Limited Partnerships

In the Isle of Man, all partnerships are governed by the Partnership Act 1909.

Limited Partnerships are also governed by the Partnership Act 1909. They must however be registered as such, or they may be deemed to be general partnerships. Partners may be individuals or companies.

A limited partnership is one which is registered under Part II of the Partnership Act 1909.

The following applies to all limited partnerships (with and without separate legal personality):

• Limited partnerships must be registered with the Companies Registry or it will be deemed to be a general Partnership and the limitation of liability will be lost.
• A partnership must ordinarily consist of no more than twenty members. This is subject to certain exceptions such as if it is carrying on business of advocates, accountants, members of a stock exchange or meets the criteria of a collective investment scheme.
• A limited Partnership must have one or more general partners with unlimited liability (often a SPV) and one or more limited partners. A Limited Partner’s liability is restricted to the amount of capital contributed by them.
• As with a general partnership, general partners have authority to bind all the other partners in contracts with third parties in the ordinary course of the partnership's business.
• As a general rule, a limited partner may not withdraw their contribution during the life of the partnership and may not take part in the day to day management of the partnership.

The Income Tax Act 1970 treats all partnerships (general, limited and limited with separate legal personality) as partnerships. They are not subject to taxation as corporate tax payers.

Limited partnership register

The register contains a list of limited partnerships registered under the Partnership Act 1909. If you require a copy of any document on the file please visit the Companies Registry or submit a request by e-mail to companies@gov.im identifying what you require. A member of staff will contact you to obtain payment by debit or credit card if you are unable to pick the documents up yourself.

See also:
Fees   |   Forms    |    Practice Notes    |    Acts and Regulations