Limited partnership without legal personality
A limited partnership whose general partners irrevocably elect, at registration, that it will not have legal personality. Without that election a new limited partnership has legal personality by default.
- Entiva fee to form
- $3,659
- Government fees to form
- $975
- Run plan
- $109 a month
- Steps to form
- 7
- Ongoing filings
- 6
- Ways to close
- 5
Who it suits, and what defines it.
Governed by the Limited Partnership Act, ss.4-9.
Who it suits
- Partnerships whose general partners choose, at registration, to have no legal personality.
Key facts
- Legal personality
- None, by election
- Election
- Irrevocable, and made only at registration
- Certificate
- States whether the LP has legal personality
- Partners
- At least one general and one limited partner
- Agreement
- Written; the model agreement applies by default
- Annual fee
- US$750 if paid by 30 April
- Statute
- Limited Partnership Act, ss.4-9
What the law requires.
8 rules, each in plain words.
Registration is filed only by the proposed registered agent
The partnership also needs a registered office and registered agent at all times (ss.18-19).
A declaration electing no legal personality, filed with the registration statement
Each general partner signs it or has it signed for them, and it cannot be undone (s.8(3)).
At least one general partner and one limited partner
Each consents in writing (s.6(1)).
A written limited partnership agreement
The model agreement in the regulations applies by default (s.7).
Registers of general and limited partners filed with the Registrar
Due within 30 days of registration; recognised funds file the general partner register only (s.53A).
Beneficial ownership details filed with the Registrar
Due within 30 days of registration (s.53B).
Annual financial return lodged with the registered agent
Due within 9 months of year-end (LPA s.54A).
Economic substance declaration
Filed with the International Tax Authority (ITA) within 6 months of the period end; the deadline for periods ending June and December 2025 is extended until further notice.
How Entiva forms it.
7 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
7 steps- 1Reserve the partnership nameOnly if needed
Optional. The Registrar holds the name for 90 days. Government fee US$50.
- 2Register the partnership with the election
The general partners elect no legal personality. The election is irrevocable and can be made only at registration.
- 3File the registers of partners
Due within 30 days of registration. Government fee US$75 for general partners and US$50 for limited partners.
- 4File beneficial ownership details
Due within 30 days of registration. Government fee US$100.
- 5Apply for a trade licence
Needed only to trade in the BVI itself. Apply before starting business.
- 6Apply to recognise the fundOnly if needed
Only for a fund. A private fund needs recognition by the Financial Services Commission (FSC) before it starts business; a professional fund within 14 days of starting.
- 7Enrol for FATCA and CRS reportingOnly if needed
Only if the partnership is a financial institution. It covers US FATCA and the Common Reporting Standard (CRS); CRS enrolment is due by 30 April of the year after it becomes one.
Documents
8- Statement signed by or for each general partner
- Declaration that the partnership will not have legal personality
- Registered agent's consent to act
- Written consent of each general and limited partner
- Limited partnership agreement
- Ownership and control chart
- Each general partner's approval of the election
- Certificate of registration stating no legal personality
Who takes part
6- The person instructing the registration, with photo ID and proof of address
- Every general partner, with source of funds and wealth
- The directors of any corporate general partner
- Each limited partner of 10% or more of capital, profits or votes
- Other limited partners appear on the register only
- Each owner or controller of 10% or more, with source of funds and wealth
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
6 filings- Pay the annual partnership fee
US$750 by 30 April; US$850 by 31 July; US$1,000 by 31 October; US$1,150 after
- Lodge the annual financial return
Within 9 months of the financial year-end
- File the economic substance declaration
Within 6 months of each period end; late penalties suspended since 19 May 2026
- File the FATCA and CRS reports
Each 31 May, for a reporting financial institution
- Pay the annual fee for the BVI reporting system (BVIFARS)
US$185 by 1 June each year, for a reporting financial institution
- File audited fund financial statements
Within 6 months of year-end for a fund; the FSC can extend to 15 months
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint or replace a general partner
- Remove a general partner or record a withdrawal
- Admit a limited partner
- Record a limited partner's withdrawal
- Amend the partnership agreement
- Change the partnership name
- Update the registered particulars
- Move the registered agent to Entiva
- Register a charge over partnership assets
- Update beneficial ownership details
How it closes.
5 routes. The right one depends on whether it can pay its debts, and who starts it.
Solvent termination, then strike-off
For a solvent partnership that ends on a termination event or a resolution of all general partners and limited partners holding over 50% of capital.
- 1
A termination event occurs or the partners resolve to end it
- 2
Pass the solvency resolution and wind up the affairs
- 3
Apply to strike off once there are no assets or liabilities
Insolvent partnership
For a partnership that cannot pay its debts.
- 1
Notify the Official Receiver straight away
- 2
Apply to the Court to appoint a liquidator
Registrar strike-off
The Registrar can strike the partnership off after giving notice under s.95.
- 1
The Registrar gives notice and strikes the partnership off
- 2
Ask the Registrar to restore it within 5 years of the Gazette notice
- 3
Apply to the Court to restore the partnership
Continuation out
When the partnership moves to another jurisdiction under foreign law.
- 1
Continue the partnership under foreign law
- 2
Withdraw the notice if the plan is dropped
Merger
When the partnership merges with another limited partnership.
- 1
Merge into a surviving BVI limited partnership
What Entiva does for you.
From the first filing to the last.
Limited partnership without legal personality
- Prepares the election declaration for each general partner's approval and files it.Formation
- Files the registers of general and limited partners within 30 days.Formation
- Checks each beneficial owner's identity and files their details within 30 days.Formation
- Tracks the 30 April date and pays the annual fee before it rises.Ongoing
- Prepares the annual financial return from your figures and lodges it on time.Ongoing
- Collects the economic substance data and files it once a general partner approves.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$3,659one-off
- Government fees
- $975
Steps marked only if needed are not counted.
Closing it
From $3,709
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in the BVI
- Lodge the annual financial return
- File the economic substance declaration
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Apply for a trade licence
- Apply to recognise the fundOnly if needed
- Enrol for FATCA and CRS reportingOnly if needed
- File the FATCA and CRS reports
- File audited fund financial statements
- Register a charge over partnership assets
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $3,659, one-off. Government fees are passed through at cost.
Child filings add US$125 and US$100. Annual fee US$750 if paid by 30 April of the following year.
Funds pay US$75. Late filing: US$150 for the first month, US$200 per month for months 2-3, US$250 per month after that.
Late filing: US$250 for the first month, US$300 per month for months 2-3, US$350 per month after that. Failing to keep accurate BO information: up to US$75,000.
Every entity required to be enrolled pays the US$185 annual BVIFARS fee by 1 June, which is a separate action.
Excludes steps marked only if needed.
Every year
The Run plan costs $109 a month ($1,308 a year).
US$750 by 30 April; US$850 if paid 1 May to 31 July; US$1,000 if paid 1 August to 31 October; US$1,150 after that.
A first determination carries US$5,000 to 20,000.
The US$185 annual BVIFARS fee is a separate action.
Changes
Routine changes are included in the Run plan.
Late penalty US$150 per month or part, up to US$5,000.
Plus US$75 for a notice of change in particulars where needed. Late penalty US$150 per month or part, up to US$5,000.
Late filing: US$150 per month or part, up to US$5,000.
US$25 per change in the register of limited partners. Late filing: US$150 per month or part, up to US$5,000.
A notice of change in registered particulars costs US$75 and is added to the quote when registered_particulars_changed is true.
Late penalty US$150 per month or part, up to US$5,000.
Closing it
Closing is a fixed-fee project, quoted before it starts.
Strike-off on application costs US$100 and is billed on vg.limited_partnership.strike_off.
Application within 6 months of strike-off: US$500. Later: US$1,500. Court-ordered restoration is US$2,500.
Court-ordered restoration: US$2,500 Registry fee. Compare US$500 or US$1,500 for Registrar restoration.
A rescission is a separate US$75.
Follow-on child actions at cost: general partner register change US$50, limited partner register change US$25, BO change US$50.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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