The BVI Limited Partnership Act (Revised Edition 2020), including amendments

29 Jan 2026

The BVI Limited Partnership Act, Revised Edition 2020 (the LPA), provides a robust framework for the establishment, regulation, and operations of limited partnerships in the British Virgin Islands (BVI). Serving as the foundation of law for these business entities, the LPA addresses essential components such as registration, governance, partner roles, financial records, and the mechanisms of both dissolution and restoration. Originally introduced in 2017 and revised in 2019, the legislation has consistently emphasised structural clarity, operational flexibility, and adherence to regional and international compliance standards.

Legal personality and governance framework

Limited partnerships, under the LPA, may opt for legal personality, granting them a distinct status separate from their partners, or function without it, depending on their operational preferences. Each partnership requires at least one general partner, liable for all debts, and one limited partner, whose liability is restricted to their contributions. Central to the framework are the requirements for comprehensive partnership agreements, tailored governance models, and robust registration processes. Registered agents play a pivotal role in ensuring compliance, linking partnerships with regulators, and managing requirements such as the maintenance of partner registers and financial documentation.

2023 Amendments: Strengthening record-keeping practices

The Limited Partnership (Amendment) Act, 2023 (the 2023 Amendments), added a key compliance-focused revision to Section 108 of the LPA. It formalised the requirement for the Registrar to retain qualifying documents and associated information for a minimum of five years following the dissolution of a limited partnership. This amendment strengthens record-keeping practices by ensuring that critical documents remain accessible post-dissolution, facilitating oversight and supporting any retrospective validation by stakeholders or authorities. This change reflects a broader trend in regulatory policy, where alignment with international transparency and accountability norms is prioritised to maintain investor confidence.

2024 Amendment: Enhancing transparency and accountability

Building on earlier reforms, the Limited Partnership (Amendment) Act, 2024 (the 2024 Amendments), introduced sweeping changes intended to modernise the governance and operational landscape for limited partnerships. Transparency took centre stage, as the 2024 Amendments mandated the collection and filing of beneficial ownership information, thereby addressing international obligations related to anti-money laundering (AML) and counter-terrorist financing (CFT) protocols. These requirements compel partnerships to identify individuals with significant control or interests, ensuring improved oversight and accountability at all levels of operation.

Financial accountability and restoration provisions

The 2024 Amendments also imposed requirements for annual financial return filings to registered agents, bringing partnerships into stricter financial accountability frameworks. Enhanced record-keeping duties, combined with the registration of regular updates to partner details, ensure that authoritative records are current and reliable. New provisions relating to striking off and restoration processes provide clarity on deregistration grounds and reinforce conditions for reactivation, emphasising full compliance with updated filing and documentation obligations.

Modernising administrative powers and compliance enforcement

A landmark addition introduced by the 2024 Amendments was the modernisation of the Registrar’s administrative powers. The new regime formalises the adoption of electronic systems for filings, making regulatory processes more efficient, user-friendly, and future-proof. Penalties for non-compliance were recalibrated, reflecting a zero-tolerance stance toward violations while ensuring that deterrents appropriately balance enforcement and fairness.

A holistic approach to global market adaptation

Together, the three legislative acts referred to above demonstrate the BVI’s proactive stance in adapting to the evolving needs of global markets. Where the LPA created a strong legal foundation, the 2023 and 2024 Amendments reinforced regulatory rigour, emphasising transparency, compliance, and operational flexibility. This holistic evolution preserves the BVI’s standing as a premier jurisdiction for limited partnerships, creating an environment that balances business opportunity with contemporary governance and accountability standards. By consistently addressing gaps and aligning with global principles, these legislative measures cement the BVI as a trusted, adaptable, and forward-thinking financial centre.

Further reading