"the management of the international limited partnership is conducted in accordance with the Memorandum and Articles of a Limited Partnership"

Features of BVI limited partnerships

16 May 2012
BVI

The British Virgin Islands Partnership Act 1996 (the "Act") reflects many recent developments in partnership law and codifies the law for general partnerships, local limited partnerships and international limited partnerships into one piece of legislation.

The main features of the Act, as they relate to international limited partnerships are:

  • the general partner can be a corporation;
  • limited partners liability is limited to the amount stated in the articles to be contributed by the limited partner;
  • international limited partnerships are given tax exempt status in the same way as BVI business companies;
  • an international limited partnership name can be reserved for up to 90 days. The name must have, at its end, the words "Limited Partnership" or the abbreviation "LP";
  • there is no limitation on the number of partners;
  • international limited partnerships are required to have a registered agent in the BVI;
  • international limited partnerships can have fixed term and non standard dissolution events;
  • the management of the international limited partnership is conducted in accordance with the Memorandum and Articles of a Limited Partnership;
  • there is a clear definition of the powers of limited partners;
  • whilst the liability of the limited partners is limited, they can engage in certain management functions without losing their limited liability status;
  • international limited partnerships are required to be registered; and
  • the identities of the limited partners are not available on the public record.

You may choose to incorporate a BVI business company to act as general partner, or there may be an onshore individual or company who is prepared to take on this role.

Procedure

  • Articles must be executed by two or more persons desiring to form a limited partnership. 
  • The signed articles are then submitted to the BVI registered agent named in the Articles.
  • The registered agent signs a Memorandum before a witness and files it with the Registrar. The Memorandum must include:
    • the firm-name;
    • the objects and purposes for which the partnership is established;
    • the address of the registered office of the partnership in the Territory;
    • the name and address of registered agent of the partnership in the Territory;
    • the full name of each of the general partners and their respective addresses;
    • the term, if any, for which the partnership is to exist;
    • a statement that the partnership is limited;
    • a statement that every partner not named as a general partner in the memorandum is a limited partner;
    • a statement that the limited partnership may not carry out banking, insurance, company management or trust business nor transact business with persons in the BVI nor acquire real property in the BVI; and
    • such other information, if any, as the registered agent shall be instructed to include in the Memorandum by the provisions of the Articles.