Amendments to the BVI Limited Partnership Act, 2017

Clients should be aware of widespread amendments to the BVI Limited Partnership regime announced 10 December 2024. Some changes are already effective, others are anticipated to come into effect on or after 2 January 2025.

The practical effect of these changes will be to mirror the level of information required to be held and/or filed for corporate entities (under the recent BVI Business Companies Act amendments). The key changes to the law will include the following:

Any amendment to the limited partnership agreement must be filed with the registered agent within 15 days of the amendment.

• The registered agent must keep a copy of the full register of general partners.

• The current general partners for all LPs must be filed with the Registry of Corporate Affairs.

• This register will only be accessible by the registered agent, competent authorities and law enforcement only.

• Names of general partners will be available publicly on payment of a fee (as is the case with the directors of BVI companies).

• The registered agent must keep a copy of the full register of limited partners.

• The details of all current Limited Partners need to be filed Registry - funds registered under the Securities and Investment Business Act are exempt.

• This register will only be accessible by the registered agent, competent authorities and law enforcement only.

• All beneficial owners holding a 10% interest or more, or able to exercise control over the LP will need to be identified and their details filed with the Registrar.

• Those with a 25% interest will be accessible at the registry later on in 2025, subject to a legitimate interest filter (full consultation will happen in early 2025).

• Exemption for SIBA registered funds, but they need to file details of the BVI licensed person who holds the beneficial ownership information and can make it available within 24 hours.

For new LP registrations registers of general and limited partners will need to be filed within 30 days of registration. We expect the registration of beneficial owner information to become effective from 2 January 2025.

Existing LPs will have 6 months from the effective date(s) to arrange their required filings.

1. Automatic re-registration – the transition period for existing LPs to re-register under the LP Act reduced to 7 years (from 10 years). Existing LPs that have not made an application to re-register will be automatically re-registered at the end of this period.

2. LPs which are struck off will be automatically de-registered on the same date (similar to the recent changes for companies). Existing struck off LPs will be automatically de-registered within 6 months of the effective date unless they restore with the Registrar under the current process (effective date not yet announced). Like the company regime, following strike off and de-registration, restoration can be arranged via the Registrar (once certain conditions are met) or by the Court.

3. Continuation Out – similar to a company, LPs will now be required to advertise their notice of intention to continue out in the Gazette and to notify the LPs and creditors of this intention. In addition, the LP will be required to declare to the Registrar that these notification requirements have been complied with in addition to other declarations that there are no pending legal proceedings, no pending requests for information etc.

We’ll keep you informed on timing and the practical implications as they develop, in the meantime if you have any questions please reach out to a member of our global team.