MINISTER FOR ECONOMIC DEVELOPMENT (“The Minister”)
CONSULTATION ON LIMITED PARTNERSHIPS WITH LEGAL PERSONALITY
1 ISSUE AND RECOMMENDATION
1.1 The White Paper on Limited Partnerships with legal personality (“the White Paper”) seeks comments on draft legislation for two new Jersey entities, the Separate Limited Partnership and the Incorporated Limited Partnership. These seek to build on the success of existing Jersey Limited Partnerships by allowing limited partnerships with legal personality.
1.2 It is recommended that the Minister should approve the issue of the White Paper.
2 LIMITED PARTNERSHIPS WITH LEGAL PERSONALITY
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 At present a Jersey limited partnership does not have a legal personality of its own. In some circumstances this is not the ideal position. 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.
2.3 Following previous consultation on this topic, there was widespread support for the introduction of Jersey limited partnerships having legal personality. However, it was apparent from the consultation that there would be difficulties in following the Guernsey route of allowing a choice within the existing law, since it was considered that this route might have an adverse effect on existing Jersey limited partnerships formed upon the basis of advice given under the 1994 Law. The White Paper therefore sets out two new free-standing draft laws, each modelled closely on the 1994 Law, but each providing for a limited partnership with a different legal status.
2.4 The two laws are the draft Separate Limited Partnerships (Jersey) Law 200- and the draft Incorporated Limited Partnerships (Jersey) Law 200-. These provide respectively for the establishment of Separate Limited Partnerships (“SLPs”) and Incorporated Limited Partnerships (“ILPs”). The SLP will have legal personality but without being a body corporate (as is already the case for a Scottish limited partnership), whereas the ILP will be a body corporate.
3 RECOMMENDATION
3.1 It is recommended that the Minister should approve the issue of the White Paper.
Finance Industry Development Executive