Limited Partnerships (Guernsey) (Amendment) Law, 1997

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PROJET DE LOI

ENTITLED

The Limited Partnerships (Guernsey) (Amendment) Law, 1997

THE STATES, in pursuance of their Resolution of the 18th day of April, 1997[a], have approved the following provisions which, subject to the Sanction of Her Most Excellent Majesty in Council, shall have force of law in the Islands of Guernsey, Herm and Jethou.

Amendment of 1995 Law.

1. (1) After section 9 of the Limited Partnerships (Guernsey) Law, 1995[b] insert the following sections -

"Legal personality of limited partnerships.

9A. (1) A limited partnership shall have legal personality if and only if, at the time of registration, the general partners so elect in accordance with the provisions of this section.

(2) Where the general partners wish to elect that a limited partnership shall have legal personality, they shall, when effecting registration of the partnership under section 8, file with the Greffier, in addition to the fee and other documents specified in section 8(2), a declaration signed by any one or more of the general partners stating that the limited partnership shall have legal personality.

(3) Where the general partners -

(a) elect, in accordance with the provisions of this section, that a limited partnership shall have legal personality -

(i) the partnership shall have legal personality; and

(ii) the Register and certificate of registration shall state that fact;

(b) do not so elect -

(i) the partnership shall not have legal personality; and

(ii) the Register and certificate of registration shall state that fact.

(4) An election made in accordance with the provisions of this section that a limited partnership shall have legal personality shall be irrevocable; and a failure to make such an election shall be final.

Transitional provisions for existing limited partnerships.

9B. (1) Notwithstanding the provisions of section 9A, a limited partnership registered prior to the day of commencement of the Limited Partnerships (Guernsey) (Amendment) Law, 1997 shall have legal personality if and only if, within a period of three months beginning on that day, the general partners so elect in accordance with the provisions of this section.

(2) Where the general partners of such a limited partnership wish to elect that the partnership shall have legal personality, they shall, within the period specified in subsection (1), file with the Greffier a declaration signed by any one or more of the general partners stating that the limited partnership shall have legal personality.

(3) Where the general partners -

(a) elect, in accordance with the provisions of this section, that a limited partnership shall have legal personality -

(i) the partnership shall have legal personality;

(ii) the Register shall be amended to state that fact; and

(iii) a new certificate of registration shall be issued stating that fact;

(b) do not so elect-

(i) the partnership shall not have legal personality;

(ii) the Register shall be amended to state that fact; and

(iii) a new certificate of registration shall be issued stating that fact;

and thereupon the original certificate of registration shall cease to be valid.

Names of limited partnerships which have legal personality.

9C. Without prejudice to the provisions of section 5, the name of a limited partnership which, pursuant to the provisions of section 9A or 9B, has legal personality shall contain, at the end of the name, the word "Incorporated" or any cognate expression approved in writing by the Commission.".

(2) In section 5(4)(b) of the Limited Partnerships (Guernsey) Law, 1995 after the words "subsection (1) or (2)" insert "or section 9C".

(3) After section 44(1)(a) of the Limited Partnerships (Guernsey) Law, 1995 insert the following paragraph -

"(aa) provide that the provisions of this Law shall apply in relation to any class or description of limited partnership specified by the regulations subject to such exceptions, adaptations and modifications as may be so specified;".

Citation.

2. This Law may be cited as the Limited Partnerships (Guernsey) (Amendment) Law, 1997.

Commencement.

3. This Law shall come into force on the day appointed by Ordinance of the States; and different days may be appointed for different provisions and different purposes.

[a]	Article VIII of Billet d'État No. VI of 1997.
[b]	Order in Council No. XII of 1995.