House Begins Debate on Partnership Bills

The House of Representatives, on October 18, began debate on Bills that seek to establish Jamaica as a domicile of choice for international financial and business services.

They are the Limited Partnership Act and the General Partnership Act. The General Partnership Bill will formalise the process for foreign partnerships looking to transact business in Jamaica and facilitate mergers and conversion of partnerships.

The objective of the Limited Partnership Bill is to facilitate commercial activities not well suited for other available business forms in Jamaica.

The Bills were previously approved by the Lower House, but had not been passed in the Senate prior to the dissolution of Parliament for the general election in February this year.

Minister without Portfolio in the Ministry of Economic Growth and Job Creation, Hon. Daryl Vaz, who piloted the Bills, said they form part of the framework for the establishment of an International Financial Services (IFS) hub in Jamaica.

He noted that the Bills will result in the creation of more modern and sophisticated business vehicles that can facilitate a wide variety of financial services transactions, “which we expect will attract investors to the island”.

Mr. Vaz said partnerships have long been the business vehicles used by professionals such as lawyers, architects and accountants. He said these partnerships are usually registered under the Registration of Business Names Act.

He pointed out that over the years, partnerships have evolved into multifaceted business vehicles that allow for any number of people from any number of countries in the world to pool their resources to pursue commercial ventures.

Mr. Vaz explained that some significant features of the Bills are: existing partnerships can now decide whether they wish to remain as they are or whether to convert; and partnerships are now allowed to be formed and registered as an entity with separate legal personality and partners and have several options for the liability to be borne by general and limited partners and for the governance of the partnership.

He further informed that partnerships with separate legal personality must register their partnership before it can lawfully operate; and the Registrar of Companies will be the Registrar of

Partnerships and must maintain a Register of Partnerships.

“The partnership will not be liable for income tax. Rather, each partner will be liable in respect of the share of the partnership’s income that is received by the partner,” Mr. Vaz said.

He added that the requirement (Section 378 of the Companies Act) that partnerships with more than 20 partners must register as a company is being repealed.

“So now there is no restriction on the number of partners that a partnership may have in order to register as a partnership,” Mr. Vaz said.

Meanwhile, Opposition Spokesperson on Industry, Investment and Commerce, Anthony Hylton, suggested that a Joint Select Committee of both Houses be created to consider both Bills.

“I think that it would help with the education of not only us in the House but the business community to let them be aware of what we are doing, what are the new pieces of legislation and new elements that are to be brought in,” he said.

Debate on the Bills was suspended so as to facilitate further consultations.