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BVI Company Law

BVI Limited Partnership Act 2017

Annual Registered Office/Agent fees

A US$200 late payment administration fee will be applied to Limited Partnership that has not paid its Annual Registered Office/Agent fees in full by 15 January each year.

BVI Limited Partnership

A BVI Limited Partnership must pay an Annual Government Licence Fee to the Registrar of Corporate Affairs.

If you do not provide notice that the Limited Partnership will not be maintained, it will continue to accrue Registered Office/Agent fees for the remainder of that year and the following year regardless of the level of activity.

 FeeDue Date1st Penalty2nd Penalty3rd Penalty
Formed under Partnership Act 1996US$50030 April1 May – 31 July1 August – 31 October1 Nov.
Penalty Fee10%25%50%
Registered under Limited Partnership Act 2017US$75030 April1 May – 31 July1 August – 31 October1 Nov.
Penalty Fee$100$250$400

BVI Limited Partnerships under the Limited Partnership Act, 2017

The Limited Partnership Act 2017 provides a framework for the formation, operation and termination of BVI limited partnerships .

LPs will, unless the general partners elect otherwise prior to registration, have separate legal personality and are constituted pursuant to a limited partnership agreement, rather than memorandum and articles of partnership.

An LP:

  • is a partnership formed between at least one general partner and at least one limited partner that is registered, re-registered or continued as an LP under the LP Act
  • confers  limited liability on its limited partners in respect of the debts and liabilities of the LP
  • has legal personality, unless it is registered without legal personality on the election of the general partner(s); and
  • may be formed for the purpose of carrying on any lawful business or activity, whether or not for profit, in the BVI or elsewhere.

LP Registration

An application to register an LP must be filed by the LP’s proposed registered agent in the BVI and consists of:

  • a registration statement signed on behalf of each general partner of the LP, including the LP’s name, term, registered office, registered agent and, if applicable, a declaration that the LP will not have legal personality
  • a letter of consent from the LP’s proposed registered agent
  • any other required documentation; and the registration fee US$750.

Partnership Name

The name of an LP must end with the words ‘Limited Partnership’ or with the abbreviation ‘L.P.’ or ‘LP’. The Registrar of Limited Partnerships has power to direct that the name of an LP be changed if it is considered not to comply with the requirements of the LP Act.

Register of Limited Partnerships

If the Registrar is satisfied that a registration application meets the requirements of the LP Act, the proposed LP will be registered in the Register of Limited Partnerships and issued with a unique registration number and certificate of registration. An LP is formed on the date stated in the Certificate of Registration.

Legal personality and capacity

An LP will, by default, have legal personality unless the general partners of an LP elect in the registration application that the LP be registered without legal personality. The LP Act states that an LP with legal personality is not a body corporate.

An LP with legal personality has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction.

Limited Partnership Agreement

The LP Act requires that each LP have a written limited partnership agreement which provides for the rights and obligations of the partners between themselves, and which may also provide for the affairs and business activities of the LP.

A model form of limited partnership agreement is provided by the Limited Partnership Regulations, 2017 and will be deemed to be the partnership agreement of an LP on registration, unless a separate limited partnership agreement is entered into which excludes, modifies or is inconsistent with the Model Agreement. 

General and Limited Partners

Any person, including a body corporate and a partnership, may be admitted to an LP as a general or limited partner. A person may be both a general partner and a limited partner of an LP though, where this is the case, the LP must have at least one other partner.

General Partners – Role and Duties

General partner(s) are responsible for the management of the LP in accordance with the terms of the limited partnership agreement. A general partner is the agent of the LP for the purposes of the business and activities of the LP, with power to bind the LP, any debt or liability incurred by a general partner in the conduct of the business and activities of an LP will be a debt or liability of the LP.

Under the LP Act, a general partner is required to act: at all times in good faith; and subject to any express provisions to the contrary in the limited partnership agreement, in the interests of the LP.

Contributions

General partners may, but are not required to, make capital contributions to an LP.

Liability

Each general partner is jointly and severally liable for the unpaid debts and obligations of the LP incurred when that person was a general partner but only, subject to the terms of the limited partnership agreement, to the extent that the LP cannot pay those debts or obligations.

Limited Partners – Role and Duties

Limited partners are prohibited, when acting as limited partner, from taking part in the management of the LP or transacting the business of, executing documents for, or otherwise binding the LP.

Subject to the terms of the relevant limited partnership agreement, a limited partner of an LP does not owe any fiduciary duties to the LP or to any other partner in exercising any of its rights or authorities, or otherwise in performing any of its obligations under, the limited partnership agreement.

Contributions

Limited partners may, but are not required by the LP Act to make capital contributions to an LP.

Limited liability

A limited partner of an LP is not liable for the debts and obligations of the LP beyond the amount of the limited partner’s contribution or unpaid capital commitment, unless that person takes part in the management of the LP or is required to return monies to the LP or perform a released obligation, each as described below.

Termination

An LP terminates and its affairs wound up if any of the following events occur:

  • at a time or on the occurrence of a termination event specified in the limited partnership agreement;
  • subject to the limited partnership agreement, following a resolution that the LP is terminated passed by all the general partners and limited partners holding capital contributions in excess of 50%;
  • if there has been no general partner, or no limited partner, for ninety days (or such shorter period as may be specified in the limited partnership agreement);
  • on the appointment of a liquidator of the LP; or
  • on the LP being struck off the Register of Limited Partnerships on any ground other than non-payment of fees or penalties.

Following the termination of an LP, the general partner(s) may:

  • if the LP has no assets or liabilities, apply to the Registrar to de-register the LP; or
  • if the LP is solvent and the general partner(s) have passed a solvency resolution in accordance with the LP Act, resolve to wind up the LPs affairs and distribute any surplus assets or appoint a liquidator to do so.

The LP Act also provides for the situation where the general partners or liquidator winding up an LP believes that the LP is insolvent.

Changes to registered particulars

If any changes are made to the details contained in the registration statement during the term of the LP, a notice of change in registered particulars, signed by one or more general partners, must be filed with the Registrar within fourteen days of the change to which it relates.

Registers

The general partner of an LP is required to maintain:

  • a register of general partners, containing details of the name, address and interest of each general partner, together with the date(s) of admission and withdrawal
  • a register of limited partners, containing details of the name, address and interest of each limited partner, together with the date(s) of admission and withdrawal and
  • a register of charges created over LP assets.

The register of limited partners is, subject to the relevant limited partnership agreement, open to inspection by (a) all partner of the LP and (b) any other person with the consent of the general partner(s).>

Financial records and underlying documents

An LP must keep financial records and underlying documents that:

  • are sufficient to show and explain the transactions entered into by the LP and
  • will enable the financial position of the LP to be determined with reasonable accuracy at any time.

The LP must keep financial records and underlying documents for a period of at least five years from the date of completion of the transaction, or the termination of the business relationship, to which they relate.

The LP Act does not require an LP to produce financial statements or to appoint an auditor.

Registered Office and Registered Agent

A BVI LP must at all times have a registered office in the BVI and a registered agent, who must have consented to act.