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New limited partnership framework

21.12.2020 | News
New Limited Partnership Framework Keeps Gibraltar at the Forefront of Legal Innovation

On October 28th, HM Government of Gibraltar has published two bills which set out to modernise the jurisdiction’s fund legislation, shaking up what has gone before.

The Limited Partnerships Bill and the Protected Cell Limited Partnerships Bill show that Gibraltar continues to “create modern, robust legislation that best serves the financial services industry, putting Gibraltar at the forefront of legal innovation” according to the Minister for Digital and Financial Services, Albert Isola.

Minister Isola went on to say that it “is of increasing importance as we continue to enhance our appeal to the global funds industry.”

Over the last few months, the Government has been working alongside the team at the Gibraltar Funds and Investment Association including, its Chairman Jay Gomez of Triay & Triay, among others, to review and update funds legislation to modernise and keep Gibraltar competitive going forward.

What will the new legislation mean?

The new limited partnerships legislation will include the repeal of the Limited Partnerships Act 1927 and restate and modernise existing legislation with a view 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 partnerships 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 is based on the existing protected cell company legislation that was first introduced in Gibraltar in 2001. It will allow 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.

Going Forward

If you would like more information on how the proposed legislation may affect you please get in touch with the Financial Services team at Triay & Triay who will be happy to walk you through what this means for you and your business.


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