Introduction to the Seychelles Limited Partnership

Introduction to the Seychelles Limited Partnership

Seychelles offers a unique structure for business formation through the Seychelles Limited Partnership, established under the Limited Partnership Act 2003. This partnership model necessitates at least one general partner and one limited partner but does not confer separate legal personality, meaning it cannot own property independently. The general partner holds property on behalf of the partnership, as stipulated by the partnership agreement, and is also responsible for the management and operational activities of the partnership.

Key Aspects of the Seychelles Limited Partnership

  1. Formation and Operational Structure:

    • The partnership must register with the Registrar in Seychelles, providing details like partnership name, registered office address, and business nature.
    • The general partner is liable for debts exceeding the partnership's assets, enhancing accountability.
    • At least one general partner must be either a Seychelles International Business Company or a specially licensed company under Seychelles law.

  2. Tax and Fiscal Incentives:

    • Seychelles limited partnerships enjoy tax exemptions on foreign-sourced income and are not subject to local stamp duties on transactions related to partnership business.
    • They are restricted from conducting business within Seychelles but are permitted to manage operations internationally.

  3. Confidentiality and Compliance:

    • Registration details and the Register of Beneficial Owners are kept confidential, aligning with global privacy standards.
    • Partnerships are required to maintain a Register of Beneficial Owners as per the Beneficial Ownership Act 2020, detailing the ownership structure and changes therein.

  4. Financial and Legal Obligations:

    • The general partner must keep proper accounting records to accurately reflect the partnership’s financial status and facilitate annual financial summaries.
    • It is crucial for the partnership to remain solvent, especially before making distributions or returning capital to partners.

  5. Regulatory Compliance:

    • The partnership must comply with changes in beneficial ownership and other registrable particulars by notifying the Seychelles Financial Intelligence Unit, ensuring transparency in operations.

  6. Dissolution and Continuity:

    • A limited partnership may be dissolved upon the occurrence of specified events affecting the general partner, unless a new general partner is appointed promptly to ensure continuity.

This framework makes the Seychelles Limited Partnership a viable option for those looking to leverage the advantages of an internationally recognized and tax-efficient business structure. 

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