Seychelles Limited Partnerships

The Limited Partnership Act, 2003 makes provision for the creation of Seychelles limited partnerships (LPs). The LP facilitates tax planning opportunities, in that it may receive income from sources outside of Seychelles and distribute such income to foreign partners without incurring a Seychelles tax liability. A Seychelles LP will often be an attractive entity to enable international joint venture activities as well as for mutual fund purposes.

  • LPs are required to have one or more "general partners" and one or more "limited partners"
  • The general partner(s) are responsible for the administering and managing of an LP. For example, the general partner will generally be responsible for the signing of letters, contracts, deeds and other documents on behalf of the LP
  • General partners shall be liable for any debts and obligations of an LP if the liabilities exceed the assets of the LP
  • At least one general partner shall be a Seychelles entity (which may be a Seychelles IBC or domestic company or CSL or another Seychelles LP)
  • Limited partners are shall not be liable for LP debts, except in certain very limited cases
  • A general partner may also take an interest as a limited partner
  • Statement of Particulars is required to be filed with the Registry to register the LP (which discloses the names / address of the general partner(s) but does not disclose the names of the limited partner(s)). The Partnership Agreement is not filed at the Registry
  • A Seychelles registered office is required
  • An LP shall not carry on business in Seychelles, except to the extent necessary for the carrying on of the LP's business outside of Seychelles
  • An LP is exempt from all Seychelles tax or duty on income or profits of the LP
  • An LP is exempt from Seychelles stamp duty in respect of: (i) transfers of partnership assets; (ii) transactions in respect of partnership contributions, debt obligations and other securities of an LP; and (iii) all other transactions relating to the business of an LP
  • The above exemptions are guaranteed for 20 years from registration of an LP and shall continue in force thereafter unless otherwise provided for by written law.

 

 

 

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