Snapshot: Jersey limited partnerships for joint venture structures

Jersey limited partnerships are frequently chosen as vehicles for joint ventures - and for good reason.

Their popularity stems from a combination of legal versatility, commercial flexibility and confidentiality, coupled with tax neutrality and limited liability. 

Jersey limited partnerships (Jersey LPs) are particularly well suited to joint venture structures across a range of sectors including infrastructure projects, real estate developments, private equity funds and venture capital investments. This is because they offer attractive features such as customised partnership agreements, investor protection, ease of operation and quick set up. 

This article outlines the advantages of Jersey LPs and highlights how these translate into practical benefits for joint venture partners. 

Flexible structure 

Customised partnership agreements

Jersey LPs allow parties to freely negotiate and draft the partnership agreement to suit their commercial arrangements, including in relation to:  

• reserved matters 

• profit-sharing  

• business plans 

• funding obligations  

• deadlock provisions 

Contributions

Provided every partner contributes something to the partnership, be it either services, assets or money, then a partnership is validly created as a matter of Jersey law.  An initial limited partner could seed the partnership with as little as £1 at the outset. 

Governance and liability 

Limited partners’ protection

Limited partners are only liable up to the amount they have agreed to contribute to the partnership and are protected from further liabilities, provided they do not participate in the day-to-day management of the Jersey LP. 

General partner liability

A Jersey LP is managed by its general partner, typically a corporate entity, which has unlimited liability for the debts of the Jersey LP.  The general partner runs the joint venture, providing clear separation of management versus investment. 

Safe harbours

To assist with the operation of a Jersey LP from a joint venture perspective, there are some key safe harbours enshrined in Jersey law. These include allowing limited partners to:  

• vote on certain matters, as set out in the partnership agreement 

• consult with and advise the general partner with respect to the activities of the limited partnership 

• act as a director or shareholder of the general partner  

• appoint or act as a member of a board or committee (such as an investment or advisory committee) of the limited partnership, without affecting their limited liability status   

This is important as often joint venture parties will want to have board representation to ensure the joint venture terms are observed, allowing them to have a degree of control over management, while not participating in the management.  

Tax neutrality 

Pass-through tax treatment

Jersey LPs themselves are not subject to taxation in Jersey on partnership income (other than Jersey source income not arising from holding investments in Jersey property). Instead, profits and losses "flow through" to the partners, who are taxed in their own jurisdictions. 

International recognition

The tax transparency of Jersey LPs is widely recognised and respected in cross-border transactions. 

Confidentiality 

The names of limited partners are not listed on public registers, ensuring privacy for joint venture investors. 

Ease of establishment and operation 

Jersey LPs can be set up swiftly and efficiently, subject to AML / KYC requirements. This is beneficial as joint venture terms can sometimes take weeks to negotiate, but with a Jersey LP, the legal vehicle can be set up quickly, once those terms are agreed and parties are ready to execute. 

Regulatory environment 

Modern legal framework

Jersey’s partnership law is up to date having been recently revised to respond to commercial needs, including enhanced safe harbours. Read more about the amendments to the Limited Partnerships (Jersey) law. 

Stable jurisdiction

Jersey is recognised as an established and reputable international finance centre with robust regulation and a favourable business environment. 

Summary 

Jersey LPs are commonly used to pool assets and manage joint investments and offer a combination of legal, tax and practical advantages that make them highly attractive and effective for joint ventures. 

They offer a flexible platform for business collaboration and provide joint venture partners, particularly from multiple jurisdictions, an efficient way to accommodate their commercial arrangements, governance preferences and risk appetite. 

If you would like tailored guidance on structuring a joint venture through a Jersey limited partnership, please get in contact.

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice