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30 July 2020
The States of Jersey Assembly has adopted regulations permitting foreign limited partnerships to migrate (ie, continue) into Jersey using the statutory migration process set out in the Limited Partnerships (Continuance) (Jersey) Regulations 2020.(1)
Migration into Jersey is permitted for foreign limited partnerships which:
The application process for continuance is straightforward and includes the submission of:
Consideration will need to be given to whether the approval of the limited partners in the foreign limited partnership is required in order for the migration to proceed and what necessary changes to the limited partnership agreement are required to ensure that it complies with Jersey law.
There is no requirement in the regulations for the general partner of a foreign limited partnership to be a Jersey entity (however, see "Investment funds" below). Should this be desirable, the Companies (Jersey) Law 1991 already provides a statutory continuance process for foreign companies migrating into Jersey.
Once the JFSC has approved an application for continuance, the Jersey registrar of limited partnerships will register the limited partnership under the LP Law and issue a certificate of continuance under the regulations.
The issue of the certificate of continuance by the Jersey registrar is conclusive evidence that a foreign limited partnership has complied with the regulations and that it has continued as a limited partnership within Jersey.
From the date of the certificate of continuance, the limited partnership is not treated as a limited partnership formed under the laws of a foreign jurisdiction and all assets and other property (including choses in action and rights to make capital calls) previously held or acquired by or on behalf of the limited partnership are taken to be the property of the limited partnership, held in accordance with the LP Law.
Critically, pursuant to the regulations, continuance does not:
Where a foreign limited partnership is an investment fund (or will be treated as an investment fund on migration into Jersey), it will be necessary to seek any further consents that may be required from the JFSC under the applicable legislation contemporaneously with the application for continuance.
For regulatory purposes, depending on the nature of the investment fund, the general partner of the investment fund may need to migrate into Jersey or transfer its interests to a Jersey entity prior to migrating into Jersey.
For further information on this topic please contact Emily Haithwaite at Ogier by telephone (+44 1534 514 000) or email (email@example.com). The Ogier website can be accessed at www.ogier.com.
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