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Government introduces new statutory framework for Limited Partnerships - 754/2020

October 28, 2020

Her Majesty’s Government of Gibraltar (HMGoG) confirms that it will publish this week the Limited Partnerships Bill and the Protected Cell Limited Partnerships Bill as part of the modernisation of the jurisdiction’s funds legislation.

The new limited partnerships legislation will repeal the existing Limited Partnerships Act 1927 and restate and modernise the existing legislation and has also been designed to provide a framework for, amongst other things:

• the partnership interests of limited partnerships being represented by shares, bonds, notes, loans or other debt securities or instruments;
• limited partners being able to undertake a more active role in the affairs of the limited partnership without forfeiting their limited liability; and
• the general partners of a limited partnership being able to elect whether or not the limited partnership is to have legal personality.

The Protected Cell Limited Partnerships Bill allows fund limited partnerships to create one or more cells for the purpose of protecting and segregating cellular assets from non-cellular assets and keep each cell separate and separately identifiable from other cells. This legislation has been based on the protected cell company legislation that was first introduced in Gibraltar in 2001.

Government has been working closely with the Gibraltar Funds and Investment Association (GFIA) in reviewing and updating funds legislation in Gibraltar and as part of this work, Government instructed a leading expert in the United Kingdom to support us in the development of this legislation. Gibraltar Finance’s Tim Haynes worked with leading experts Diala Minott (Paul Hastings LLP) in London and Jonathan Garcia (ISOLAS) in Gibraltar as Head of the Technical Committee at GFIA together with Julian Sacarello at the GFSC over many months to make this legislation a reality.

Minister for Digital and Financial Services, Albert Isola, said: “In Gibraltar, we have always prided ourselves in our ability to work in partnership with the private sector to create modern, robust legislation that best serves the financial services industry, putting Gibraltar at the forefront of legal innovation. This is of increasing importance as we continue to enhance our appeal to the global funds industry. I am most grateful to Jonathan Garcia and the Executive Committee of GFIA for their ever-constructive engagement with Government and Diala Minott, for her expert and incisive work in this process. We will continue to work with Jay Gomez (Triay & Triay) and James Lasry (Hassans) on all matters GFIA for the benefit of this important sector of our community”.