Limited Partnerships

A Jersey Limited Partnership (JLP) is a partnership between one or more general partners and one or more limited partners. A JLP combines the flexibility and tax transparency offered by a partnership structure with the benefits of limited liability offered by a company, although it does not have its own legal personality separate from its partners.

The limited partner(s) in a JLP will be passive investors who are not involved* in the day to day administration of the JLP whereas the general partner(s) undertake the management of the partnership, have the implied authority to bind the JLP when acting within the scope of the JLP's activities and have unlimited liability for the JLP's debts - hence general partners are typically limited liability companies. Whilst there are circumstances in which a limited partner has some liability for a JLP's debts, as the name suggests such liability is strictly limited.

*The law does provide for limited partners to undertake certain activities that do not constitute the provision of management and therefore compromise the limited partner status.

Uses of Jersey Limited Partnerships:

  • Vehicles for private equity or venture capital schemes
  • Property holding and financing structures
  • Collective investment schemes
  • As part of a more complex structure where the planning requires tax transparency
  • Typically used by sophisticated or institutional investors

Advantages of Jersey Limited Partnerships:

  • Financial participation in a partnership arrangement yet with the benefit of limited liability
  • Limited partners need not involve themselves in the management of the partnership
  • Partnership is not subject to Jersey tax (assuming limited partners are non-resident and the underlying activity is not trading in Jersey)
  • Confidentiality, no public records, nor requirement to file the partnership agreement

Our Services Include:

  • Formation of JLP in Jersey
  • Administration, bookkeeping and preparation of unaudited financial statements
  • Incorporation and administration of a corporate vehicle to act as general partner