As the name implies, this form of partnership differs from the traditional partnership in that it offers limited liability to contributors of capital, but without the double level of tax on profits to which corporations and their members are subject.
THE LAW
TCI's Limited Partnerships Ordinance 1992 provides for a system of registration of firms comprising at least one general and one or more limited partners, not to exceed one hundred in all. A general partner is one who participates in the management of the firm and is liable for its debts, whilst a limited partner is one who contributes capital to the firm upon entering the partnership and, unless otherwise provided in the partnership agreement, is not liable for the firm's debts beyond the amount contributed. A limited partner may not participate in the management of the firm and if he does he loses his exemption from liability. A general partner may also have an interest as a limited partner. A partner may be an individual, a company or a partnership in itself. At least one general partner must be resident or incorporated in TCI or, if a partnership, have at least one of its partners so resident or incorporated.
Every limited partnership must have t he words "Limited Partnership" or "LP" in its name, which may include the name of any of the partners or any derivation thereof. It must also have a registered office in TCI for service of process and delivery of notices.
REQUIREMENTS FOR PEGISTRATION
Registration is effected upon payment to the Registrar of Companies of the prescribed fee and the filing of a statement signed by or on behalf of the general partner(s) containing the following:
1) the firm's name and the general nature of its business;
2) the address of the firm's registered office in TCI;
3) the duration of the partnership; and
4) the full name and address of each general partner. Changes in registered particulars must be notified to the Registrar within 15 days.
Particulars of all partners must be kept in a register maintained by the general partner(s) at the firm's registered office. An Exempt Limited Partnership, which is a partnership doing business outside TCI, must also pay an annual fee and file an annual declaration of compliance with the law. These are due before the end of the year in which the partnership was registered and thereafter on or before each anniversary of registration.
BENEFITS
A partnership intending to carry on its business outside TCI and registered as an Exempt Limited Partnership may secure from the Governor a fifty year exemption from any tax on gains that may be levied in TCI. In addition to the nontaxable status of the entity, a TCI Exempt Limited Partnership is not required to file details of limited partners at the Companies' Registry, although the requirement to maintain proper details at the firm's registered office still apply.
Of the traditional forms of non-corporate ownership, a TCI Limited Partnership is relatively simple and inexpensive to form and may enjoy tax benefits as weft as the benefits of non-public disclosure of ownership, limited liability and direct control of assets.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
