Limited Partnerships

What is a limited partnership?

A Limited Partnership is a form of partnership that, under Gibraltar Law, offers a series of advantages which may be desirable in specific circumstances. The governing legislation for Gibraltar Limited Partnerships is the Limited Partnerships Act 2021 (‘the Act’). Some of the features of a Gibraltar Limited Partnership are as follows:

• A Limited Partnership offers limited liability to certain of the partners;
• A Limited Partnership is a registered form of a partnership, as required by the provisions of the Limited Partnerships Act. Once registered, a certificate of registration and a registration number can be obtained from the Registrar of Companies in Gibraltar;
• The partnership interests of limited partnerships may be represented by shares, bonds, notes, loans or other debt securities or instruments; and
• Limited partners are able to undertake a more active role in the affairs of the limited partnership without forfeiting their limited liability;

Additional features of a Gibraltar Limited Partnership

• A Gibraltar company limited by shares, by guarantee or by both may alter its status to that of Limited Partnership upon re-registration under the Act;
• The general partners of a limited partnership may elect whether or not the limited partnership is to have legal personality;
• Limited Partnerships registered under the previous Act (‘the 1927 Act’) retain legal personality unless the Limited Partners acted under s.11 of the Act, within 3 months of its commencement, to declare that the relevant Limited Partnership has ceased to have legal personality;
• The participation by Limited Partners in the management of the Limited Partnership WITHOUT losing the protection of their limited liability is, by virtue of s.18 of the Act, extended to, amongst other things, being able to provide advice to the limited partnership, carrying out control and supervisory measures, granting loans and securities, etc. This now enables Limited Partners to take a more active role in the activities of the Limited Partnership without losing the protection of their limited liability; and
• All Limited Partnerships established under the 1927 Act remain so registered under the Act following its implementation and bringing into force

For further information, view Information on Limited Partnerships (pending update as at 20 July 2022) on the Companies House Gibraltar Website

How Hassans can help

At Hassans we offer a full range of company incorporation and partnership establishment services. We are also able to assist in the drafting of partnership agreements, the full range of corporate and commercial legal services such as employment law advice, assistance with applications for a business licence, the rental or other acquisition of commercial premises and the drafting and negotiation of commercial agreements.

For all enquiries relating to Gibraltar Limited Partnerships and associated services, contact one of our team members today.