Limited Partnerships (Amendment) (Jersey) Law 2009

A LAW to amend further the Limited Partnerships (Jersey) Law 1994.

Adopted by the States                                                    16th July 2008

Sanctioned by Order of Her Majesty in Council 10th December 2008

Registered by the Royal Court                                 2nd January 2009

THE STATES, subject to the sanction of Her Most Excellent Majesty in Council, have adopted the following Law –

1        Interpretation

In this Law, “principal Law” means the Limited Partnerships (Jersey) Law 1994[1].

2        Article 3 amended

In Article 3(2)(b) of the principal Law, for the words “one or more persons” there shall be substituted the words “one or more other persons”.

3        Article 4 amended

(1)     In Article 4(3)(c) of the principal Law, for the words “in the case of a body corporate” there shall be substituted the words “in the case of a general partner that is a body corporate”.

(2)     After Article 4(6) of the principal Law there shall be inserted the following paragraph –

“(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.”.

4        Article 5 amended

In Article 5(1) of the principal Law, after the words “Article 4” there shall be inserted the words “(other than a change in respect of the registered office of the limited partnership)”.

5        Article 7 amended

For Article 7(1) of the principal Law there shall be substituted the following paragraph –

“(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’.”.

6        Article 8 amended

(1)     After Article 8(1) of the principal Law there shall be inserted the following paragraph –

“(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.”.

(2)     After Article 8(3) of the principal Law there shall be inserted the following paragraph –

“(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.”.

(3)     In Article 8(4)(e) of the principal Law, for the word “property” there shall be substituted the words “property or services”.

(4)     After Article 8(5) of the principal Law there shall be inserted the following paragraphs –

“(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.

(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.

(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.

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

(5)     In Article 8(6) of the principal Law, for the words “in compliance with this Article” there shall be substituted the words “in compliance with any requirement made by or under this Article”.

7        Article 13 amended

In Article 13(1)(a) of the principal Law, for the words “books and records” there shall be substituted the word “records”.

8        Article 21A inserted

After Article 21 of the principal Law there shall be inserted the following Article –

“21A Cancellation of registration

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.”.

9        Article 22 amended

Article 22(2) of the principal Law shall be repealed.

10      Article 24 amended

Article 24(3) of the principal Law shall be amended by deleting the words “who shall thereupon cancel the registration of the declaration”.

11      Article 25 amended

Article 25(3) of the principal Law shall be amended by deleting the words “and the registrar shall thereupon cancel the registration of the declaration”.

12      Article 31A inserted

After Article 31 of the principal Law there shall be inserted the following Article –

“31A Form of documents to be delivered to registrar

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.”.

13      Article 36 amended

Article 36(3) shall be repealed.

14      Article 36A inserted

After Article 36 there shall be inserted the following Article –

“36A Criminal liability for offences by bodies corporate

(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.”.

15      Citation and commencement

(1)     This Law may be cited as the Limited Partnerships (Amendment) (Jersey) Law 2009.

(2)     This Law shall come into force on such day or days as the States by Act appoint.

m.n. de la haye

Greffier of the States

 


 



[1]                                    chapter 13.500


Page Last Updated: 06 Jun 2015