Incorporated Limited Partnerships (Jersey) Law 2010

Information about the publication of Ministerial Decisions

A formal published “Ministerial Decision” is required as a record of the decision of a Minister (or an Assistant Minister where they have delegated authority) as they exercise their responsibilities and powers.

Ministers are elected by the States Assembly and have legal responsibilities and powers as “corporation sole” under the States of Jersey Law 2005 by virtue of their office and in their areas of responsibility, including entering into agreements, and under any legislation conferring on them powers.

An accurate record of “Ministerial Decisions” is vital to effective governance, including:

demonstrating that good governance, and clear lines of accountability and authority, are in place around decisions-making – including the reasons and basis on which a decision is made, and the action required to implement a decision
providing a record of decisions and actions that will be available for examination by States Members, and Panels and Committees of the States Assembly; the public, organisations, and the media; and as a historical record and point of reference for the conduct of public affairs

Ministers are individually accountable to the States Assembly, including for the actions of the departments and agencies which discharge their responsibilities.

The Freedom of Information Law (Jersey) Law 2011 is used as a guide when determining what information is be published. While there is a presumption toward publication to support of transparency and accountability, detailed information may not be published if, for example, it would constitute a breach of data protection, or disclosure would prejudice commercial interest.

A decision made 1 April 2011:

Decision Reference: MD-E-2011-0040

Decision Summary Title :

Appointed Day Act for Incorporated Limited Partnerships (Jersey) Law 2010

Date of Decision Summary:

31 March 2011

Decision Summary Author:

Director,

Finance Industry Development

Decision Summary:

Public or Exempt?

Public

Type of Report:

Oral or Written?

Written

Person Giving

Oral Report:

n/a

Written Report

Title :

Appointed Day Act for Incorporated Limited Partnerships (Jersey) Law 2010

Date of Written Report:

31 March 2011

Written Report Author:

Director,

Finance Industry Development

Written Report :

Public or Exempt?

Public

Subject:

Approval of the Appointed Day Act for Incorporated Limited Partnerships (Jersey) Law 2010 (“the ILP Law”).

Decision(s):

The Minister approved the Appointed Day Act bringing the ILP Law into force at the earliest opportunity.

Reason(s) for Decision:

The Appointed Day Act is required to bring into force the ILP Law which was adopted by the States on 25 May 2010 and sanctioned by the Privy Council on 16 March 2011.

Resource Implications:

There are no financial or manpower costs for the States.

Action required:

The Appointed Day Act to be lodged au Greffe for debate by the States at the earliest opportunity.

Signature: Senator A.J.H.Maclean

Position:

Minister for Economic Development

Date Signed:

Date of Decision (If different from Date Signed):

Incorporated Limited Partnerships (Jersey) Law 2010 - Approval of Appointed Day Act

Appointed Day Act for Incorporated Limited Partnerships (Jersey) Law 2010

1. ISSUE AND RECOMMENDATION

1.1. The Appointed Day Act is required to bring into force the Incorporated Limited Partnerships (Jersey) Law 2010 (“the ILP Law”) which was adopted by the States on 25 May 2010 and sanctioned by the Privy Council on 16 March 2011.

1.2. The Appointed Day Act will bring the ILP Law into force at the earliest opportunity.

1.3. It is recommended that the Minister approves the Appointed Day Act and that it is lodged au Greffe for debate by the States at the earliest opportunity.

1.4. There are no financial or manpower considerations for the States.

2. BACKGROUND

2.1. Since the passing of the Limited Partnerships (Jersey) Law 1994 (“the 1994 Law”), Jersey limited partnerships have proved increasingly popular, particularly as collective investment vehicles, and particularly among private equity investors. The 1994 Law is widely considered to be both modern and clearly drafted. We seek to build on that success with the introduction of two further limited partnership laws, introducing different possible legal statuses for limited partnerships.

2.2. A limited partnership is a form of partnership having both general and limited partners. The key feature is that the limited partners’ liability is limited to their partnership contribution, while the general partners’ liability is unlimited. In order to benefit from this limited liability, the limited partners must not involve themselves in the management of the limited partnership.

2.3. At present a Jersey limited partnership does not have a legal personality of its own. In some circumstances this can pose a problem for investors, e.g. if investing in another jurisdiction which does not recognise the concept of limited partnerships. In Scotland limited partnerships do have legal personality, while in Guernsey limited partnerships have a choice as to whether to adopt legal personality or not. It is believed that a wider range of uses of Jersey limited partnerships would be made by consumers if they had the option of creating a limited partnership with legal personality.

INCORPORATED LIMITED PARTNERSHIPS (JERSEY) LAW 201-

2.4. An ILP will have some features of a company but will be a wholly new vehicle. It will be a body corporate, having perpetual succession. This may be attractive for a number of reasons. Firstly, there may be an attraction to having body corporate status for those engaging in cross-border transactions, since this gives greater certainty as a matter of international law, in particular regarding the limited liability of the limited partners. Secondly, perpetual succession means that those dealing with the ILP can be confident that it will continue to exist and be held accountable for its obligations.

2.5. While the general partner(s) will continue to be liable for the ILP’s debts, this liability will be a secondary one, only arising if the ILP itself defaults. The general partner(s) will act as an agent for the ILP rather than the partners as individuals and in some ways will be similar to a company director. Correspondingly general partners’ duties similar to directors’ duties have been included.

3. RECOMMENDATION

3.1. It is recommended that the Minister approves the Appointed Day Act and that it is lodged au Greffe for debate by the States at the earliest opportunity.

DIRECTOR, FINANCE INDUSTRY DEVELOPMENT