This note provides an overview of Jersey Separate and
Incorporated Limited Partnerships. This note explains the common
features of these Limited Partnerships and the key advantages to
Jersey has three types of limited partnership – Separate
Limited Partnerships ("SLP"), Incorporated Limited
Partnerships ("ILP") and 'standard' limited
partnership, through the Limited Partnerships (Jersey) Law 1994, as
amended (the "1994 Law"), the Separate Limited Partner
(Jersey) Law 2011 and the Incorporated Limited Partnerships
(Jersey) Law 2011.
In short, a limited partnership is a partnership made between
one or more General Partners ("GP") and one or more other
persons who are limited partners. The general partner tends to be
responsible for the management of the limited partnership and is
generally a limited liability company. Limited partners are the
investors who do not participate in the management of the limited
The introduction of the SLP and the ILP in 2011 was welcomed by
Jersey's private client and investment funds industries as it
helped to maintain Jersey's international position as a
flexible and innovative jurisdiction with which to do business.
Uses of a Limited Partnership
Jersey Limited Partnerships are regularly used for collective
investment funds, private investment structures and family
planning. They have also proved popular for structures and
transactions where tax transparency is important (however, please
see Key Features of an ILP below).
The 2011 Jersey laws relating to SLP and ILP are based on the
1994 law and draw on the law relating to the popular Scottish
The common features of Jersey limited partnerships are:
Any general partner will have
unlimited liability for the debts of the partnership, whereas the
limited partners will be protected by limited liability provided
that they have not participated in the management of the
It must consist of one or more
general partners and one or more limited partners;
Confidentiality: neither the names
and addresses of the limited partners nor the partnership agreement
are matters of public record;
There is no limit on the number of
A limited partner is permitted to
assign its interest (subject to the terms of the partnership
A limited partner may contribute cash
A limited partnership may be
established for a specific period or for an unlimited period of
There are no requirements for an
audit, filing of an annual return or annual fee; and
Registration and Control of Borrowing
Order ("COBO") consent will be required, both of which
are standard applications.
Key Features Of SLP
SLPs have separate legal personality
but are not a corporate body;
SLPs are able to contract in and sue
and be sued in their own name;
SLPs are not subject to the
principles and rules relating to companies;
Like a traditional limited
partnership SLPs are tax transparent;
Because an SLP has a distinct
personality it is possible to obtain judgement against either the
SLP or the general partner;
Legal proceedings may be brought in
the name of the SLP or the general partner; and
Property can be held in the name of
either the SLP or the general partner.
Key Features Of ILP
An ILP has separate legal personality
(like an SLP) and is a body corporate (unlike an SLP);
Like a company, it has perpetual
Whilst an ILPs are tax transparent
for Jersey purposes in the usual way there has been some discussion
regarding whether an ILP would be considered opaque for gains by
other jurisdictions such as the UK;
Like a director, a general partner
must 'act honestly and in good faith' and exercise
'care, diligence and skill';
The general partner is regarded as an
'agent' of the limited partnership and as such it will only
be liable after the partnership has failed to satisfy the
Like shareholders, the partners of an
ILP can ratify a breach by a general partner provided all partners
authorise and the ILP is able to discharge its liabilities as they
It is able to own property in its own
It is able to contract, sue and be
sued in its own name; and
Due to its incorporated status, an
ILP is capable of committing a criminal offence.
Limited Liability Partnerships ("LLP")
Jersey does offer LLPs, but they have not proved popular
historically due to statutory requirements that the LLP must
maintain a £5 million financial provision, under the Limited
Liability Partnership (Jersey) Law 1997. That requirement was
abolished in 2013 and the popularity of LLP's has increased as
Limited partnerships with separate legal personality continue to
be popular and the range of different options in Jersey continues
to attract quality private client and fund work in the future.
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.
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