A Bermuda partnership is not automatically a legal person. Section 4A of the Partnership Act 1902 allows a partnership to elect legal personality by filing a declaration with us. Section 4BA allows a partnership already in existence to do the same.
How the election is made
- a partnership that is neither limited nor exempted files a signed declaration with us
- a limited partnership specifies the declaration in its certificate of limited partnership
- an exempted partnership specifies it in its certificate of exempted partnership
- a partnership that is both makes the declaration only in the certificate of exempted partnership
- a partnership already in existence elects under section 4BA
What we do
We enter the fact in a register maintained for the purpose and issue a certificate of registration stating that the partnership has legal personality. That register is public, and the certificate states the fact on its face.
What the election does
- the partnership becomes a legal person separate from its partners, with unlimited capacity and the power to own its own property
- it is not dissolved by a change in its constitution, subject to any agreement between the partners
- charges over its assets become registrable with us, and that register is public
What the election does not do
It does not limit the liability of the partners
A judgment against a partnership that has legal personality may be enforced against any general partner, who is then entitled to pro rata relief from the partnership and from the other general partners.
The election is irrevocable
Once made, an election under section 4A or 4BA cannot be reversed.