A limited partnership under the Limited Partnership Act 1883 consists of one or more general partners, who are jointly and severally responsible, and one or more limited partners, who contribute cash or other property, but not services, as capital.
At A Glance
| Governing legislation | Limited Partnership Act 1883; Partnership Act 1902 |
| Separate legal person | Only if it elects, under section 4A or 4BA of the Partnership Act 1902 |
| Liability of owners | General partners unlimited; limited partners limited, unless they take part in management |
| Local or exempted | Either |
| Name must end in | “Limited Partnership” or “L.P.” |
| Evidence of creation | Registration of the section 3 certificate |
Whether it is a legal person
A Bermuda partnership is not automatically a legal person
It becomes one only if it elects, by specifying a declaration in its certificate of limited partnership, and the election is irrevocable. On registration the Registrar issues a certificate of registration stating that the partnership has legal personality. Anyone establishing the ownership and control of a Bermuda partnership should determine first whether an election has been made.
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Key features
Only the general partners are authorized to transact business and to sign for and bind the partnership. A limited partner is liable as a general partner if he takes part in the management of the limited partnership, subject to an extensive statutory safe harbor of acts that do not amount to taking part in management.
How to register one
- Reserve a name. Reserving a name →
- Disclose your proposed beneficial owners, being the partners. We assess the persons who are to be the general partners as part of the registration.
- Draft the partnership agreement. It must state the nature of the business
- Make and severally sign the certificate of limited partnership. If the partnership is to have legal personality, the declaration goes in this certificate. Preparing a partnership certificate →
- Choose a registered office. It may not be a post office box. Choosing a registered office and resident representative →
- File and pay. Registration fees and how to pay →
What we issue
A certificate of registration. A limited partnership is formed on the registration of its certificate of limited partnership in our office, and the certificate we issue specifies that date.
If the partnership has elected legal personality, the certificate states on its face that the partnership has legal personality. Where the partnership is being registered at the same time as an exempted partnership, we may issue a single certificate of registration.
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Records you must keep
A register of limited partners at the registered office, recording the name and address of each limited partner and the dates of becoming and ceasing to be one, retained for at least six years after cessation.
Your general partners are filed with us in your certificate and can be searched online. Your limited partners are not filed, so the partnership is the only source for them.
Beneficial ownership obligations
Every limited partnership is subject to the Beneficial Ownership Act 2025. You must take reasonable steps to identify any individual who owns or controls twenty-five per cent or more of the interests or voting rights, or who otherwise exercises ultimate effective control; verify their identity against a reliable and independent source before entering them on your register; maintain a beneficial ownership register; file the required information with us; and update it within thirty days of being notified of a change.
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The beneficial ownership regime: an overview →
What information about this entity is public
A search of the register returns the registered office address, the certificate of limited partnership, the date of registration, information on charges and previous names. Bermuda's central register of beneficial ownership is not public.
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Who can access beneficial ownership information →
Ongoing obligations
Notify us within fourteen days of the appointment of a new general partner. File your annual declaration and pay annual fees.
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Filing your annual declaration →
Legislation
Limited Partnership Act 1883 | 1883 : 24 · External link
Partnership Act 1902 | 1902 : 10 · External link