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With effect from 17 July 2020, Jersey now possesses a statutory regime allowing non-Jersey limited partnerships to migrate into Jersey.
Coming under the Limited Partnerships (Continuance) (Jersey) Regulations 202 (the “Continuance Regulations”), the regime gives managers of existing structures further flexibility to access the market leading regulatory environment and expertise in Jersey.
Jersey is an associate member of the Organisation for Economic Co-Operation and Development and a G20 white list jurisdiction.
This status has made it attractive to global investors and managers alike and its existing legislation accommodates the establishment of Jersey registered limited partnerships both inside and outside the scope of funds regulation.
Following the introduction of Jersey Private Funds regulation in 2017 the concept of the Designated Service Provider (“DSP”) was introduced. The flexibility of this regulation has permitted the use of non-Jersey registered entities being classified as Jersey Private Funds on the basis that a Jersey registered DSP has been appointed.”
This additional process from Jersey goes a step further which permits existing non-Jersey structures to migrate to Jersey.
In order to transition into a Jersey registered limited partnership, the foreign limited partnership will need to receive its “certificate of continuance” from the Registrar of Limited Partnerships in Jersey (the “Registrar”).
Upon such certificate being awarded, the Limited Partnerships (Jersey) Law 1994 (the “Limited Partnerships Law”) will apply to the limited partnership.
An application for continuance must be made to the Jersey Financial Services Commission (the “JFSC”) by the eligible foreign limited partnership and be accompanied by:
The application must also be accompanied by evidence that:
An “eligible foreign limited partnership” is a limited partnership without legal personality formed under the law of a jurisdiction outside Jersey. The Registrar will not grant a certificate of continuance if:
The continuance of a limited partnership into Jersey does not:
A continuance will not release a limited partnership from any judgment, ruling, order, claim, debt or liability (existing or future). Any pending civil or criminal proceedings (by or against the limited partnership or related partner or other person) will not be affected.
Managers of private funds of up to 50 investors should expect to benefit from the Jersey Private Funds regime for a faster transition.
The JFSC also highlighted a few risks applicable to service providers. From warning against the high-risk nature of registered offices only to compliance with AML/CFT requirements, the JFSC is making its case for service providers to have adequate processes in place for foreign limited partnership to continue in Jersey.
The Continuance Regulation supports the rapidly rising attractiveness of Jersey as an alternative investments centre. It is important to note the increasing focus of the JFSC on service providers to support this migration. With being one of the largest and most experienced fund administrator in Jersey, Sanne has both the ability to support your migration whilst ensuring compliance with regulations. We would be delighted to speak with you to discuss how Sanne can assist. For more information, please contact Ashley Vardon or Paul Séjournant directly.
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