Limited
Partnerships (Jersey) Law 1994[1]
A LAW to make provision for
the establishment, regulation and dissolution of limited partnerships and for
connected purposes
Commencement [see endnotes]
PART 1
PRELIMINARY
1 Interpretation
In this Law unless the context otherwise requires –
“bankruptcy” includes any proceedings of a similar
nature in a place outside Jersey;
“Commission” means the Jersey Financial Services
Commission established by the Financial Services Commission (Jersey)
Law 1998;
“Court” means the Royal Court;
“currency” includes the euro and any other means of
exchange that may be prescribed;
“declaration” means the declaration delivered to the
registrar under Article 4 and includes all amendments made to the
declaration;
“general partner” means a person who is named as such in
the declaration and if more than one shall mean each general partner;
“limited partner” means a person who is named as such in
the register kept under Article 8 and if more than one shall mean each
limited partner;
“limited partnership” means a limited partnership
established in accordance with this Law;
“Minister” means the Chief Minister;
“partner” means a limited partner or a general partner;
“partnership agreement” means any agreement in writing
of the partners as to the affairs of a limited partnership and the rights and
obligations of the partners among themselves;
“partnership interest” means a partner’s share of
the profits and losses of a limited partnership and the right to receive
distributions of partnership assets and other benefits conferred by the
partnership agreement;
“prescribed” means prescribed by Order made by the
Minister;
“published” means –
(a) in
respect of a fee payable by virtue of this Law, published by the Commission in
accordance with Article 15(5) of the Financial Services Commission (Jersey) Law 1998; and
(b) in
any other case, published by the Commission in a manner likely to bring it to
the attention of those affected;
“registrar” means the registrar of limited partnerships
appointed pursuant to Article 30 and the “registrar’s
seal” in relation to the registrar means a seal prepared under that Article.[2]
2 Meaning
of “insolvent” and “solvent”
For the purposes of this Law, a limited partnership is insolvent
when the general partner is unable to discharge the debts and obligations of
the limited partnership (excluding liabilities to partners in respect of their
partnership interests) as they fall due out of the assets of the limited
partnership without recourse to the separate assets of a general partner not
contributed to the limited partnership, and “solvent” shall be
construed accordingly.
PART 2
ESTABLISHMENT OF LIMITED
PARTNERSHIPS
3 Limited
partnership
(1) Subject to the
provisions of this Law, a limited partnership may be formed for any lawful
purpose.
(2) A limited partnership
shall consist of –
(a) one
or more persons who are general partners; and
(b) one
or more other persons who are limited partners.[3]
(3) A body corporate may be
a general or a limited partner.
4 Registration
of declaration
(1) An association of
persons (whether or not purporting to confer limited liability on one or more
of their number) shall not be a limited partnership until the requirements of Article 3(2)
have been satisfied and the registrar has issued a certificate under paragraph (5).
(2) The registrar shall not
issue a certificate unless there has been delivered to the registrar a
declaration signed by each person who is, on the formation of the limited
partnership, to be a general partner.
(3) A declaration shall
state –
(a) the
name under which the limited partnership is to be conducted;
(b) the
intended address of the registered office of the limited partnership;
(c) the
full name and address of each general partner or, in the case of a general
partner that is a body corporate, the place where it is incorporated and its
registered or principal office;
(d) the
term, if any, for which the limited partnership is to exist or, if for
unlimited duration, a statement to that effect;
(e) such
other particulars as may be specified in a notice
published by the Commission.[4]
(4) The registrar shall
maintain a register of all declarations.
(5) On the registration of
a declaration the registrar shall issue a certificate to that effect.
(6) The certificate shall
be signed by the registrar and sealed with the registrar’s seal.
(6A) The registrar may refuse to
register a declaration 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.[5]
(7) A certificate issued
under paragraph (5) is conclusive evidence that a declaration has been
delivered to the registrar.
5 Amendment
of declaration
(1) If during the
continuance of a limited partnership any change is made or occurs in any of the
particulars delivered pursuant to 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 shall within
21 days be delivered to the registrar.[6]
(2) On the registration of
a statement under this Article the registrar shall issue a certificate to that
effect.
(3) The certificate shall
be signed by the registrar and sealed with the registrar’s seal.
(4) If default is made in
compliance with paragraph (1) each of the general partners is guilty of an
offence and liable to a fine not exceeding level 2 on the standard scale and in
the case of a continuing offence to a further fine not exceeding level 1 on the
standard scale for each day on which the offence so continues.
6 General
and limited partners
A person may be a general partner and a limited partner at the same
time in the same limited partnership.
7 Name
of partnership
(1) The name of each
limited partnership shall end with the words “Limited Partnership”
in full or either of the abbreviations “L.P.” and “LP”.[7]
(2) The surname of a
limited partner shall not appear in the name of the limited partnership unless
it is also the surname of one of the general partners or the limited
partnership has been carried on under that name before the admission of that
partner as a limited partner.
(3) The corporate name or a
significant part of the corporate name of a limited partner shall not appear in
the name of a limited partnership unless it is also the corporate name or a
significant part of the corporate name of one of the general partners or the
limited partnership has been carried on under that name before the admission of
that corporate partner as a limited partner.
(4) A limited partner whose
surname or corporate name appears in the name of the limited partnership
contrary to paragraph (2) or (3) is liable as a general partner to any
creditor of the limited partnership who has extended credit without actual
knowledge that the limited partner is not a general partner.
(5) The registrar may
refuse to register a declaration where the name to be registered is in the
registrar’s opinion in any way misleading or otherwise undesirable.
8 Registered
office
(1) A limited partnership
shall have a registered office in Jersey.
(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.[8]
(2) A limited partnership
may change the address of its registered office from time to time by giving
notice to the registrar.
(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.
(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.[9]
(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.[10]
(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) available
for inspection and copying without charge during ordinary business hours at the
request of a partner.
(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.[11]
(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.[12]
(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.[13]
(5D) An Order under paragraph (5C)
may contain such other provisions as are reasonably necessary for or incidental
to that purpose.[14]
(6) If default is made in
compliance with any requirement made by or under this Article each of the
general partners is guilty of an offence and liable to a fine not exceeding
level 2 on the standard scale and in the case of a continuing offence to a
further fine not exceeding level 1 on the standard scale for each day on which
the offence so continues.[15]
9 Accounts
and audit
(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.
(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.[16]
(3) If default is made in
compliance with this Article each of the general partners is guilty of an
offence and liable to a fine not exceeding level 3 on the standard scale.
10 Contribution
of limited partner
Any contribution to be made by a limited partner to a limited
partnership may be money, in any currency, any other property, or services.
11 Rights
and obligations of general partner
(1) A general partner in a
limited partnership has all the rights and powers and is subject to all the
restrictions and liabilities of a partner in a partnership without limited
partners except that, without written consent or ratification by all the
limited partners, a general partner has no authority to –
(a) do
an act which makes it impossible to carry on the activities of the limited
partnership;
(b) possess
limited partnership property, or dispose of any rights in limited partnership
property, for other than a partnership purpose; or
(c) admit
a person as a general partner or admit a person as a limited partner, unless
the right to do so is given in the partnership agreement.
(2) Any property of a
limited partnership which is transferred to or vested in or held on behalf of
any one or more of the general partners or which is transferred into or vested
in the name of the limited partnership shall be held or deemed to be held by
the general partner, or, if more than one, by the general partners jointly, as
an asset of the limited partnership in accordance with the terms of the
partnership agreement.
(3) Any debt or obligation
incurred by a general partner in the conduct of the activities of a limited
partnership shall be a debt or obligation of the limited partnership.
12 Enforcement
of judgments against property of limited partnership
(1) Subject to paragraph (3),
no judgment shall be enforced against any property of a limited partnership
unless such judgment has been granted against a general partner in his or her
capacity as a general partner of that limited partnership.
(2) Creditors of a general
partner or a limited partner, in that partner’s capacity other than as a
general partner or a limited partner of the limited partnership, shall have no
claim against the property of that limited partnership.
(3) Nothing in paragraph (1)
shall preclude the enforcement of an order of the Court relating to property of
a limited partnership in any case where, by reason of any of the events
mentioned in Article 24(1)(a) or (b), a judgment could not be granted
against a general partner in his or her capacity as a general partner of that
limited partnership.
13 Rights
of limited partner
(1) A limited partner has
the same right as a general partner –
(a) during
business hours, to inspect and make copies of or take extracts from the limited
partnership records at all times;
(b) to
be given, on demand, true and full information of all things affecting the
limited partnership and to be given a formal account of partnership affairs
whenever circumstances render it just and reasonable.[17]
(2) A limited partner shall
not be entitled to dissolve the limited partnership by notice.
(3) Subject to any
provision, express or implied, of the partnership agreement to the contrary, a
limited partnership shall not be dissolved by the death, legal incapacity,
bankruptcy, retirement or withdrawal from the limited partnership of a limited
partner who is an individual, or in the case of a body corporate, its
dissolution, bankruptcy or withdrawal from the limited partnership.
14 Share
of profits
(1) A limited partner has,
subject to this Law and the partnership agreement, the right to a share of the
profits of the limited partnership.
(2) A limited partner may
receive from the limited partnership the share of the profits stipulated for in
the partnership agreement only if, at the time when and immediately after
payment is made, the limited partnership is solvent.
(3) For a period of 6
months from the date of receipt by a limited partner of any payment
representing a share of the profits of the limited partnership in circumstances
where the requirements of paragraph (2) have not been met, such payment
shall be repayable by such limited partner with interest at the prescribed rate
to the extent that such share of the profits is necessary to discharge a debt
or obligation of the limited partnership incurred during the period that the
share of the profits represented an asset of the limited partnership.
15 Dealings
by limited partner with partnership
(1) A limited partner may
lend money to, borrow money from and enter into transactions with the limited
partnership.
(2) Except where the
limited partner is also a general partner, a limited partner having, with
respect to anything done under paragraph (1), a claim against the assets
of the limited partnership shall rank as a creditor of the limited partnership
in respect of such claim.
(3) For the purposes of
this Article, a claim described in paragraph (2) does not include a claim
for a return of capital contributions.
16 Limited
partners’ rights as between themselves
(1) Subject to paragraph (2),
limited partners, in relation to one another, shall rank –
(a) pari passu in respect of the return of their contributions; and
(b) pro rata to those contributions in respect of profits.
(2) Where there is more
than one limited partner, the partnership agreement may provide that one or
more of the limited partners is to have greater rights than the other limited
partners as to –
(a) the
return of contributions;
(b) profits;
or
(c) any
other matter.
17 Return
of limited partner’s contribution
(1) A limited partner shall
not, on dissolution or otherwise, receive out of the capital of the limited
partnership a payment representing a return of any part of the limited
partner’s contribution to the partnership unless at the time of and
immediately following such payment the limited partnership is solvent.
(2) For a period of 6
months from the date of receipt by a limited partner of any payment
representing a return of contribution or part thereof received by such limited
partner in circumstances where the requirements of paragraph (1) have not
been met, such payment shall be repayable by such limited partner with interest
at the prescribed rate to the extent that such contribution or part thereof is
necessary to discharge a debt or obligation of the limited partnership incurred
during the period that the contribution represented an asset of the limited
partnership.
(3) Except –
(a) as
provided in paragraph (2); or
(b) in
the case of fraud,
a limited partner shall not be liable to repay any payment
representing a return of the limited partner’s contribution or part thereof.
(4) Subject to paragraphs (1)
and (2), a limited partner may demand payment representing the return of all or
part of his or her contribution –
(a) on
the dissolution of the limited partnership;
(b) at
the time specified in the partnership agreement for its return; or
(c) after
the limited partner has given 6 months’ notice in writing to all other
partners, if no time is specified in the partnership agreement either for the
return of the contribution or for the dissolution of the limited partnership.
(5) A limited partner has,
notwithstanding the nature of his or her contribution, only the right to demand
and receive money in return for it, unless –
(a) there
is a statement to the contrary in the partnership agreement; or
(b) all
the partners consent to some other manner of returning the contribution.
(6) In this Article
“payment” includes the release of any obligation forming part of
the capital contribution, and any liability to make repayments pursuant to paragraph (2)
shall be construed accordingly.
18 Limited
partner’s liability to partnership
A limited partner is liable to the limited partnership for the
difference, if any, between the value of money or other property or services
contributed by the limited partner to the limited partnership and the value of
money or other property or services specified in the records kept under Article 8(4)
to be contributed by the limited partner to the limited partnership.[18]
19 Limited
partner’s liability to creditors
(1) Except as provided in
this Law, a limited partner is not liable for the debts or obligations of the
limited partnership.
(2) A limited partner is
not liable as a general partner unless he or she participates in the management
of the limited partnership.
(3) Subject to paragraph (4),
if a limited partner participates in the management of the limited partnership
in its dealings with persons who are not partners, that limited partner shall
be liable in the event of the insolvency of the limited partnership for all
debts and obligations of the limited partnership incurred during the period
that he or she participated in the management of the limited partnership as
though he or she were for that period a general partner.
(4) A limited partner shall
be liable under paragraph (3) only to a person who transacts with the
limited partnership with actual knowledge of the participation of the limited
partner in the management of the limited partnership and who then reasonably
believed the limited partner to be a general partner.
(5) A limited partner does
not participate in the management of a limited partnership within the meaning
of this Article by doing one or more of the following –
(a) being
a contractor for or an agent or employee of the limited partnership or of a
general partner or acting as a director, officer or shareholder of a corporate
general partner;
(b) consulting
with and advising a general partner with respect to the activities of the
limited partnership;
(c) investigating,
reviewing, approving or being advised as to the accounts or affairs of the
limited partnership or exercising any right conferred by this Law;
(d) acting
as surety or guarantor for the limited partnership either generally or in
respect of specific obligations;
(e) approving
or disapproving an amendment to the partnership agreement; or
(f) voting
on, or otherwise signifying approval or disapproval of, one or more of the
following –
(i) the dissolution
and winding up of the limited partnership,
(ii) the
purchase, sale, exchange, lease, pledge, hypothecation, creation of a security
interest, or other dealing in any asset by or of the limited partnership,
(iii) the
creation or renewal of an obligation by the limited partnership,
(iv) a
change in the nature of the activities of the limited partnership,
(v) the admission, removal
or withdrawal of a general or a limited partner and the continuation of the
limited partnership thereafter, or
(vi) transactions
in which one or more of the general partners have an actual or potential
conflict of interest with one or more of the limited partners;
(g) bringing
an action on behalf of the limited partnership pursuant to Article 28(3).
(6) Paragraph (5)
shall not import any implication that the possession or exercise of any other
power by a limited partner will necessarily constitute the participation by
such limited partner in the management of the limited partnership.
20 Admission
of additional limited partners
An additional limited partner shall not be admitted to a limited
partnership except in accordance with the partnership agreement and by entry in
the register under Article 8(4)(a).
21 Assignments
(1) A limited partner shall
not assign his or her interest, in whole or in part, in the limited partnership
unless –
(a) all
the limited partners and all the general partners consent or the partnership
agreement permits it; and
(b) the
assignment is made in accordance with the terms of the consent or the
partnership agreement, as the case may be.
(2) An assignee of the
interest, in whole or in part, of a limited partner does not become a limited
partner in the limited partnership until the assignee’s ownership of the
assigned interest is entered in the register referred to in Article 8(4)(a),
and until so entered he or she has none of the rights of a limited partner
exercisable against the partnership or against any of the partners other than
the assignor.
(3) Subject to paragraph (4),
on becoming a limited partner, an assignee acquires the rights and powers and
is subject to all the restrictions and liabilities that his or her assignor had
in respect of the assigned interest immediately before the assignment.
(4) On becoming a limited
partner an assignee shall not assume any liability of the assignor arising
under Article 14(3), 17(2) or 19(3) and, notwithstanding any
term of the partnership agreement or any other agreement to the contrary, no
such assignment shall relieve the assignor of any liability under those paragraphs.
21A Cancellation of
registration[19]
The registrar shall cancel
the registration of the declaration of a limited partnership on the occurrence
of any of the following events –
(a) on
the delivery to the registrar of a request for its cancellation, signed by each
person who is, or is to be on the formation of the limited partnership, a
general partner;
(b) on
the delivery to the registrar under Article 22 of a statement of
dissolution of the limited partnership;
(c) on
the delivery to the registrar under Article 24 of a statement of
dissolution of the limited partnership;
(d) on
the delivery to the registrar under Article 25 of an Act of the Court
ordering the dissolution of the limited partnership.
22 Statement of dissolution
(1) Except
as provided in Articles 24 and 25, a limited partnership shall not be
dissolved by an act of the partners until a statement of dissolution signed by
a general partner has been delivered by the general partner to the registrar.
(2) [20]
(3) If
default is made in compliance with this Article each of the general partners is
guilty of an offence and is liable to a fine not exceeding level 2 on the
standard scale.
23 Winding
up of limited partnership
In the event of the dissolution of a limited partnership its affairs
shall be wound up by the general partners unless the activities of the limited
partnership are taken over and continued in accordance with Article 24(2)
or unless the Court otherwise directs under Article 25(2).
24 Dissolution
of partnership on death etc., of general partner
(1) Notwithstanding any
provision, express or implied, 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 a body corporate, its
dissolution, bankruptcy or withdrawal from the limited partnership,
shall cause the immediate dissolution of the limited partnership
which shall forthwith 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.
(2) A limited partnership
shall not be required to be wound up under paragraph (1) if, within 90
days of the dissolution, the limited partners, either unanimously or as
otherwise provided for in the partnership agreement, elect one or more general
partners, in which event the limited partnership shall be deemed not to have
been dissolved and the activities of the limited partnership may be taken over
and continued as provided for in the partnership agreement or a subsequent
agreement.
(3) If a limited
partnership is dissolved under paragraph (1), and the activities of the
limited partnership are not taken over and continued in accordance with paragraph (2),
a statement of dissolution signed by a limited partner shall be delivered by
him or her to the registrar.[21]
25 Power
of Court to order dissolution
(1) The Court may, on the
application of a partner, order the dissolution of a limited partnership if it
is satisfied that –
(a) the
limited partnership is being conducted in a manner calculated or likely to
affect prejudicially the carrying out of the activities of the limited
partnership;
(b) the
limited partnership is being conducted in a manner oppressive to one or more of
the limited partners; or
(c) circumstances
have arisen which render it just and equitable that the limited partnership be
dissolved.
(2) Where an order is made
under paragraph (1) the Court may give such directions as it thinks fit as
to the winding up of the limited partnership.
(3) When a limited
partnership has been dissolved under this Article the partner making the
application shall cause the relevant Act of the Court to be delivered to the
registrar within 21 days after the making of the order.[22]
26 Order
for compliance
(1) Where a person who is
required by this Law to sign, deliver or permit inspection or copying of a
document refuses to do so, a person who is aggrieved by the refusal may apply
to the Court for an order directing the person to comply with the provisions of
this Law and upon such application the Court may make such order or any other order
it considers appropriate in the circumstances.
(2) An application may be
made under paragraph (1) notwithstanding the imposition of a penalty in
respect of the refusal and in addition to any other rights the applicant may
have at law.
27 Settling
accounts on dissolution
Where accounts are settled after the dissolution of a limited
partnership, the liabilities of the partnership to creditors, except
to –
(a) limited partners on
account of their contributions or profits; and
(b) general partners,
shall be paid first and then, subject to the partnership agreement
or to a subsequent agreement, the other liabilities of the partnership shall be
paid in the following order –
(i) to general
partners other than for capital and profits;
(ii) to limited partners
in respect of the capital of their contributions;
(iii) to limited partners in
respect of their share of the profits on their contributions;
(iv) to general partners in
respect of capital;
(v) to general partners in
respect of profits.
28 Legal
proceedings and service of documents
(1) Except as provided in
this Law, legal proceedings by or against a limited partnership shall be
instituted by or against any one or more of the general partners only and no
limited partner shall be a party to or named in such proceedings.
(2) A general partner or,
with the leave of the Court, any other person shall have the right to join or
otherwise institute proceedings against one or more of the limited partners who
may be liable to the limited partnership pursuant to –
(a) Article 14(3);
(b) Article 17(2);
(c) Article 18;
or
(d) Article 19(3).
(3) A limited partner may
bring an action on behalf of a limited partnership if any one or more of the
general partners with authority to do so have, without good cause, refused to
institute such proceedings.
(4) For the purposes of
this Law, service of a document on a general partner in respect of a limited
partnership may be effected by –
(a) delivering
it to the general partner; or
(b) sending
it by post or delivering it to the registered office of the limited
partnership.
(5) In this Article,
“registered office” means –
(a) the
office that is for the time being shown as the registered office of the limited
partnership in the register maintained under Article 4(4); or
(b) if the
registrar has under Article 8(3) registered a notice of change of address,
the office that is for the time being shown as the registered office of the
limited partnership in the last notice so registered.[23]
29 Authority
to sign
Where a general partner executes a document on behalf of the limited
partnership, it shall be conclusively presumed in favour of any person who is
not a partner that –
(a) the general partner has
the authority under which the general partner purports to act; and
(b) the executed document
has been validly executed.
PART 3
MISCELLANEOUS AND FINAL
PROVISIONS
30 Appointment
of registrar, etc.
(1) The registrar of
companies appointed pursuant to Article 196 of the Companies (Jersey) Law 1991 shall be the registrar of
limited partnerships.
(2) The Commission may
direct a seal or seals to be prepared for the authentication of documents
required for or in connection with the establishment of limited partnerships.[24]
(3) Any functions of the
registrar under this Law may, to the extent authorized by the registrar, be
exercised by any officer on the staff of the Commission.[25]
30A Annual
administration fee[26]
(1) The Commission may
require the payment to it by a limited partnership of a published annual
administration fee.
(2) The States may by
Regulations provide that, in addition to the annual administration fee, a
limited partnership shall pay to the Commission annually such amount as the
States determine in the Regulations.
(3) The annual
administration fee and the annual additional amount (if any) are payable by a
limited partnership to the Commission before the end of February in each year.
(4) An annual
administration fee and an annual additional amount (if any) are debts due by a
limited partnership to the Commission, and are recoverable accordingly in a
court of competent jurisdiction.
(5) The Commission shall
pay to the Treasurer of the States the additional amounts that are paid to the
Commission under Regulations made under paragraph (2).
31 Fees,
charges and forms[27]
(1) The Commission may
require the payment to it of published fees in respect of the performance by
the registrar of his or her functions under this Law or a charge for the
provision by the registrar of any service, advice, or assistance.
(2) Where a fee mentioned
in paragraph (1) is payable in respect of the performance of a function by
the registrar the registrar need take no action until the fee is paid.
(3) Where the fee is
payable on the receipt by the registrar of a document required to be delivered
to the registrar the registrar shall be taken not to have received the document
until the fee is paid.
(4) The Commission may publish
forms and other documents to be used for any of the purposes of this Law together
with details of the manner in which any such document to be delivered to the
registrar is to be authenticated.
31A Form of documents
to be delivered to registrar[28]
Where any Article of this
Law requires a document to be delivered to the registrar, but the form of the
document has not been published, it shall be sufficient compliance with that
requirement if –
(a) the
document is delivered in a form which is acceptable to the registrar; or
(b) any
information to which the requirement relates is delivered in material, other
than a document, which is acceptable to the registrar,
and the document or
material, as the case may be, is accompanied by the published fee, if any.
32 Inspection
and production of documents kept by registrar
(1) Subject to the
provisions of this Article, a person may –
(a) inspect
a document delivered to the registrar under this Law and kept by the registrar
or, if the registrar thinks fit, a copy thereof;
(b) require
a certificate of the registration of a declaration or copy, certified or
otherwise, of any other document or part of any other document referred to in sub-paragraph (a),
and a certificate given under sub-paragraph (b) shall be signed
by the registrar and sealed with the registrar’s seal.
(2) A copy of or extract
from a record kept by the registrar, certified in writing by the registrar
(whose official position it is unnecessary to prove) to be an accurate copy of
such record delivered to the registrar under this Law, shall in all legal
proceedings be admissible in evidence as of equal validity with the original
record and as evidence of any fact stated therein of which direct oral evidence
would be admissible.
33 Destruction
of old records
(1) Where a limited
partnership has been dissolved, the registrar may, at any time after 10 years
from the date of the dissolution, destroy any records relating to that limited
partnership in the registrar’s possession or under the registrar’s
control.
(2) After 10 years from the
dissolution of a limited partnership no responsibility rests on a general
partner or a person to whom custody of the records has been committed, by
reason of any record not being forthcoming to a person claiming to be
interested in it.
34 Form
of limited partnership’s records
(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.
(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, and if default is made
in compliance with this paragraph each of the general partners is guilty of an
offence and liable to a fine not exceeding level 2 on the standard scale.
35 Registration
in the Public Registry
The Judicial Greffier shall register in the Public Registry all Acts
and orders affecting immovable property made under this Law.
36 Offences[29]
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.
36A Criminal liability
for offences by bodies corporate[30]
(1) Where
an offence under this Law committed by a limited liability partnership or a
body corporate is proved to have been committed with the consent or connivance
of, or to be attributable to any neglect on the part of –
(a) a
person who is a partner of the partnership, or director, manager, secretary or
other similar officer of the body corporate; or
(b) any
person purporting to act in any such capacity,
the person shall also be
guilty of the offence and liable in the same manner as the partnership or body
corporate to the penalty provided for that offence.
(2) Where
the affairs of a body corporate are managed by its members, paragraph (1)
shall apply in relation to acts and defaults of a member in connection with his
or her functions of management as if the member were a director of the body
corporate.
37 Aiders
and abettors
Any person who knowingly or wilfully aids, abets, counsels, causes,
procures or commands the commission of an offence punishable by this Law shall
be liable to be dealt with, tried and punished as a principal offender.
37A Regulations[31]
(1) The States may by
Regulations –
(a) provide
for the disqualification of persons for office as general partners of limited
partnerships; and
(b) provide
for the audit of limited partnerships.
(2) Regulations made under paragraph (1)
may –
(a) stipulate
and require qualifications for auditors, require and provide for their
registration, require and provide for their appointments and provide for their
functions, powers, duties, status and immunities; and
(b) provide
for the ineligibility and disqualification of persons for appointment as
auditors, the disciplinary control of auditors (including the suspension and
revocation of registration), and the suspension and removal of persons
appointed as auditors of particular limited partnerships.
(3) Paragraph (2) does
not limit the generality of paragraph (1).
(4) Regulations made under paragraph (1)
may provide for the Minister or Commission to exercise a discretion in respect
of matters provided for in the Regulations.
(5) Regulations made under paragraph (1)
may create offences, and may impose penalties for such offences not exceeding
imprisonment for 2 years and a fine.
38 Orders
(1) The Minister may by
Order make provision for the purpose of carrying this Law or any Regulations
made under this Law into effect and in particular, but without prejudice to the
generality of the foregoing, for prescribing any matter which is to be
prescribed under this Law or the Regulations.[32]
(2) [33]
(3) An Order made under this
Law may –
(a) make
different provisions in relation to different cases or circumstances;
(b) contain
such incidental provisions as the Minister may consider to be necessary or
expedient.
(4) The Minister shall
consult the Commission before making any Order under this Law.[34]
(5) The Subordinate Legislation (Jersey) Law 1960 shall apply to Orders made
under this Law.
39 Rules
of Court
The power to make Rules of Court under the Royal Court (Jersey) Law 1948 shall include a power to
make Rules for the purposes of this Law.
40 Saving
The rules of customary law applicable to partnerships (contrats
de société) shall apply to limited
partnerships except in so far as they are inconsistent with the express
provisions of this Law.
41 Citation
This Law may be cited as the Limited Partnerships (Jersey)
Law 1994.