Draft Limited Partnerships (Jersey) Amendment Law 202-.

STATES OF JERSEY

DRAFT LIMITED PARTNERSHIPS (JERSEY) AMENDMENT LAW 202-

Lodged au Greffe on 26th November 2025 by the Minister for External Relations Earliest date for debate: 20th January 2026

STATES GREFFE

2025  P.108/2025

DRAFT LIMITED PARTNERSHIPS (JERSEY) AMENDMENT LAW 202-

European Convention on Human Rights

In accordance with the provisions of Article 16 of the Human Rights (Jersey) Law 2000, the Minister for External Relations has made the following statement –

In the view of the Minister for External Relations, the provisions of the Draft Limited Partnerships (Jersey) Amendment Law 202- are compatible with the Convention Rights.

Signed:   Deputy I.J. Gorst of St. Mary , St. Ouen and St. Peter

Minister for External Relations

Dated:  24th November 2025

REPORT

Purpose:

The purpose of the draft amendment law is to put on to a statutory footing the framework for enabling eligible foreign limited partnerships to continue as limited partnerships in Jersey. In consequence, the Limited Partnerships (Continuance) (Jersey) Regulations 2023 will be repealed.

Background:

Jersey has long been recognised as a leading jurisdiction for the establishment and administration of limited partnerships, particularly in the funds and private equity sectors.

The ability for foreign limited partnerships to migrate and continue in Jersey enhances the island's competitiveness,  aligning  Jersey  with  other  international  finance  centres  that  offer  similar continuance regimes.

The  current  regime,  established  under  the  Limited  Partnerships  (Continuance)  (Jersey) Regulations 2023 ("LP Regs"), has been found to be better suited to primary legislation rather than secondary legislation. This amendment therefore consolidates and strengthens the legal framework.

Consultation:

During the Summer and Autumn of 2025, the Government of Jersey consulted industry via Jersey Finance Limited on proposed draft amendments to the Limited Partnerships (Jersey) Law 1994 ("LP  Law").  The  Government  of  Jersey  sought  views  and  comments  on  the  proposed amendments to the LP Law. Given the technical nature of the proposed amends which move the framework from the LP Regs into the LP Law, a limited "informal" consultation took place with the Limited Partnership Working Group. The informal consultation ran from 14 June 2025 to 17 November 2025. The Jersey Financial Services Commission ("JFSC") (including the Registry) were also consulted during this period.

The Government of Jersey received 7 responses to the consultation, all of which indicated contentment  with the  proposed  amendments.  Following  discussions  with  the  JFSC  on  the proposals no further comments were received.

The Draft Law Amendments:

The draft law amendments propose the following amendments:

Article 2 amends Article 1 of the LP Law to include limited partnerships continued under these provisions.

A new Part 2A be inserted into the LP Law via Article 3 setting out the process for continuance. The principal provisions of the process for continuance are:

1. Article 29A sets out the definition of eligible foreign limited partnership, which is a partnership formed outside of Jersey, without legal personality, with a least one general partner and one limited partner.
2. Article 29B  provides  the  eligibility  criteria.  Continuance  is  permitted  unless prohibited by the foreign jurisdiction. Disqualification applies in the partnership is insolvent, subject to winding up, receivership or deregistration.
3. Article 29C details the application process. Applications must be made to the JFSC in an approved form, accompanies by certified formation documents, solvency statements, declarations and any required authorisations from the foreign jurisdiction.

4. Article 29D provides that the JFSC may grant or refuse applications, with refusals subject to appeal to the Royal Court. Public interest groups may justify refusal.
5. Article 29E requires that upon registration, the Registrar issues a certificate of continuance, which serves as conclusive evidence of compliance.
6. Article 29F confirms that continuance does not create a new partnership but preserves existing rights, obligations, assets, liabilities and proceedings.

Article 4 repeals the LP Regs ensuring all provisions are contained within primary legislation. Financial and staffing implications:

There are no financial or staffing implications for the States of Jersey because of these amendments.

Children's Rights Impact Assessment:

There is no direct or indirect impact on children and the duty to have due regard to the UN Convention on Rights of the Child does not arise. Accordingly, a Children's Rights Impact Assessment is not required under the Children (Convention Rights) (Jersey) Law 2022.

Human Rights

The notes on the human rights aspects of the draft Law in the Appendix have been prepared by the Law Officers' Department and are included for the information of States Members. They are not, and should not be taken as, legal advice.

APPENDIX TO REPORT Human Rights Notes on the Draft Limited Partnerships (Jersey) Amendment Law 202-

These notes have been prepared in respect of the draft Limited Partnerships (Jersey) Amendment Law 202- (the "draft Law") by the Law Officers' Department.

These notes are included for the information of States Members. They are not, and should not be taken as, legal advice.

The draft Law gives rise to no human rights concerns. It provides for the incorporation of certain provisions of the Limited Partnerships (Continuance) (Jersey) Regulations 2023 (the "Temporary Regulations") into the Limited Partnerships (Jersey) Law 1994 and for the Temporary Regulations to be revoked.

Draft Limited Partnerships (Jersey) Amendment Law 202-  Explanatory Note

EXPLANATORY NOTE

The Limited Partnerships (Jersey) Amendment Law 202-, if passed, will incorporate certain provisions of the Limited Partnerships (Continuance) (Jersey) Regulations 2023 ("the temporary Regulations") into the Limited Partnerships (Jersey) Law 1994. The temporary Regulations were made by the States for a period of 3 years under the Orders in Council of 1771 and 1884 to enable eligible foreign limited partnerships to continue in Jersey as limited partnerships, and are due to expire  on  17  July  2026.  The  temporary  Regulations  replaced  the  Limited  Partnerships (Continuance) (Jersey) Regulations 2020, also made on a temporary basis for a period of 3 years. There are no changes of substance to the process by which the continuance of eligible foreign limited partnerships as limited partnerships in Jersey is permitted, or to the effect of continuance.

Article 1 introduces the amendments to the Limited Partnerships (Jersey) Law 1994 ("the Law").

Article 2 modifies the definition "limited partnership" in Article 1 of the Law (interpretation) to include limited partnerships continued under the new Part 2A.

Article 3 inserts new Part 2A in the Law (eligible foreign limited partnerships may continue in Jersey) consisting of Articles 29A to 29F, which reproduce provisions currently set out in Regulations 1 to 6 of the temporary Regulations, with necessary modifications. (Regulations 7 to 10 are not included because they are already covered by the Law or spent.) The Articles to be inserted provide as follows:

• Article 29A defines "eligible foreign limited partnership" for the purposes of Part 2A.

• Article 29B provides that an eligible foreign limited partnership may continue as a limited partnership in Jersey if the law of the jurisdiction in which it is formed does not prohibit its continuance, subject to certain disqualifying circumstances including if it is being wound up or has been deregistered for another purpose.

• Article 29C sets out the requirements for the application to the Commission by an eligible foreign limited partnership seeking to continue as a limited partnership in Jersey.

• Article 29D sets out procedural steps for the Commission to grant an application to continue as a limited partnership under the Law, or to refuse the application on public interest grounds, and provides a right of appeal to the Royal Court.

• Article 29E empowers the registrar, once the necessary documents have been received from the Commission, to register the declaration of an eligible foreign limited partnership as a limited partnership under Article 4, and to issue a certificate of continuance.

• Article 29F  provides  that  once  a  certificate  of  continuance  is  issued  the  limited partnership is not to be treated as a partnership formed under the laws of a jurisdiction outside Jersey, and specifies the effects of continuance.

Article 4 repeals the temporary Regulations, which would otherwise expire on 17 July 2026. Article 5 provides for citation and commencement.

Draft Limited Partnerships (Jersey) Amendment Law 202-  Contents

DRAFT LIMITED PARTNERSHIPS (JERSEY) AMENDMENT LAW 202-

Contents

Article

1 Limited Partnerships (Jersey) Law 1994 amended ........................................................ 8 2 Article 1 (interpretation) amended ............................................................................... 8 3 Part 2A (eligible foreign limited partnerships may continue in Jersey) inserted .......... 8 4 Limited Partnerships (Continuance) (Jersey) Regulations 2023 repealed ................... 12 5 Citation and commencement ...................................................................................... 12

DRAFT LIMITED PARTNERSHIPS (JERSEY) AMENDMENT LAW 202-

A LAW to amend the Limited Partnerships (Jersey) Law 1994 to make provision for eligible foreign limited partnerships to continue in Jersey as limited partnerships and, in consequence, to repeal the  Limited Partnerships (Continuance) (Jersey) Regulations 2023.

Adopted by the States  [date to be inserted] Sanctioned by Order of His Majesty in Council  [date to be inserted] Registered by the Royal Court  [date to be inserted] Coming into force  [date to be inserted]

THE STATES, subject to the sanction of His Most Excellent Majesty in Council, have adopted the following Law –

1  Limited Partnerships (Jersey) Law 1994 amended

Articles 2 and 3 amend the Limited Partnerships (Jersey) Law 1994. 2  Article 1 (interpretation) amended

In Article 1, at the end of the definition "limited partnership" there is inserted "or continued under Part 2A".

3  Part 2A (eligible foreign limited partnerships may continue in Jersey) inserted

After Article 29 there is inserted –

PART 2A

ELIGIBLE FOREIGN LIMITED PARTNERSHIPS MAY CONTINUE IN JERSEY

29A  Meaning of eligible foreign limited partnership In this Part –

"eligible  foreign limited partnership"  means a  partnership,  without  legal personality, formed under the law of a jurisdiction outside Jersey, with –

1. one or more partners who are liable for all the debts and obligations of the partnership; and
2. one or more partners whose liability for the debts and obligations of the partnership is limited.

29B  Eligible foreign limited partnership may continue in Jersey

1. An eligible foreign limited partnership may continue as a limited partnership in Jersey under this Law if the law of the jurisdiction in which it is formed does not prohibit its continuance.
2. However,  an  eligible  foreign  limited  partnership  is  disqualified  from continuing as a limited partnership in Jersey if –

1. it is being wound up;
2. a receiver or equivalent person has been appointed in relation to any of its assets;
3. an application has been made to a court in another jurisdiction for its winding up or for it to be subject to equivalent insolvency proceedings, and that application has not been determined; or
4. it has been deregistered in the jurisdiction in which it is registered for a purpose other than continuing as a limited partnership in Jersey under this Law.

29C  Application to continue as a limited partnership in Jersey

1. An application for an eligible foreign limited partnership to continue as a limited partnership in Jersey must be provided to the Commission in an approved form and accompanied by –

1. a copy of its certificate of formation certified, in an approved form, to be a true copy, or another document that evidences its formation;
2. a statement naming and signed by the general partner stating that the eligible foreign limited partnership –

1. is solvent;
2. has applied to the Commission for its consent to the creation of interests under the limited partnership under Article 10 of the Control of Borrowing (Jersey) Order 1958;
3. has delivered to the registrar a declaration that complies with Article 4(2) and (3); and
4. is not to have legal personality on its continuance in Jersey; and

3. other documents or information as the Commission may require in respect of the application.

2. The application must also be accompanied by evidence, satisfactory to the Commission, of the following –

1. that the application to continue has been approved by the general partner; and

2. if the law of the jurisdiction under which the eligible foreign limited partnership is or was formed requires an authorisation to continue as a limited  partnership  in  Jersey,  that  the  eligible  foreign  limited partnership has obtained that authorisation.

3. If the evidence required by paragraph (2)(b) cannot be produced, then the Commission may rely on a statement signed by the general partner that the matters mentioned in that paragraph have occurred.
4. In this Article, "approved form" means a form approved by the Commission.

29D  Determination of application to continue

1. The Commission may grant an application for an eligible foreign limited partnership  to  continue  as  a  limited  partnership  under  this  Law  if  the Commission –

1. is satisfied that the requirements of Articles 29B and 29C have been met; and
2. has consented to the creation of interests under the limited partnership under Article 10 of the Control of Borrowing (Jersey) Order 1958.

2. If an application is granted, the Commission must inform the registrar as soon as practicable and deliver to the registrar the documents that accompanied the application.
3. The  Commission  must  inform  the  applicant  of  its  decision  as  soon  as practicable after it has made its determination.
4. If the Commission determines to refuse the application, the Commission must, no later than 14 days after informing the applicant of its decision, provide the applicant with a statement in writing of the reasons for the refusal.
5. The Commission may, if it is of the opinion that it would be contrary to the public interest to register the eligible foreign limited partnership as a limited partnership under this Law, refuse the application.
6. An  applicant  may  appeal  to  the  Court,  by  the  time  limit  specified  in paragraph (7), against a refusal of its application on the ground that the decision of the Commission was unreasonable having regard to all of the circumstances of the case.
7. The time limit for an appeal is no later than 28 days after the applicant receives the Commission's statement of reasons under paragraph (4).
8. On hearing the appeal, the Court –

1. may confirm or reverse the decision of the Commission; and
2. may make an order as to the costs of the appeal as it thinks appropriate.

29E  Issue of certificate of continuance

1. The registrar must not register the declaration of an eligible foreign limited partnership as a limited partnership under Article 4 unless the registrar has received the documents from the Commission under Article 29D(2).
2. When the registrar registers the eligible foreign limited partnership as a limited partnership under this Law, the registrar must also –

1. register  the  documents  received  from  the  Commission  under Article 29D(2);
2. issue  a  certificate  of  continuance  to  the  eligible  foreign  limited partnership; and
3. send a copy of the certificate to the appropriate official or public body in  the  other  jurisdiction  under  which  the  eligible  foreign  limited partnership is or was formed.

3. A certificate of continuance issued to an eligible foreign limited partnership under paragraph (2) is conclusive evidence that –

1. the eligible foreign limited partnership has complied with Articles 29B and 29C; and
2. the  eligible  foreign limited partnership has continued  as a limited partnership under this Law under the name specified in the application from the date specified in the certificate of continuance.

4. A certificate of continuance issued under this Article must be signed by the registrar and sealed with the registrar's seal.
5. For  the  purpose  of  Article 10(1)  of  the  Control  of  Borrowing  (Jersey) Order 1958, the partnership interests and any other interests under the eligible foreign limited partnership in existence immediately before the certificate of continuance is issued to the limited partnership are taken to have been created on the date specified in the certificate of continuance.

29F  Effect of continuance

1. On and from the day that a certificate of continuance is issued to an eligible foreign limited partnership under Article 29E –

1. the limited partnership is not to be treated as a partnership formed under the laws of a jurisdiction outside Jersey; and
2. all assets and other property (including all choses in action and any right to make capital calls of the limited partnership) previously held or deemed to be held or acquired by or on behalf of the eligible foreign limited  partnership  are  taken  to  be  the  property  of  the  limited partnership held under Article 11(2).

2. The continuance of the limited partnership does not –

1. create a new limited partnership;
2. affect any partnership interest;
3. affect an act done before the continuance; or
4. affect the rights, powers, authorities, functions or obligations of the eligible foreign limited partnership, any partner or any other person before the continuance.

3. Without limiting paragraphs (1) or (2) –

1. no conviction, judgment, ruling, order, claim, debt or liability due or to become due, and no cause existing, in favour of or against the eligible foreign limited partnership or in favour of or against any partner or other person in relation to it, is to be affected by its continuance as a limited partnership under this Law; and

2. no proceedings, whether civil or criminal, pending at the time of the issue of a certificate of continuance by or against the eligible foreign limited partnership or any partner or other person in relation to it, are to be abated or discontinued by its continuance as a limited partnership under this Law, but the proceedings may be enforced, prosecuted, settled or compromised by or against the limited partnership or by or against the partner or other person.

4  Limited Partnerships (Continuance) (Jersey) Regulations 2023 repealed

The Limited Partnerships (Continuance) (Jersey) Regulations 2023 are repealed. 5  Citation and commencement

This Law may be cited as the Limited Partnerships (Jersey) Amendment Law 202- and comes into force 7 days after it is registered.