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BRITISH VIRGIN ISLANDS: Limited Partnership Act about to come into force

The British Virgin Islands pass a new Limited Partnership Act

The BVI’s innovative new Limited Partnership Act, will come into force in early 2018. 

The new regime draws on the popular and very successful BVI Business Companies Act, as well as best limited partnership practice from leading jurisdictions around the world, to provide a highly innovative new limited partnership structure.

Whilst retaining significant flexibility to cater for a wide number of demands, it is expected the new limited partnerships to be particularly attractive for funds and, in particular, private equity funds and joint venture vehicles where onshore tax transparency is required.

What are the key features of new BVI limited partnerships?

- simple, quick, cost effective registration of limited partnerships;

- ability to have a limited partnership with or without legal personality;

- no requirement for a BVI based general partner;

- flexibility on the terms of the partnership agreement, including specifically tailoring to cater for a default by limited partners;

- ability to register a charge against a limited partnership with legal personality on the public register in the BVI and obtain priority under BVI law over subsequent charges;

- extensive list of safe harbour provisions for limited partners in their dealings with the partnership, which are not considered to be taking part in the management of the limited partnership and so maintain and preserve limited partners’ limited liability;

- inclusion of various corporate law concepts for limited partnerships, including merger (with rights for dissenting limited partners), consolidation, plans and schemes of arrangements, redemption of minority partnership interests and continuations;

- detailed and specific provisions for the termination, deregistration, winding up and striking off of solvent limited partnerships, and also for winding up insolvent limited partnerships to maximise efficiency.