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24 August 2020
The States of Guernsey has adopted regulations permitting foreign limited partnerships to migrate or continue into Guernsey using the statutory migration process set out in the Limited Partnerships (Guernsey) (Migration) Regulations 2020. In conjunction with the fast-track process for the licensing of managers, Guernsey now provides an expedient and streamlined process for migrating fund structures into the jurisdiction.(1)
In order to migrate into Guernsey:
Where the limited partnership is regulated in its current jurisdiction, the consent of the Guernsey Financial Services Commission (GFSC) must be obtained as part of the migration process. The migration must also comply with the terms of the limited partnership's existing partnership agreement and consideration should therefore be given as to whether any amendments and/or the consent of the limited partners are required prior to proceeding with the migration.
The application process for migration is straightforward and broadly mirrors the existing process available for migrating companies into Guernsey. The process includes the submission of a declaration from the general partner that the requirements in respect of the migration have been fulfilled. In addition, the limited partnership must submit 'migration details' addressing administrative matters, including:
Where GFSC consent is required (as above), this must also be submitted as part of the application.
For regulatory purposes, or depending on local substance requirements or the location of management and/or administration activities, it may be necessary or desirable for the general partner of the investment fund to also migrate into Guernsey. In such cases, the existing migration process available to companies can be used together with the fast-track regulatory application regime if required.
Once the migration application has been approved, the Guernsey Greffier will:
Migration into Guernsey preserves continuity for the limited partnership as it does not result in the creation of a new person or entity. Furthermore, all assets, liabilities, contracts, debts and other obligations of the partnership and its limited partners – as well as choses in action and judgments, whether in favour of or against the partnership and its limited partners – are not affected by the migration.
Where the limited partnership or the general partner requires regulation or licensing in Guernsey, it will be necessary to satisfy the applicable regulatory or licensing obligations. However, both the overseas fund and its general partner may be able to avail themselves of the fast-track application regime offered by the GFSC which facilitates migrations of managers of overseas collective investment schemes, as well as the registrations of registered funds and private investment funds. Applications under the fast-track regime are subject to a 10-day review period in respect of managers and, helpfully, may be combined with the required GFSC consent to migrate referred to above. The fast-track application timings for registered funds and private investment funds are three days and one day, respectively.
For further information on this topic please contact Tim Clipstone, Craig Cordle, Bryon Rees or Richard Doyle at Ogier by telephone (+44 1534 514 000) or email (firstname.lastname@example.org, email@example.com, firstname.lastname@example.org or email@example.com). The Ogier website can be accessed at www.ogier.com.
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