Gibraltar announces a new legislative framework for Limited Partnerships, a key development of the jurisdiction’s funds legislation

Insights / / Gibraltar

The Gibraltar Government has today announced the publishing of the Limited Partnerships Bill and Protected Cell Limited Partnerships Bill; key aspects in the modernisation and development of the jurisdiction's fund sector.

The new Limited Partnerships Bill (LPB) will repeal the historical Limited Partnerships Act 1927 and sets out the framework for, amongst other things:

  • the representation of partnership interests of limited partnerships in the form of shares, bonds, notes or other debt securities and instruments;
  • permitting limited partners to take a more active role in the management of the limited partnership without forfeiting their limited liability; and
  • the election by the general partner of a limited partnership as to whether or not the limited partnership is to have legal personality.

The Protected Cell Limited Partnership (PCLP) Bill permits fund limited partnerships to establish one or more cells for the purpose of protecting and segregating cellular assets from non-cellular assets. This has been developed from the protected cell legislation that was introduced in Gibraltar in 2001 and keeps each cell separate and separately identifiable from other cells.

The legislation will support Gibraltar’s flagship fund product, the Experienced Investor Fund (EIF) regime, which is a versatile way of setting up a fully regulated fund, structured as a company, protected cell company, unit trust or limited partnership.

A key element of the EIF regime is the authorisation process, which may be via a notification or prior approval process. Electing the notification process means there is no regulatory pre-approval necessary for launch and therefore a fund can be launched as quickly as required.

Heather Adamson

Heather Adamson Head of Fiduciary