In recent months, Jersey has seen increased interest from limited partnerships (particularly funds) wishing to migrate to Jersey from other jurisdictions. In a move that demonstrates Jersey's ability to be nimble in responding to industry opportunities, regulations are set to be adopted in Jersey that will formalise a continuance pathway for non-Jersey limited partnerships wishing to continue (re-domicile) into Jersey. For more information on the trend of offshore migration, see our article 'Time for a Change?' here.
The partnership continues
Importantly, the regulations make it clear that the continuance does not create a new legal entity. Rather, the foreign law limited partnership 'continues' in Jersey as a Jersey law limited partnership. No partnership interests are affected and all of the partnership's rights and obligations continue with it.
No LP consent
The new process does not require limited partners to consent to the migration, although this may be a requirement of the limited partnership agreement.
A simple process
The regulations have been drafted to provide for a simple and familiar process. An application is made to the Jersey Financial Service Commission (JFSC) with supporting evidence in relation to the existence and good standing of the foreign limited partnership.
In the case of a limited partnership that is a fund, at the same time as making an application for continuance it will also need to apply for the required consents and approvals from the JFSC. This should be a swift and straightforward process, particularly if the fund chooses to make use of the Jersey Private Fund regime (find our briefing here).
Consideration will also need to be given to what amendments to the partnership agreement may be necessary or desirable, such as changing the governing law.
The rules of the foreign jurisdiction in relation to the outward migration of limited partnership will also need to be complied with.
How we can help
Bedell Cristin also has offices in BVI, Cayman and Guernsey so, if the migration is from any of those jurisdictions, we will be able to advise on both the outward and inward migration rules – a full 360-degree service.
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