As expected Guernsey LLPs will not be restricted as to
profession or trade, however, it is expected that it will be a
popular business structure for professional persons, i.e.
Accountants and Solicitors. They may also offer an alternate
structure for use by the investment community.
It was originally proposed that as with Guernsey limited
partnerships, Guernsey LLPs should have the option to select
whether or not to have separate legal personality. As a result of
the drafting process however this option was not included in the
draft law which will result in all LLPs having separate legal
As is typical with LLPs worldwide, each partner of a Guernsey
LLP will have limited liability for the acts and omissions of the
other members. However, the member does not have limited liability
in respect their own acts or omissions. The result of this is that
a member can have unlimited liability where a duty of care or
fiduciary duty arises and the member either:
informs a third party that it assumes personal responsibility
for work performed under that contract; or
performs work under that contract in its capacity as a member
of a profession whose members owe a fiduciary duty to their clients
in the normal course of business.
Another notable feature of the draft law is the insertion of
statutory actions and remedies for unfair prejudice.
The LLP consultation period closed on Friday 4 May 2012.
Depending upon the volume of comments received it is hoped
legislation will be put to the states for its September
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guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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