Limited Partnership and Protected Cell Limited Partnership Legislation Comes into Effect Image

Limited Partnership and Protected Cell Limited Partnership Legislation Comes into Effect

26 November 2021

The Limited Partnerships Act 2021 and the Protected Cell Limited Partnerships Act 2021 have both commenced in Gibraltar, after much consultation and liaising between the Gibraltar Financial Services Commission (GFSC) and the Gibraltar Funds and Investments Association (GFIA).

The Limited Partnership Act 2021, repealing the Limited Partnership Act 1927, updates the legislation for businesses to allow limited partnerships to have:

  • their partnership interests being represented by shares, bonds, notes, loans or other debt securities or instruments.
  • their limited partners being able to undertake a more active role in the affairs of the limited partnership without forfeiting their limited liability.
  • their general partners being able to elect whether or not the limited partnership is to have legal personality.
  • their respective partners’ voting rights to be in proportion to their interest, unless agreed otherwise.

The Protected Cell Limited Partnerships Act 2021, on the other hand, introduced elements from the Protected Cell Companies Act 2001, to allow limited partnerships to separate some or all of their assets into a cell or into several segregated cells. This has great implications for funds, which can benefit from creating subfunds with separate investment strategies, all protected from each other.

Minister for Digital and Financial Services, Albert Isola, made the statement that “It is wonderful to see these innovative new pieces of legislation come into effect in Gibraltar. Having undergone a robust review process, the legislation highlights Gibraltar’s status as a competitive, modern jurisdiction. We pride ourselves on our ability to work collaboratively with the private sector, ensuring that legal developments work productively in tandem with our financial services industry. This is of increasing importance as we continue to enhance our appeal to the global funds industry. Our continuous drive to adapt has long helped Gibraltar attract new businesses, and this legislation is the latest example of us acting as a modern legal powerhouse.”


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