Seychelles Limited Partnerships

About

Historically Limited Partnerships dates back with the 3rd century BC. It is presumed that in this time in Roman Empire Limited Partnerships where vehicles formed similar to today’s corporations, but with the requirement for one or more partners with unlimited liability. Today Limited Partnership is well defined and by definition is a relationship between one or more general partners and one or more limited partners engaging to conduct a business jointly with a common goal to make a profit.

Under the Limited Partnerships Act, 2003, Limited Partnerships are formed in order to carry out business outside Seychelles. Exception exists only as far as when business must be conducted in Seychelles, necessary for the carrying on of the business of limited partnerships outside the Seychelles.

Limited Partnerships (Amendment) Act, 2011

Key changes:
• A limited partner of the limited partnership may be a person resident in Seychelles or outside of Seychelles
• The general partner of a limited partnership must keep proper accounting records. They must be kept at the registered office or any other place he deems fit. Failure to do so will result to a penalty fee
• A general partner may at any time deregister a limited partnership by filing a written notice with the Registrar.
• At least one of the general partners of a limited partnership must be an IBC under the IBC Act or a company issued with a special license under the Companies (Special License) Act

Is Seychelles Limited Partnership the right choice for you?

Seychelles Limited Partnership is a vehicle that is very suitable for Mutual Fund or Hedge Fund structuring. Seychelles Limited Partnership allows to sell limited interest shares, hence these are usually sold in funds to investors, this way the investors become limited partners and own % of the fund. Meanwhile International Business Company is just a standard entity that has directors and shareholders.

Main Limited Partnership features are:
• To have at least one general partner, who would be liable for any debts
• To have at least one general partner, who would be resident, an IBC, domestic company, CSL or Limited Partnership
• Required to have registered office in Seychelles
• All Limited Partnerships statements and registers filled with the Registrar are available for public inspection

Main International Business Company features are:
• Requirement to have only one director and shareholder
• Neither director, nor shareholder, nor any other offices need to be residents in the Seychelles and there is no stipulation to their nationality
• No minimum capital requirement and shares can be registered and issued in any currency
• IBC is not required to be audited
• Shareholder, director meeting does not have to be held in Seychelles, can as well be telephone held
• Only Certificate of Incorporation and Memorandum and Articles of Association are available for public inspection, if no other filing is done

Some main uses of the Seychelles Limited Partnership are:
• Seychelles Limited Partnership main uses are international tax planning, asset protection, vehicle for private equity and venture structures and vehicle for Mutual Funds worldwide.
• Mostly Seychelles Limited partnership is, in simple words, a vehicle highly suitable for international joint venture activities.
• Seychelles Limited Partnership is suitable for investors that want to participate in partnership with a fixed monetary amount and enjoy fully the benefit of limited liability, in the same time not needing to have a role in management of the partnerships affairs.

Some main tax advantages of the Seychelles Limited Partnership are:
• Exempt from all Seychelles tax
• Exempt from all Seychelles duty on income or profits
• Exempt from stamp duty on property transfers, share transfers and any other business transactions
• Exempt from trades tax that would occur upon furniture and/or equipment imported into Seychelles for office use by the Limited Partnership
• Exempt as an employer to make any payments under the Social Security Act.
• Exempt from tax or duty, in cases if any payments are made by the Limited Partnership to Seychelles non-residents, and further exempt on all capital gains and all its interest if it is held by a non-resident.
• Further, under The Limited Partnerships Act, 2003, all tax exemptions are guaranteed for twenty years and shall continue in force thereafter unless a written law provides otherwise.

The Limited and General Partners

From the Guidelines to the Limited Partnerships Act, 2003

“The limited partners shall not be liable to any debts and obligations exceeding the assets of the Limited Partnership. A limited partner shall not take part in the conduct of the business of the Limited Partnership.

However, the limited partner is said not to take part in the conduct of the Limited Partnership if the conduct of business falls within the meaning of the following:
• Being a contractor or an agent or employee of the Limited Partnership or of a general partner or acting as a director, officer or shareholder of a corporate general partner.
• Consulting with and advising a general partner with respect to the business of the Limited Partnership.
• Investigating, reviewing, approving or being advised as to the accounts or business affairs of the Limited Partnership or exercising and right conferred in the Limited Partnership Act, 2003.
• Acting as a surety or guarantor for the Limited Partnership either generally or in respect of specific obligations.
• Approving or disapproving an amendment to the partnership agreement; or
• Voting as a limited partner on any matter.

Nevertheless, if the limited partner takes part in the conduct of the business of the Limited Partnership with its dealings with persons who are not partners, the limited partner shall be liable in the event of the insolvency of the limited partnership for all debts and obligations of that Limited Partnership incurred during the period in which he so participates in the conduct of the business as though he were for such period a general partner.”

The General Partner

From the Guidelines to the Limited Partnerships Act, 2003

“One or more general partners shall be responsible for the administering and managing of the Limited Partnership. The general partner will be responsible for the signing on behalf of the Limited Partnership any letters, contracts, deeds instruments and documents. However, general partners shall be liable to any debts and obligations if the liabilities exceed the assets of the Limited Partnership.

Register of Limited Partnership interest
The designated general partner shall maintain at the registered office a register containing the following particulars:
• The name and address of each partner
• The amount of contribution or contributions by each partner
• The date the contribution or contributions were made by each partner
• The date of any payment representing a return of any part of the contribution of any partner
This register shall be made available for inspection and copying free of charge of any particulars to any partner upon request to do so.”

Establishment Procedures

Establishment of Limited Partnership in the Seychelles is regulated by The Limited Partnerships Act, 2003, with several substantial amendments introduced by the latest Limited Partnerships (Amendment) Act, 2011. Further registration requirements and guidelines are explained in the Guidelines to the Limited Partnerships Act, 2003. A Limited Partnership is registered under The Limited Partnerships Act, 2003, of Seychelles by a licensed trustee resident in Seychelles.

As required under The Limited Partnerships Act, 2003, Limited Partnership shall be formed by one or more general partners and one or more limited partners. And, in the same time, any general partner may take an interest as a limited partner in the same partnership. However, the partnership must be formed having at least two separate persons.

The law allows for any one or more partners of a Limited Partnership to be resident, established, domiciled, incorporated or registered. In the same time the law requires for one of the general partners to comply with the below requirements:
• If the general partner is an individual, for him/her to be resident in Seychelles
• If the general partner is a company, for it to be incorporated under the IBC Act 1994, or under the Companies Act, 1972 or registered pursuant to Part VII of the Companies Act, 1972 , or the Companies (Special Licences), Act 2003
• If the general partner is a partnership, to be formed under the Seychelles Commercial Code Act.

Under the establishment requirement, it prima facie states that a limited partnership will not be deemed limited partnership unless it will be registered in accordance with section 9(1) of The Limited Partnerships Act, 2003.

Name of the Limited Partnership
Every Limited Partnership shall have a name which shall include the words “Limited Partnership”, “L.P.” or “LP” and may include the name of any general partner or limited partner or any derivation thereof.

Purpose of the Limited Partnership
A limited partnership may be formed for any lawful purpose.

Provided that a limited partnership shall not carry on business in the Seychelles except so far as may be necessary for the carrying on of the business of that limited partnership outside the Seychelles.

Registered Office of the Limited Partnership
Every limited partnership shall have a registered office in the Seychelles for the service of process and delivery of all notices and communication

Registration procedures under section 9(1) of The Limited Partnerships Act, 2003
The registration may be effected by:
1. Paying to the Registrar the specified registration fee of US $ 200.
2. And filling with the Registrar a statement, by or on behalf of general partner containing the following particulars:
a. The name of the limited partnership
b. The general nature of the business of the partnership
c. The address in Seychelles of the registered office of the limited partnership
d. The full name and address of the designated general partner, and of any other general partner and, in the case of a corporate general partner, annexing to the Registration Statement a certificate of incorporation or registration and a certificate of good standing or similar document under the laws of the jurisdiction or incorporation or, where applicable, a certificate of good standing and a certificate of registration under Part VII of the Companies Act, 1972
e. A declaration that the limited partnership shall not carry on business in the Seychelles except so far as may be necessary for the carrying on of the business of that limited partnership outside Seychelles.

Certificate of Registration

Upon being satisfied with the application, the Registrar shall issue a Certificate of Registration specifying the date on which the registration of the Limited Partnership shall take effect. The certificate shall be conclusive evidence that all the requirements of the Limited Partnership Act 2003 in respect of the formation and registration of a Limited Partnership have been complied with.

Information to be provided by applicants

The primary information to be provided by any applicants for a Limited Partnership is laid out in the Application Forms.

We will then prepare all of the below, based on the information provided.
a. application to register the Limited Partnership
b. the Limited Partnership Agreement
c. And the Statement of Particulars

Unlike IBC`s Limited Partnerships don’t have Memorandum and Articles of Association but Limited Partnership Agreement. The Limited Partnership Agreement is a document that contains terms of the partnership as agreed between the partners. It regulates the affairs, conduct of its business, rights and obligations of the partners. The Agreement will be deemed the governing agreement by and between the partners of the Limited Partnership. Meanwhile the law governing Limited Partnerships remains The Limited Partnerships Act, 2003.

Seychelles Limited Partnership Fees

The following is an indication of the fees and other charges involved in the acceptance / establishment of Seychelles Limited Partnership, and the relevant annual running costs.

Establishment of the Limited Partnership
Includes our time for drafting and settling a new standard form Partnership Agreement and time required for standard compliance work; registration of the Seychelles Limited Partnership.
$ 400
Government Fee for registration of a Seychelles Limited Partnership. $ 200
Annual fee for the provision of Registered Office.
Retaining a Registered Office in Seychelles is mandatory for all Seychelles Limited Partnerships.
$ 600
All other services will be charged for time spent at the standard hourly rates appropriate to the relevant members of staff involved, as follows:
Directors:
Senior members of staff:
Administrative staff:

$250 per hour
$200 per hour
$100 per hour
Disbursements (telecommunications, courier delivery, copying, etc.) at cost

All fees for non-standard services, which are based on time spent and the nature and complexity of the work involved, are generally discussed and agreed with clients in advance.

TERMS OF PAYMENT. The only grounds of payment is an official invoice, issued by Fidelity Overseas Ltd. Please do not remit any payment before all order/renewal details are clarified and a detailed services invoice is issued. Unless specifically agreed otherwise, full payment is required before any services are provided.

Please do not remit any payment before your order is confirmed and accepted by us.
Payments can be made by bank wire transfer or by a credit card.
Alternative payment methods may be available - please consult with our staff.

Payments by a bank wire transfer: our bank account details will be provided along with the invoice. All remitting bank charges and any intermediary bank charges must be borne by the payer.

Payments by a credit card: a secure online payment facility is available to all our registered customers. The standard currency for payment is US dollars. Euro (SEPA) payments are accepted – please request a quote.

Payment deadlines must be met. Late payments for company renewal will result in Government fines and will require extra costs to reinstate the company in good standing. Receipt of an incomplete amount will result in no work done on the respective order, until full payment is received.

For all matters relating to fees, invoicing and payments, our “Terms and Conditions” are applicable. The “Terms & Conditions” are available for download from our website.

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Fidelity Corporate Services is a group of professional firms with offices located in
Seychelles, British Virgin Islands, Belize and Latvia

Fidelity Corporate Services (Seychelles) Ltd is licensed in Seychelles under the Seychelles International Corporate Service Providers Act, 2003 and regulated by the Financial Services Authority.

Please contact us for more information.