Seychelles Limited Partnership (the “Limited Partnership”) is registered under the Limited Partnership Act 2003 as amended (the “Act”).

Limited Partnerships are required to have a minimum of one general partner and a minimum of one limited partner.

A limited partnership is not an entity with separate legal personality and cannot own property in its own right.  The Act provides that the property of a limited partnership shall be held by its general partner as an asset of the limited partnership in accordance with the terms of its partnership agreement.

The general partner is responsible for the administering and managing of a limited partnership.  The general partner is responsible for signing contracts, deeds and other documents on behalf of the limited partnership.  General Partners are liable for any debts and obligations of a limited partnership if the liabilities exceed the assets of the limited partnership.

At least one general partner of a limited partnership is required to be a Seychelles International Business Company incorporated under the International Business Companies Act 2016 or a company incorporated under the Companies Act 1972 and issued a special licence under the Companies (Special Licences) Act 2003.

Limited Partners are not liable for limited partnership debts.

A limited partnership is not permitted to carry on business in Seychelles except to the extent necessary for the carrying on of the limited partnership’s business outside of Seychelles.

A limited partnership is not liable for Seychelles tax on its foreign sourced income.  A limited partnership is exempt from Seychelles stamp duty in respect of:
(1) A transfer of partnership assets;
(2) Transactions in respect of partnership contributions, debt obligations and other securities of a limited partnership;
(3) All other transactions relating to the business of limited partnership.

1. Formation and Registration Requirements
   
   A limited partnership is formed by general partner and limited partner entering into a partnership agreement.  The partnership agreement sets out the terms of the limited partnership and the partners’ rights and obligations.  The limited partnership must be registered with the Registrar, the general partner file a Statement of Particulars setting out the following:
   

   (1)	The name of the limited partnership;
   (2)	The address of its registered office in Seychelles;
   (3)	The nature of the business of the limited partnership;
   (4)	The full name and address of each general partner;
   (5)	A declaration that the limited partnership will not carry on business in Seychelles;
   (6)	The name and address of the registered agent of the limited partnership.

   
   The general partner shall maintain at the registered office of the limited partnership a register of partnership interests (the “Partnership Register”) containing the name and address of each partner, the amount and date of contributions made by each partner, the amount and date of any payment representing a return of any part of contribution of any partner.  
   
   The Partnership Register must be updated within 21 business days of any change in the particulars.  The Partnership Register shall be made available for inspection and copying during business hours at the request of a partner and a certified copy of the Partnership Register or any part thereof duly certified by the designated general partner shall be issued by a partner at his request.
   
   
2. Register of Beneficial Owners required by the Beneficial Ownership Act
   
   In addition to the Partnership Registers required to be kept by the Act, the Beneficial Ownership Act 2020 (the “BO Act”) and the Beneficial Ownership Regulations 2020 (the “BO Regulations”) require that the general partner of a limited partnership keep a Register of Beneficial Owners.  For BO Act and anti-money laundering law purposes, the beneficial owner in relation to a limited partnership means an individual who:
   

   (1)	Ultimately owns or controls, whether directly or indirectly, ten percent or more of the partnership ownership interests or voting rights of the partnership;
   (2)	Holds the right, whether directly or indirectly, to appoint or remove the majority of the general partners of the partnership;
   (3)	Ultimately owns or controls, whether directly or indirectly, absolute decision or veto rights in the conduct or management of the partnership;
   (4)	Is entitled to the assets of the partnership in the event of the dissolution of the partnership.

   
   A general partner of a limited partnership is required to keep at the principal place of business in Seychelles a Register of Beneficial Owners, containing the following information:
   

   (1)	The name, residential address, service address, date of birth and nationality of each beneficial owner of the partnership;
   (2)	The nature and details of each beneficial owner’s interest in the partnership;
   (3)	The date on which a person became a beneficial owner of the partnership
   (4)	The date on which a person ceased to be a beneficial owner of the partnership;
   (5)	Where a nominee holds any interest in or control of the partnership on behalf of the beneficial owner: (a) The name, residential address, service address, date of birth and nationality of each nominee holding the interest on behalf of the beneficial owner and the particulars and details of the interest held by the nominee; (b) The identity of the nominator (who nominates the nominee to hold interests on his behalf), and where the nominator is a legal person, the identity of the individual who ultimately owns or controls the nominator (providing their name, residential address, service address, date of birth and nationality).

   
   The Register of Beneficial Owners may be maintained in electronic form.  The general partner of the limited partnership shall maintain accurate and up to date information required under the BO Act in the limited partnership’s Register of Beneficial Owners.
   
   The registerable particulars of a limited partnership’s Register of Beneficial Owners must be submitted to the Seychelles Financial Intelligence Unit (FIU) which submitted information is not publicly accessible.  The filing of the registrable particulars with the FIU is required to be done by a limited partnership’s general partner in Seychelles.
   
   A limited partnership’s Register of Beneficial Owners kept at its resident general partner’s office in Seychelles is not open to public inspection.  The persons entitled to inspect a limited partnership’s Register of Beneficial Owners are a partner of the limited partnership and a person whose name is entered in the limited partnership’s Register of Beneficial Owners as a beneficial owner, limited to inspection of the person’s name in the Register.
   
   
3. Declaration by Person on Becoming Beneficial Owner
   
   Every person on becoming a beneficial owner of a limited partnership shall within 14 days from the date of becoming a beneficial owner, submit to the general partner of the limited partnership a Declaration of Beneficial Ownership containing the registrable particulars relating to the person. “"Registrable particulars” means the particulars to be registered under the BO Act in relation to a limited partnership including the particulars required by the BO Act to be help in a limited partnership’s Register of Beneficial Owners.
   
   
4. Notice of Relevant Change by Beneficial Owner
   
   A relevant change in relation to a person occurs if:
   

   (1)	The person ceases to be a beneficial owner in relation to the limited partnership;
   (2)	Any other change occurs as a result of change in the registrable particulars of the beneficial owner.

   
   If a relevant change occurs in relation to a beneficial owner of a limited partnership, the beneficial owner shall within 14 days of such change give written notice to the general partner of the limited partnership providing the following details for changes to be made to the limited partnership’s Register of Beneficial Owners:
   

   (1)	The relevant change;
   (2)	The date on which it occurred;
   (3)	Any information needed to update the Register of Beneficial Owners.

   
   
5. Keeping of Accounting Records
   
   The General Partner of a limited partnership is required to keep proper accounting records that are sufficient to show and explain the limited partnership’s transactions which enable the financial position of the limited partnership to be determined with reasonable accuracy at any time and allow for financial statements of the limited partnership to be prepared.  Pursuant to the Act, a limited partnership shall prepare an annual financial summary to be kept at its registered office in Seychelles within 6 months from the end of the limited partnership’s financial year.  
   
   
6. Distributions
   
   No distributions and no return of capital contributions to a limited partner may be made unless at the time of immediately following such payment the limited partnership is solvent.  
   
   
7. Limited Partner’s Right to Information
   
   Subject to any term of the partnership agreement to the contrary, each limited partner may demand and shall receive from the general partner true and full information regarding the state of the business and financial condition of the Limited Partnership.
   
   
8. Dissolution and De-registration
   
   A limited partnership shall not be dissolved by an act of the partners until a notice of dissolution signed by a general partner has been filed with the Registrar.  If the general partner died, retired, bankrupt, resigned, become insolvent, within 30 days from the date of the aforementioned occurrences, one or more new general partners need to be appointed, otherwise the limited partnership shall be dissolved and wound up.
   

See also:
Seychelles IBC Incorporation Procedures and Fees
Seychelles Company Incorporation Package #SEYIBC03 - Company Registration and Registered Agent Services and Certificate of Incumbency and Corporate Bank Account