Coming under the Limited Partnerships (Continuance) (Jersey) Regulations 202 (the “Continuance Regulations”), the regime gives managers of existing structures further flexibility to access the market leading regulatory environment and expertise in Jersey.
Rationale for transition
Jersey is an associate member of the Organisation for Economic Co-Operation and Development and a G20 white list jurisdiction.
This status has made it attractive to global investors and managers alike and its existing legislation accommodates the establishment of Jersey registered limited partnerships both inside and outside the scope of funds regulation.
“Following the introduction of Jersey Private Funds regulation in 2017 the concept of the Designated Service Provider (“DSP”) was introduced. The flexibility of this regulation has permitted the use of non-Jersey registered entities being classified as Jersey Private Funds on the basis that a Jersey registered DSP has been appointed.”
This additional process from Jersey goes a step further which permits existing non-Jersey structures to migrate to Jersey.
Certificate of continuance
In order to transition into a Jersey registered limited partnership, the foreign limited partnership will need to receive its “certificate of continuance” from the Registrar of Limited Partnerships in Jersey (the “Registrar”).
Upon such certificate being awarded, the Limited Partnerships (Jersey) Law 1994 (the “Limited Partnerships Law”) will apply to the limited partnership.
An application for continuance must be made to the Jersey Financial Services Commission (the “JFSC”) by the eligible foreign limited partnership and be accompanied by:
- A certified copy of its certificate of formation.
- A declaration signed by each general partner that the limited partnership:
- Is solvent,
- Has applied to the JFSC for its consent to the creation of interests under the limited partnership in accordance with Article 10 of the Control of Borrowing (Jersey) Order 1958
- Has applied to the registrar for registration as a limited partnership under the Limited Partnerships Law, and
- Is not to have legal personality on its continuance within Jersey.
- Any additional document that may be required by the JFSC.
- An application fee of £605 (this amount subject to changes by the JFSC).
The application must also be accompanied by evidence that:
- The application has been approved by the general partner, and
- If the laws of the jurisdiction in which the foreign limited partnership was formed requires an authorisation to continue into Jersey, such authorisation was obtained.