Limited Liability Partnerships - Legal Person
These guidance notes do not constitute legal advice and should not be relied upon as such. The interpretation of legislation is a matter on which the Guernsey Registry cannot advise and entities/individuals need to form their own independent view on compliance with the legislation. Legal advice should be obtained where there is any uncertainty.
A Limited Liability Partnership ("LLP") combines certain features of a traditional partnership with the benefits for its members of limited liability, by virtue of being a body corporate with a legal personality separate from its members. An LLP may be incorporated in Guernsey to carry on any lawful business with a view to profit, or any other lawful activity.
As a body corporate with separate legal personality, an LLP's existence, rights and obligations are separate from, and unaffected by, a change in its members.
Every LLP incorporated in Guernsey must have at least two members. A member can be a natural person or a body corporate.
Every LLP must have a written members agreement which sets out the affairs and conduct of the LLP. It is binding on the LLP and its members and sets out their mutual rights and duties.
Members are not liable for any debt of the LLP, or any other member of the LLP, by virtue solely of their membership of the LLP. Any liability of a member is limited to the amount set out in the members agreement.
Subject to some limited exceptions, every Guernsey LLP must have a Resident Agent who is an individual member resident in Guernsey or who is a Guernsey Corporate Service Provider.
The legal framework for establishing and operating LLPs is set out in the Limited Liability Partnerships (Guernsey) Law, 2013.
In each calendar year before the 30th June every LLP registered before 1st May shall complete and deliver an annual validation containing information current on the 31st May to the Registrar.
