner and the continuation of the limited partnership thereafter,
(vii) 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,
(viii) the
indemnification of any partner or other person,
(ix) the
disposal of all or part of the partnership business or the acquisition of
another business by the limited partnership,
(x) the acquisition or
disposal of a type of investment or a particular investment by the limited
partnership,
(xi) the
exercise of the limited partnership’s rights in respect of an investment,
or
(xii) the
participation by a limited partner in a particular investment by the limited partnership;
(g) bringing an action on behalf of the limited
partnership under Article 28(3);
(h) being a partner in a partnership that itself
is a general partner;
(i) delivering
a declaration under Article 4(2) or an annual confirmation under
Article 5A to the registrar;
(j) calling, requesting, attending or
participating in any meeting of the partners;
(k) enforcing a right under the partnership agreement;
(l) entering into, or acting under, a
contract with the other partners in the limited partnership;
(m) taking part in a decision regarding changes in the
persons responsible for the day-to-day management of the limited partnership;
or
(n) in
respect of any board or committee (such as an advisory or investment committee)
of the limited partnership, or established by, or as provided for in the
partnership agreement in respect of, the general partners, the limited partners or the partners generally –
(i) appointing,
removing, nominating, electing or otherwise participating in the selection of a
representative of the limited partner or any other person to serve on that
board or committee, or
(ii) acting
as a member of that board or committee either directly or by or through any
representative or other person, including giving advice in respect of, or
consenting or refusing to consent to, any action proposed by the general
partner on behalf of the limited partnership and exercising any powers or
authorities or performing any obligations as a member of the board or committee
in a manner contemplated by the partnership agreement.[42]
(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.
(7) Except as expressly
provided in the partnership agreement or in the terms of their appointment, the
members of a committee (whether or not they are
limited partners in the limited partnership) owe no duty to the limited
partnership, its partners, the other committee members or a third party.[43]
(8) The Minister may by
Order amend paragraph (5) to add, remove or vary any of the circumstances
which do not constitute participation in the management of a limited
partnership under this Article.[44]
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 Article 8(4)(a).
21 Assignments
(1) A limited partner shall
not assign his or her partnership 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.[45]
(2) An assignee of the partnership
interest, in whole or in part, of a limited partner does not become a limited
partner in the limited partnership until the assignee’s ownership of the
assigned partnership interest is entered in the register referred to in Article 8(4)(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.[46]
(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 partnership interest immediately before the
assignment.[47]
(4) On becoming a limited
partner an assignee shall not assume any liability of the assignor arising
under Article 14(3), 17(2) or 19(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.
21A Cancellation of
registration of declaration and dissolution of limited partnership[48]
(1) The
registrar must cancel the registration of the declaration of a limited
partnership on the delivery to the registrar of a request for its cancellation
under Article 23(1)(b), 24(3) or 25(4).
(2) The registrar must cancel the registration of the declaration of a
limited partnership on delivery to the registrar of a request by
a general partner for the cancellation of the limited partnership upon its
continuance in another legal form governed by the laws of Jersey that has been
unanimously agreed by the partners and approved by the relevant authorities.
(3) The
registrar may cancel the registration of the declaration of a limited
partnership where the limited partnership is in continued default.
(4) The
dissolution of a limited partnership takes effect upon the cancellation of
registration of the declaration of the limited partnership being registered by
the registrar.
(5) However,
the dissolution of a limited partnership under paragraph (4) does not
affect its continuation in another legal form under paragraph (2).
21B Liability of partners following
dissolution by registrar on continued default[49]
Where a limited partnership
is dissolved following the exercise of the registrar’s powers to cancel
its registration under Article 21A(3) –
(a) the
liability of a limited partner continues to be limited in the manner provided
for by this Law; and
(b) each
general partner is liable to the limited partners or any creditor of the
limited partnership for the cost of reinstatement of the registration of the
limited partnership without recourse to the assets of the limited partnership
and remains liable for the debts and obligations of the limited partnership as
provided by this Law.
21C Limitation on exercise of
powers and rights by general partner following dissolution[50]
If, following the dissolution of a limited partnership under
Article 21A(3), a general partner of the dissolved limited partnership is
entitled under the terms of the partnership agreement, with the consent of the
limited partners or otherwise, to exercise any rights, powers or authority in
connection with the assets or liabilities of the limited partnership before its
dissolution, it must not exercise those rights, powers or authority except in
so far as may be required by the limited partnership –
(a) to
realise its assets;
(b) to
discharge its liabilities;
(c) to
distribute any surplus in accordance with the terms of the partnership
agreement or this Law;
(d) to
take all other steps or actions in connection with the winding up of the
limited partnership; or
(e) to
apply to the Court under Article 22 for the reinstatement of the
registration of the limited partnership.
22 Application
to reinstate dissolved limited partnership[51]
(1) Where the registration
of a declaration of a limited partnership has been cancelled and the limited
partnership has been dissolved under Article 21A, on an application made
by a partner or creditor of the limited partnership or by any other interested
party, the Court may at any time before the expiry of 10 years after the
date on which the cancellation of the registration takes effect, make an order
declaring the cancellation of the registration and dissolution of the limited
partnership void.
(2) In making an order
under paragraph (1), the Court may give the directions and make the
provisions as it thinks fit, including requiring the registrar to publish a
notice of the Court’s decision and the effect of that decision.
(3) The person on whose
application the order is made under paragraph (1) must within 14 days
after the making of the order (or such further time as the Court may allow)
deliver the relevant Act of Court to the registrar for registration and the
registrar must reinstate the registration of the limited partnership.
23 Winding
up of limited partnership[52]
(1) Where
winding up of a limited partnership commences under this Law or the partnership
agreement, and unless the activities of the limited partnership are taken over
and continued in accordance with Article 24(2) –
(a) the affairs of the
limited partnership must be wound up –
(i) by
the general partners or by other persons authorised under this Law or the
partnership agreement to carry out the winding up, or
(ii) as
the Court otherwise orders under Articles 24(1)(ii) and 25(1A); and
(b) the
general partner or the other persons authorised to wind up the limited
partnership must, on completion of the winding up, file a request for the
cancellation of its registration with the registrar.
(2) A
limited partnership is not dissolved by an act of the partners other than in
accordance with paragraph (1)(b), Article 24(3) or
Article 25(4).
(3) A
general partner who fails to comply with paragraph (1) commits an offence
and is liable to a fine of level 2 on the standard scale.
24 Winding up of limited partnership on death etc. of general partner[53]
(1) Despite
any term 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 limited partnership; or
(b) where
the sole or last remaining general partner is not an individual, its
dissolution, insolvency, termination, bankruptcy or
withdrawal from the limited partnership,
must cause the commencement
of the winding up of the limited partnership which must immediately 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.[54]
(2) A
limited partnership is not required to be wound up under paragraph (1) if,
within 90 days of the commencement of the winding up, the limited
partners, either unanimously or as otherwise provided for in the partnership
agreement, elect one or more general partners, in which event –
(a) the
limited partnership’s winding up is not caused; and
(b) 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’s winding up is caused under paragraph (1),
and the activities of the limited partnership are not taken over and continued under
paragraph (2), a request to cancel its registration signed by a limited
partner, or other person, authorised by agreement of the limited partners or in
accordance with the terms of the partnership agreement (as appropriate), must,
on completion of the winding up, be delivered by the person to the registrar.
(4) If
there is a failure to comply with this Article for the delivery of the request,
the person responsible commits an offence and is liable to a fine of level 2
on the standard scale.
25 Power
of Court to order winding up[55]
(1) The Court may, on the
application of a partner, order the winding up 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 wound up.[56]
(1A) The Court may, on the application
of the registrar, order the winding up of a limited partnership if satisfied
that the activities of the limited partnership are bringing the reputation of
Jersey into disrepute.[57]
(2) Where an order is made
under paragraph (1) or paragraph (1A) the Court may give such
directions as it thinks fit as to the winding up of the limited partnership.[58]
(3) Following an order for
the winding up of a limited partnership under paragraph (1), 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.[59]
(4) Upon completion of a
winding up under this Article, the person authorised by the Court to wind up
the limited partnership must deliver a request for the cancellation of the
registration of the limited partnership to the registrar.[60]
(5) A person
who fails to comply with paragraph (4) commits an offence and is liable to
a fine of level 2 on the standard scale.[61]
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.
27 Settling
accounts on winding up[62]
Where accounts are settled during the winding up 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.
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) Article 14(3);
(b) Article 17(2);
(c) Article 18; or
(d) Article 19(3).
(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 the general partner; or
(b) sending
it by post or delivering it to the registered office of the limited
partnership.
(5) In this Article,
“registered office” means –
(a) the
office that is for the time being shown as the registered office of the limited
partnership in the register maintained under Article 4(4); or
(b) if
the registrar has under Article 8(3) registered a notice of change of
address, the office that is for the time being shown as the registered office
of the limited partnership in the last notice so registered.[63]
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 the general partner purports to act; and
(b) the executed document
has been validly executed.
PART 3
MISCELLANEOUS AND FINAL
PROVISIONS
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 Commission may
direct a seal or seals to be prepared for the authentication of documents
required for or in connection with the establishment of limited partnerships.[64]
(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.[65]
30A Annual
administration fee[66]
(1) The Commission may
require the payment to it by a limited partnership of a published annual
administration fee.
(2) The States may by
Regulations provide that, in addition to the annual administration fee, a
limited partnership shall pay to the Commission annually such amount as the
States determine in the Regulations.
(3) The annual
administration fee and the annual additional amount (if any) are payable by a
limited partnership to the Commission before the end of February in each year.
(4) An annual
administration fee and an annual additional amount (if any) are debts due by a
limited partnership to the Commission, and are recoverable accordingly in a
court of competent jurisdiction.
(5) The Commission shall
pay to the Treasurer of the States the additional amounts that are paid to the
Commission under Regulations made under paragraph (2).
31 Fees,
charges and forms[67]
(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 authenticated.
31A Form of documents
to be delivered to registrar[68]
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 which is acceptable to the registrar; or
(b) any
information to which the requirement relates is delivered in material, other
than a document, which is acceptable to the registrar,
and the document or material, as the case may be, is accompanied by the published fee,
if any.
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 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.
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 the registrar’s possession or under the registrar’s
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.
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.
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.
36 Offences[69]
A person who, in or in
connection with any document, material, evidence or information –
(a) which
is required to be kept under Article 8(4); or
(b) which
is required to be delivered to the registrar under this Law,
knowingly or recklessly
makes a statement which is false or misleading in any material particular shall be guilty of an offence and liable to
imprisonment for 2 years and a fine.
36A Criminal liability
for offences by bodies corporate[70]
(1) Where
an offence under this Law committed by a limited liability partnership or a
body corporate is proved to have been committed with the consent or connivance
of, or to be attributable to any neglect on the part of –
(a) a
person who is a partner of the partnership, or director, manager, secretary or other similar officer of the body corporate; or
(b) any
person purporting to act in any such capacity,
the person shall also be
guilty of the offence and liable in the same manner as the partnership or body
corporate to the penalty provided for that offence.
(2) Where
the affairs of a body corporate are managed by its members, paragraph (1)
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.
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.
37A Regulations[71]
(1) The States may by
Regulations –
(a) provide
for the disqualification of persons for office as general partners of limited partnerships;
(b) provide
for the audit of limited partnerships;
(c) provide
for the continuance of limited partnerships;
(d) provide
for the merger of limited partnerships; and
(e) provide
for the creation of partnership interests corresponding to separate portfolios
of assets with segregated liability and for the merger or conversion of those
segregated portfolios of assets.[72]
(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 limited
partnerships.
(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.
(6) The States may by
Regulations –
(a) make
any consequential and transitional provisions;
(b) make
amendments to this Law or any other enactment,
that appear necessary or expedient in connection with the coming
into force of the Limited Partnership (Amendment No. 2) (Jersey) Law 2022.[73]
38 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 which is to be prescribed under this Law or the Regulations.[74]
(2) [75]
(3) 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 Minister may consider to be necessary or
expedient.
(4) The Minister shall
consult the Commission before making any Order under this Law.[76]
(5) [77]
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.
40 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.
41 Citation
This Law may be cited as the Limited Partnerships (Jersey)
Law 1994.