Limited Partnerships (Guernsey) (Amendment) Law, 2006

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PROJET DE LOI

ENTITLED

The Limited Partnerships (Guernsey) (Amendment) Law, 2006

ARRANGEMENT OF SECTIONS

1. Repeal of requirement to file partnership agreement.

2. Status of limited partnerships with legal personality.

3. Appointment of auditors.

4. Partnerships and bodies corporate may be auditors.

5. Time within which auditors' report must be deposited.

6. Financial year may be up to 18 months.

7. Interpretation.

8. Citation.

9. Commencement.

PROJET DE LOI

ENTITLED

The Limited Partnerships (Guernsey) (Amendment) Law, 2006

THE STATES, in pursuance of their Resolution of the 28^th September, 2005[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.

Repeal of requirement to file partnership agreement.

1. Section 8(2)(b) of the Limited Partnerships (Guernsey) Law, 1995[b] ("the 1995 Law") (copy of partnership agreement to be filed with Greffier upon registration) is repealed.

Status of limited partnerships with legal personality.

2. In section 9A of the 1995 Law (legal personality of limited partnerships), after subsection (4) insert the following subsection -

"(5) For the avoidance of doubt and notwithstanding the provisions of section 1(2), a limited partnership with legal personality is a body corporate.".

Appointment of auditors.

3. (1) For section 16 of the 1995 Law (appointment of auditors) substitute the following section -

"Appointment of auditors.

16. (1) The general partners of every limited partnership may, subject to the provisions of any regulations made under section 43(f)(ii), appoint an auditor to act in relation to the affairs of the partnership.

(2) The general partners of a limited partnership shall, subject to the provisions of any regulations made under section 43(f)(ii), appoint an auditor to act in relation to the affairs of the partnership if -

(a) required to do so by the partnership agreement,

(b) required to do so by limited partners whose contribution is greater than 50 per cent of the total contribution of all limited partners,

(d) the limited partnership is one to which subsection (3) applies.

(3) Subject to subsection (4), this subsection applies to limited partnerships carrying on the business of, or concerned in the provision of the services of -

(a) banking,

(b) insurance,

(d) asset management or administration,

(e) trusteeship, or

(f) company or trust formation or administration.

(4) Without prejudice to section 7A(1) of the Control of Borrowing Ordinance (conditions imposed upon limited partnerships upon registration), subsection (3) shall not apply where -

(a) the limited partnership is a closed-ended limited partnership within the meaning of paragraph 1 of Schedule 1 to the Protection of Investors (Bailiwick of Guernsey) Law, 1987[c], and

(b) the partnership agreement requires information on the state and prospects of the assets of the partnership business to be provided to the limited partners in relation to each financial year of the partnership.

(5) An auditor may be removed from office -

(a) where he has been appointed under subsection (1), by the general partners,

(b) where he has been appointed under subsection (2)(a), if it is no longer required by the partnership agreement,

(c) where he has been appointed under subsection (2)(b), by limited partners whose contribution is greater than 50 per cent of the total contribution of all limited partners,

(d) where he has been appointed under subsection (2)(c), in such circumstances, or by such body, as may be prescribed,

(e) where he has been appointed under subsection (2)(d), if the partnership is no longer one to which subsection (3) applies.

(6) The Royal Court may, on the application of any partner or creditor of a limited partnership, remove from office any auditor of the partnership, and appoint another to act in his place.

(7) Where -

(a) an auditor is appointed under subsection (2),

(b) that auditor has not been removed from office under subsection (5), and

the Royal Court may, on the application of any partner or creditor of the partnership, appoint an auditor to act.

(8) The remuneration of a partnership's auditors shall be determined by the general partners or, where the auditors are appointed by the Royal Court, by the Royal Court.

(9) For the avoidance of doubt, the removal from office of an auditor shall not affect any rights that the auditor has against the partnership.".

(2) In section 12(4) of the 1995 Law (participation of partners in business of limited partnership) for paragraph (j) substitute the following paragraph-

"(j) he requires the appointment or removal of an auditor, or applies to the Royal Court for the appointment or removal of an auditor, under section 16; or".

(3) In section 31(8)(b) of the 1995 Law (liability of partners for breaching relevant provisions) for "16(1)" substitute "16(2)".

(4) The Limited Partnerships (Application of Audit Requirements) Regulations, 2005[d] are repealed.

Partnerships and bodies corporate may be auditors.

4. (1) In section 17 of the 1995 Law, for subsection (6) (only individuals may be auditors of limited partnerships) substitute the following subsection -

"(6) A limited partnership may appoint as its auditor an individual, partnership or body corporate.".

(2) Section 43(f)(i) of the 1995 Law (regulations may permit a body corporate or partnership to be auditor of a limited partnership) is repealed.

Time within which auditors' report must be deposited.

5. In section 18(3) of the 1995 Law (time within which auditors' report must be deposited with Commission) for the words "four months" substitute the words "six months or such shorter period as may be required in the partnership agreement".

First financial year may be up to 18 months.

6. In section 41(1) of the 1995 Law (interpretation), for the definition of "financial year" substitute -

""financial year", in relation to a limited partnership, means -

(a) a period of up to 18 months beginning on the date on which the partnership is registered, and thereafter

(b) each period of 12 months (or such other period as the Commission may by notice in writing allow in any particular case),

at the end of which the balance of the accounts of the partnership is struck;".

Interpretation.

7. (1) In this Law, "the 1995 Law" means the Limited Partnerships (Guernsey) Law, 1995.

(2) Any reference in this Law to an enactment is a reference thereto as from time to time amended, re-enacted (with or without modification), extended or applied.

Citation.

8. This Law may be cited as the Limited Partnerships (Guernsey) (Amendment) Law, 2006.

Commencement.

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

[a]	Article XIII of Billet d'État No. XIV of 2005.
[b]	Orders in Council No. XII of 1995, No. V of 1996 and No. IV of 2001.
[c]	Ordres en Conseil Vol. XXX, p. 281; amended by Vol. XXX, p. 243; Vol. XXXI, p. 278; Vol. XXXII, p. 324; No. XIII of 1994; No. XII of 1995; No. II of 1997; No. XVII of 2002; and by No's XV and XXXII of 2003. Also amended by Recueil d'Ordonnances Tome XXIV, p. 324; Tome XXVI, p. 333; Ordinances X and XX of 1998; and the Machinery of Government (Transfer of Functions) (Guernsey) Ordinance, 2003.
[d]	G.S.I. 2005 No. 32.