Offences and Penalties - Limited Partnerships (Jersey) Law 1994

Amendment of declaration

Article 5 (1) If during the continuance of a limited partnership any change is made or occurs in any of the particulars required to be stated under Article　4 (other than a change in respect of the registered office of the limited partnership), a statement signed by a general partner, specifying the nature of the change must be delivered to the registrar within 21　days after the change is made or occurs.

Article 5 (4) OFFENCE: failure to deliver details of change to Registrar within 21 days

A fine not exceeding level 2 (currently £1,000) on the standard scale and in the case of a continuing offence to a further fine not exceeding level 1 (currently £200) on the standard scale for each day on which the offence so continues.

Annual confirmation

Article 5A (1) A general partner or that general partner’s nominated person must, within the relevant period deliver to the registrar an annual confirmation on behalf of the limited partnership stating　–

(a)　that the particulars required to be stated under Article 4(3) are correct;

(b)　the limited partnership status as being continuing or in wind up;

(c)　any other prescribed information.

Article 5A (2) OFFENCE: failure to provide annual confirmation statement within the relevant period

A fine of level 3 (currently £10,000) on the standard scale and where the offence　continues they are each liable to a further fine of level 2 (currently £1,000) on the standard scale for each subsequent day of the offence.

Registered office

Article 8 (1) A limited partnership shall have a registered office in Jersey.

Article 8 (1A) A limited partnership does not comply with the requirement in paragraph (1) unless the occupier of the premises which are the registered office authorizes for the time being their use for that purpose.

Article 8 (2) A limited partnership may change the address of its registered office from time to time by giving notice to the registrar.

Article 8 (3) The change shall take effect on the notice being registered by the registrar, but until the end of the period of 14 days beginning on the date on which it is registered, a person may validly serve any document on the limited partnership at its previous registered office.

Article 8 (3A) The registrar may refuse to register the notice if he or she is not satisfied that the occupier of the premises which are to be the registered office of the limited partnership authorizes their use as its registered office.

Article 8 (4) A limited partnership shall keep at its registered office　–

(a) a register showing in alphabetical order for each limited partner　–

(i) the full name and address of each limited partner who is an individual, or in the case of a body corporate its full name, the place where it is incorporated and its registered or principal office,

(ii) where the participation by limited partners is defined by percentage interests or by the number of units or other similar rights held by them, the percentage interest or the number and class of units or other rights held;

(b)　a copy of the declaration of limited partnership and each amendment made to it;

(c) a copy of the partnership agreement and each amendment made to it;

(d) a statement of the amount of any contributions agreed to be made by limited partners and the time at which, or events on the happening of which, the contributions are to be made;

(e) a statement of the amount of money and nature and value of any other property or services contributed by each limited partner and the dates thereof;

(f)　a statement of the amount of contributions returned to limited partners and the dates thereof;

(g) such other particulars as may be prescribed.

Article 8 (5) The records kept under paragraph (4) shall be　–

(a)　prima facie evidence of the particulars which are by that paragraph directed to be contained therein;

(b)　amended within 21 days of any change in the particulars contained therein;

(c)　subject to the terms of the partnership agreement, and to any Regulations made under Article 37A, available for inspection and copying during ordinary business hours without charge at the request of a partner.

Article 8 (5A) The registrar may require a limited partnership to produce its register during normal working hours to the registrar at its registered office, for inspection by the registrar.[15]

Article 8 (5B) A requirement under paragraph (5A) shall be made by a notice in writing served on the limited partnership. The notice shall specify a date (being not sooner than 5 days after it is served) and a time at which the limited partnership is to produce the register.[16]

Article 8(5C) The Minister may prescribe information which　–

(a)　an applicant for the formation of a limited partnership; or

(b)　a limited partnership,

must provide to the registrar for the purpose of showing that an occupier of premises authorizes or continues to authorize the use of the premises as its registered office.[17]

Article 8 (5D) An Order under paragraph (5C) may contain such other provisions as are reasonably necessary for or incidental to that purpose.

Article 8 (6) OFFENCE: failure to comply with Art.8

A fine not exceeding level 2 (currently £1,000) on the standard scale and in the case of a continuing offence to a further fine not exceeding level 1 (currently £200) on the standard scale for each day on which the offence so continues.

Accounts and audit

Article 9 (1) A limited partnership shall keep accounting records which are sufficient to show and explain its transactions and are such as to disclose with reasonable accuracy at any time the financial position of the limited partnership.

Article 9 (2) Unless the partnership agreement or Regulations made under Article 37A otherwise provide, it shall not be necessary for a limited partnership to appoint an auditor or have its accounts audited.

Article 9 (3) OFFENCE: failure to comply with Art.9

A fine not exceeding level 3 (currently £10,000) on the standard scale.

Winding up of limited partnership

Article 23(1) Where winding up of a limited partnership commences under this Law or the partnership agreement, and unless the activities of the limited partnership are taken over and continued in accordance with Article 24(2)　–

(a)　the affairs of the limited partnership must be wound up　–

(i)　by the general partners or by other persons authorised under this Law or the partnership agreement to carry out the winding up, or

(ii) as the Court otherwise orders under Articles　24(1)(ii) and 25(1A); and

(b) the general partner or the other persons authorised to wind up the limited partnership must, on completion of the winding up, file a request for the cancellation of its registration with the registrar.

Article 23 (3) OFFENCE: failure to comply with Art.23 (1)

A fine not exceeding level 2 (currently £1,000) on the standard scale.

Winding up of limited partnership on death etc. of general partner

Article 24 (1) Despite any term of the partnership agreement to the contrary, but subject to paragraph (2)　–

(a) where the sole or last remaining general partner is an individual, the general partner’s death, legal incapacity, bankruptcy, retirement or withdrawal from the limited partnership; or

(b) where the sole or last remaining general partner is not an individual, its dissolution, insolvency, termination, dissolution,　bankruptcy　or withdrawal from the limited partnership,

must cause the commencement of the winding up of the limited partnership which must immediately be wound up　–

(i) in accordance with the partnership agreement, or

(ii) on the application of a limited partner or a creditor of the limited partnership, in accordance with the directions of the Court.

Article 24 (2) A limited partnership is not required to be wound up under paragraph (1) if, within 90 days of the commencement of the winding up, the limited partners, either unanimously or as otherwise provided for in the partnership agreement, elect one or more general partners, in which event　–

(a) the limited partnership’s winding up is not caused; and

(b) the activities of the limited partnership may be taken over and continued as provided for in the partnership agreement or a subsequent agreement.

Article 24 (3) If a limited partnership’s winding up is caused under paragraph (1), and the activities of the limited partnership are not taken over and continued under paragraph (2), a request to cancel its registration signed by a limited partner, or other person, authorised by agreement of the limited partners or in accordance with the terms of the partnership agreement (as appropriate), must, on completion of the winding up, be delivered by the person to the registrar.

Article 24 (4) OFFENCE: failure to comply with Art.24

A fine not exceeding level 2 (currently £1,000) on the standard scale.

Power of Court to order winding up

Article 25 (4) Upon completion of a winding up under this Article, the person authorised by the Court to wind up the limited partnership must deliver a request for the cancellation of the registration of the limited partnership to the registrar.

Article 25 (5) OFFENCE: failure to comply with Art.25 (4)

A fine not exceeding level 2 (currently £1,000) on the standard scale.

Form of limited partnership’s records

Article 34 (1) The records which a limited partnership is required by this Law to keep may be kept in the form of a bound or loose-leaf book, or photographic film, or may be entered or recorded by a system of mechanical or electronic data processing or any other information storage device that　is capable of reproducing　any required information in intelligible written form within a reasonable time.

Article 34 (2) A limited partnership shall take reasonable precautions　–

(a) to prevent loss or destruction of;

(b)　to prevent falsification of entries in; and

(c)　to facilitate detection and correction of inaccuracies in,

the records required by this Law to be kept

Article 34 (2) OFFENCE: failure to comply with Art.34

A fine not exceeding level 2 (currently £1,000) on the standard scale.

False or misleading information

Article 36 A person who, in or in connection with any document, material, evidence or information　–

(a) which is required to be kept under Article 8(4); or

(b) which is required to be delivered to the registrar under this Law,

knowingly or recklessly makes a statement which is false or misleading in any material　particular shall be guilty of an offence and liable to imprisonment for 2 years and a fine.

As stated in legal requirement – Articles 36

A fine and 2 years’ imprisonment