Legal developments in Jersey - new LLC law (not yet in force) and revised LLP law

Limited Liability Companies (Jersey) Law 2018

Jersey has introduced a new LLC form which, like a Jersey LLP, has separate legal personality but no corporate personality. LLCs are common in the US and the new vehicle is apparently intended to attract US business, investors and fund managers to a familiar vehicle. The Limited Liability Companies (Jersey) Law 2018 - which is not yet in force but is expected to come into force during 2019 - is available at: https://www.jerseylaw.je/laws/enacted/Pages/L-32-2018.aspx

Limited Liability Partnerships (Jersey) Law 2017

Jersey has also revised its LLP legislation (previously the Limited Liability Partnerships (Jersey) Law 1997 (https://www.jerseylaw.je/laws/revised/Pages/13.475.aspx#_Toc466280384), which provided impetus for the UK itself to introduce LLPs in 2000). All existing Jersey LLPs are now governed by the Limited Liability Partnerships (Jersey) Law 2017 (which came into force in August 2018). The revisions include:

  • removing the requirement that members must contribute skill and effort to the business (so it is clear that an LLP can be used as an investment vehicle) and replacing it with a requirement that members must contribute either skill and effort or capital;
  • allowing assignment of a member's interest (if permitted by the LLP agreement);
  • replacing the requirement to have at least two designated members who have additional responsibilities in relation to statutory filing requirements with a requirement to have an LLP secretary.  

The Limited Liability Partnerships (Jersey) Law 2017 is available at: https://www.jerseylaw.je/laws/enacted/Pages/L-02-2017.aspx

There are also new LLP Regulations concerning dissolution and insolvency at: https://www.jerseylaw.je/laws/enacted/Pages/RO-076-2018.aspx

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Second Annual Conference of the Partnership, LLP and LLC Law Forum 10 January 2019

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