UK: England and Wales: Guernsey limited partnership not a company or 'hybrid' company

Last month, in Pillar Securitisation SARL & Ors v Spicer & Anor (Court Administrators) [2010] EWHC 836 (Ch), Mrs Justice Proudman held that administrators had not been validly appointed in respect of a limited partnership formed under the Limited Partnership (Guernsey) Law 1995 (available here, pdf) and which was a body corporate.

The administrators’ appointment had been made on Form 2.10B, which applied where the appointment was made in respect of a company. Mrs Justice Proudman held that a limited partnership was not a company under Guernsey law or within the definition of a company provided in Schedule B1 of the Insolvency Act 1986. Her Ladyship held that legislation was needed for the partnership to fall within the Schedule B1 definition. She also rejected the argument, based on a beneficent construction of the rules about prescribed forms, that the limited partnership should be regarded as a “hybrid” company because it was a body corporate with legal personality: "I do not think there is such a thing as a hybrid" she observed (para. [38]).