Limited
Partnerships (Continuance) (Jersey) Regulations 2020
1 Interpretation[2]
In these
Regulations –
“approved form” means a
form approved by the Commission;
“Commission” means the
Jersey Financial Services Commission;
“declaration” means the
declaration provided to the Commission in accordance with Regulation 3(1)(b)
and includes all amendments made to the declaration;
“eligible foreign limited
partnership” means a limited partnership, without legal personality, formed under
the law of a jurisdiction outside Jersey;
“formed” includes
established and registered;
“general partner” means a
person who is named as a general partner in the declaration and, if more than
one person is named, means each general partner;
“limited partnership”
means a partnership formed under any law (including the law of a jurisdiction
outside Jersey) with –
(a) one or more partners who
are liable for all the debts and liabilities of the partnership; and
(b) one or more partners whose
liability for the debts and liabilities of the partnership is limited;
“LP Law” means the Limited Partnerships
(Jersey) Law 1994;
“Minister” means the Chief
Minister;
“partnership interest” has
the same meaning as it has in the LP Law;
“published” means –
(a) in
respect of a fee payable under these Regulations, 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” has the same
meaning as it has in the LP Law;
“registrar’s seal” in
relation to the registrar means a seal prepared under Article 30 of the LP
Law.
2 Eligible foreign
limited partnership may continue within Jersey
(1) Subject
to paragraph (2), an eligible foreign limited partnership may continue as
a limited partnership within Jersey in accordance with these Regulations if the
law of the jurisdiction in which it is formed does not prohibit its continuance
within Jersey.
(2) An
eligible foreign limited partnership may not continue as a limited partnership within
Jersey if –
(a) the limited partnership
is being wound up;
(b) a receiver or manager has
been appointed in relation to any of the assets of the limited partnership;
(c) an application has been made
to a court in another jurisdiction for the winding up of the limited partnership
or for the limited partnership to be subject to equivalent insolvency proceedings
and has not been determined; or
(d) the limited partnership
has been deregistered for a purpose other than continuing as a limited
partnership within Jersey in accordance with these Regulations.
3 Application to continue
as limited partnership within Jersey
(1) An
application for an eligible foreign limited partnership to continue as a
limited partnership within Jersey must be provided to the Commission in an
approved form and accompanied by –
(a) a copy (certified, in an
approved form, to be a true copy) of its certificate of formation, or another
document that evidences its formation;
(b) a declaration naming and signed
by the general partner stating that –
(i) the limited partnership is solvent,
(ii) the limited partnership
has applied to the Commission for its consent to the creation of interests
under the limited partnership in accordance with Article 10 of the Control of Borrowing
(Jersey) Order 1958,
(iii) the limited partnership
has applied to the registrar for registration as a limited partnership under
the LP Law, and
(iv) the limited partnership is
not to have legal personality on its continuance within Jersey;
(c) any other documents or
information as the Commission may require in respect of the application; and
(d) any published application
fee.
(2) The
application under this Regulation must also be accompanied by evidence,
satisfactory to the Commission, of the following –
(a) that the application to
continue has been approved by the general partner;
(b) if the law of the
jurisdiction under which the eligible foreign limited partnership is or was
formed requires an authorisation to continue as a limited partnership within
Jersey, that the limited partnership has obtained that authorisation.
(3) For
the purpose of paragraph (2), the Commission may rely on evidence that is
a declaration signed by the general partner attesting to the matters mentioned
in that paragraph.
4 Determination of
application
(1) The
Commission may grant an application for continuance of a limited partnership
under these Regulations if the Commission –
(a) is satisfied that the
requirements of Regulations 2 and 3 have been met; and
(b) has consented to the creation of interests under the limited partnership in
accordance with Article 10 of the Control of Borrowing (Jersey) Order 1958.
(2) If
an application is granted, the Commission must inform the registrar as soon as
practicable and deliver to the registrar the documents that accompanied the
application.
(3) On
determining the application, the Commission must inform the applicant of its
decision.
(4) If
requested by the applicant, the Commission must, within 14 days of the
request, provide the applicant with a statement in writing of the reasons for
its decision.
(5) The
Commission may, if of the opinion that it would be contrary to the public
interest to register the eligible foreign limited partnership as a limited
partnership within Jersey, refuse the application.
(6) An
applicant may, within 28 days after being informed of a decision by the
Commission to refuse its application, appeal to the court on the ground that
the decision of the Commission was unreasonable having regard to all of the
circumstances of the case.
(7) On
hearing the appeal, the court –
(a) may confirm or reverse
the decision of the Commission; and
(b) may make an order as to
the costs of the appeal as it thinks appropriate.
5 Issue of certificate of
continuance
(1) The
registrar must not register the eligible foreign limited partnership as a
limited partnership under the LP Law unless the registrar has received the
documents from the Commission under Regulation 4(2).
(2) When
the registrar registers the eligible foreign limited partnership as a limited
partnership under the LP Law, the registrar must also –
(a) register the documents received
from the Commission under Regulation 4(2);
(b) issue a certificate of
continuance to the limited partnership; and
(c) send an electronic copy
of the certificate to the appropriate official or public body in the other
jurisdiction under which the limited partnership is or was formed.
(3) A
certificate of continuance issued to a limited partnership under paragraph (2)
is conclusive evidence that –
(a) the limited partnership
has complied with Regulations 2 and 3; and
(b) the eligible foreign
limited partnership has continued as a limited partnership within Jersey under
the name specified in the application from the date specified in the
certificate of continuance.
(4) A
certificate of continuance issued under this Regulation must be signed by the
registrar and sealed with the registrar’s seal.
(5) For
the purpose of Article 10(1) of the Control of Borrowing
(Jersey) Order 1958, the partnership interests and any other interests
under the eligible foreign limited partnership in existence immediately before the
certificate of continuance is issued to the limited partnership are taken to
have been created on the date specified in the certificate of continuance.
6 Effect of continuance
(1) On
and from the day that a certificate of continuance is issued to a limited
partnership under Regulation 5 –
(a) the limited partnership
is not to be treated as a limited partnership formed under the laws of a
jurisdiction outside Jersey; and
(b) all assets and other property
(including all choses in action and any right to make capital calls of the
limited partnership) previously held or deemed to be held or acquired by or on
behalf of the limited partnership are taken to be the property of the limited
partnership held under Article 11(2) of the LP Law.
(2) The
continuance of the limited partnership does not –
(a) create a new limited
partnership;
(b) affect any partnership
interest; or
(c) affect any act done
before the continuance or the rights, powers, authorities, functions or
obligations of the limited partnership, any partner or any other person before
its continuance.
(3) Without
limiting paragraphs (1) or (2) –
(a) no conviction, judgement,
ruling, order, claim, debt or liability due or to become due, and no cause
existing, in favour of or against the limited partnership or in favour of or against
any partner or other person in relation to the limited partnership, is to be
released or impaired by its continuance as a limited partnership under these
Regulations; and
(b) no proceedings, whether
civil or criminal, pending at the time of the issue of a certificate of
continuance by or against the limited partnership or any partner or other
person in relation to the limited partnership, are to be abated or discontinued
by its continuance as a limited partnership under these Regulations, but the
proceedings may be enforced, prosecuted, settled or compromised by or against
the limited partnership or by or against the partner or other person.
7 Fees, charges and forms
(1) The Commission may require the payment to
it of a published fee in respect of an application made under these
Regulations.
(2) The Commission must not determine an
application unless it is accompanied by the published application fee.
(3) The Commission may publish forms and other
documents to be used for the purposes of these Regulations together with
details of the manner in which any such document to be provided to the
Commission is to be authenticated.
8 Form of documents to be delivered to
registrar
Where a document is required to be provided to the Commission under
these Regulations, but the form of the document has not been published, it is
sufficient compliance with that requirement if –
(a) the document is delivered
in a form that is acceptable to the Commission; or
(b) any information to which
the requirement relates is delivered in material, other than a document, which
is acceptable to the Commission.
9 Offence of providing false or misleading
information etc
(1) A person who, in or in connection with any
document, material, evidence or information that is required to be
provided to the Commission under these Regulations, knowingly or recklessly
makes a statement that is false or misleading in any material particular
commits an offence and is liable to imprisonment for 2 years and a fine.
(2) Where an offence under paragraph (1)
committed by a limited partnership 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
(b) any person purporting to
act in such a capacity,
the person also commits the
offence and is liable in the same manner as the limited partnership to the
penalty provided for that offence.
(3) Any person who knowingly or wilfully aids,
abets, counsels, causes, procures or commands the commission of an offence
under paragraph (1) is liable to the penalty provided for that offence.
10 Citation and duration
(1) These Regulations may be cited as the Limited
Partnerships (Continuance) (Jersey) Regulations 2020.
(2) These Regulations come into force on the
day after they are made and remain in force for 3 years.