Limited Liability Partnerships in Guernsey

An LLP consists of a general partnership but with the benefits of limited liability for its members. 

This note briefly explains the key features and uses of LLPs under the Limited Liability Partnerships (Guernsey) Law 2013 (the “LLP Law”). 

Key features

• It is a body corporate with separate legal personality and unlimited capacity.
• It may be formed for any lawful purpose and carries on business and owns it assets in its own name.
• It must have at least two members.
• Members are not liable for the debts of the LLP, and in the ordinary course their liability is limited to the capital that they have agreed to contribute to the LLP.
• It is transparent for Guernsey tax purposes.
• It must have a written LLP agreement to govern the relationship between the members and the LLP, which agreement is private to the LLP and is binding on all members and the LLP itself.
• Members have almost total freedom to agree the ownership, operation and management of the LLP.
• The names and addresses of members of the LLP must be notified to the registrar of companies, but there is no requirement to file profit-sharing or other account details.

LLP agreement

Every LLP is required to have a written agreement which sets out the relationship between the members, which agreement shall be binding on all members and the LLP as if they had each executed it. Members have a great deal of flexibility to organise the LLP to suit their business requirements, but in the absence of express provisions the LLP Law imposes certain standard terms which may not be appropriate in the circumstances. It is therefore important to adopt a comprehensive LLP agreement that accurately reflects the intention of the parties. Carey Olsen has a standard form template LLP agreement which can be used with minimal changes for a simple LLP or can form the basis of a more bespoke agreement. 

Incorporation, records and filings

Conversions and migrations

Uses