Bermuda: Types of Company
This page was last updated on 2 August 2019.
Limited partnerships are governed by the Limited Partnership Act 1883 as amended. As is usually the case, a limited partnership must have at least one general partner, who has full liability, and one or more limited partners, whose liability is limited to their contributions and who do not take part in the management of the partnership.
A limited partnership can become exempt under the Exempted Partnerships Act 1992 in the same way as a general partnership, in which case it is subject to the same terms.
The Limited Partnership Act provides for limited partnership interests to be traded on overseas stock exchanges by permitting branch registers of limited partners to be maintained outside Bermuda. An exempt limited partnership pays an annual fee of US$2,235.
In 2005, partnership law was amended to simplify the regime for exempted and overseas partnerships. The Exempted Partnerships Amendment Act 2005 and the Overseas Partnerships Amendment Act 2005 are designed to bring administrative rules for partnerships into line with those for companies and permit more sophisticated uses for a Bermudian partnership. Key changes include the following:
- The register of limited members in a partnership will no longer be on the public file
- There is no longer a distinction between contributions in capital and kind
- The US$12,000 minimum capital requirement has been removed
- Changes in limited partners' capital no longer require notification
- Individual non-Bermudian partners no longer require authorization to act in Bermuda on behalf of their partnership.
The changes were introduced to make it easier for investment funds to use a Bermudian partnership structure, in which the general partner is often a local firm and the limited partners are high-net-worth, sophisticated investors.