BVI Limited Partnership

Limited Partnership in the British Virgin Islands

The Partnership Act of 1996 introduced legislation on Limited Partnerships and modernized the BVI Law of Partnership embodied in legislation mirroring English Law under the Partnership Act of 1890.

Formation of a limited partnership is normally carried out by a registered agent (it is obligatory to nominate one on formation in any event). The agent files the Memorandum and Articles of Association with the Registrar of Limited Partnerships, who issues a Certificate of Limited Partnership; the partnership then exists; but if there is no certificate, the partnership will be deemed to be a general partnership.

Two new legal entities are given recognition under the 1996 Act:

• Local Limited Partnerships
• International Limited Partnerships

An International Partnership is not allowed to carry on business with persons resident in the BVI or to own an interest in real estate (other than as a lessees) in the BVI. An International Limited Partnership is exempt from all BVI income, capital, and stamp taxes.

We supply expert advice in navigating BVI legal and business systems helping you set up in British Virgin Islands Ireland. If you have an idea for a business, we can also assist you in start-up your new business directly in the BVI from the ground up. As with International Business Companies, an International Limited Partnership is not allowed to carry on business with persons resident in the BVI, nor own property or an interest in real estate in the BVI (although leases are acceptable), but is exempt from all BVI income, capital and stamp taxes.

Local Limited Partnerships are not subject to the same restrictions listed above, although they are liable for domestic BVI taxes. Limited Partnerships can be utilised for a variety of purposes including: asset protection (sometimes in conjunction with an Asset Protection Trust), establishment of a family Limited Partnership (for succession planning), general investment & real estate holding, joint venture businesses, establishment of a mutual fund vehicle, or use as a pass-through entity for tax treatment (fiscally transparent).

The personal liability of partners in a general partnership presents significant risks to the partners. This risk can be minimized to some extent by inclusion in the partnership of a corporate partner, which may own the physical assets of the firm. However, the partners will remain at risk for liabilities in excess of the value of the assets held in the name of the corporate partner. The Act allows these risks to be effectively limited by the establishment of the firm as a limited partnership.

A limited partnership must be formed by two or more persons, who may be natural persons, companies, trusts, other partnerships (general or limited) or any other individual or entity in its own or any representative capacity. It must have one or more general partners and one or more limited partners, and may be either a local limited partnership or an international limited partnership. A company with limited or without limited liability may be a general partner or a limited partner of a limited partnership. Limited partnerships may carry on any business save banking business, trust business, insurance business or any other business prohibited by its constitutional documents. International limited partnerships may not carry on business with persons resident in the BVI, nor may they own interests in land in the BVI save for business leases.

Features of the BVI Limited Partnership legislation include:

• Contribution of the Limited Partners can be in cash, property, or services.
• A person may be both a General Partner and a Limited Partner in the same partnership at the time.
• The Limited Partners can in the articles of partnership establish rights of priority inter se (for instance for return of
• contributions, distributions and so on).
• The Limited Partners interest in the partnership can be assigned, unless otherwise provided for the articles of partnership.
• There are no minimum capital requirements or debt/equity ratios for partnerships formed under BVI Law.
• Certificates of Good Standing for Limited Partnerships can be issued by the Registrar upon request.

The rights and limitations of limited partnerships under the Act mirror those of the International Business Company; however the Act distinguishes between local and international partnerships - local partnerships may transact local business but are not tax-exempt, while international partnerships are tax-exempt but barred from local business.

The BVI limited partnership legislation was designed to facilitate the use of such vehicles in investment and mutual funds. As is usual in limited partnerships, there are one or more general partners with unlimited liability and management responsibility, while limited partners are liable only to the extent of their capital contributions, and their identity does not need to be disclosed. It is possible for the same person to be both a general and a limited partner in the same partnership. A limited partner's interest in the partnership is assignable. There are no minimum capital requirements or prescribed debt:equity ratios.

Unlike IBCs, Limited Partnerships are generally customized to suit the preferences of the involved parties in advance, in particular the respective profit and distribution entitlements of the General and Limited Partners, and the contribution requirements and respective roles and functions of the same. Coddan will work with the prospective partners and their counsel to outline the specifications of the partnership structure, and will handle the filing of the corresponding Articles of Partnership. Once the documents have been finalized and approved by all parties involved, the Limited Partnership can be formed within a day.

BVI Limited Partnership: Legal Requirements

• The only members of the limited partnership are the partners: no other type of membership is allowed
• A limited partnership must exist for business purposes: it is a for-profit legal form
• At minimum, one limited partner must be appointed
• At minimum, one general partner must be appointed
• The partnership must have, at minimum, two members
• The company is required to have a registered office address in the British Virgin Islands
• Partners may be individuals or corporate bodies
• Partners can be of any nationality
• A Limited Partnership can hold property
• Members may be resident outside of the British Virgin Islands
• A partnership is not a separate tax entity from its owners
• There is no minimum authorised capital amount

For incorporation of new company in BVI, we will require to receive the following due diligence information and documents. Kindly note we should be in receipt of these documents before we will be able to proceed with the incorporation:

• Scanned copy of passport for each company Director, Secretary, Shareholder and Beneficiary Owner
• Duly completed, signed and witnessed declaration of the beneficiary owner of the company. Can be delivered to us as a scanned copy together with the scanned passport copies.

In a BVI limited partnership, general partners are jointly liable for the debts and liabilities of the firm as well as for the wrongful acts of other partners during the course of the firm’s business and for contractual obligations arising between partners and third parties during the course of business. In a limited partnership, a limited partner is not liable for the obligations of the limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business of the partnership. In the latter case he shall be liable as a general partner to those persons who transact business with the limited partnership believing the limited partner to be a general partner.

Dissolution of a BVI limited partnership will take effect on the expiration of any term for which the partnership was fixed or the termination of the purpose for formation of the partnership, by notice given by any partner, by the death or bankruptcy of any of the partners, illegality of the business purpose of the partnership, or by court order on the application of any partner on the grounds that a partner has become of unsound mind or otherwise incapable of performing his part of the partnership contract, breach of agreement by another partner, that the partnership business can only be carried on at a loss, or on the grounds that it would be just and equitable for the partnership to be dissolved.

BVI Limited Partnership Formation Packages

BVI companies are one of the best offshore structures on the market at present and BVI offshore company formation process is very straight forward. We can offer you BVI shelf companies list to choose from or set-up a BVI company in one working day. Coddan offers three packages of BVI Limited Partnership Formation, cut out to your needs:

Economy Package - £995.00

The Economy Limited Partnership package includes:

• The registration of your British Virgin Islands' Limited Partnership within 2 to 5 working days. After the incorporation please allow us 4-5 business days to receive original documents from the BVI Registrar of Companies.
• Partnership name availability, confirmation, and reservation
• The payment of initiation fees
• The payment of the first year's registration fees
• The appointment of your own candidates to the roles of limited partner and general partner
• The registration of your US$10,000 authorized capital divided into 50,000 units valued at US$1.00 each (a minimum of one unit must be issued)
• The preparation and submission of the Partnership Agreement of your partnership
• A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
• The first year\'s fees for a local registered office address and a local registered agent

The following documents will be sent to you via courier:

• The original Certificate of Partnership
• A bound copy of the Partnership Agreement of your partnership
• The Minutes of the First Meeting of the Partners
• A completed Register of Members
• Membership Certificates
• A partnership seal

Order BVI Economy Limited Partnership: Economy Formation Package - £995.00

Premier Package - £1172.00

The Premier Limited Partnership package includes:

• The registration of your British Virgin Islands' Limited Partnership within 2 to 5 working days. After the incorporation please allow us 4-5 business days to receive original documents from the BVI Registrar of Companies.
• Partnership name availability, confirmation, and reservation
• The payment of initiation fees
• The payment of the first year's registration fees
• The appointment of your own candidate(s) to the role general partner
• The appointment of a nominee limited partner
• The first year's fees for a nominee limited partner
• The registration of your US$10,000 authorized capital divided into 50,000 units valued at US$1.00 each (a minimum of one unit must be issued)
• The preparation and submission of the Partnership Agreement of your partnership
• A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
• The first year's fees for a local registered office address and a local registered agent

The following documents will be sent to you via courier:

• The original Certificate of Partnership
• A bound copy of the Partnership Agreement of your partnership
• The Minutes of the First Meeting of the Partners
• A completed Register of Members
• Membership Certificates
• A partnership seal
• A pre-signed, undated letter of resignation from the nominee limited partner
• A general power of attorney signed by the nominee limited partner
• An indemnity letter for the power of attorney
• A nominee agreement which provides for the indemnification of the nominee limited partner

Order BVI Premier Limited Partnership: Premier Formation Package - £1172.00

Deluxe Package - £1425.00

The Deluxe Limited Partnership package includes:

• The registration of your British Virgin Islands' Limited Partnership within 2 to 5 working days. After the incorporation please allow us 4-5 business days to receive original documents from the BVI Registrar of Companies.
• Partnership name availability, confirmation, and reservation
• The payment of initiation fees
• The payment of the first year's registration fees
• The appointment of a nominee limited partner
• The first year's fees for a nominee limited partner
• The appointment of a nominee general partner
• The first year's fees for a nominee general partner
• The registration of your US$10,000 authorized capital divided into 50,000 units valued at US$1.00 each (a minimum of one unit must be issued)
• The preparation and submission of the Partnership Agreement of your partnership
• A local registered office address and a local registered agent (both of which are statutory requirements in the British Virgin Islands)
• The first year's fees for a local registered office address and a local registered agent

The following documents will be sent to you via courier:

• The original Certificate of Partnership
• A bound copy of the Partnership Agreement of your partnership
• The Minutes of the First Meeting of the Partners
• A completed Register of Members
• Membership Certificates
• A partnership seal
• A pre-signed, undated letter of resignation from the nominee partners
• A general power of attorney signed by the nominee limited partner
• An indemnity letter for the power of attorney
• A nominee agreement which provides for the indemnification of the nominee partners
• A declaration of trust from the nominee partners

Order BVI Deluxe Limited Partnership: Deluxe Formation Package - £1425.00

Please contact us for more information. If you have any queries, please call us during business hours and speak to one of our highly trained incorporation specialists. You can call us by phone 800-081-1510 or + 44 (0) 207.935.5171, or make an initial consultation request.