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Limited Partnerships

A Limited Partnership shall consist of one or more general partners who:- are admitted to the partnership as general partners in accordance with the partnership agreement; and shall be jointly and severally liable for all the debts of the partnerships without limitation; and one or more limited partners who:- are admitted as limited partners and contribute or agree to contribute, a specified amount to the capital of the LP and shall not be liable for any debts of the partnership beyond the amount so contributed or agreed to be contributed to the capital.

A person may be both a general partner and a limited partner, as can a body corporate or partnership.

An LP may be formed for the carrying on within Guernsey or elsewhere of any lawful business.

An LP shall have a continuous and successive existence in the persons of its partners, present and futures, until its dissolution.

Every LP shall at all times have a registered office Guernsey.  The registered office may be (but need not be) the place of the partnerships business.

Every limited partnership shall have, in writing, a partnership agreement setting out the affairs of the partnership and the conduct of its business.  The agreement shall be binding upon the partners and their assigns and upon subsequent partners.  The agreement can only be amended by an instrument in writing.

A limited partner cannot participate in the conduct or management of the business of the limited partnership, nor can he transact the business of, sign or execute documents or otherwise bind the limited partnership.

The acts of a general partner in connection with the business of the limited partnership shall bind the partnership in all respects. Every partner is liable jointly and severally with the other partners for all the debts of the limited partnership incurred whilst he is a partner.

A limited partnership shall have legal personality if and only if, at the time of registration, the general partners so elect.  An election to have legal personality is irrevocable, and a failure to make such an election shall be final. 

Where such an election is made the Register and the certificate of registration shall that fact.  The word 'Incorporated' shall be contained at the end of the name of the limited partnership.

For the avoidance of doubt a limited partnership with legal personality is a body corporate.