About separated limited partnerships

Features / business structure	Required roles	Legislation
Partnership agreement Partnership interests	Beneficial owners Controllers General partner Limited partner Nominated person	Separate Limited Partnerships (Jersey) Law 2011 Control of Borrowing (Jersey) Law 1947 Control of Borrowing (Jersey) Order 1958 Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020

The Separate Limited Partnerships (Jersey) Law 2011 is the primary legislation governing the formation, administration and dissolution of Jersey separate limited partnerships.

A separate limited partnership has a separate legal personality and is a separate entity from its members. The separate limited partnership or its general partner can be party to legal proceedings.

A separate limited partnership must have one or more general partners and one or more limited partners. The general partner has unlimited liability for any debts of the partnership and the limited partners have limited liability.

A separate limited partnership operates in accordance with a partnership agreement which sets out the rights and obligations of the partners among themselves. The partnership agreement is not available to the public.

How to set up a Jersey separate limited partnership

Separate limited partnership registrations can be made by an entity regulated by the JFSC, with the relevant licence to provide formation services.

Our guidance, registering a partnership, takes you through each stage of the process and tells you what information you need to provide.

The registration process includes an application for consent to create partnership interests under the Control of Borrowing (Jersey) Order 1958 (COBO consent).

Partnership forms

You are required to provide information on the proposed separate limited partnership, the activities and related parties. Consideration is given to:

• the need to protect the integrity of the Island in commercial and financial matters
• the need to protect against money laundering, terrorist financing and the proliferation of weapons of mass destruction
• the best economic interests of the Island

Every separate limited partnership is required to have a declaration which contains the following details:

• the name of the separate limited partnership
• registered office address
• the name and address of the general partner
• whether it has a duration/ unlimited duration

You must provide us with the declaration. This will be available for public inspection. If there is any change to the information in the declaration, we must be notified within 21 days.

Fees

You will need to pay fees to register a separate limited partnership in Jersey.

Separate limited partnership fees

What a separate limited partnership must do

A separate limited partnership must:

• have a registered office in Jersey
• have a minimum of two partners who intend to conduct business with the aim of making a profit
• have an agreement between the partners which will govern how the partnership operates
• keep at its registered office a register of all the limited partners and their contributions
• keep at its registered office a copy of the declaration and the partnership agreement
• appoint a nominated person who is resident in Jersey and authorised to provide us with certain information about the entity
• update us within 21 days of any changes to the information on beneficial owners, controllers or general partner
• provide an annual confirmation before the end of February in each year to confirm:
  • details of beneficial owners and controllers
  • details of the general partners
  • registered office

Our guidance explains the requirements for providing and updating information and the penalties for failing to comply.

Failure to provide an annual confirmation statement or to update beneficial owner or other information may lead to the separate limited partnership having its registration cancelled.

Compliance with international standards

By providing us with accurate and up-to-date information, it enables transparency and compliance with international standards and allows us to provide information to law enforcement agencies and tax authorities as to who really owns and controls Jersey companies.

Required roles

Beneficial owners and controllers

Any individual who ultimately owns or controls the separate limited partnership or exercises ultimate control over it.

Read our guidance on identifying beneficial owners or controllers.

Every separate limited partnership must give details of the beneficial owners and controllers upon registration or any change.

Significant persons

A general partner is a significant person of a separate limited partnership.

General partner

General partners have unlimited liability for the debts of the partnership.

The property of a separate limited partnership may be held either in the name of the general partner or in the name of the partnership itself.

Limited partners

Partners have limited liability and will not personally be held liable for any debt or loss of the separate limited partnership. There is no limit on the number of limited partners. A person may be a general partner as well as a limited partner.

Nominated person

Every separated limited partnership must appoint a nominated person to act as the main contact with the Registry and provide information. Our guidance explains who is eligible to be a nominated person.

Appoint a nominated person

Winding up and dissolving a separate limited partnership

There are several ways that a separate limited partnership can be wound up and dissolved:

• by the general partner
• by a limited partner or creditor if there is no general partner left
• Royal Court ordered winding up

When winding up is completed, a request for cancellation must be submitted. Once this is registered, the registration is cancelled, and the separate limited partnership will be dissolved.

Striking off

The Registrar has power to strike off a separate limited partnership which does not submit its annual confirmation statement or comply with the other requirements of the Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020 .

Reinstatement

A general partner, nominated person or the Attorney General, can apply to Court to have the separate limited partnership reinstated up to 10 years after dissolution or strike off.

Further information

Other information about companies and other legal persons and arrangements can be found on the Government of Jersey website.

Separate limited partnership - legal persons and arrangements (LPAs) (on gov.je)