Formation and Establishment
Any two or more persons can form a limited partnership, but a limited partnership must consist of one or more persons who are general partners and one or more persons who are limited partners.
A body corporate may be a general or a limited partner and a person may be a general partner as well as a limited partner at the same time in the same limited partnership.
Any of the general partners of a limited partnership or a person acting on their behalf may on delivering to the Registrar of Limited Partnerships a declaration of the formation of the limited partnership and on payment of the prescribed registration fee apply for the registration of the declaration.
An association of persons will not be a limited partnership until the Registrar of Limited Partnerships has issued a certificate in respect of the above mentioned declaration.
The name of a limited partnership must end with the words “Limited Partnership” or the abbreviation “L.P.”
A limited partnership may use any name provided that the name chosen is not considered misleading or otherwise undesirable by the Registrar of Limited Partnerships and does not contain the name of any limited partner who is not also a general partner.
Every limited partnership must have an office for service in the Federation.
Except as otherwise provided in the Limited Partnerships Act, legal proceedings by or against a limited partnership may only be instituted by or against any one or more of the general partners and no limited partner may be a party to or named in such proceedings.
The general partners of every limited partnership must keep accounting records which are sufficient to show and explain their transactions in respect of the limited partnership and are such as to disclose with reasonable accuracy at any time the financial position of the limited partnership.
Unless the partnership agreement otherwise provides, it is not necessary for the general partners of a limited partnership to appoint an auditor to audit their accounts in respect of the limited partnership.
A limited partnership can not be dissolved by an act of the partners until a statement of dissolution signed by one of them has been delivered to the Registrar of Limited Partnerships.
A limited partnership must be dissolved if there are no general partners, but if the limited partners elect one or more general partners, then its activities may be taken over and continued as provided for in the partnership agreement or a subsequent agreement.
The Court has the power to order the dissolution of a limited partnership if the Court is of the opinion that it is just and equitable that the limited partnership should be dissolved.
In the event of the dissolution of a limited partnership its affairs are wound up by the general partners or, if there are no general partners, in such manner as the Court may direct.
Tax and Other Exemptions
A limited partnership is not itself a subject for assessment to any tax in the Federation and the partners of a limited partnership are exempt from all income, capital gains and withholding taxes which may arise out of their interest in the limited partnership if the general partners of the limited partnership are in respect of it effecting transactions exclusively with persons who are not resident in the Federation.
A limited partnership is called an exempt limited partnership if its partners qualify for the tax exemption mentioned above. An ordinary limited partnership is a limited partnership which is not an exempt limited partnership.
No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by any person with regard to any property owned by, or securities issued or created in respect of, an exempt limited partnership.
No stamp duties are payable by any person with regard to any transaction in securities issued or created in respect of an exempt limited partnership.
We strongly recommend that Clients should seek professional advice from a reputable lawyer specialised in International Tax Planning or from one of the leading international firms of chartered or certified public accountants before acquiring any offshore structure or entity. Clients should specifically ensure that their professional advisers inform them about all restrictions and reporting requirements which will apply to them once they have acquired any offshore structure or entity.