A partnership is registered on a certificate signed by the persons forming it. Which certificate you prepare depends on whether the partnership is limited, exempted, or both.
Certificate of limited partnership
Under section 3 of the Limited Partnership Act 1883, the certificate contains:
- the name of the limited partnership
- the names and respective places of residence of the general partners
- the address of the registered office in Bermuda
The limited partnership is formed on the registration of that certificate in our office.
Certificate of exempted partnership
Under section 5 of the Exempted Partnerships Act 1992, the certificate contains:
- the name of the exempted partnership
- the names of all the partners, or, where the partnership is also being registered as a limited partnership, the names and principal places of residence of the general partners only
- the name and address of the resident representative
- the address of the registered office in Bermuda
Where the legal personality declaration goes
If the partnership is to be a legal person, the declaration to that effect goes in the certificate, not in a separate document.
| Exempted partnership electing at formation | In the certificate of exempted partnership |
| Limited partnership electing at formation | In the certificate of limited partnership |
| Both limited and exempted | Only in the certificate of exempted partnership |
| Continued into Bermuda, or converting | Only in the certificate of exempted partnership |
| Already in existence, did not elect at formation | A signed declaration filed with us under section 4BA |
The election is irrevocable
Once made it cannot be undone. It confers legal personality, not limited liability.
RELATED
If your partnership is both
Prepare both certificates. Where the partnership is being registered simultaneously as a limited partnership and an exempted partnership, we may issue a single certificate of registration specifying the date of registration, with facsimiles of both certificates attached.
Capital must be stated
The partnership agreement must state the nature of the business, and the capital to be contributed, which must be not less than the foreign currency equivalent of BD$12,000.