Seychelles Limited Partnerships

The Limited Partnership Act 2003 (the "Act") 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 is an attractive entity to enable international joint venture activities as well as for mutual fund and private equity purposes.

  • LPs are required to have one or more "general partners" and one or more "limited partners".
  • An LP is not an entity with separate legal personality, and cannot own property in its own right. The property of an LP is held by the general partner, or where there is more than one general partner, by the general partners jointly.
  • The general partner(s) is responsible for the administration and management of an LP. For example, the general partner will be responsible for the signing of letters, contracts, deeds and other documents on behalf of the LP.
  • General partners are liable for the 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 not liable for LP debts, except in certain very limited cases.
  • A general partner may also take an interest as a limited partner.
  • An LP is required to be registered under the Act. A Statement of Particulars is required to be filed with the Registry to enable registration (which discloses the names / address of the general partner(s), the general nature of the LP’s business and the registered office address, but does not disclose the names of the limited partner(s)). The LP’s Partnership Agreement is not required to be filed at the Registry.
  • An LP is not permitted to 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 and duty on the income and 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 foregoing exemptions are guaranteed for 20 years from registration of an LP and shall continue in force thereafter unless otherwise provided for by written law.
  • An LP is not subject to an annual audit requirement and is not required to file annual financial statements. However, an LP licensed under any other law may be subject to such requirements (for example, an LP which is licensed as a Seychelles mutual fund is required to prepare and file annual audited accounts).
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