Limited
Partnerships (Continuance) (Jersey) Regulations 2023
1 Interpretation
In these
Regulations –
“Commission” means the
Jersey Financial Services Commission established by the Financial Services
Commission (Jersey) Law 1998;
“declaration” means the
declaration provided to the Commission in accordance with Article 4 of the
LP Law 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;
“limited partnership”
means a partnership formed under a law (including the law of a jurisdiction
outside Jersey) with –
(a) one or more partners who
are liable for all the debts and obligations of the partnership; and
(b) one or more partners
whose liability for the debts and obligations of the partnership is limited;
“LP Law” means the Limited Partnerships
(Jersey) Law 1994;
“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 of the Financial Services Commission (Jersey) Law 1998; and
(b) in
the case of forms or other documents used for the purposes of these Regulations,
published by the Commission in a manner likely to bring them to the attention
of those affected;
“registrar” has the same
meaning as it has in the LP Law.
2 Eligible foreign limited
partnership may continue within Jersey
(1) 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.
(2) However,
an eligible foreign limited partnership is disqualified from continuing 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 that application has not been determined; or
(d) the limited partnership
has been deregistered in the jurisdiction in which it is registered 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 of its certificate
of formation certified, in an approved form, to be a true copy, or another
document that evidences its formation;
(b) a statement 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; and
(c) other documents or
information as the Commission may require in respect of the application.
(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; and
(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) If
the evidence required by paragraph (2) cannot be produced, then the Commission
may rely on a statement signed by the general partner that the matters
mentioned in that paragraph have occurred.
(4) In
this Regulation –
“approved form” means a form approved by the
Commission;
“general partner” means a person who is named as
a general partner in the declaration provided to the Commission in accordance
with Article 4 of the LP Law and, if more than one person is named, means
each general partner.
4 Determination of
application to continue
(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) The
Commission must inform the applicant of its decision as soon as practicable
after it has made its determination.
(4) If
the Commission determines to refuse the application, the Commission must, no
later than 14 days after informing the applicant of its decision, provide
the applicant with a statement in writing of the reasons for the refusal.
(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 appeal to the Royal Court against a refusal of its application on
the ground that the decision of the Commission was unreasonable having regard
to all of the circumstances of the case.
(7) An
appeal must be brought no later than 28 days after the applicant
receives the Commission’s statement of reasons under paragraph (4).
(8) On
hearing the appeal, the Royal 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 declaration of an eligible foreign limited
partnership as a limited partnership under Article 4 of 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 a 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 an eligible foreign limited partnership
under paragraph (2) is conclusive evidence that –
(a) the eligible foreign 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) In
this Regulation “registrar’s seal” has the
same meaning as it has under the definition “registrar” in the LP Law.
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;
(c) affect an act done before
the continuance; or
(d) affect the rights,
powers, authorities, functions or obligations of the limited partnership, any
partner or any other person before the continuance.
(3) Without
limiting paragraphs (1) or (2) –
(a) no conviction, judgment,
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 may publish forms and other documents to be used for the purposes of
these Regulations together with details of the manner in which documents to be
provided to the Commission are 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) 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 a 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 materially false
or misleading 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 neglect on the part of –
(a) a person who is a partner
of the partnership; or
(b) a 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) A
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, commencement
and expiry
(1) These
Regulations may be cited as the Limited Partnerships (Continuance) (Jersey)
Regulations 2023.
(2) These
Regulations come into force on 17th July 2023 and expire at the end of 17th
July 2026.