Ministry of Industry Investment and Commerce of J : BRIEF: Limited Partnership Bill

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OVERVIEW

BRIEF LIMITED PARTNERSHIP BILL

The introduction of the Limited Partnership Bill marks a key step in the modernization of Jamaican partnership law. Its incorporation into legislation is with a view to facilitating commercial activities not well suited to other available business forms in Jamaica.

The provisions of the Bill are consistent with both the Uniform Limited Partnership Act (ULPA) of 2001, a model Act drafted by the National Conference of Commissioners on Uniform State Laws of the United States of America and recommended for adoption by all the States in that country, and the 1907 Limited Partnerships Act of the United Kingdom.

Limited partnerships are partnerships that have at least one general partner and at least one limited partner. In the event that the assets of the limited partnership are inadequate, the

general partner shall be liable for the debts or obligations of the limited partnership. The limited partner shall not be liable for the debts or obligations of the limited partnership in excess of the capital contributed by it to the limited partnership.

The objects of the Bill are to:-

1. make provision for the formation of three distinct types of limited partnerships -

2. limited partnership without separate legal personality;

3. limited partnership with separate legal personality; and

4. limited liability limited partnership;

5. make provision for the registration of limited partnerships with or without separate legal personality;

6. provide for the operation of limited partnerships;

7. establish a nexus between its provision and those of the General Partnership Bill;

8. formalize the process for foreign limited partnerships seeking to transact business in Jamaica;

9. facilitate mergers and conversions which includes limited partnerships.




THE BILL




PART I PRELIMINARY




Part I of the Bill addresses the preliminary aspects of the Bill. It includes the short title and the commencement date of the Bill. It also provides for the interpretation of certain key terms used throughout the Bill.

This Part provides that this Act is to be read in conjunction with the General Partnership Act.

The Part also seeks to save the partnership rules of common law and equity applicable to partnerships, except where those rules are in conflict with the provisions of the Act.




PART IA GENERAL PROVISIONS RELATING TO LIMITED PARTNERSHIP




In Part IA of the Bill, the formation and conversion of limited partnerships are briefly introduced. The Part expressly stipulates that every limited partnership shall be governed by a limited partnership agreement, and sets out the various types of partnerships namely, the limited partnership without separate legal personality, and limited partnership with separate legal personality.




In accordance with the dual capacity provisions, a person may simultaneously serve as both a general partner and a limited partner in the same partnership.