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| 1. Speedy incorporation procedures and simple ongoing administration.
2. No requirement to disclose beneficial owners; no requirement to file annual returns or financial statements; no requirement to hold annual general meetings of partners.
3. Full exemption from taxation on any business activity or transaction carried out outside B.V.I.
4. Contribution of the Limited Partner(s) can be in cash, property, or services.
5. A person may be both a General Partner and a Limited Partner in the same partnership at the time.
6. The Limited Partner(s) can in the articles of partnership establish rights of priority inter se (for instance for return of contributions, distributions and so on).
7. The Limited Partner(s) interest in the partnership can be assigned, unless otherwise provided for the articles of partnership.
8. The accounting books of the partnership may be kept at the registered office of the company or abroad.
9. There are no minimum capital requirements or debt/equity ratios for partnerships formed under BVI Law.
10. Certificates of Good Standing for Limited Partnerships can be issued by the Registrar upon request.
 +44 (0) 207.060.0382
+44 (0) 800.081.1510
 info@uk-ltd-formation.co.uk |
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- DEAR VISITORS, Welcome to Coddan online BVI Limited Partnership (BVI LP) formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the BVI jurisdiction and the powers granted to BVI partnerships. We will guide you through the process of registering your limited partnership and establishing your registered identity. Complete and submit an LP application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed partnership within three business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of the BVI Limited Partnership formation packages, offered by our company and to find above, what kind of service is included in this or that BVI partnership creation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-ltd-formation.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Dear Visitors and Our Potential Clients » Please note that we received the following advisory from the British Virgin Islands, regarding probable changes in 2005 in the BVI. Although you will note that the Government Fees on corporations increases - the upside is that there are plans to merge the legislation of onshore & offshore corporations, so all corporations will be ONSHORE hereafter. That means that IBC's, as such will no longer exist. But corporations will have NO income tax levied on profits. Corporate income tax, now levied at 15% of profits (or 1% if certain circumstances are met) will be fully abolished. Personal income tax in its current form (the "PAYE", 5-tiered tax bracket system) will be eliminated. A new Payroll Tax System will be introduced, to be fixed at 14%, whereby employers pay 8% and employees pay 6%. There will still be a tax exemption on the first $7,500 earned by employees. The annual Government License Fee payable by IBCs will be increased by 20% (i.e. $60 for companies paying $300 now, and $200 for companies paying $1,000 now, so that the new License fees will be $360 and $1,200, respectively).
 British Virgin Islands Limited Partnership Formations
Economy BVI Limited Partnership Formation Package - £960.00. All our Limited Partnerships are general trading partnerships which include Certificate of Incorporation & Partnership Agreement, BVI Registered Agent and registered Address services. Fast 2-5 days incorporation service which enables you to appoint Limited Partnership' members details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you via DHL. The following upgrades can be added to the above package: Pliers Seals, domain name registration for two years with 12 months web hosting. Apostilled Certificate of Incorporation and Apostilled Certificate of Good Standing. Select the company formation package from the banner at the top of this web-page (our incorporation form allows you to add more services than a form ad) that meets your requirements and contact our team of advisors on + 44 (0) 207.060.0382 (or 0.800.081.1510) or complete the enquiry form.
The recently enacted British Virgin Islands Partnership Act of 1996 has modernised legislation governing partnerships in the BVI. Two new legal entities are given recognition under the 1996 Act: International Limited Partnerships and Local Limited Partnerships. The 1996 Act provides for modern rules determining (i) the existence of a partnership, (ii) a partner's power to bind the partnership firm, (iii) the rights and duties in relation to the partnership and (iv) procedures for dissolution of the partnership and the rights and obligations thereunder.
As with International Business Companies, an International Limited Partnership is not allowed to carry on business with persons resident in the BVI, nor own property or an interest in real estate in the BVI (although leases are acceptable), but is exempt from all BVI income, capital and stamp taxes. Local Limited Partnerships are not subject to the same restrictions listed above, although they are liable for domestic BVI taxes. Limited Partnerships can be utilised for a variety of purposes including: asset protection (sometimes in conjunction with an Asset Protection Trust), establishment of a family Limited Partnership (for succession planning), general investment & real estate holding, joint venture businesses, establishment of a mutual fund vehicle, or use as a pass-through entity for tax treatment (fiscally transparent).
Features of the BVI limited partnership legislation include: contribution of the Limited Partner may be in cash, property or services. A person may be both a General Partner and a Limited Partner in the same partnership, although there must be at least two different parties acting as partners. The Limited Partner interest in the partnership is assignable unless otherwise provided for in the articles of partnership. No minimum capital requirements or debt/equity ratios for BVI Limited Partnerships. Certificates of Good Standing can be issued by the Registrar upon request. The time frame for establishment of a Limited Partnership (upon finalisation of articles required by the client) is usually one day.
Unlike IBCs, Limited Partnerships are generally customized to suit the preferences of the involved parties in advance, in particular the respective profit and distribution entitlements of the General and Limited Partners, and the contribution requirements and respective roles and functions of the same.
Commercial uses. Limited Partnerships can be utilized for a variety of purposes including: asset protection, Family Limited Partnership (for succession planning), general investment holding. Specialist investment holding, such as film rights (ability for investors to utilize tax losses). Joint Venture Business Projects (ability to have different participation rights). Pass through entity for tax treatment (fiscal transparency). Professional practitioners business entity.
BVI Limited Partnerships are formed by two or more persons, of which at least one is a General Partner and one is a Limited Partner, which has one or more general partners and one or more limited partners, and a limited partnership may be either a local limited partnership or an international limited partnership. A body corporate, with or without limited liability, or a partnership may be a general partner or a limited partner of a limited partnership. The persons desiring to form a Limited Partnership must submit Articles of Limited Partnership, who then files a Memorandum of Limited Partnership with the BVI Registrar of Limited Partnerships.
The BVI Limited Partnership overcomes two perennial problems associated with traditional unLimited Partnerships, (1) mutual agency of a partnership leading to joint and severable liability between the partners and (2) unlimited liability of individual partners exposing their own wealth and personal assets to the same risks borne by the partnership assets. The BVI Limited Partnership creates a separate legal entity able to conduct business and, as with a corporation of limited liability, shield the extent of any personal liability limited partners may have to third parties or inter se.
Limited Partnerships. A Limited Partnership is a partnership formed by two or more persons, which has one or more general partners and one or more limited partners, and a Limited Partnership may be either a local Limited Partnership or an international Limited Partnership.
BVI Local Limited Partnership. A local Limited Partnership may be established under BVI Partnership Act for any object or purpose not prohibited under Partnership Act or any law for the time being in force in the Territory and subject to: the conditions, limitations, restrictions and liabilities in its memorandum and articles.
International Limited Partnership. An international Limited Partnership may be established under BVI Partnership Act for any object or purpose not prohibited under Partnership Act or under any law for the time being in force in the Territory and subject to: the conditions, limitations, restrictions and liabilities in its memorandum and articles.
Restrictions on Limited Partnership. A Limited Partnership shall not carry on banking business; trust business; the business of insurance, reinsurance, insurance agent, insurance adjuster or insurance broker or any other kind of insurance business; or the business of company management unless it is licensed or is exempt from being licensed under the Company Management Act.
An International Limited Partnership shall not be treated as carrying on business with persons resident in the Territory by reason only that: it transacts banking business in the Territory with or through a bank licensed under the Banks and Trust Companies Act; it makes or maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business within the Territory. It prepares or maintains books and records within the Territory; it holds, within the Territory, meetings of its partners; it holds a lease of property for use as an office from which to communicate with partners or where books and records of the partnership are prepared or maintained. It holds shares, debt obligations or other securities in a company incorporated under the International Business Companies Act; or any person resident in the Territory or any company registered under the BVI Companies Act or incorporated under the International Business Companies Act is one of its partners.
Notwithstanding anything to the contrary in Partnership Act and in the Company Management Act, an international Limited Partnership: may serve as a general partner of another international Limited Partnership; may hold, within the Territory, meetings of its partners, managers or advisers.
Procedure for forming a BVI Limited Partnership. Two or more persons desiring to form a Limited Partnership shall execute articles and shall submit them to the registered agent named in the articles and shall cause a memorandum to be submitted to the Registrar.
The memorandum shall include: the firm name; the objects and purposes for which the partnership is established; the address of the registered office of the partnership in the Territory; the name and address of registered agent of the partnership in the Territory. The full name of each of the general partners and their respective addresses; the term (if any) for which the partnership is to exist; a statement that the partnership is limited. A statement that every partner not named as a general partner in the memorandum is a limited partner. Such other information, if any, as the registered agent shall be instructed to include in the memorandum by the provisions of the articles.
The memorandum shall be subscribed by the registered agent named in the memorandum in the presence of another person who shall sign his name as a witness.
Certificate of Limited Partnership. Upon payment of the prescribed fee, the Registrar shall register each memorandum of partnership submitted and shall issue a certificate of Limited Partnership under his hand and seal certifying that the partnership is formed in the Territory as a local Limited Partnership or an international Limited Partnership, as the case may be. Upon the issue by the Registrar of a certificate of Limited Partnership, the partnership is, from the date shown on the certificate of Limited Partnership, a Limited Partnership under the name contained in the memorandum.
A certificate of Limited Partnership of a Limited Partnership formed under Partnership Act issued by the Registrar is prima facie evidence of compliance with all requirements of the Partnership Act with respect to the formation of a Limited Partnership. Amendment of the memorandum and articles of partnership. The memorandum and articles may be amended in such manner as may be set forth in the articles.
Where a change is made or a change occurs in or with respect to any of the details set forth in the memorandum registered with the Registrar the Limited Partnership shall cause a supplementary memorandum to be submitted to the Registrar. The Registrar shall upon payment of the prescribed fee register in the register each supplementary memorandum submitted pursuant to this section and shall issue a certificate of amendment which shall set forth particulars of the amendment.
Contribution. The contribution of a limited partner may be cash, property or services.
Name. The name of each BVI Limited Partnership formed under BVI Partnership Act shall have at its end the words "Limited Partnership" or the abbreviation "L.P."
The name of a limited partner shall not appear in the name of a Limited Partnership, unless it is also the name of a general partner; or prior to the time when the limited partner became a limited partner the business had been carried on under a name in which the name of the limited partner appeared.
A limited partner whose name appears in the name of a BVI Limited Partnership contrary to the provisions of Subsection 2 of Partnership Act is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that he is not a general partner.
No Limited Partnership shall be formed under Partnership Act under a name that: is identical with that under which a Limited Partnership in existence under Partnership Act is formed or a company is incorporated under the International Business Companies Act or registered under the Companies Act, the Limited Life Companies Act or the Business Names Registration Act or so nearly resembles the name as to be calculated to deceive, except where the partnership or company in existence gives its consent; or contains the words "Assurance", "Bank", "Chartered", "Cooperative", "Imperial", "Insurance", "Municipal", "Royal", "Trust", "Trustee" or a word or abbreviation conveying a similar meaning, or any other word or abbreviation that, in the opinion of the Registrar, suggests or is calculated to suggest. The patronage of Her Majesty or that of a member of the Royal Family; a connection with Her Majesty' s Government or a department thereof; or a connection with a municipality or other local authority or with a society or body incorporated by Royal Charter, except with the approval of the Registrar in writing.
A Limited Partnership may amend its memorandum to change its name. If a Limited Partnership formed under a name that: is identical with a name under which a Limited Partnership in existence under BVI Partnership Act is formed or under which a company in existence was incorporated under the International Business Companies Act or registered under the Companies Act, or so nearly resembles the name as to be calculated to deceive, the Registrar may, without the consent of the Limited Partnership in existence, give notice to the last registered Limited Partnership to change its name and if it fails to do so within 60 days from the date of the notice, the Registrar shall amend the memorandum to change its name to such name as the Registrar deems appropriate, and the Registrar shall publish notice of the change in the Gazette.
A change of name does not affect any right or obligation of a Limited Partnership, or render defective any legal proceedings by or against a Limited Partnership, and all legal proceedings that have been commenced against a Limited Partnership in its former name may be continued against it in its new name.
Liability of limited partner to third parties. A limited partner is not liable for the obligations of a Limited Partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the partnership business and, if the limited partner participates in the control of partnership business, he is liable only to persons who transact business with the Limited Partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.
A limited partner shall not be deemed to participate in the control of the partnership business within the meaning of subsection (1) by virtue of his possessing or, regardless of whether or not the limited partner has the rights or powers, or exercising or attempting to exercise one or more of the following rights or powers having or, regardless of whether or not the limited partner has the rights or powers, acting or attempting to act in one or more of the following capacities: to be an independent contractor for or to transact business with, including being a contractor for, or to be an agent or employee of, the Limited Partnership or a general partner, or to be a limited partner of a partnership that is a general partner of the Limited Partnership, or to be a trustee, administrator, executor, custodian or other fiduciary or beneficiary of an estate or trust which is a general partner, or to be a trustee, officer, advisor, stockholder or beneficiary of a business trust which is a general partner or to be a member, manager agent or employee of a limited liability company which is a general partner. To consult with or advise a general partner with respect to any matter, including the business of the Limited Partnership. To act as surety, guarantor or endorser for the Limited Partnership or a general partner, to guarantee or assume one or more obligations of the Limited Partnership or a general partner, to borrow money from the Limited Partnership or a general partner, to lend money to the Limited Partnership or a general partner, or to provide collateral for the Limited Partnership or a general partner. To call, request, or attend or participate at a meeting of the partners or the limited partners. To wind up a Limited Partnership pursuant to BVI Partnership Act. To take any action required or permitted by law to bring, pursue or settle or otherwise terminate a derivative action in the right of the Limited Partnership. To serve on a committee of the Limited Partnership or the limited partners or to appoint, elect or otherwise participate in the choice of a representative or another person to serve on any such committee, and to act as a member of any such committee directly or by or through any such representative or other person.
To act or cause the taking or refraining from the taking of any action, including by proposing, approving, consenting or disapproving by voting or otherwise, with respect to one or more of the following matters: the dissolution and winding up of the Limited Partnership or an election to continue the Limited Partnership or an election to continue the business of the Limited Partnership; the sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the Limited Partnership; the incurrence, renewal, refinancing or payment or other discharge of indebtedness by the Limited Partnership; a change in the nature of the business; the admission, removal or retention of a general partner; the admission, removal or retention of a limited partner; a transaction or other matter involving an actual or potential conflict of interest; an amendment to the memorandum or articles of partnership; the merger or consolidation of a Limited Partnership; the making of or calling for or the making of other determinations in connection with contributions; the indemnification of any partner or other person; or such other matters as are stated in the memorandum of partnership or in any written agreement.
To serve on the board of directors or a committee of, to consult with or advise, to be an officer, director, stockholder, partner (other than a general partner of a general partner of the Limited Partnership), member, manager, trustee, agent or employee of, or to be a fiduciary or contractor for, any person in which the Limited Partnership has an interest or any person providing management, consulting, advisory, custody or other services or products for, to or on behalf of, or otherwise having a business or other relationship with, the Limited Partnership or a general partner of the Limited Partnership; or any right or power granted or permitted to limited partners under Partnership Act and not specifically enumerated in this subsection.
The list of powers and capacities shall not be construed as exclusive or as indicating that any other powers possessed or exercised or any other capacities held or acted in by a limited partner shall be sufficient to cause the limited partner to be deemed to take part in the control of the partnership business within the meaning of Subsection 1 of Partnership Act.
Rights, powers and liabilities of a general partner. A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all the general partners have no authority to do any one or more of the following: do any act in contravention of the articles; do any act which would make it impossible to carry on the ordinary business of the partnership; enter a judgment against the partnership; possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose; admit a person as a general partner, unless the right so to do is given in the articles. Admit a person as a limited partner, unless the right so to do is given in the articles; or continue the business with partnership property on the death, retirement, bankruptcy or incapacity of a general partner, unless the right so to do is given in the articles.
Rights of a Limited Partner. A limited partner shall have the same rights as a general partner to: inspect at all times and to copy any of the partnership books; receive on demand; true and full information of all things affecting the partnership, and a formal account of partnership affairs whenever circumstances render it just and reasonable; and subject to any limitation set forth in the articles apply to the court for an order that the partnership be dissolved and wound up.
A limited partner shall have the right to receive a share of the profits or other compensation by way of income, and to the return of his contribution as provided in Sections 71 and 78 of the Partnership Act. One person both general and limited partner. A person may be a general partner and a limited partner in the same partnership at the same time. A person who is a general partner, and also at the same time a limited partner, shall have all the rights and powers and be subject to all the restrictions of a general partner, except that in respect to his contribution he shall have the rights against the other partners which he would have had if he were not also a general partner.
Liability of limited partner to partnership. A limited partner is liable to the partnership: for the difference between his contribution as actually made and that stated in the articles as having been made; and for any unpaid contribution which he agreed in the articles to make in the future at the time and on the conditions stated in the articles. A limited partner holds as trustee for the partnership: specific property stated in the articles as contributed by him but which was not contributed or which has been wrongfully returned; and money or other property wrongfully paid or conveyed to him on account of his contribution. The liabilities of a limited partner as set forth in this section can be waived or compromised only by the consent of all partners, but a waiver or compromise shall not affect the right of a creditor of a partnership who extended credit or whose claim arose before an amendment of the articles to enforce such liabilities.
Death of limited partner. On the death of a limited partner his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate and such power as the deceased had to constitute his assignee a substituted limited partner. The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner.
Books and records. A Limited Partnership formed under BVI Partnership Act shall keep such accounts and records as the partners consider necessary or desirable in order to reflect the financial position of the Limited Partnership.
BVI registered office. A Limited Partnership shall at all times have a registered office in the Territory which shall be maintained by the Limited Partnership or its registered agent. BVI registered agent. A Limited Partnership shall at all times have a registered agent in the Territory. No person shall be a registered agent of a Limited Partnership unless he is so registered pursuant to the Company Management Act, 1990 or under the Banks and Trust Companies Act except that the registered agent of a local Limited Partnership may be one of its general partners.
Documents Download »
BVI Banks And Trust Companies Act, 1990 (112Kb RTF file)
BVI Companies Act (as amended) (511Kb RTF file)
BVI Company Management Act, 1990 (88Kb RTF file)
BVI International Business Companies Act, 1984 (298Kb RTF file)
BVI Mutual Funds Act, 1996 (100Kb RTF file)
The Partnership Act, 1996 (201Kb RTF file)
Income Tax Act (220Kb RTF file)
Trustee Ordinance (210Kb RTF file)
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£ 995.00
This is one of our most popular packages with worldwide customers, and includes: -
The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The provision of a nominee limited partner for one year is also included in the price of this package (our nominee limited partner service is charged annually);
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