JERSEY Law and Practice Contributed by: Nienke Malan and Christopher Griffin, Carey Olsen
• separate limited partnership under the Sepa - rate Limited Partnerships (Jersey) Law 2011, which has separate legal personality and is therefore similar to a Scottish limited partner - ship; • incorporated limited partnership under the Incorporated Limited Partnerships (Jersey) Law 2011, which has separate legal personal - ity and is a body corporate; and • limited liability partnership (LLP) under the Limited Liability Partnerships (Jersey) Law 2017, whereby a partner of the LLP is gener - ally not liable for the LLP’s debts or losses (including those caused by another partner). Jersey limited partnerships are commonly uti - lised by fund managers for closed-ended funds, particularly private equity, venture capital, pri - vate credit and real estate funds. Separate lim - ited partnerships are also used for closed-ended funds (particularly for “fund of fund” vehicles) and carried interest vehicles. Unit Trusts Overview A unit trust has no separate legal personality and is constituted by a trust instrument entered into by the trustee(s) and the manager, if one has been appointed. Advantages Jersey unit trusts are popular for the following reasons: • easy and quick to establish; • extremely flexible in respect of the commer - cial terms that can be provided for; • can be structured to be treated as transparent for UK tax purposes; • publicly available information does not include the identity of the unitholders or the
trust instrument and therefore confidentiality is preserved; and • no limit on the number of unitholders which can be admitted, subject to regulatory restric - tions. Interests Investors are issued units, and different classes or series of units are possible. Jersey property unit trusts (JPUTs) remain a pop - ular structure for real estate funds. Unit trusts can be used for any regulatory category and, in the context of retail funds, can be structured as open-ended unclassified collective investment funds (OCIFs). Limited Liability Companies (LLCs) Overview The Jersey limited liability company was recently introduced, and combines the limited liability protection of a company with the constitutional flexibility and privacy of a partnership, while ena - bling a choice between the management struc - ture and tax treatment of both. An LLC consists of one or more members who are bound, togeth - er with a manager (if any), by an LLC agreement. Interests Investors hold an “LLC Interest”. Advantages The LLC will be familiar to US investors and has the following additional advantages: • the LLC agreement is not publicly fileable; • the agreed LLC agreement can supersede statutory default positions – for example, all debts of the LLC will lie solely with the LLC, unless the members agree otherwise;
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