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ENDNOTES Exempted Limited Partnership Act (2025 Revision) (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_1\", \"num\": \"1.\", \"text\": \"Short title 1. This Act may be cited as the Exempted Limited Partnership Act (2025 Revision).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_2\", \"num\": \"2.\", \"text\": \"Interpretation 2. In this Act \u2014 \u201ccertified translator\u201d means a person whose interpretation or translation competence has been tested and approved by a professional association or governmental body or any other person determined by the Registrar; \u201ccommitment\u201d means cash, property, services rendered or other assets which a partner agrees to contribute to the capital of an exempted limited partnership in its capacity as partner but does not include any moneys agreed to be lent to an exempted limited partnership; \u201cCompanies Act\u201d means the Companies Act (2025 Revision); \u201ccontribution\u201d means cash, property, services or other assets which a partner contributes to the capital of an exempted limited partnership in its capacity as partner but does not include any moneys lent by a partner to an exempted limited partnership; \u201ccourt\u201d means the Grand Court; \u201cdual foreign name\u201d means an additional name in any language not utilising the Roman alphabet, utilising any letters, characters, script, accents and other diacritical marks, and which does not have to be a translation or transliteration of the name in the Roman alphabet; Exempted Limited Partnership Act (2025 Revision) \u201cexempted limited partnership\u201d means \u2014 (a) a partnership formed and registered under section 9(1); or (b) a partnership that before the commencement of the Exempted Limited Partnership Law, 2014 (Law 5 of 2014) was formed and registered under the repealed Exempted Limited Partnership Law (2013 Revision); \u201cgeneral partner\u201d means a person who is named as such in the statement filed pursuant to section 9 or 10(2) and if more than one shall mean each general partner, unless this Act otherwise provides; \u201cgeneral partnership interest\u201d means the partnership interest of a general partner in that person\u2019s capacity as such; \u201cinsolvency of the exempted limited partnership\u201d means that the general partner is unable to pay the debts and obligations of the exempted limited partnership, otherwise than in respect of liabilities to partners on account of their partnership interests, in the ordinary course of business as they fall due out of the assets of the exempted limited partnership, without recourse to the separate assets of the general partner not contributed or committed to the exempted limited partnership and \u201cinsolvent\u201d shall be construed accordingly; \u201climited partner\u201d means a person who has become a limited partner in accordance with section 4(2) or otherwise pursuant to section 32; \u201climited partnership interest\u201d means the partnership interest of a limited partner in that person\u2019s capacity as such; \u201cmajority of limited partners\u201d means a majority or number of limited partners, or class or category of limited partners, or other persons, whether parties to the partnership agreement or otherwise including the general partner, required by or specified, either generally or in respect of a particular matter, in the partnership agreement and calculated in the manner specified in the partnership agreement, but if no such majority or manner is specified in the partnership agreement any required majority of the limited partners shall be a simple majority of the limited partners calculated by reference to the value of the contributions of the limited partners at the time of determination; \u201coverseas company\u201d means a company, body corporate or corporate entity existing under the law of a jurisdiction outside of the Islands; \u201cpart\u201d means, in relation to a partnership interest, a proportionate part of that partnership interest, comprising both the rights, and the obligations under the partnership agreement and this Act but without prejudice to the liability of a general partner under section 4(2); \u201cpartner\u201d means a limited partner or a general partner; \u201cpartnership agreement\u201d means any agreement of the partners which provides for the establishment of, and regulates the affairs of, an exempted limited Exempted Limited Partnership Act (2025 Revision) partnership, the conduct of its business and the rights and obligations of the partners amongst themselves; \u201cpartnership interest\u201d means the interest of a partner in an exempted limited partnership in respect of profit, capital and voting or other rights, benefits or obligations to which that partner is entitled or subject pursuant to the partnership agreement or this Act; \u201cpublic in the Islands\u201d excludes any exempted or ordinary non-resident company registered under the Companies Act (2025 Revision), a foreign company registered pursuant to Part 9 of the Companies Act (2025 Revision), a foreign limited partnership registered under section 42, any company acting as general partner of a partnership registered under section 9(1) or any director or officer of the same acting in that capacity or the trustee of any trust registered or capable of registration under section 74 of the Trusts Act (2021 Revision) acting in that capacity; \u201cqualifying general partner\u201d means a general partner of an exempted limited partnership that satisfies paragraph (a), (b), (c) or (d) of section 4(4); \u201cregistered office provider\u201d means in relation to an exempted limited partnership the person who provides the registered office for that exempted limited partnership; \u201cRegistrar\u201d means the Registrar of Exempted Limited Partnerships appointed in accordance with section 8; \u201csecurity interest\u201d means a legal mortgage, an equitable mortgage, charge or other form of security interest granted with respect to a partnership interest or part thereof whether or not governed by the laws of the Islands; \u201csignature\u201d includes a facsimile of a signature however reproduced and a digital signature; \u201cspecial economic zone business\u201d means any type of business authorised to be carried on in a special economic zone pursuant to any Law in force in the Islands; and \u201ctranslated name\u201d means a translation or transliteration of an exempted limited partnership\u2019s dual foreign name into the English language provided by either a person licensed to provide the exempted limited partnership\u2019s registered office in the Islands or a certified translator, together with a statement as to the foreign language in which the dual foreign name is written.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_3\", \"num\": \"3.\", \"text\": \"Saving of rules of equity and common law 3. The rules of equity and of common law applicable to partnerships as modified by the Partnership Act (2025 Revision) but excluding sections 31, 45 to 54 and 56 to 57 shall apply to an exempted limited partnership, except where they are inconsistent with the express provisions of this Act. Exempted Limited Partnership Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_4\", \"num\": \"4.\", \"text\": \"Constitution 4. (1) An exempted limited partnership may be formed for any lawful purpose to be carried out and undertaken either in or from within the Islands or elsewhere upon the terms, with the rights and powers, and subject to the conditions, limitations, restrictions and liabilities mentioned in this Act but an exempted limited partnership shall not undertake business with the public in the Islands other than so far as may be necessary for the carrying on of the business of that exempted limited partnership exterior to the Islands. (2) An exempted limited partnership shall consist of one or more persons called general partners who shall, in the event that the assets of the exempted limited partnership are inadequate, be liable for all debts and obligations of the exempted limited partnership, and one or more persons called limited partners who shall not be liable for the debts or obligations of the exempted limited partnership save as provided in the partnership agreement and to the extent specified in sections 20(1) and 34(1), but a general partner, without derogation from that general partner\u2019s position as such, may, in addition, take an interest as a limited partner in the exempted limited partnership. (3) A body corporate, with or without limited liability, and a partnership whether in the name of the partnership and whether or not an exempted limited partnership, may be a general or limited partner of an exempted limited partnership. (4) Any one or more of the limited partners and general partners of an exempted limited partnership may be resident, domiciled, established, incorporated or registered under the laws of the Islands or outside of the Islands but at least one general partner shall \u2014 (a) if an individual, be resident in the Islands; (b) if a company, be registered under the Companies Act (2025 Revision) or registered pursuant to Part 9 of the Companies Act (2025 Revision); (c) if a partnership, be registered pursuant to section 9(1) or 42, as applicable; or (d) if any other person, be registered under any other Law or regulation as may be prescribed. (5) A limited partner, or person with analogous status, of a partnership which is the general partner of an exempted limited partnership shall not, by virtue of that fact alone, be taken to be a general partner of the exempted limited partnership. (6) A limited partner of an exempted limited partnership shall not cease to have the benefit of limited liability by reason only of the partnership ceasing to have a qualifying general partner. Exempted Limited Partnership Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_5\", \"num\": \"5.\", \"text\": \"When licence not required 5. A person who acts as a general partner of an exempted limited partnership is not, by virtue solely of so acting, required to be licensed under the Local Companies (Control) Act (2025 Revision) and shall not require a trust company licence under the Banks and Trust Companies Act (2025 Revision), a mutual fund administrator\u2019s licence under the Mutual Funds Act (2025 Revision), a licence under the Companies Management Act (2025 Revision) or a licence under the Trade and Business Licensing Act (2021 Revision). 5A. Name reservation 5A. (1) A person (\u201capplicant\u201d) may apply to reserve a specified name by \u2014 (a)  filing with the Registrar (including by permitted electronic means) an application executed by the applicant specifying the name to be reserved and the name and address of the applicant; and (b)  paying the prescribed application fee. (2)   If, on an application made under subsection (1), the Registrar finds that the name is available for use by an exempted limited partnership or a foreign limited partnership, the Registrar may reserve the name for exclusive use by the applicant for a period of up to four months. (3)   On or before the expiry of the period for name reservation under subsection (2), the applicant may make further successive applications pursuant to subsection (2) to reserve the specified name.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_6\", \"num\": \"6.\", \"text\": \"Name and registered office 6. (1) Every exempted limited partnership shall have a name which \u2014 (a) shall include the words \u201cLimited Partnership\u201d or the letters \u201cL.P.\u201d or \u201cLP\u201d; (b) may include the name of any general partner or limited partner or any derivation thereof; and (c) in the case of an exempted limited partnership carrying on special economic zone business, shall include the words \u201cspecial economic zone\u201d or the letters \u201cSEZ\u201d, in each case which may be preceded by or followed with a dual or foreign name, but no exempted limited partnership shall have a name or translated name which, because it is identical or similar to the name of any other entity or it falsely suggests the patronage of or a connection with some person or authority or it suggests that the exempted limited partnership is licensed whether in the Islands or elsewhere to carry on any type or class of business when it is not in fact so licensed or because of any other reason, is calculated or likely to mislead. Exempted Limited Partnership Act (2025 Revision) (2) Every exempted limited partnership shall have a registered office situated in the Islands for the service of process and to which all notices and communications may be addressed. (3) The registered office of an exempted limited partnership shall be the same as the address of a person licensed by the Authority under the Banks and Trust Companies Act (2025 Revision), the Companies Management Act (2025 Revision) or the Mutual Funds Act (2025 Revision) except where the registered office was at a different address immediately prior to the date of commencement of this Act and remains at that address on or after the date of commencement of this Act. (4) For the purpose of subsection (3) the Authority means the Cayman Islands Monetary Authority established under section 5(1) of the Monetary Authority Act (2020 Revision), and includes a person acting under the Authority\u2019s authorisation.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_7\", \"num\": \"7.\", \"text\": \"Establishment 7. A partnership, limited or otherwise, shall not be an exempted limited partnership unless registered as such under section 9(1).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_8\", \"num\": \"8.\", \"text\": \"Registrar 8. The Registrar of Companies appointed under the Companies Act (2025 Revision) shall be the Registrar of Exempted Limited Partnerships.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_9\", \"num\": \"9.\", \"text\": \"Registration 9. (1) The registration of an exempted limited partnership shall be effected by payment to the Registrar of a registration fee of an amount that the Cabinet shall, from time to time, by regulation prescribe and by filing with the Registrar a statement signed, subject to section 11, by or on behalf of a general partner containing \u2014 (a) the name or dual foreign name and translated name of the exempted limited partnership; (b) the general nature of the business of the exempted limited partnership; (c) the address in the Islands of the registered office of the exempted limited partnership; (d) the term, if any, for which the exempted limited partnership is entered into or, if for unlimited duration, a statement to that effect and the date of its commencement; (e) the full name and address of the general partner and, if more than one of each of them, specifying each of them as a general partner and (i) in the case of a corporate general partner, there shall be filed with the statement a certificate of incorporation and a certificate of good standing (or similar documents under the laws of the jurisdiction of Exempted Limited Partnership Act (2025 Revision) incorporation) or a certificate of registration and a certificate of good standing under Part 9 of the Companies Act (2025 Revision); (ii) in the case of a general partner which is a partnership registered under this Act, there shall be filed with the statement a certificate of registration and a certificate of good standing or certified copies thereof; and (iii) in the case of a general partner who is an individual there shall be filed with the statement photographic evidence of that person\u2019s identity and evidence of that person\u2019s residential address in the Islands; and (f) a declaration that the exempted limited partnership shall not undertake business with the public in the Islands other than so far as may be necessary for the carrying on of the business of that exempted limited partnership exterior to the Islands. (2) The Registrar shall maintain a record of each exempted limited partnership registered under this Act and all the statements filed in relation to the exempted limited partnership, which records and statements shall be kept open to public inspection during all usual business hours. (3) An exempted limited partnership\u2019s dual foreign name shall only be entered on the record if its translated name conforms with the provisions of section 6(1). (4) If the exempted limited partnership does not conform with section 6(1) then the dual foreign name and the translated name shall not be entered on the record. (5) The Registrar shall issue a certificate of registration under the Registrar\u2019s hand and seal of office as soon as the registration of the statement pursuant to subsection (1) has been effected. (6) A limited partner of an exempted limited partnership formed after the 15th July, 1991 shall not have the benefit of limited liability until the date indicated on the certificate referred to in subsection (5) issued by the Registrar, and a partnership registered in accordance with section 40(1) shall obtain the benefit of limited liability under this Act with effect from that date but subject to section 40(2). (7) A certificate issued under subsection (5) shall be conclusive evidence that compliance has been made with all the requirements of this Act in respect of the formation and registration of an exempted limited partnership but subject to section 40(2). (8) Notwithstanding subsections (1) and (5), the Registrar may refuse to accept the registration of an exempted limited partnership and refuse to issue a certificate of registration in any case where, in the Registrar\u2019s opinion, the name or translated name of the proposed exempted limited partnership is in contravention of section 6(1). Exempted Limited Partnership Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_10\", \"num\": \"10.\", \"text\": \"Changes in registered particulars 10. (1) Without prejudice to subsection (2), if, during the continuance of an exempted limited partnership, any change is made or occurs in any matter specified in paragraphs (a) to (e) of section 9(1), a statement signed, subject to section 11, by a general partner specifying the nature of the change shall, within sixty days of the change, be filed with the Registrar. (2) A statement signed in accordance with subsection (1) in respect of any arrangement or transaction consequent upon which any person will be removed, replaced or admitted as a general partner in any exempted limited partnership, shall, within fifteen days of the arrangement or transaction, be filed with the Registrar and, until the statement is so filed, the arrangement or transaction shall, for the purposes of this Act and the partnership agreement, not be effective to remove, replace or admit that person as a general partner of the exempt limited partnership and with respect to a replacement or admitted general partner the documentation required by subsection 9(1)(e)(i), (ii) or (iii) of this Act shall be provided as the case may require. (3) Save with the written consent of any person thereby affected, no arrangement or transaction shall take effect to the extent that it seeks to relieve or discharge a general partner from the obligations of a general partner with regard to any debt or obligation of the exempted limited partnership to a person incurred before the arrangement or transaction takes effect. (4) If default is made in compliance with this section, each general partner in default shall incur a penalty of two hundred dollars for each day that the default continues which penalty shall be a debt due to the Registrar and the general partner shall indemnify any person who thereby suffers any loss. (5) The name or translated name of an exempted limited partnership shall not be changed so as to contravene section 6(1) and the Registrar may refuse to accept a statement under subsection (1) which, in the Registrar\u2019s opinion, seeks to effect such a change.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_11\", \"num\": \"11.\", \"text\": \"Failure to file statement 11. If a person required by section 9(1), section 10(1) or (2) or section 36, or by the partnership agreement to execute and file a statement or notice fails to do so, any other partner, and any assignee of a partnership interest who is or may be affected by the failure or refusal may petition the court to direct a person the court sees fit to sign the statement and file the same on behalf of the person in default.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_12\", \"num\": \"12.\", \"text\": \"Copies of certificates 12. (1) Any person may require a certified copy of the certificate of registration, a certificate of good standing or a copy of or extract from any registered statement filed in relation to the exempted limited partnership to be certified as a true copy by the Registrar on payment of a fee the Cabinet may by regulation prescribe. Exempted Limited Partnership Act (2025 Revision) (2) A certificate of registration, a certificate of good standing or a copy of or extract from a registered statement filed with the Registrar issued under this Act, if certified by the Registrar to be a true copy, shall be received in evidence in all legal proceedings. 12A. Fees for administrative services 12A. A person shall pay to the Registrar the prescribed fee for the provision by the Registrar of any administrative services as may be prescribed.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_13\", \"num\": \"13.\", \"text\": \"Express fees 13. (1) The Registrar, on receipt of \u2014 (a)  an application for registration under section 9 or 42; (b)   an application for any certificate, other than a certificate under section 9(5) or 42(9), which the Registrar is authorised to provide under this Act; (c)   the filing of a notice of termination of registration and written confirmation that the action is authorised by the partnership agreement, for deregistration under section 41; (d)  an application for de-registration under section 43; or (e)  any relevant information for a transaction under subsection (2), which is accompanied by the prescribed fees and the prescribed express fee, shall complete the relevant transaction by \u2014 (i)  the end of the working day, where the application, filing or relevant information and all fees are received by 12 noon; or (ii)  12 noon on the following working day, where the application, filing or relevant information and all fees are received after 12 noon. (2)  For the purposes of subsection (1)(e), the transactions are \u2014 (a)  the filing of any document with the Registrar (other than the filing of any document made as part of an application); (b)  certifications by the Registrar; (c)  the issuance or making of copies by the Registrar; (d)  the issuance of certificates by the Registrar, including customised certificates; or (e)  the issuance of letters by the Registrar, including customised letters.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_14\", \"num\": \"14.\", \"text\": \"Modification of general law 14. (1) A limited partner shall not take part in the conduct of the business of an exempted limited partnership in its capacity as a limited partner. Exempted Limited Partnership Act (2025 Revision) (2) All letters, contracts, deeds, instruments or documents whatsoever shall be entered into by or on behalf of the general partner (or any agent or delegate of the general partner) on behalf of the exempted limited partnership.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_15\", \"num\": \"15.\", \"text\": \"Agreement may specify delegation of authority 15. Where an exempted limited partnership has more than one general partner and this Act gives an authority, consent or power but not an obligation or liability, to the general partner, the partnership agreement may specify which general partner is entitled to exercise that authority, consent or power to the exclusion of any other general partner.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_16\", \"num\": \"16.\", \"text\": \"Property 16. (1) Any rights or property of every description of the exempted limited partnership, including all choses in action and any right to make capital calls and receive the proceeds thereof that is conveyed to or vested in or held on behalf of any one or more of the general partners or which is conveyed into or vested in the name of the exempted limited partnership shall be held or deemed to be held by the general partner and if more than one then by the general partners jointly, upon trust as an asset of the exempted limited partnership in accordance with the terms of the partnership agreement. (2) Any debt or obligation incurred by a general partner in the conduct of the business of an exempted limited partnership shall be a debt or obligation of the exempted limited partnership. (3) The assets of an exempted limited partnership, or any class of assets, may be the subject of a floating charge, whether or not the partners of the exempted limited partnership, or any of them, are companies, overseas companies or bodies corporate.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_17\", \"num\": \"17.\", \"text\": \"Rights, property and proceeds to vest in incoming partner 17. (1) On the admission or substitution of any general partner or general partners, in this subsection referred to as an \u201cincoming general partner\u201d, in accordance with the terms of the partnership agreement and this Act, all rights or property of every description of the exempted limited partnership, including all choses in action and any right to make capital calls and receive the proceeds thereof, held or deemed to be held by the general partner or general partners in accordance with the foregoing subsection, in this subsection referred to as the \u201cexisting general partners\u201d, shall vest without the requirement for further formalities in the incoming general partner and any continuing existing general partners and shall be held by it or them in accordance with this Act. (2) On the withdrawal of a general partner in accordance with the terms of the partnership agreement and this Act \u2014 Exempted Limited Partnership Act (2025 Revision) (a) all rights or property of every description of the exempted limited partnership, including all choses in action and any right to make capital calls and receive the proceeds thereof, shall vest without the requirement for further actions or formalities in the remaining general partner or general partners and shall be held by it or them in accordance with this Act; and (b) subject to section 10(3), the remaining general partner or general partners shall be liable for and the property of the exempted limited partnership held by them in accordance with this Act shall be subject to all mortgages, charges or security interests and all contracts, obligations, claims, debts and liabilities of the exempted limited partnership.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_18\", \"num\": \"18.\", \"text\": \"Transactions with the exempted limited partnership 18. Subject to any express or implied term of the partnership agreement to the contrary and to the duty imposed upon a general partner by section 19(1), a partner may lend money to, borrow from and transact other business with the exempted limited partnership so that an asset, debt or obligation of the exempted limited partnership shall thereby be created and with or without interest or security as the general partner shall determine, and shall have the same rights and obligations with respect thereto as a person who is not a partner, but the obligations of the exempted limited partnership to repay a debt to a general partner shall, at all times, be subordinated to the claims of secured and unsecured creditors of the exempted limited partnership.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_19\", \"num\": \"19.\", \"text\": \"General partner to act in good faith 19. (1) A general partner shall act at all times in good faith and, subject to any express provisions of the partnership agreement to the contrary, in the interests of the exempted limited partnership. (2) Subject to any express provisions of the partnership agreement to the contrary, a limited partner of an exempted limited partnership in that capacity does not owe any fiduciary duty in exercising any of its rights or authorities or otherwise in performing any of its obligations under the partnership agreement to the exempted limited partnership or any other partner. Exempted Limited Partnership Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_20\", \"num\": \"20.\", \"text\": \"Liability of limited partner 20. (1) If a limited partner takes part in the conduct of the business of an exempted limited partnership in its dealings with persons who are not partners, that limited partner shall be liable, in the event of the insolvency of the exempted limited partnership, for all debts and obligations of that exempted limited partnership incurred during the period that that limited partner participates in the conduct of the business as though that limited partner were, for that period, a general partner, but that limited partner shall be liable only to a person who transacts business with the exempted limited partnership during the period with actual knowledge of that limited partner\u2019s participation and who then reasonably believed the limited partner to be a general partner. (2) A limited partner does not take part in the conduct of the business of an exempted limited partnership within the meaning of this section by \u2014 (a) holding an office or interest in, or having a contractual relationship with, a general partner or being a contractor for or an agent or employee of the exempted limited partnership or of a general partner or acting as a director, officer or shareholder of a corporate general partner; (b) consulting with and advising a general partner or consenting or withholding consent to any action proposed, in the manner contemplated by the partnership agreement, with respect to the business of the exempted limited partnership; (c) investigating, reviewing, approving or being advised as to the accounts or business affairs of the exempted limited partnership or exercising any right conferred by this Act; (d) acting as surety or guarantor for the exempted limited partnership either generally or in respect of specific obligations; (e) approving or disapproving an amendment to the partnership agreement; (f) calling, requesting, attending or participating in any meeting of the partners; (g) taking any action that results in the winding up or the dissolution of the exempted limited partnership; (h) taking any action required or permitted by the partnership agreement or by law to bring, pursue, settle or terminate any action or proceedings brought pursuant to section 33(2); (i) appointing a person to serve on any board or committee of the exempted limited partnership, a general partner or a limited partner or removing a person therefrom; (j) serving on any board or committee of the exempted limited partnership, a general partner, the limited partners or the partners, or by appointing, electing or otherwise participating in the choice of a representative or any Exempted Limited Partnership Act (2025 Revision) other person to serve on any board or committee, or by acting as a member of any board or committee either directly or by or through any representative or other person, including giving advice or consenting, or refusing to consent, to any action proposed by the general partner on behalf of the exempted limited partnership and exercising any powers or authorities or performing any obligations as a member of that board or committee in the manner contemplated by the partnership agreement; (k) serving on the board of directors or a committee of, consulting with or advising or being an officer, director, shareholder, partner, member, manager, trustee, agent or employee of, or by being a fiduciary or contractor for, any person in which the exempted limited partnership has an interest or any person providing management, consultation, custody or other services or other products for, to or on behalf of, or otherwise having a business or other relationship with, the exempted limited partnership or a general partner of the exempted limited partnership; or (l) voting as a limited partner on \u2014 (i) the winding up and dissolution of the exempted limited partnership; (ii) the purchase, sale, exchange, lease, mortgage, pledge or other acquisition or transfer of any asset by or of the exempted limited partnership; (iii) the incurrence or renewal of indebtedness by the exempted limited partnership; (iv) a change in the nature of the business of the exempted limited partnership; (v) the admission, removal or withdrawal of a general or limited partner and the continuation of business of the exempted limited partnership thereafter; or (vi) transactions in which one or more of the general partners have an actual or potential conflict of interest with one or more of the limited partners. (3) Subsection (2) shall not import any implication that the possession or exercise of any other power by a limited partner will necessarily constitute the taking part by that limited partner in the business of the exempted limited partnership.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_21\", \"num\": \"21.\", \"text\": \"Accounts 21. (1) A general partner shall keep or cause to be kept proper books of account including, where applicable, material underlying documentation including contracts and invoices, with respect to \u2014 (a) all sums of money received and expended by the exempted limited partnership and matters in respect of which the receipt of expenditure takes place; Exempted Limited Partnership Act (2025 Revision) (b) all sales and purchases of goods by the exempted limited partnership; and (c) the assets and liabilities of the exempted limited partnership. (2) For the purposes of subsection (1), proper books of account shall not be deemed to be kept if there are not kept such books as are necessary to give a true and fair view of the business and financial condition of the exempted limited partnership and to explain its transactions. (3) Where the general partner keeps the books of account described in subsection (1) at any place other than at the registered office of the exempted limited partnership or at any other place within the Islands, the general partner shall, upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act (2021 Revision), make available, in electronic form or any other medium, at its registered office copies of its books of account, or any part or parts thereof, as are specified in the order or notice. (4) A general partner shall cause all books of account required to be kept under subsection (1) to be retained for a minimum period of five years from the date on which they are prepared. (5) A person who, being a general partner, knowingly and wilfully contravenes subsection (1) or (4) shall be subject to a penalty of five thousand dollars. (6) A person who, being a general partner, defaults in complying with an order or notice under subsection (3) without reasonable excuse, shall incur a penalty of five thousand dollars and a further penalty of one hundred dollars for every day during which the non-compliance continues.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_22\", \"num\": \"22.\", \"text\": \"Information regarding condition of partnership 22. Subject to any express or implied term of the partnership agreement, each limited partner may demand and shall receive from a general partner true and full information regarding the state of the business and financial condition of the exempted limited partnership.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_23\", \"num\": \"23.\", \"text\": \"Differences decided by general partner 23. Any difference arising as to matters connected with the business of the exempted limited partnership shall be decided by the general partner, and, if more than one, by a majority of the general partners as is provided in the partnership agreement.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_24\", \"num\": \"24.\", \"text\": \"Establishment, regulation of boards, committees 24. (1) Where a partnership agreement contains provisions for the establishment and regulation of any boards or committees of an exempted limited partnership, its partners or any class or category of those partners, or representatives of any of the partners, including \u2014 (a) the establishment and constitution of boards or committees; Exempted Limited Partnership Act (2025 Revision) (b) the manner and terms of appointment and removal of the members of boards or committees; (c) the powers, rights, authorities, obligations and duties of the members of boards or committees; (d) the regulation of the proceedings of boards or committees; and (e) the rights of the members and former members of boards or committees to exculpation or to be indemnified out of the assets of the exempted limited partnership, then, subject to the express provisions of the partnership agreement, any person duly appointed to be a member of any board or committee in accordance with those provisions shall be deemed to have notice of and shall have the benefit of those provisions which shall not be unenforceable by any person in that person\u2019s own right by reason only that the person is not a party to the partnership agreement. (2) Subject to any express provisions of the partnership agreement to the contrary, a member of any board or committee referred to in subsection (1) does not owe any fiduciary duty in exercising any of its rights or authorities, or otherwise in performing any of its obligations, as a member of the board or committee to the exempted limited partnership or any partner.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_25\", \"num\": \"25.\", \"text\": \"Failure to perform 25. (1) If a partnership agreement provides that where a partner fails to perform any of its obligations under, or otherwise breaches the provisions of, the partnership agreement that partner may be subject to or suffer remedies for, or consequences of, the failure or breach specified in the partnership agreement or otherwise applicable under any law then those remedies or consequences shall not be unenforceable solely on the basis that they are penal in nature. (2) The remedies or consequences under subsection (1) may include but are not limited to any one or more of the following \u2014 (a) reducing, eliminating or forfeiting the defaulting partner\u2019s partnership interest in the exempted limited partnership or any rights of the defaulting partner under the partnership agreement; (b) subordinating the defaulting partner\u2019s partnership interest to the interests of non-defaulting partners; (c) effecting a forced sale or forfeiture of the defaulting partner\u2019s partnership interest; (d) arranging for the lending by other partners or other persons to the defaulting partner of the amount necessary to meet the defaulting partner\u2019s commitment; Exempted Limited Partnership Act (2025 Revision) (e) providing for the fixing of the value of the defaulting partner\u2019s partnership interest by appraisal or by formula and the redemption or sale of the defaulting partner\u2019s partnership interest at that value; or (f) exercising any other remedy or consequence specified in the partnership agreement or available under any applicable laws. (3) Subject to the general partner\u2019s duty under section 19(1), a general partner shall not be liable for its decision to impose or for imposing any remedies or consequences upon any partner, or for its decision not to do so and references in this subsection to a partnership interest shall for the avoidance of doubt also be construed as including any part thereof.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_26\", \"num\": \"26.\", \"text\": \"Agreement as to benefits 26. A person who has executed the partnership agreement of an exempted limited partnership or who is named or otherwise identified, including as a class, in the partnership agreement shall not be deemed to be or otherwise construed as a partner of the exempted limited partnership if \u2014 (a) that person has executed the partnership agreement solely in order to take the benefit of a provision of, or assume an obligation under, the partnership agreement otherwise than as a partner; or (b) where, on a proper construction of the partnership agreement, the parties did not intend the person to be a partner of the exempted limited partnership.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_27\", \"num\": \"27.\", \"text\": \"Execution considered valid 27. (1) Any partnership agreement, any agreement pursuant to which any person agrees to make any commitment or contribution to an exempted limited partnership as a partner and any agreement, contract, deed, instrument including any instrument under seal or document entered into by or on behalf of the general partner for itself in the case of the partnership agreement or otherwise on behalf of the exempted limited partnership is executed validly by the parties thereto where it is executed in any manner contemplated by the parties thereto, including, without limitation \u2014 (a) where the complete agreement, contract, deed, instrument or document is executed; or (b) where any signature or execution page to the agreement, contract, deed, instrument or document is executed, whether or not the agreement, contract, deed, instrument or document is at the time in its final form, and which is attached by, or on behalf of, the relevant party to, or otherwise with the relevant party\u2019s express or implied authority to, the agreement, contract, deed, instrument or document, Exempted Limited Partnership Act (2025 Revision) if the agreement, contract, deed, instrument or document is executed in conformity with this Act or any other Law of the Islands applicable to execution of the agreement, contract, deed, instrument or document. (2) Subsection (1) shall apply to agreements, contracts, deeds, instruments including instruments under seal or other documents regardless of whether they were made before, on or after the commencement of this subsection and no agreement, contract, deed, instrument, including instruments under seal, or other document made before the commencement of this subsection shall be invalid if it satisfies the requirements of subsection (1).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_28\", \"num\": \"28.\", \"text\": \"Power of attorney 28. (1) For the purposes of the Powers of Attorney Act (1996 Revision) and section 8 of the Property (Miscellaneous Provisions) Act (2017 Revision) where a partnership agreement purports to create or grant a power of attorney, including an irrevocable power of attorney, that power shall be deemed validly to have been executed as a deed and if required duly witnessed on execution of the partnership agreement by or on behalf of the donor of the power or on adherence thereto by the donor of the power pursuant to section 32 without demonstration or satisfaction of any further formalities regarding its execution. (2) Subsection (1) applies equally to every partnership agreement entered into prior to as well as after the commencement of this Act.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_29\", \"num\": \"29.\", \"text\": \"Register of limited partnership interests 29. (1) Subject to subsection (2) the general partner shall maintain or cause to be maintained in the country or territory that the general partner may determine a register of limited partners which shall contain the name and address of each person who is a limited partner of the exempted limited partnership, the date on which a person became a limited partner and the date on which a person ceased to be a limited partner, and the register shall be updated within twenty-one days of the date of any change in the particulars therein. (2) The general partner shall maintain or cause to be maintained at the registered office of the exempted limited partnership a record of the address at which the register of limited partners is maintained, which record shall be updated within twenty-one days of the date of any change in the particulars therein. (3) The register of limited partners and the record of the address at which the register of limited partners is maintained shall be open to inspection during all usual business hours in the place where the register or record is maintained by \u2014 (a) subject to any express or implied term of the partnership agreement, all partners; and (b) any other person with the consent of the general partner. Exempted Limited Partnership Act (2025 Revision) (4) The register of limited partners shall be prima facie evidence of the matters which are directed by this Act to be inserted therein. (5) Where the register of limited partners is kept at a place other than the registered office of the exempted limited partnership, the general partner shall make available at the registered office, in electronic form or any other medium, the register of limited partners upon service of an order or notice by the Tax Information Authority pursuant to the Tax Information Authority Act (2021 Revision). (6) A person who, being a general partner, defaults in complying with subsection (1) or (2), commits an offence and is liable on summary conviction to a fine of ten thousand dollars for each day that the default continues and shall indemnify any person who thereby suffers any loss. (7) A person who, being a general partner, defaults in complying with an order or notice under subsection (5) without reasonable excuse, shall incur a penalty of five hundred dollars and a further penalty of one hundred dollars for every day during which that non-compliance continues.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_30\", \"num\": \"30.\", \"text\": \"Maintenance of records 30. (1) The general partner shall maintain or cause to be maintained in any country or territory that the general partner may determine, a record of the amount and date of the contribution or contributions of each limited partner and the amount and date of any payment representing a return of the whole or any part of the contribution of any limited partner, which record shall be updated within twenty-one days of the date of any change in the particulars therein. (2) Subsections (4), (5), (6) and (7) of section 29 shall apply to the records required to be maintained pursuant to this section. (3) The records maintained pursuant to this section shall be open to inspection during all usual business hours in the place where the records are maintained by any person with the consent of the general partner.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_31\", \"num\": \"31.\", \"text\": \"Registration of security interests 31. (1) The general partner shall maintain or cause to be maintained at the registered office, a register of security interests in which shall be registered each security interest in relation to which a valid notice has been served in accordance with section 32(9). (2) The register of security interests under subsection (1) shall contain the identity of the grantor and grantee, the partnership interest or part thereof subject to the security interest and the date on which notice of the security interest was validly served in accordance with section 32(9). (3) The register described in subsection (1) may be inspected by any person during all usual business hours. Exempted Limited Partnership Act (2025 Revision) (4) Any security interest over the whole or any part of a limited partnership interest shall have priority according to the time that the written notice is validly served at the registered office of the exempted limited partnership in accordance with section 32(9). (5) If default is made by a general partner in the maintenance of the register described in subsection (1), each general partner in default shall incur a penalty of twenty-five dollars for each day that the default continues.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_32\", \"num\": \"32.\", \"text\": \"Transfer of partnership interests 32. (1) A partnership interest is transferable in whole or in part in accordance with the provisions of the partnership agreement and this section. (2) Subject to the partnership agreement, a person may become a partner of an exempted limited partnership either by executing and delivering the partnership agreement or any supplement thereto or counterpart thereof together with the general partner, by acceding to the partnership agreement in accordance with its terms or upon the transfer of all or part of a partnership interest in accordance with this section, each of which is for this section referred to as an \u201cadmission\u201d, and in each case without the consent of the limited partners. (3) Where the requirements for or conditions to an admission contained in the partnership agreement have been complied with in accordance with their terms or, to the extent permitted by the partnership agreement, waived, any person, however admitted, shall without the requirement for any further actions or formalities, be deemed to have adhered to and agreed to be bound by the terms and conditions of the partnership agreement and shall have the rights and be subject to the obligations contained in the partnership agreement and this Act as if the person and all existing partners had together duly executed and delivered the partnership agreement. (4) The provisions of subsection (3) shall apply to every transfer or purported transfer of a partnership interest in whole or in part and each admission of a person as a partner of an exempted limited partnership prior to, as well as after, the commencement of this Act. (5) Section 6 of the Property (Miscellaneous Provisions) Act (2022 Revision) shall not apply to partnership interests. (6) Subject to the partnership agreement, no limited partner may \u2014 (a) transfer; or (b) grant any security interest in, the whole or any part of that person\u2019s limited partnership interest except with the written consent of the general partner given prior to, or simultaneously with, the transfer or grant. Exempted Limited Partnership Act (2025 Revision) (7) Subject to the partnership agreement and this Act, a general partner may transfer or grant a security interest in the whole or any part of that person\u2019s general partnership interest with the written consent of any other general partner given prior to, or simultaneously with, the transfer or grant. (8) Subject to the partnership agreement \u2014 (a) the transferee of a general partnership interest or part thereof shall be admitted as a general partner in place of and subject to section 10(2) to the exclusion of, or in addition to, as the case may be, the transferor in respect of the general partnership interest or part thereof transferred but \u2014 (i) the transferee shall not be liable for any obligation of the exempted limited partnership incurred before the transferee is so admitted unless otherwise agreed in writing by the transferor and the transferee; and (ii) the transferor shall remain liable for any obligation of the exempted limited partnership incurred before the transferor ceased to be a general partner unless otherwise agreed in writing by the transferor, the transferee and the person to whom the obligation is owed; and (b) the transferee of a limited partnership interest or part thereof shall be admitted as a limited partner, wholly or partly, as the case may be, in place of and to the exclusion of the transferor in respect of the limited partnership interest or part thereof transferred but, unless otherwise agreed in writing by the transferor, the transferee and the general partner, the transferee shall not assume any liability of the transferor pursuant to section 20(1) or section 34(1) and no transfer shall relieve the transferor of any liability under those subsections. (9) Written notice of the grant of a security interest over the whole or any part of a limited partnership interest shall be given by the grantor or the grantee to the exempted limited partnership at its registered office. (10) A notice under subsection (9) is not validly given unless it specifies the agreement pursuant to which the security interest is granted including the date thereof and the parties thereto, the identity of the grantor and grantee of the security interest, and the partnership interest or part thereof that is subject to that security interest. (11) Nothing in this section shall prevent a partner from assigning or otherwise disposing of, whether absolutely or by way of security in any manner permitted by law, any right, debt or other chose in action arising under a partnership agreement but no assignment or other disposition may, subject to the partnership agreement, be made without the consent of the general partner or, in the case of an assignment or disposition by a general partner, the consent of any other general partner given prior to, or simultaneously with, the assignment or disposition. Exempted Limited Partnership Act (2025 Revision) (12) A partnership agreement may provide that, as against any other partner, any assignment or other disposition by a partner of any right, debt or other chose in action arising under a partnership agreement shall confer economic rights only and for the purposes of this section \u201ceconomic rights\u201d are \u2014 (a) any rights to make and enforce capital calls, to receive the proceeds thereof and to enforce payment of, and receive any sums payable to the partner including the rights on the winding up and dissolution of the exempted limited partnership; (b) the right to receive a share of profits of the exempted limited partnership or a share of the property on its winding up and dissolution; (c) the right to an account for the purpose of ascertaining the amount or share of any of the foregoing; and (d) any other rights that are expressly stated in the partnership agreement to be assignable. (13) Any consent of a general partner required by this section may, subject to any express provision of the partnership agreement to the contrary, be withheld in the general partner\u2019s sole discretion. (14) Any notice of any assignment or other disposition referred to in subsection (11) that may be required or permitted to be given to any one or more of the other general partners of an exempted limited partnership shall, notwithstanding any other rule of law or equity, be deemed to have been so given if given to the exempted limited partnership.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_33\", \"num\": \"33.\", \"text\": \"Proceedings 33. (1) Subject to subsection (3), legal proceedings by or against an exempted limited partnership may be instituted by or against any one or more of the general partners only, and a limited partner shall not be a party to or named in the proceedings. (2) If the court considers it just and equitable any person or a general partner shall have the right to join in or otherwise institute proceedings against any one or more of the limited partners who may be liable under section 20(1) or to enforce the return of the contribution, if any, required by section 34(1). (3) A limited partner may bring an action on behalf of an exempted limited partnership if any one or more of the general partners with authority to do so have, without cause, failed or refused to institute proceedings. (4) If any action taken pursuant to subsection (3) is successful, in whole or in part, as a result of a judgment, compromise or settlement of any action, the court may award any limited partner bringing any action reasonable expenses, including attorney\u2019s fees, from any recovery in any action or from an exempted limited partnership. Exempted Limited Partnership Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_34\", \"num\": \"34.\", \"text\": \"Return of contributions 34. (1) If a limited partner receives a payment representing a return of any part of that person\u2019s contribution or is released from any outstanding obligation in respect of that person\u2019s commitment and at the time that the payment was made or the release effected \u2014 (a) the exempted limited partnership is insolvent including where the payment or release causes the insolvency; and (b) the limited partner has actual knowledge of the insolvency of the exempted limited partnership, then for a period of six months commencing on the date of that payment or release but not thereafter, the limited partner shall be liable to the exempted limited partnership for the amount of the payment or the due performance of the released obligation in respect of that person\u2019s commitment in each case to the extent that the repayment or performance of the released obligation is necessary to discharge a debt or obligation of the exempted limited partnership incurred during the period that the contribution or commitment represented an asset of the exempted limited partnership. (2) Any amount required to be repaid pursuant to this section shall, unless the partnership agreement specifies otherwise, bear simple interest at the rate of ten per cent per annum, calculated on a daily basis. (3) The partnership agreement may specify \u2014 (a) that no interest shall apply; (b) that a different rate of interest, including a compound rate shall apply; or (c) a different basis for calculating interest payable.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_35\", \"num\": \"35.\", \"text\": \"Manner in which partnership may not be dissolved 35. Subject to any express or implied term of the partnership agreement to the contrary \u2014 (a) an exempted limited partnership shall not be dissolved nor the partnership agreement terminated by \u2014 (i) changes in, additions to or substitutions of any one or more of the partners; (ii) the transfer of the whole or part of the partnership interest of a limited partner; (iii) the death, bankruptcy, dissolution, removal, withdrawal or winding up of a limited partner or a limited partner\u2019s withdrawal or redemption of, or repurchase by the partnership of, any limited partnership interest; (iv) the incapacity of a limited partner; Exempted Limited Partnership Act (2025 Revision) (v) any one or more of the limited partners granting a mortgage, charge or other form of security interest over the whole or part of that person\u2019s partnership interest; (vi) the sale, exchange, lease, mortgage, pledge or other transfer of any of the assets of the exempted limited partnership; or (vii) a de-registration of the exempted limited partnership pursuant to section 41 or 43; and (b) a limited partner shall not be entitled to wind up and dissolve the partnership by notice.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_36\", \"num\": \"36.\", \"text\": \"Dissolution 36. (1) An exempted limited partnership shall be voluntarily wound up in accordance with the provisions of the partnership agreement \u2014 (a) at the time or upon the occurrence of any event specified in the partnership agreement; or (b) unless otherwise specified in the partnership agreement, upon the passing of a resolution of all the general partners and a two-thirds majority of limited partners. (2) On the completion of the winding up of an exempted limited partnership, the general partner or other person appointed as liquidator in accordance with subsection (12) shall \u2014 (a)  file a notice of dissolution with the Registrar; and (b)  submit to the Registrar the prescribed fee, and subject to section 37, an exempted limited partnership shall not be dissolved by an act of the partners or otherwise until a notice of dissolution signed by a general partner or liquidator has been filed with the Registrar and the prescribed fee has been submitted to the Registrar. (3) Except to the extent that the provisions are not consistent with this Act, and in the event of any inconsistencies, this Act shall prevail, and subject to any express provisions of this Act to the contrary, the provisions of Part 5 of the Companies Act (2025 Revision) and the Companies Winding Up Rules (2023 Consolidation) shall apply to the winding up of an exempted limited partnership and for this purpose \u2014 (a) references in Part 5 to a company shall include references to an exempted limited partnership; (b) the limited partners shall be treated as if they were shareholders of a company and references to contributories in Part 5 shall be construed accordingly, except that the application of the provisions shall not cause a limited partner to be subject to any greater liability than that limited partner Exempted Limited Partnership Act (2025 Revision) would otherwise bear under this Act, but for the application of this paragraph; (c) references in Part 5 to a director or officer of a company shall include references to the general partner of an exempted limited partnership; (d) except for sections 123, excluding subsection (1)(b) and (c), 129, 140, 145, and 147 of the Companies Act (2025 Revision), Part 5 shall not apply to a voluntary dissolution and winding up under subsection (1); (e) in the case of a voluntary winding-up of an exempted limited partnership under subsection (1) where the partnership was registered under section 9 prior to 11th May 2009, the necessary time period for compliance with the requirements of section 123 (1) of the Companies Act (2025 Revision) shall be at least twenty-eight days prior to the final distribution of the assets of the exempted limited partnership to partners rather than within twentyeight days of the commencement of its voluntary winding-up; (f) the Insolvency Rules Committee established pursuant to the Companies Act (2025 Revision) shall have the power to make rules and prescribe forms for the purpose of giving effect to this section or its interpretation; and (g) on application by a partner, creditor or liquidator, the court may make orders and give directions for the winding up and dissolution of an exempted limited partnership as may be just and equitable. (4) Notwithstanding that any order or direction has been made pursuant to subsection (3)(g) or that the winding up of an exempted limited partnership has commenced, a creditor who has security over the whole or part of the assets of the exempted limited partnership is entitled to enforce that person\u2019s security without the leave of the court and without reference to the general partner or any liquidator appointed to wind up the exempted limited partnership. (5) Where a liquidator sells assets on behalf of a secured creditor of an exempted limited partnership, the liquidator is entitled to deduct from the proceeds of sale a reasonable sum by way of remuneration. (6) Where an exempted limited partnership is being wound up and a liquidator is appointed, the Registrar shall within 28 days of the appointment be notified of the name and business address of the liquidator. (7) The general partner or its legal representative shall promptly serve notice on all limited partners informing the limited partners of \u2014 (a) the death; (b) the commencement of liquidation, bankruptcy or dissolution proceedings; or (c) the withdrawal, removal or making of a winding up or dissolution order, in relation to the sole or last remaining qualifying general partner and in this section each event is referred to an \u201cevent of withdrawal\u201d. Exempted Limited Partnership Act (2025 Revision) (8) If default is made in compliance with this section, each general partner or its legal representative, in default shall incur a penalty of twenty-five dollars for each day that the default continues, which penalty shall be a debt due to the Registrar. (9) Unless the partnership agreement provides otherwise, if a new qualifying general partner is not elected within ninety days after the service of notice of an event of withdrawal in accordance with subsection (7), in this section referred to as \u201cthe automatic wind up date\u201d, the exempted limited partnership shall be wound up in accordance with the partnership agreement or the orders or directions the court may make or give in accordance with subsection (3)(g). (10) The winding up of an exempted limited partnership shall be deemed to commence upon the earlier to occur of any of the following \u2014 (a) the passing of a resolution for winding up; (b) subject to subsection (9), the automatic wind up date; (c) the expiry of the period fixed for the duration of the exempted limited partnership by the partnership agreement; (d) the occurrence of an event provided by the partnership agreement upon which the exempted limited partnership is to be wound up; or (e) where a winding up order has been made, the presentation of the petition for winding up. (11) In the event that an exempted limited partnership is required to be wound up in accordance with the provisions of subsection (9) then the date of commencement of winding up shall be the date falling ninety days after the service of notice of an event of withdrawal. (12) If a majority of limited partners specified in the partnership agreement as being entitled to vote to elect a new general partner in accordance with the terms of the partnership agreement elects one or more new qualifying general partners by the automatic winding up date \u2014 (a) the exempted limited partnership shall not be required to be wound up and dissolved; and (b) the business of the exempted limited partnership may be resumed and continued as provided for in the partnership agreement or any subsequent agreement. (13) Following the commencement of the winding up of an exempted limited partnership its affairs shall be wound up by the general partner or other person appointed pursuant to the partnership agreement unless the court otherwise orders on the application of any partner, creditor or liquidator of the exempted limited partnership pursuant to subsection (3)(g). Exempted Limited Partnership Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_37\", \"num\": \"37.\", \"text\": \"Registrar may strike off register 37. (1) Where the Registrar has reasonable cause to believe that an exempted limited partnership is not carrying on business or is not in operation, the Registrar may strike the exempted limited partnership off the register and the exempted limited partnership shall thereupon be dissolved. (2) A request on behalf of the general partner to strike the exempted limited partnership off the register shall be accompanied by a fee in the amount prescribed by the Cabinet by regulation. (3) Where an exempted limited partnership is being wound up, and the Registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the exempted limited partnership are fully wound up, the Registrar may strike the exempted limited partnership off the register and the exempted limited partnership shall thereupon be dissolved without the need for a notice of dissolution to be filed pursuant to section 36(2). (4) The Registrar shall immediately publish a notice in the Gazette to the effect that the exempted limited partnership in question has been struck off the register, the date on which it has been struck off and the reason therefor. (5) A general partner, limited partner or creditor who objects to an exempted limited partnership being struck off the register pursuant to this section, on the grounds that the exempted limited partnership was at the time it was struck off the register carrying on business, in operation or otherwise, may make an application to the court for the name of the exempted limited partnership to be restored to the register. (6) An application under subsection (5) shall be made \u2014 (a) within two years of the date upon which the name of the exempted limited partnership was struck off the register; or (b) within a period that the Cabinet may by order allow but which shall not exceed ten years of the date upon which the name of the exempted limited partnership was struck off the register. (7) The court, if satisfied that the exempted limited partnership was, at the time that it was struck off the register, carrying on business, in operation or otherwise, may order that the name of the exempted limited partnership be restored to the register upon \u2014 (a) payment by the applicant of a reinstatement fee; (b) payment by the applicant of any other accrued outstanding fees; and (c) any other terms and conditions which the court considers just. (8) The reinstatement fee referred to in subsection (7) shall be the same as the fee paid by the exempted limited partnership upon initial registration. Exempted Limited Partnership Act (2025 Revision) (9) Where an order is made under subsection (7) the exempted limited partnership is deemed to have continued in existence as if it had not been struck off. (10) The court may, in addition or subsequent to, an order made under subsection (7), by order give directions and make provision for, as far as possible, placing the exempted limited partnership and all other persons affected from the name of the exempted limited partnership being struck off the register, in the same position as if the name of the exempted limited partnership had not been struck off the register. (11) The striking off the register of any exempted limited partnership under this Act shall not affect the liability, if any, of any general partner or limited partner of the exempted limited partnership, and the liability shall continue and may be enforced as if the exempted limited partnership had at all times continued to be in existence. (12) An act performed or thing done by the Registrar under this section shall not attract any liability.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_38\", \"num\": \"38.\", \"text\": \"Tax undertaking 38. (1) The Financial Secretary may, on application by a general partner, give an undertaking in respect of any exempted limited partnership that a law which is hereafter enacted in the Islands imposing any tax to be levied on profits or income or gains or appreciations shall not apply to the exempted limited partnership or to any partner thereof in respect of the operations or assets of the exempted limited partnership or the partnership interest of a partner therein. (2) Any undertaking given under subsection (1) may provide, in addition, that the aforesaid taxes and any tax in the nature of estate duty or inheritance tax shall not be payable in respect of the obligations of the exempted limited partnership or the interests of the partners therein. (3) Any undertaking as aforesaid may be for a period not exceeding fifty years from the date of the approval of the application and may be in the form determined by the Financial Secretary. (4) The Financial Secretary shall prepare and present to the Cabinet, a report of all applications made and granted pursuant to this section on a monthly basis. (5) The first report due to be prepared pursuant to subsection (4) shall be presented to the Cabinet on the date specified by the Cabinet by Order. Exempted Limited Partnership Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_39\", \"num\": \"39.\", \"text\": \"Annual return 39. (1) An exempted limited partnership shall, in January in every year, file with the Registrar a return signed by or on behalf of a general partner certifying that the exempted limited partnership has, during the prior calendar year, complied with section 10(1) and that there has been no breach of the declaration given in accordance with paragraph (f) of section 9(1) and pay to the Registrar an annual fee of the amount that the Cabinet shall, from time to time, by regulation prescribe. (2) The annual fee payable and the return due to be filed under subsection (1) shall be tendered at the same time. (3) An exempted limited partnership which fails to comply with subsection (1) shall \u2014 (a) where the annual fee is paid or the return is filed between 1st April and 30th June, incur a penalty of 33.33% of the annual fee; (b) where the annual fee and penalties are paid or the return is filed between 1st July and 30th September, incur a penalty 66.67% of the annual fee; and (c) where the annual fee and penalties are paid or the return is filed between 1st October and 31st December, incur a penalty 100% of the annual fee. (4) A penalty specified in subsection (3) shall be a debt due to the Registrar.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_40\", \"num\": \"40.\", \"text\": \"Re-registration 40. (1) Any partnership registered under the Limited Partnership Law (Revised) prior to its repeal or sections 45 to 54 and 56 to 57 of the Partnership Act (2025 Revision) or any Law amending or replacing the same shall not be affected by this Act but shall continue to be governed by that law. (2) A partnership described in subsection (1) and any partnership established under the laws of a jurisdiction other than the Islands, in this section referred to as a \u201cregistered partnership\u201d, may, at any time, upon \u2014 (a) effecting the amendments to the partnership agreement as shall be necessary to comply with this Act, if any; (b) paying a fee of the amount that the Cabinet may by regulation prescribe; and (c) filing the statement required by section 9(1), be registered under this Act and, with effect from the date indicated on the certificate of registration issued by the Registrar pursuant to section 9(5), shall be governed exclusively thereafter as an exempted limited partnership in accordance with this Act. (3) With effect from the date indicated on the certificate of registration described in subsection (2), the exempted limited partnership and the partnership interests of Exempted Limited Partnership Act (2025 Revision) the parties therein and their rights and liabilities, as against any person who is not a partner, shall cease to be governed by the repealed Limited Partnership Law (Revised), or sections 45 to 54 and 56 to 57 of the Partnership Act (2025 Revision) or the laws of any other jurisdiction, as the case may be, save in respect of any act or omission occurring before that date which shall continue to be governed by the law of the other jurisdiction. (4) Without prejudice to the foregoing generality such registration shall not operate to \u2014 (a) create a new legal entity; (b) affect the property previously acquired by or on behalf of the exempted limited partnership; (c) affect any act or thing done prior to registration or the rights, powers, authorities, functions or obligations of the exempted limited partnership, any partner or any other person prior thereto; or (d) render defective any legal proceedings by or against the exempted limited partnership or any partner or any other person, and any legal proceedings that could have been continued or commenced by or against the exempted limited partnership or any partner or any other person before its registration hereunder may, notwithstanding registration, be continued or commenced after registration and in respect of which the law of the other jurisdiction shall be of application. (5) With effect from the date indicated on the certificate of registration described in subsection (2), all property of every description, including all choses in action and any right to make capital calls of the registrant partnership shall be the property of the exempted limited partnership to be held in accordance with section 16(1).\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_41\", \"num\": \"41.\", \"text\": \"De-registration pursuant to partnership agreement 41. A general partner of an exempted limited partnership may at any time terminate the registration of an applicant partnership as an exempted limited partnership, if termination of registration is permitted under the terms of the partnership agreement, by filing a written notice of termination of registration with the Registrar together with written confirmation that the action is authorised by the partnership agreement, accompanied by the prescribed fee.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_42\", \"num\": \"42.\", \"text\": \"Registration of foreign limited partnerships 42. (1) In this section \u2014 \u201cforeign limited partnership\u201d means a limited partnership or limited liability partnership established in a recognised jurisdiction outside the Islands. \u201crecognised jurisdiction\u201d is one that is prescribed as such by the Cabinet in regulations made under this Act; and Exempted Limited Partnership Act (2025 Revision) \u201crelevant authority\u201d means the national, state or local government authority, registry or other body in the recognised jurisdiction that is responsible for forming or establishing the foreign limited partnership. (2) Subject to subsection (3), a foreign limited partnership may apply to be registered pursuant to this section in order to act as the general partner of an exempted limited partnership. (3) A foreign limited partnership may be registered by the Registrar upon payment to the Registrar of a registration fee of the amount the Cabinet by regulation, prescribes and by filing with the Registrar certified copies of \u2014 (a) its certificate of formation in its jurisdiction of establishment or the equivalent document issued by the relevant authority as evidence of its formation; and (b) a certificate of good standing issued by the relevant authority. (4) If the certificate of good standing required under subsection (3)(b) is unavailable from the relevant authority, then the foreign limited partnership is required to file with the Registrar, a declaration signed by a person authorised to act on behalf of the foreign limited partnership stating that the foreign limited partnership is in good standing with the relevant authority. (5) Neither certificate of good standing under subsection (3)(b) nor the declaration under subsection (4) shall be dated earlier than one month prior to the date of its delivery to the Registrar, and shall be accompanied by a statement signed by or on behalf of the foreign limited partnership specifying \u2014 (a) the name, dual foreign name and the translated name, if applicable, of the foreign limited partnership; (b) the jurisdiction in which it is established; (c) whether the foreign limited partnership is deemed to be a separate legal person under the laws of the jurisdiction in which it is established and, if so, the full name and address of any managing member or other person, if not identified in paragraph (f), who immediately controls or directs the affairs of the foreign limited partnership; (d) the address of its registered office in its jurisdiction of formation or establishment; (e) the names and addresses of some one or more than one person resident in the Islands authorised to accept on its behalf service of process and any notices required to be served on it; and (f) the full name and address of any general partners of the foreign limited partnership, if applicable. (6) A foreign limited partnership shall, in January of each year, pay to the revenues of the Islands an annual fee in the amount and in the manner the Cabinet by regulation, prescribes. Exempted Limited Partnership Act (2025 Revision) (7) A foreign limited partnership that defaults in paying the annual fee specified in subsection (6) shall incur a penalty of \u2014 (a) 33.33% of the annual fee specified in subsection (6) if the fee and penalty are paid between the 1st April and the 30th June; (b) 66.67% of the annual fee specified in subsection (6) if the fee and penalty are paid between the 1st July and the 30th September; and (c) 100% of the annual fee specified in subsection (6) if the fee and penalty are paid between the 1st October and the 31st December. (8) A penalty specified in subsection (7) is a debt due to the Registrar. (9) Upon compliance with subsections (3), (4) and (5) the Registrar shall issue a certificate of registration under the Registrar\u2019s hand and seal of office to the foreign limited partnership. (10) A certificate of registration of a foreign limited partnership issued under subsection (9) is conclusive evidence that compliance has been made with all requirements of this Act in respect of registration. (11) If any change is made in any details contained in the statement filed under subsection (5), a statement signed by or on behalf of the foreign limited partnership specifying the nature of the change shall, within sixty days of the change, be filed with the Registrar. (12) If default is made in compliance with subsection (11), each foreign limited partnership shall incur a penalty of two hundred dollars for each day that the default continues which shall be a debt due to the Registrar and the foreign partnership shall indemnify any person who thereby suffers any loss. (13) Any process or notice required to be served on a foreign limited partnership is sufficiently served if addressed to any person whose name has been delivered to the Registrar under subsection (5) and left at or sent by post to the address which has been so delivered. (14) A document may be served on the foreign limited partnership by leaving it at or sending it by post to any place of business established by the foreign limited partnership in the Islands. (15) An instrument executed by or on behalf of a foreign limited partnership outside the Islands is, and is to be treated as, a deed or instrument under seal \u2014 (a) if it is \u2014 (i) sealed; or (ii) expressed to be, or is expressed to be executed as, or otherwise makes clear on its face it is intended to be, a deed; and (b) if it is executed in conformity with any requirement imposed by \u2014 Exempted Limited Partnership Act (2025 Revision) (i) the laws of the jurisdiction in which the foreign limited partnership was established; and (ii) its partnership agreement or equivalent governing document. (16) An instrument executed in accordance with subsection (15) meets any requirement of any law that the instrument is, and is to be treated as, a deed or instrument executed under seal. (17) The execution of an instrument in accordance with subsection (15)(a) and the fact that it was executed in accordance with subsection (15)(b) may be proved by the affidavit or solemn declaration of a witness to the execution of the instrument sworn or made before a notary public or any other person qualified to administer oaths in any jurisdiction. (18) If a foreign limited partnership ceases to be a general partner of an exempted limited partnership, it shall as soon as reasonably practicable \u2014 (a)  file a notice to that effect with the Registrar; and (b)  submit to the Registrar the prescribed fee, and from the date on which the notice and the prescribed fee are submitted to the Registrar, the obligation of the foreign limited partnership to deliver any document to the Registrar ceases. (19) Notwithstanding subsection (18) if the Registrar is satisfied by any other means that a foreign limited partnership has ceased to be a general partner of an exempted limited partnership the Registrar may close the file of the foreign limited partnership and thereupon the obligation of the foreign limited partnership to deliver any document to the Registrar ceases. (20) A general partner of a foreign limited partnership shall not be deemed to have established a place of business in the Islands or commenced carrying on business in the Islands pursuant to Part 9 of the Companies Act (2025 Revision) by virtue solely of so acting.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_43\", \"num\": \"43.\", \"text\": \"De-registration for continuation in another jurisdiction 43. (1) A general partner on behalf of an exempted limited partnership which proposes to be registered by way of continuation as a partnership, body corporate or any other form of entity under the laws of any jurisdiction outside the Islands, in this section referred to as an \u201capplicant\u201d, may apply to the Registrar for the exempted limited partnership, in this section referred to as the \u201capplicant partnership\u201d, to be de-registered in the Islands. (2) The Registrar shall de-register an applicant partnership if \u2014 (a) the applicant proposes to register the applicant partnership by way of continuation in a jurisdiction which permits or does not prohibit the transfer of the applicant partnership in the manner provided in this section referred to as a \u201crelevant jurisdiction\u201d; Exempted Limited Partnership Act (2025 Revision) (b) the applicant has paid to the Registrar a fee equal to three times the annual fee that would have been payable pursuant to section 39(1) in the January immediately preceding the application for de-registration; (c) the applicant has filed with the Registrar notice of any \u2014 (i) change in the name or dual foreign name; (ii) change in the applicant partnership; and (iii) change in its proposed registered office or agent for service of process in the relevant jurisdiction; (d) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up, dissolve or liquidate the applicant partnership in any jurisdiction and no time or event has occurred upon which the applicant partnership is to be wound up; (e) no receiver, trustee or administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the applicant partnership, its affairs or its property or any part thereof; (f) no scheme, order, compromise or other similar arrangement has been entered into or made whereby the rights of creditors of the applicant partnership are and continue to be suspended or restricted; (g) the applicant partnership is not insolvent; (h) an application for de-registration is bona fide and not intended to defraud creditors or the limited partners of the applicant partnership; (i) the applicant has delivered to the Registrar an undertaking signed by an authorised signatory of the applicant that notice of the transfer has been or will be given within twenty-one days to the secured creditors of the applicant partnership; (j) any consent or approval to the transfer required by any contract or undertaking entered into or given by the applicant partnership has been obtained, released or waived, as the case may be; (k) the transfer is permitted by and has been approved in accordance with the partnership agreement of the applicant partnership; (l) the laws of the relevant jurisdiction with respect to transfer have been or will be complied with; (m) the applicant partnership, if licensed or registered under the Banks and Trust Companies Act (2025 Revision), the Companies Management Act (2025 Revision), the Insurance Act, 2010 [Law 32 of 2010], the Mutual Funds Act (2025 Revision), the Private Funds Act (2025 Revision) or the Securities Investment Business Act (2020 Revision), has obtained consent of the Cayman Islands Monetary Authority to the transfer; Exempted Limited Partnership Act (2025 Revision) (n) the applicant partnership will upon registration under the laws of the relevant jurisdiction continue as a partnership, body corporate or other form of entity; (o) the applicant partnership is in good standing with the registrar and all outstanding fees due to be paid in relation to the applicant partnership to the Registrar are paid; and (p) the Registrar is not aware of any other reason why it would be against the public interest to de-register the applicant partnership. (3) Paragraphs (d), (e), (f), (g), (h), (j), (k), (l) and (n) of subsection (2) may be satisfied by filing with the Registrar a voluntary declaration or affidavit of an authorised signatory of the applicant to the effect that, having made due enquiry, the Registrar is of the opinion that the requirements of those paragraphs have been met. (4) A declaration or affidavit under subsection (3) shall include a statement of the assets and liabilities of the applicant partnership. (5) The statement under subsection (4) shall be based on an assessment of the assets and liabilities of the applicant partnership as at the date of the declaration or affidavit or the date as close as is practicable to the foregoing date. (6) An authorised signatory of the applicant, who makes a declaration or affidavit under subsection (3) without reasonable grounds commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years. (7) The Registrar may, upon request from an applicant, where the Registrar is satisfied that the applicant has complied with subsection (2), de-register the applicant partnership. (8) Section 41 does not apply to an applicant partnership under this section.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_44\", \"num\": \"44.\", \"text\": \"Certificate of de-registration 44. (1) Upon the termination of registration of a partnership under section 41, the Registrar shall issue a certificate under the Registrar\u2019s hand and seal of office that the registration of the partnership as an exempted limited partnership has been terminated and specifying the date of termination; and shall enter in the register of exempted limited partnerships the date of termination of the registration of the partnership under section 41. (2) Upon de-registration of an applicant partnership under section 43, the Registrar shall issue a certificate under the Registrar\u2019s hand and seal of office that the applicant partnership has satisfied the de-registration requirements under section 43 and been de-registered as an exempted limited partnership and specifying the date of de-registration and shall enter in the register of exempted Exempted Limited Partnership Act (2025 Revision) limited partnerships the date of de-registration of the applicant partnership under section 43. (3) From the commencement of the date of termination of registration under section 41 or de-registration under section 43 the applicant partnership shall cease to be an exempted limited partnership for all purposes under this Act and in the case of de-registration under section 43 shall continue as a partnership, body corporate or other entity under the laws of the relevant jurisdiction. (4) From the commencement of the date of termination of registration of a partnership under section 41 the applicant partnership becomes a general partnership under the Partnership Act (2025 Revision) and in the case of an applicant partnership de-registered under section 43, the applicant partnership de-registered shall not by virtue of that de-registration alone cease to be a partnership, body corporate or other entity under the laws of the relevant jurisdiction. (5) This section shall not operate, in relation to an applicant partnership deregistered under section 43 and continued as a partnership under the laws of the relevant jurisdiction \u2014 (a) to create a new legal entity unless otherwise provided by the laws of the relevant jurisdiction; (b) to prejudice or affect the identity or continuity of the applicant partnership as previously constituted unless otherwise provided by the laws of the relevant jurisdiction; (c) to affect the property of any applicant partnership; (d) to affect any appointment made, resolution passed or any other act or thing done in relation to the applicant partnership pursuant to a power conferred by the partnership agreement of the applicant partnership or by the laws of the Islands; (e) except to the extent provided by or pursuant to section 43 and this section, to affect the rights, powers, authorities, functions and liabilities or obligations of the applicant partnership or any other person unless otherwise provided by the laws of the relevant jurisdiction; or (f) to render defective any legal proceedings by or against the applicant partnership, and any legal proceedings that could have been continued or commenced by or against the applicant partnership before its deregistration under this Act may, notwithstanding the de-registration, be continued or commenced by or against the applicant partnership after deregistration. Exempted Limited Partnership Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_45\", \"num\": \"45.\", \"text\": \"Notice of de-registration 45. The Registrar shall give notice in the Gazette of the termination of registration of a partnership under section 41 or the de-registration of an applicant partnership under section 43 and, in the case of de-registration under section 43, the jurisdiction under the laws of which the applicant partnership has been registered by way of continuation and the name of the applicant partnership, if changed.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_46\", \"num\": \"46.\", \"text\": \"Certificate of good standing 46. (1) The Registrar may on application made by \u2014 (a) an exempted limited partnership; or (b) a foreign limited partnership registered under section 42, issue a certificate of good standing to the exempted limited partnership or the foreign limited partnership that is in good standing in accordance with subsection (2). (2) A certificate of good standing is evidence of the fact that the exempted limited partnership is in good standing on the date that the certificate of good standing is issued. (3) An exempted limited partnership is deemed to be in good standing if all fees and penalties under this Act have been paid and the Registrar has no knowledge that the exempted limited partnership is in default under this Act.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_47\", \"num\": \"47.\", \"text\": \"Electronic business 47. Nothing in this Act shall prohibit an exempted limited partnership from offering, by electronic means, and subsequently supplying, real or personal property, services or information from a place of business in the Islands or through an internet service provider or other electronic service provider located in the Islands.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_48\", \"num\": \"48.\", \"text\": \"Regulations 48. (1) The Cabinet may make Regulations in respect of exempted limited partnerships and foreign limited partnerships prescribing \u2014 (a) the duties to be performed by the Registrar for the purposes of this Act; (b) the forms to be used for the purposes of this Act; (c) the fees payable to the Registrar in respect of filings, certifications, administrative services or otherwise pursuant to this Act; and (d) generally, the conduct and regulation of registration under this Act and any matters incidental thereto. (2)  Regulations made under this Act may \u2014 (a)  make different provision in relation to different cases or circumstances; Exempted Limited Partnership Act (2025 Revision) (b)  apply in respect of particular persons or particular cases or particular classes of persons or particular classes of cases and define a class by reference to any circumstances whatsoever; and (c)  contain such transitional, consequential, incidental or supplementary provisions as appear to the Cabinet to be necessary or expedient for the purposes of the regulations. (3)  Regulations made under this Act may create an offence punishable by a fine not exceeding fifteen thousand dollars. (4)  Fees prescribed for the purpose of this Act need bear no relationship to the cost of providing any service.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_49\", \"num\": \"49.\", \"text\": \"Recovery of penalties 49. (1) Notwithstanding any provision of this Act which prescribes a specific per diem penalty in respect of a default of any obligation to make a filing, to serve a notice or to maintain a record set out in this Act the Registrar may, in any case where the aggregate per diem penalty has exceeded the amount of one thousand dollars and the Registrar is satisfied that the failure is not due to wilful default, accept payment of a penalty of one thousand dollars in lieu thereof. (2) Without prejudice to the powers exercisable by the Registrar under this Act, all sums that the Registrar is entitled to recover by way of fees or penalties are recoverable either summarily as a civil debt, or as a simple contract debt, in any court of competent jurisdiction.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_50\", \"num\": \"50.\", \"text\": \"Repeal of the Exempted Limited Partnership Law (2013 Revision) and savings 50. (1) The Exempted Limited Partnership Law (2013 Revision) is repealed. (2) The repeal of the Exempted Partnership Law (2013 Revision) shall not affect any exempted limited partnership registered under the repealed Exempted Limited Partnership Law (2013 Revision) and a provision in any document referring to the repealed Exempted Limited Partnership Law (2013 Revision) or its revision shall, so far as may be necessary for preserving its effect, be construed as referring to the corresponding provision in this Act.\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_51\", \"num\": \"51.\", \"text\": \"Validation of the Exempted Limited Partnership Regulations, 2014 51. (1) The purpose of this section is to remedy certain defects in the Exempted Limited Partnership Regulations, 2014 which were purported to be made in accordance with section 48 of the Exempted Limited Partnership Act, 2014. (2)  Section 48 of the Exempted Limited Partnership Act, 2014 provided for the making of regulations by the Cabinet in respect of exempted limited partnerships but the Exempted Limited Partnership Regulations, 2014 also provided for foreign limited partnerships. Exempted Limited Partnership Act (2025 Revision) (3)  The defect under subsection (2) makes regulations 2, 5 and 6 and Schedules 1, 4 and 5 of the Exempted Limited Partnership Regulations, 2014 inconsistent with the Exempted Limited Partnership Act, 2014 to the extent that those regulations and Schedules provided for matters concerning foreign limited partnerships without statutory authority. (4)  Notwithstanding the inconsistency referred to in subsection (3), during the specified period \u2014 (a)  the fees paid without statutory authority to the Registrar in respect of foreign limited partnerships; and (b)  any forms for a translation certificate submitted in respect of foreign limited partnerships, are validated and deemed to have been paid or submitted, as applicable, in accordance with the Exempted Limited Partnership Act, 2014. (5)  For the purposes of this section \u2014 (a)  \u201cspecified period\u201d means the period commencing on 2nd July, 2014, which is the date of the commencement of the Exempted Limited Partnership Act, 2014, and ending on 1st January, 2025, the commencement date of the Exempted Limited Partnership (Amendment and Validation) Act, 2024 [Act 13 of 2024]; and (b)  references to the Exempted Limited Partnership Act, 2014 and the Exempted Limited Partnership Regulations, 2014 include any amended or revised versions of that Act and those Regulations, prior to 1st January, 2025, the commencement date of the Exempted Limited Partnership (Amendment and Validation) Act, 2024 [Act 13 of 2024].\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_52\", \"num\": \"52.\", \"text\": \"Validation of payment and collection of fees 52. The payment of fees to, and the charging and collection of fees by, the Registrar without statutory authority for any service provided by the Registrar prior to 1st January, 2025, the commencement date of the Exempted Limited Partnership (Amendment and Validation) Act, 2024 [Act 13 of 2024] are \u2014 (a)  validated; and (b)  taken to have been lawfully charged by, paid to and collected by the Registrar, as if the Registrar was empowered under the Exempted Limited Partnership Act (2021 Revision) as amended by Exempted Limited Partnership (Amendment and Validation) Act, 2024 [Act 13 of 2024] to charge and collect those fees. Exempted Limited Partnership Act (2025 Revision)\", \"element\": \"section\", \"heading\": null}, {\"eId\": \"sec_53\", \"num\": \"53.\", \"text\": \"Orders or determinations by court not affected 53. The Exempted Limited Partnership (Amendment and Validation) Act, 2024 [Act 13 of 2024] does not affect any order or determination made by a court with respect to fees charged by, paid to and collected by the Registrar without statutory authority for any service provided by the Registrar prior to 1-Jan-2020, the commencement date of the Exempted Limited Partnership (Amendment and Validation) Act, 2024 [Act 13 of 2024]. Publication in consolidated and revised form authorised by the Cabinet this 21st day of January, 2025. Kim Bullings Clerk of the Cabinet Exempted Limited Partnership Act (2025 Revision) ENDNOTES ENDNOTES Table of Legislation history: SL # Act\/Law # Legislation Commencement Gazette 51\/2024 Exempted Limited Partnership (Amendment and Validation) Act, 2024 (Commencement) Order, 2024 19-Dec-2024 LG47\/2024\/s17 13\/2024 Exempted Limited Partnership (Amendment and Validation) Act, 2024 1-Jan-2024 LG47\/2024\/s4 Exempted Limited Partnership Law (2021 Revision) 29-Jan-2021 LG9\/2021\/S3 56\/2020 Citation of Acts of Parliament Act, 2020 3-Dec-2020 LG89\/2020\/s1 31\/2020 Exempted Limited Partnership (Amendment)Law, 2020 7-Jul-2020 LG49\/2020\/s7 Exempted Limited Partnership Law (2018 Revision) 16-Mar-2018 GE22\/2018\/s15 10\/2017 Exempted Limited Partnership (Amendment) Law, 2017 5-Jun-2017 G12\/2017\/s7 5\/2014 Exempted Limited Partnership Law, 2014 2-Jul-2014 GE48\/2014\/s1 ENDNOTES Exempted Limited Partnership Act (2025 Revision) Exempted Limited Partnership Act (2025 Revision) ENDNOTES 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\"FRBRlanguage\": \"eng\"}, \"FRBRManifestation\": {\"FRBRuri\": \"\/akn\/ky\/act\/2001\/5\/eng@2025-01-30.xml\", \"FRBRdate\": [{\"date\": \"2026-06-22\", \"name\": \"generation\"}], \"FRBRthis\": \"\/akn\/ky\/act\/2001\/5\/eng@2025-01-30.xml\", \"FRBRauthor\": [{\"as\": \"#editor\", \"href\": \"\/akn\/ontology\/canary\/organization\/editor\/cilegis\"}], \"FRBRformat\": \"application\/xml\"}}}, \"name\": \"act\", \"header\": {\"title\": \"Exempted Limited Partnership Act\", \"actNumber\": \"5 of 2001\", \"longTitle\": null}}, \"doc\": null, \"bill\": null, \"judgment\": null}}","akn_full_text":"CAYMAN ISLANDS\n\nEXEMPTED LIMITED PARTNERSHIP ACT\n(2025 Revision)\n\nSupplement No. 3 published with Legislation Gazette No. 7 of 30th January, 2025.\n.\n\nPage 2\nRevised as at 1st January, 2025\nc\n\nPUBLISHING DETAILS\nLaw 5 of 2014 consolidated with Laws 10 of 2017, 31 of 2020, Act 13 of 2024 and as\namended by Act 56 of 2020.\n\nRevised under the authority of the Law Revision Act (2020 Revision).\n\nOriginally enacted \u2014\nLaw 5 of 2014-11th April, 2014\nLaw 10 of 2017-27th March, 2017\nLaw 31 of 2020-1st July, 2020\nAct 56 of 2020-7th December, 2020\nAct 13 of 2024-11th December, 2024.\n\nConsolidated and revised this 1st day of January, 2025.\n\nNote (not forming part of this Act): This revision replaces the 2021 Revision which\nshould now be discarded.\n\nExempted Limited Partnership Act (2025 Revision)\nArrangement of Sections\n\nc\nRevised as at 1st January, 2025\nPage 3\n\nCAYMAN ISLANDS\n\nEXEMPTED LIMITED PARTNERSHIP ACT\n(2025 Revision)\nArrangement of Sections\nSection\nPage\n1.\nShort title ...................................................................................................................................5\n2.\nInterpretation .............................................................................................................................5\n3.\nSaving of rules of equity and common law .................................................................................7\n4.\nConstitution ...............................................................................................................................8\n5.\nWhen licence not required .........................................................................................................9\n5A.\nName reservation ......................................................................................................................9\n6.\nName and registered office ........................................................................................................9\n7.\nEstablishment .......................................................................................................................... 10\n8.\nRegistrar .................................................................................................................................. 10\n9.\nRegistration ............................................................................................................................. 10\n10.\nChanges in registered particulars............................................................................................. 12\n11.\nFailure to file statement............................................................................................................ 12\n12.\nCopies of certificates ............................................................................................................... 12\n12A. Fees for administrative services ............................................................................................... 13\n13.\nExpress fees ............................................................................................................................ 13\n14.\nModification of general law ...................................................................................................... 13\n15.\nAgreement may specify delegation of authority ........................................................................ 14\n16.\nProperty ................................................................................................................................... 14\n17.\nRights, property and proceeds to vest in incoming partner ....................................................... 14\n18.\nTransactions with the exempted limited partnership ................................................................. 15\n19.\nGeneral partner to act in good faith .......................................................................................... 15\n20.\nLiability of limited partner ......................................................................................................... 16\n21.\nAccounts .................................................................................................................................. 17\n22.\nInformation regarding condition of partnership ......................................................................... 18\n23.\nDifferences decided by general partner.................................................................................... 18\n\nArrangement of Sections\nExempted Limited Partnership Act (2025 Revision)\n\nPage 4\nRevised as at 1st January, 2025\nc\n\n24.\nEstablishment, regulation of boards, committees ..................................................................... 18\n25.\nFailure to perform .................................................................................................................... 19\n26.\nAgreement as to benefits ......................................................................................................... 20\n27.\nExecution considered valid ...................................................................................................... 20\n28.\nPower of attorney .................................................................................................................... 21\n29.\nRegister of limited partnership interests ................................................................................... 21\n30.\nMaintenance of records ........................................................................................................... 22\n31.\nRegistration of security interests .............................................................................................. 22\n32.\nTransfer of partnership interests .............................................................................................. 23\n33.\nProceedings ............................................................................................................................ 25\n34.\nReturn of contributions ............................................................................................................. 26\n35.\nManner in which partnership may not be dissolved .................................................................. 26\n36.\nDissolution ............................................................................................................................... 27\n37.\nRegistrar may strike off register ............................................................................................... 30\n38.\nTax undertaking ....................................................................................................................... 31\n39.\nAnnual return ........................................................................................................................... 32\n40.\nRe-registration ......................................................................................................................... 32\n41.\nDe-registration pursuant to partnership agreement .................................................................. 33\n42.\nRegistration of foreign limited partnerships .............................................................................. 33\n43.\nDe-registration for continuation in another jurisdiction .............................................................. 36\n44.\nCertificate of de-registration ..................................................................................................... 38\n45.\nNotice of de-registration ........................................................................................................... 40\n46.\nCertificate of good standing ..................................................................................................... 40\n47.\nElectronic business .................................................................................................................. 40\n48.\nRegulations ............................................................................................................................. 40\n49.\nRecovery of penalties .............................................................................................................. 41\n50.\nRepeal of the Exempted Limited Partnership Law (2013 Revision) and savings ...................... 41\n51.\nValidation of the Exempted Limited Partnership Regulations, 2014.......................................... 41\n52.\nValidation of payment and collection of fees ............................................................................ 42\n53.\nOrders or determinations by court not affected ........................................................................ 43\nENDNOTES\n45\nTable of Legislation history: ............................................................................................................... 45\n\nExempted Limited Partnership Act (2025 Revision)\nSection 1\n\nc\nRevised as at 1st January, 2025\nPage 5\n\nCAYMAN ISLANDS\n\nEXEMPTED LIMITED PARTNERSHIP ACT\n(2025 Revision)\n\n1.\nShort title\n1.\nThis Act may be cited as the Exempted Limited Partnership Act (2025 Revision).\n2.\nInterpretation\n2.\nIn this Act \u2014\n\u201ccertified translator\u201d means a person whose interpretation or translation\ncompetence has been tested and approved by a professional association or\ngovernmental body or any other person determined by the Registrar;\n\u201ccommitment\u201d means cash, property, services rendered or other assets which a\npartner agrees to contribute to the capital of an exempted limited partnership in\nits capacity as partner but does not include any moneys agreed to be lent to an\nexempted limited partnership;\n\u201cCompanies Act\u201d means the Companies Act (2025 Revision);\n\u201ccontribution\u201d means cash, property, services or other assets which a partner\ncontributes to the capital of an exempted limited partnership in its capacity as\npartner but does not include any moneys lent by a partner to an exempted limited\npartnership;\n\u201ccourt\u201d means the Grand Court;\n\u201cdual foreign name\u201d means an additional name in any language not utilising\nthe Roman alphabet, utilising any letters, characters, script, accents and other\ndiacritical marks, and which does not have to be a translation or transliteration\nof the name in the Roman alphabet;\n\nSection 2\nExempted Limited Partnership Act (2025 Revision)\n\nPage 6\nRevised as at 1st January, 2025\nc\n\n\u201cexempted limited partnership\u201d means \u2014\n(a)\na partnership formed and registered under section 9(1); or\n(b) a partnership that before the commencement of the Exempted Limited\nPartnership Law, 2014 (Law 5 of 2014) was formed and registered under\nthe repealed Exempted Limited Partnership Law (2013 Revision);\n\u201cgeneral partner\u201d means a person who is named as such in the statement filed\npursuant to section 9 or 10(2) and if more than one shall mean each general\npartner, unless this Act otherwise provides;\n\u201cgeneral partnership interest\u201d means the partnership interest of a general\npartner in that person\u2019s capacity as such;\n\u201cinsolvency of the exempted limited partnership\u201d means that the general\npartner is unable to pay the debts and obligations of the exempted limited\npartnership, otherwise than in respect of liabilities to partners on account of their\npartnership interests, in the ordinary course of business as they fall due out of\nthe assets of the exempted limited partnership, without recourse to the separate\nassets of the general partner not contributed or committed to the exempted\nlimited partnership and \u201cinsolvent\u201d shall be construed accordingly;\n\u201climited partner\u201d means a person who has become a limited partner in\naccordance with section 4(2) or otherwise pursuant to section 32;\n\u201climited partnership interest\u201d means the partnership interest of a limited\npartner in that person\u2019s capacity as such;\n\u201cmajority of limited partners\u201d means a majority or number of limited partners,\nor class or category of limited partners, or other persons, whether parties to the\npartnership agreement or otherwise including the general partner, required by\nor specified, either generally or in respect of a particular matter, in the\npartnership agreement and calculated in the manner specified in the partnership\nagreement, but if no such majority or manner is specified in the partnership\nagreement any required majority of the limited partners shall be a simple\nmajority of the limited partners calculated by reference to the value of the\ncontributions of the limited partners at the time of determination;\n\u201coverseas company\u201d means a company, body corporate or corporate entity\nexisting under the law of a jurisdiction outside of the Islands;\n\u201cpart\u201d means, in relation to a partnership interest, a proportionate part of that\npartnership interest, comprising both the rights, and the obligations under the\npartnership agreement and this Act but without prejudice to the liability of a\ngeneral partner under section 4(2);\n\u201cpartner\u201d means a limited partner or a general partner;\n\u201cpartnership agreement\u201d means any agreement of the partners which provides\nfor the establishment of, and regulates the affairs of, an exempted limited\n\nExempted Limited Partnership Act (2025 Revision)\nSection 3\n\nc\nRevised as at 1st January, 2025\nPage 7\n\npartnership, the conduct of its business and the rights and obligations of the\npartners amongst themselves;\n\u201cpartnership interest\u201d means the interest of a partner in an exempted limited\npartnership in respect of profit, capital and voting or other rights, benefits or\nobligations to which that partner is entitled or subject pursuant to the partnership\nagreement or this Act;\n\u201cpublic in the Islands\u201d excludes any exempted or ordinary non-resident\ncompany registered under the Companies Act (2025 Revision), a foreign\ncompany registered pursuant to Part 9 of the Companies Act (2025 Revision), a\nforeign limited partnership registered under section 42, any company acting as\ngeneral partner of a partnership registered under section 9(1) or any director or\nofficer of the same acting in that capacity or the trustee of any trust registered\nor capable of registration under section 74 of the Trusts Act (2021 Revision)\nacting in that capacity;\n\u201cqualifying general partner\u201d means a general partner of an exempted limited\npartnership that satisfies paragraph (a), (b), (c) or (d) of section 4(4);\n\u201cregistered office provider\u201d means in relation to an exempted limited\npartnership the person who provides the registered office for that exempted\nlimited partnership;\n\u201cRegistrar\u201d means the Registrar of Exempted Limited Partnerships appointed\nin accordance with section 8;\n\u201csecurity interest\u201d means a legal mortgage, an equitable mortgage, charge or\nother form of security interest granted with respect to a partnership interest or\npart thereof whether or not governed by the laws of the Islands;\n\u201csignature\u201d includes a facsimile of a signature however reproduced and a\ndigital signature;\n\u201cspecial economic zone business\u201d means any type of business authorised to be\ncarried on in a special economic zone pursuant to any Law in force in the\nIslands; and\n\u201ctranslated name\u201d means a translation or transliteration of an exempted limited\npartnership\u2019s dual foreign name into the English language provided by either a\nperson licensed to provide the exempted limited partnership\u2019s registered office\nin the Islands or a certified translator, together with a statement as to the foreign\nlanguage in which the dual foreign name is written.\n3.\nSaving of rules of equity and common law\n3.\nThe rules of equity and of common law applicable to partnerships as modified by the\nPartnership Act (2025 Revision) but excluding sections 31, 45 to 54 and 56 to 57 shall\napply to an exempted limited partnership, except where they are inconsistent with the\nexpress provisions of this Act.\n\nSection 4\nExempted Limited Partnership Act (2025 Revision)\n\nPage 8\nRevised as at 1st January, 2025\nc\n\n4.\nConstitution\n4.\n(1) An exempted limited partnership may be formed for any lawful purpose to be\ncarried out and undertaken either in or from within the Islands or elsewhere upon\nthe terms, with the rights and powers, and subject to the conditions, limitations,\nrestrictions and liabilities mentioned in this Act but an exempted limited\npartnership shall not undertake business with the public in the Islands other than\nso far as may be necessary for the carrying on of the business of that exempted\nlimited partnership exterior to the Islands.\n(2) An exempted limited partnership shall consist of one or more persons called\ngeneral partners who shall, in the event that the assets of the exempted limited\npartnership are inadequate, be liable for all debts and obligations of the\nexempted limited partnership, and one or more persons called limited partners\nwho shall not be liable for the debts or obligations of the exempted limited\npartnership save as provided in the partnership agreement and to the extent\nspecified in sections 20(1) and 34(1), but a general partner, without derogation\nfrom that general partner\u2019s position as such, may, in addition, take an interest as\na limited partner in the exempted limited partnership.\n(3) A body corporate, with or without limited liability, and a partnership whether in\nthe name of the partnership and whether or not an exempted limited partnership,\nmay be a general or limited partner of an exempted limited partnership.\n(4) Any one or more of the limited partners and general partners of an exempted\nlimited partnership may be resident, domiciled, established, incorporated or\nregistered under the laws of the Islands or outside of the Islands but at least one\ngeneral partner shall \u2014\n(a)\nif an individual, be resident in the Islands;\n(b) if a company, be registered under the Companies Act (2025 Revision) or\nregistered pursuant to Part 9 of the Companies Act (2025 Revision);\n(c)\nif a partnership, be registered pursuant to section 9(1) or 42, as applicable;\nor\n(d) if any other person, be registered under any other Law or regulation as may\nbe prescribed.\n(5) A limited partner, or person with analogous status, of a partnership which is the\ngeneral partner of an exempted limited partnership shall not, by virtue of that\nfact alone, be taken to be a general partner of the exempted limited partnership.\n(6) A limited partner of an exempted limited partnership shall not cease to have the\nbenefit of limited liability by reason only of the partnership ceasing to have a\nqualifying general partner.\n\nExempted Limited Partnership Act (2025 Revision)\nSection 5\n\nc\nRevised as at 1st January, 2025\nPage 9\n\n5.\nWhen licence not required\n5.\nA person who acts as a general partner of an exempted limited partnership is not, by\nvirtue solely of so acting, required to be licensed under the Local Companies\n(Control) Act (2025 Revision) and shall not require a trust company licence under the\nBanks and Trust Companies Act (2025 Revision), a mutual fund administrator\u2019s\nlicence under the Mutual Funds Act (2025 Revision), a licence under the Companies\nManagement Act (2025 Revision) or a licence under the Trade and Business Licensing\nAct (2021 Revision).\n5A.\nName reservation\n5A. (1) A person (\u201capplicant\u201d) may apply to reserve a specified name by \u2014\n(a)  filing with the Registrar (including by permitted electronic means) an\napplication executed by the applicant specifying the name to be reserved\nand the name and address of the applicant; and\n(b)  paying the prescribed application fee.\n(2)   If, on an application made under subsection (1), the Registrar finds that the name\nis available for use by an exempted limited partnership or a foreign limited\npartnership, the Registrar may reserve the name for exclusive use by the\napplicant for a period of up to four months.\n(3)   On or before the expiry of the period for name reservation under subsection (2),\nthe applicant may make further successive applications pursuant to subsection\n(2) to reserve the specified name.\n6.\nName and registered office\n6.\n(1) Every exempted limited partnership shall have a name which \u2014\n(a)\nshall include the words \u201cLimited Partnership\u201d or the letters \u201cL.P.\u201d or \u201cLP\u201d;\n(b) may include the name of any general partner or limited partner or any\nderivation thereof; and\n(c)\nin the case of an exempted limited partnership carrying on special\neconomic zone business, shall include the words \u201cspecial economic zone\u201d\nor the letters \u201cSEZ\u201d,\nin each case which may be preceded by or followed with a dual or foreign name,\nbut no exempted limited partnership shall have a name or translated name\nwhich, because it is identical or similar to the name of any other entity or it\nfalsely suggests the patronage of or a connection with some person or authority\nor it suggests that the exempted limited partnership is licensed whether in the\nIslands or elsewhere to carry on any type or class of business when it is not in\nfact so licensed or because of any other reason, is calculated or likely to mislead.\n\nSection 7\nExempted Limited Partnership Act (2025 Revision)\n\nPage 10\nRevised as at 1st January, 2025\nc\n\n(2) Every exempted limited partnership shall have a registered office situated in the\nIslands for the service of process and to which all notices and communications\nmay be addressed.\n(3) The registered office of an exempted limited partnership shall be the same as\nthe address of a person licensed by the Authority under the Banks and Trust\nCompanies Act (2025 Revision), the Companies Management Act (2025\nRevision) or the Mutual Funds Act (2025 Revision) except where the registered\noffice was at a different address immediately prior to the date of commencement\nof this Act and remains at that address on or after the date of commencement of\nthis Act.\n(4) For the purpose of subsection (3) the Authority means the Cayman Islands\nMonetary Authority established under section 5(1) of the Monetary Authority\nAct (2020 Revision), and includes a person acting under the Authority\u2019s\nauthorisation.\n7.\nEstablishment\n7.\nA partnership, limited or otherwise, shall not be an exempted limited partnership\nunless registered as such under section 9(1).\n8.\nRegistrar\n8.\nThe Registrar of Companies appointed under the Companies Act (2025 Revision)\nshall be the Registrar of Exempted Limited Partnerships.\n9.\nRegistration\n9.\n(1) The registration of an exempted limited partnership shall be effected by payment\nto the Registrar of a registration fee of an amount that the Cabinet shall, from\ntime to time, by regulation prescribe and by filing with the Registrar a statement\nsigned, subject to section 11, by or on behalf of a general partner containing \u2014\n(a)\nthe name or dual foreign name and translated name of the exempted limited\npartnership;\n(b) the general nature of the business of the exempted limited partnership;\n(c)\nthe address in the Islands of the registered office of the exempted limited\npartnership;\n(d) the term, if any, for which the exempted limited partnership is entered into\nor, if for unlimited duration, a statement to that effect and the date of its\ncommencement;\n(e)\nthe full name and address of the general partner and, if more than one of\neach of them, specifying each of them as a general partner and\n(i)\nin the case of a corporate general partner, there shall be filed with the\nstatement a certificate of incorporation and a certificate of good\nstanding (or similar documents under the laws of the jurisdiction of\n\nExempted Limited Partnership Act (2025 Revision)\nSection 9\n\nc\nRevised as at 1st January, 2025\nPage 11\n\nincorporation) or a certificate of registration and a certificate of good\nstanding under Part 9 of the Companies Act (2025 Revision);\n(ii) in the case of a general partner which is a partnership registered under\nthis Act, there shall be filed with the statement a certificate of\nregistration and a certificate of good standing or certified copies\nthereof; and\n(iii) in the case of a general partner who is an individual there shall be\nfiled with the statement photographic evidence of that person\u2019s\nidentity and evidence of that person\u2019s residential address in the\nIslands; and\n(f)\na declaration that the exempted limited partnership shall not undertake\nbusiness with the public in the Islands other than so far as may be necessary\nfor the carrying on of the business of that exempted limited partnership\nexterior to the Islands.\n(2) The Registrar shall maintain a record of each exempted limited partnership\nregistered under this Act and all the statements filed in relation to the exempted\nlimited partnership, which records and statements shall be kept open to public\ninspection during all usual business hours.\n(3) An exempted limited partnership\u2019s dual foreign name shall only be entered on\nthe record if its translated name conforms with the provisions of section 6(1).\n(4) If the exempted limited partnership does not conform with section 6(1) then the\ndual foreign name and the translated name shall not be entered on the record.\n(5) The Registrar shall issue a certificate of registration under the Registrar\u2019s hand\nand seal of office as soon as the registration of the statement pursuant to\nsubsection (1) has been effected.\n(6) A limited partner of an exempted limited partnership formed after the 15th July,\n1991 shall not have the benefit of limited liability until the date indicated on the\ncertificate referred to in subsection (5) issued by the Registrar, and a partnership\nregistered in accordance with section 40(1) shall obtain the benefit of limited\nliability under this Act with effect from that date but subject to section 40(2).\n(7) A certificate issued under subsection (5) shall be conclusive evidence that\ncompliance has been made with all the requirements of this Act in respect of the\nformation and registration of an exempted limited partnership but subject to\nsection 40(2).\n(8) Notwithstanding subsections (1) and (5), the Registrar may refuse to accept the\nregistration of an exempted limited partnership and refuse to issue a certificate\nof registration in any case where, in the Registrar\u2019s opinion, the name or\ntranslated name of the proposed exempted limited partnership is in\ncontravention of section 6(1).\n\nSection 10\nExempted Limited Partnership Act (2025 Revision)\n\nPage 12\nRevised as at 1st January, 2025\nc\n\n10.\nChanges in registered particulars\n10. (1) Without prejudice to subsection (2), if, during the continuance of an exempted\nlimited partnership, any change is made or occurs in any matter specified in\nparagraphs (a) to (e) of section 9(1), a statement signed, subject to section 11,\nby a general partner specifying the nature of the change shall, within sixty days\nof the change, be filed with the Registrar.\n(2) A statement signed in accordance with subsection (1) in respect of any\narrangement or transaction consequent upon which any person will be removed,\nreplaced or admitted as a general partner in any exempted limited partnership,\nshall, within fifteen days of the arrangement or transaction, be filed with the\nRegistrar and, until the statement is so filed, the arrangement or transaction\nshall, for the purposes of this Act and the partnership agreement, not be effective\nto remove, replace or admit that person as a general partner of the exempt\nlimited partnership and with respect to a replacement or admitted general partner\nthe documentation required by subsection 9(1)(e)(i), (ii) or (iii) of this Act shall\nbe provided as the case may require.\n(3) Save with the written consent of any person thereby affected, no arrangement\nor transaction shall take effect to the extent that it seeks to relieve or discharge\na general partner from the obligations of a general partner with regard to any\ndebt or obligation of the exempted limited partnership to a person incurred\nbefore the arrangement or transaction takes effect.\n(4) If default is made in compliance with this section, each general partner in default\nshall incur a penalty of two hundred dollars for each day that the default\ncontinues which penalty shall be a debt due to the Registrar and the general\npartner shall indemnify any person who thereby suffers any loss.\n(5) The name or translated name of an exempted limited partnership shall not be\nchanged so as to contravene section 6(1) and the Registrar may refuse to accept\na statement under subsection (1) which, in the Registrar\u2019s opinion, seeks to\neffect such a change.\n11.\nFailure to file statement\n11. If a person required by section 9(1), section 10(1) or (2) or section 36, or by the\npartnership agreement to execute and file a statement or notice fails to do so, any\nother partner, and any assignee of a partnership interest who is or may be affected by\nthe failure or refusal may petition the court to direct a person the court sees fit to sign\nthe statement and file the same on behalf of the person in default.\n12.\nCopies of certificates\n12. (1) Any person may require a certified copy of the certificate of registration, a\ncertificate of good standing or a copy of or extract from any registered statement\nfiled in relation to the exempted limited partnership to be certified as a true copy\nby the Registrar on payment of a fee the Cabinet may by regulation prescribe.\n\nExempted Limited Partnership Act (2025 Revision)\nSection 12A\n\nc\nRevised as at 1st January, 2025\nPage 13\n\n(2) A certificate of registration, a certificate of good standing or a copy of or extract\nfrom a registered statement filed with the Registrar issued under this Act, if\ncertified by the Registrar to be a true copy, shall be received in evidence in all\nlegal proceedings.\n12A. Fees for administrative services\n12A. A person shall pay to the Registrar the prescribed fee for the provision by the\nRegistrar of any administrative services as may be prescribed.\n13.\nExpress fees\n13. (1) The Registrar, on receipt of \u2014\n(a)  an application for registration under section 9 or 42;\n(b)   an application for any certificate, other than a certificate under section 9(5)\nor 42(9), which the Registrar is authorised to provide under this Act;\n(c)   the filing of a notice of termination of registration and written confirmation\nthat the action is authorised by the partnership agreement, for deregistration under section 41;\n(d)  an application for de-registration under section 43; or\n(e)  any relevant information for a transaction under subsection (2),\n\nwhich is accompanied by the prescribed fees and the prescribed express fee,\nshall complete the relevant transaction by \u2014\n(i)  the end of the working day, where the application, filing or relevant\ninformation and all fees are received by 12 noon; or\n(ii)  12 noon on the following working day, where the application, filing\nor relevant information and all fees are received after 12 noon.\n(2)  For the purposes of subsection (1)(e), the transactions are \u2014\n(a)  the filing of any document with the Registrar (other than the filing of any\ndocument made as part of an application);\n(b)  certifications by the Registrar;\n(c)  the issuance or making of copies by the Registrar;\n(d)  the issuance of certificates by the Registrar, including customised\ncertificates; or\n(e)  the issuance of letters by the Registrar, including customised letters.\n14.\nModification of general law\n14. (1) A limited partner shall not take part in the conduct of the business of an\nexempted limited partnership in its capacity as a limited partner.\n\nSection 15\nExempted Limited Partnership Act (2025 Revision)\n\nPage 14\nRevised as at 1st January, 2025\nc\n\n(2) All letters, contracts, deeds, instruments or documents whatsoever shall be\nentered into by or on behalf of the general partner (or any agent or delegate of\nthe general partner) on behalf of the exempted limited partnership.\n15.\nAgreement may specify delegation of authority\n15. Where an exempted limited partnership has more than one general partner and this\nAct gives an authority, consent or power but not an obligation or liability, to the\ngeneral partner, the partnership agreement may specify which general partner is\nentitled to exercise that authority, consent or power to the exclusion of any other\ngeneral partner.\n16.\nProperty\n16. (1) Any rights or property of every description of the exempted limited partnership,\nincluding all choses in action and any right to make capital calls and receive the\nproceeds thereof that is conveyed to or vested in or held on behalf of any one or\nmore of the general partners or which is conveyed into or vested in the name of\nthe exempted limited partnership shall be held or deemed to be held by the\ngeneral partner and if more than one then by the general partners jointly, upon\ntrust as an asset of the exempted limited partnership in accordance with the\nterms of the partnership agreement.\n(2) Any debt or obligation incurred by a general partner in the conduct of the\nbusiness of an exempted limited partnership shall be a debt or obligation of the\nexempted limited partnership.\n(3) The assets of an exempted limited partnership, or any class of assets, may be the\nsubject of a floating charge, whether or not the partners of the exempted limited\npartnership, or any of them, are companies, overseas companies or bodies\ncorporate.\n17.\nRights, property and proceeds to vest in incoming partner\n17. (1) On the admission or substitution of any general partner or general partners, in\nthis subsection referred to as an \u201cincoming general partner\u201d, in accordance with\nthe terms of the partnership agreement and this Act, all rights or property of\nevery description of the exempted limited partnership, including all choses in\naction and any right to make capital calls and receive the proceeds thereof, held\nor deemed to be held by the general partner or general partners in accordance\nwith the foregoing subsection, in this subsection referred to as the \u201cexisting\ngeneral partners\u201d, shall vest without the requirement for further formalities in\nthe incoming general partner and any continuing existing general partners and\nshall be held by it or them in accordance with this Act.\n(2) On the withdrawal of a general partner in accordance with the terms of the\npartnership agreement and this Act \u2014\n\nExempted Limited Partnership Act (2025 Revision)\nSection 18\n\nc\nRevised as at 1st January, 2025\nPage 15\n\n(a)\nall rights or property of every description of the exempted limited\npartnership, including all choses in action and any right to make capital\ncalls and receive the proceeds thereof, shall vest without the requirement\nfor further actions or formalities in the remaining general partner or\ngeneral partners and shall be held by it or them in accordance with this\nAct; and\n(b) subject to section 10(3), the remaining general partner or general partners\nshall be liable for and the property of the exempted limited partnership\nheld by them in accordance with this Act shall be subject to all mortgages,\ncharges or security interests and all contracts, obligations, claims, debts\nand liabilities of the exempted limited partnership.\n18.\nTransactions with the exempted limited partnership\n18. Subject to any express or implied term of the partnership agreement to the contrary\nand to the duty imposed upon a general partner by section 19(1), a partner may lend\nmoney to, borrow from and transact other business with the exempted limited\npartnership so that an asset, debt or obligation of the exempted limited partnership\nshall thereby be created and with or without interest or security as the general partner\nshall determine, and shall have the same rights and obligations with respect thereto\nas a person who is not a partner, but the obligations of the exempted limited\npartnership to repay a debt to a general partner shall, at all times, be subordinated to\nthe claims of secured and unsecured creditors of the exempted limited partnership.\n19.\nGeneral partner to act in good faith\n19. (1) A general partner shall act at all times in good faith and, subject to any express\nprovisions of the partnership agreement to the contrary, in the interests of the\nexempted limited partnership.\n(2) Subject to any express provisions of the partnership agreement to the contrary,\na limited partner of an exempted limited partnership in that capacity does not\nowe any fiduciary duty in exercising any of its rights or authorities or otherwise\nin performing any of its obligations under the partnership agreement to the\nexempted limited partnership or any other partner.\n\nSection 20\nExempted Limited Partnership Act (2025 Revision)\n\nPage 16\nRevised as at 1st January, 2025\nc\n\n20.\nLiability of limited partner\n20. (1) If a limited partner takes part in the conduct of the business of an exempted\nlimited partnership in its dealings with persons who are not partners, that limited\npartner shall be liable, in the event of the insolvency of the exempted limited\npartnership, for all debts and obligations of that exempted limited partnership\nincurred during the period that that limited partner participates in the conduct of\nthe business as though that limited partner were, for that period, a general\npartner, but that limited partner shall be liable only to a person who transacts\nbusiness with the exempted limited partnership during the period with actual\nknowledge of that limited partner\u2019s participation and who then reasonably\nbelieved the limited partner to be a general partner.\n(2) A limited partner does not take part in the conduct of the business of an\nexempted limited partnership within the meaning of this section by \u2014\n(a)\nholding an office or interest in, or having a contractual relationship with,\na general partner or being a contractor for or an agent or employee of the\nexempted limited partnership or of a general partner or acting as a director,\nofficer or shareholder of a corporate general partner;\n(b) consulting with and advising a general partner or consenting or\nwithholding consent to any action proposed, in the manner contemplated\nby the partnership agreement, with respect to the business of the exempted\nlimited partnership;\n(c)\ninvestigating, reviewing, approving or being advised as to the accounts or\nbusiness affairs of the exempted limited partnership or exercising any right\nconferred by this Act;\n(d) acting as surety or guarantor for the exempted limited partnership either\ngenerally or in respect of specific obligations;\n(e)\napproving or disapproving an amendment to the partnership agreement;\n(f)\ncalling, requesting, attending or participating in any meeting of the\npartners;\n(g) taking any action that results in the winding up or the dissolution of the\nexempted limited partnership;\n(h) taking any action required or permitted by the partnership agreement or by\nlaw to bring, pursue, settle or terminate any action or proceedings brought\npursuant to section 33(2);\n(i)\nappointing a person to serve on any board or committee of the exempted\nlimited partnership, a general partner or a limited partner or removing a\nperson therefrom;\n(j)\nserving on any board or committee of the exempted limited partnership, a\ngeneral partner, the limited partners or the partners, or by appointing,\nelecting or otherwise participating in the choice of a representative or any\n\nExempted Limited Partnership Act (2025 Revision)\nSection 21\n\nc\nRevised as at 1st January, 2025\nPage 17\n\nother person to serve on any board or committee, or by acting as a member\nof any board or committee either directly or by or through any\nrepresentative or other person, including giving advice or consenting, or\nrefusing to consent, to any action proposed by the general partner on behalf\nof the exempted limited partnership and exercising any powers or\nauthorities or performing any obligations as a member of that board or\ncommittee in the manner contemplated by the partnership agreement;\n(k) serving on the board of directors or a committee of, consulting with or\nadvising or being an officer, director, shareholder, partner, member,\nmanager, trustee, agent or employee of, or by being a fiduciary or\ncontractor for, any person in which the exempted limited partnership has\nan interest or any person providing management, consultation, custody or\nother services or other products for, to or on behalf of, or otherwise having\na business or other relationship with, the exempted limited partnership or\na general partner of the exempted limited partnership; or\n(l)\nvoting as a limited partner on \u2014\n(i)\nthe winding up and dissolution of the exempted limited partnership;\n(ii) the purchase, sale, exchange, lease, mortgage, pledge or other\nacquisition or transfer of any asset by or of the exempted limited\npartnership;\n(iii) the incurrence or renewal of indebtedness by the exempted limited\npartnership;\n(iv) a change in the nature of the business of the exempted limited\npartnership;\n(v) the admission, removal or withdrawal of a general or limited partner\nand the continuation of business of the exempted limited partnership\nthereafter; or\n(vi) transactions in which one or more of the general partners have an\nactual or potential conflict of interest with one or more of the limited\npartners.\n(3) Subsection (2) shall not import any implication that the possession or exercise\nof any other power by a limited partner will necessarily constitute the taking\npart by that limited partner in the business of the exempted limited partnership.\n21.\nAccounts\n21. (1) A general partner shall keep or cause to be kept proper books of account\nincluding, where applicable, material underlying documentation including\ncontracts and invoices, with respect to \u2014\n(a)\nall sums of money received and expended by the exempted limited\npartnership and matters in respect of which the receipt of expenditure takes\nplace;\n\nSection 22\nExempted Limited Partnership Act (2025 Revision)\n\nPage 18\nRevised as at 1st January, 2025\nc\n\n(b) all sales and purchases of goods by the exempted limited partnership; and\n(c)\nthe assets and liabilities of the exempted limited partnership.\n(2) For the purposes of subsection (1), proper books of account shall not be deemed\nto be kept if there are not kept such books as are necessary to give a true and\nfair view of the business and financial condition of the exempted limited\npartnership and to explain its transactions.\n(3) Where the general partner keeps the books of account described in\nsubsection (1) at any place other than at the registered office of the exempted\nlimited partnership or at any other place within the Islands, the general partner\nshall, upon service of an order or notice by the Tax Information Authority\npursuant to the Tax Information Authority Act (2021 Revision), make available,\nin electronic form or any other medium, at its registered office copies of its\nbooks of account, or any part or parts thereof, as are specified in the order or\nnotice.\n(4) A general partner shall cause all books of account required to be kept under\nsubsection (1) to be retained for a minimum period of five years from the date\non which they are prepared.\n(5) A person who, being a general partner, knowingly and wilfully contravenes\nsubsection (1) or (4) shall be subject to a penalty of five thousand dollars.\n(6) A person who, being a general partner, defaults in complying with an order or\nnotice under subsection (3) without reasonable excuse, shall incur a penalty of\nfive thousand dollars and a further penalty of one hundred dollars for every day\nduring which the non-compliance continues.\n22.\nInformation regarding condition of partnership\n22. Subject to any express or implied term of the partnership agreement, each limited\npartner may demand and shall receive from a general partner true and full information\nregarding the state of the business and financial condition of the exempted limited\npartnership.\n23.\nDifferences decided by general partner\n23. Any difference arising as to matters connected with the business of the exempted\nlimited partnership shall be decided by the general partner, and, if more than one, by\na majority of the general partners as is provided in the partnership agreement.\n24.\nEstablishment, regulation of boards, committees\n24. (1) Where a partnership agreement contains provisions for the establishment and\nregulation of any boards or committees of an exempted limited partnership, its\npartners or any class or category of those partners, or representatives of any of\nthe partners, including \u2014\n(a)\nthe establishment and constitution of boards or committees;\n\nExempted Limited Partnership Act (2025 Revision)\nSection 25\n\nc\nRevised as at 1st January, 2025\nPage 19\n\n(b) the manner and terms of appointment and removal of the members of\nboards or committees;\n(c)\nthe powers, rights, authorities, obligations and duties of the members of\nboards or committees;\n(d) the regulation of the proceedings of boards or committees; and\n(e)\nthe rights of the members and former members of boards or committees to\nexculpation or to be indemnified out of the assets of the exempted limited\npartnership,\nthen, subject to the express provisions of the partnership agreement, any person\nduly appointed to be a member of any board or committee in accordance with\nthose provisions shall be deemed to have notice of and shall have the benefit of\nthose provisions which shall not be unenforceable by any person in that person\u2019s\nown right by reason only that the person is not a party to the partnership\nagreement.\n(2) Subject to any express provisions of the partnership agreement to the contrary,\na member of any board or committee referred to in subsection (1) does not owe\nany fiduciary duty in exercising any of its rights or authorities, or otherwise in\nperforming any of its obligations, as a member of the board or committee to the\nexempted limited partnership or any partner.\n25.\nFailure to perform\n25. (1) If a partnership agreement provides that where a partner fails to perform any of\nits obligations under, or otherwise breaches the provisions of, the partnership\nagreement that partner may be subject to or suffer remedies for, or consequences\nof, the failure or breach specified in the partnership agreement or otherwise\napplicable under any law then those remedies or consequences shall not be\nunenforceable solely on the basis that they are penal in nature.\n(2) The remedies or consequences under subsection (1) may include but are not\nlimited to any one or more of the following \u2014\n(a)\nreducing, eliminating or forfeiting the defaulting partner\u2019s partnership\ninterest in the exempted limited partnership or any rights of the defaulting\npartner under the partnership agreement;\n(b) subordinating the defaulting partner\u2019s partnership interest to the interests\nof non-defaulting partners;\n(c)\neffecting a forced sale or forfeiture of the defaulting partner\u2019s partnership\ninterest;\n(d) arranging for the lending by other partners or other persons to the\ndefaulting partner of the amount necessary to meet the defaulting partner\u2019s\ncommitment;\n\nSection 26\nExempted Limited Partnership Act (2025 Revision)\n\nPage 20\nRevised as at 1st January, 2025\nc\n\n(e)\nproviding for the fixing of the value of the defaulting partner\u2019s partnership\ninterest by appraisal or by formula and the redemption or sale of the\ndefaulting partner\u2019s partnership interest at that value; or\n(f)\nexercising any other remedy or consequence specified in the partnership\nagreement or available under any applicable laws.\n(3) Subject to the general partner\u2019s duty under section 19(1), a general partner shall\nnot be liable for its decision to impose or for imposing any remedies or\nconsequences upon any partner, or for its decision not to do so and references\nin this subsection to a partnership interest shall for the avoidance of doubt also\nbe construed as including any part thereof.\n26.\nAgreement as to benefits\n26. A person who has executed the partnership agreement of an exempted limited\npartnership or who is named or otherwise identified, including as a class, in the\npartnership agreement shall not be deemed to be or otherwise construed as a partner\nof the exempted limited partnership if \u2014\n(a)\nthat person has executed the partnership agreement solely in order to take\nthe benefit of a provision of, or assume an obligation under, the partnership\nagreement otherwise than as a partner; or\n(b) where, on a proper construction of the partnership agreement, the parties\ndid not intend the person to be a partner of the exempted limited\npartnership.\n27.\nExecution considered valid\n27. (1) Any partnership agreement, any agreement pursuant to which any person agrees\nto make any commitment or contribution to an exempted limited partnership as\na partner and any agreement, contract, deed, instrument including any\ninstrument under seal or document entered into by or on behalf of the general\npartner for itself in the case of the partnership agreement or otherwise on behalf\nof the exempted limited partnership is executed validly by the parties thereto\nwhere it is executed in any manner contemplated by the parties thereto,\nincluding, without limitation \u2014\n(a)\nwhere the complete agreement, contract, deed, instrument or document is\nexecuted; or\n(b) where any signature or execution page to the agreement, contract, deed,\ninstrument or document is executed, whether or not the agreement,\ncontract, deed, instrument or document is at the time in its final form, and\nwhich is attached by, or on behalf of, the relevant party to, or otherwise\nwith the relevant party\u2019s express or implied authority to, the agreement,\ncontract, deed, instrument or document,\n\nExempted Limited Partnership Act (2025 Revision)\nSection 28\n\nc\nRevised as at 1st January, 2025\nPage 21\n\nif the agreement, contract, deed, instrument or document is executed in\nconformity with this Act or any other Law of the Islands applicable to execution\nof the agreement, contract, deed, instrument or document.\n(2) Subsection (1) shall apply to agreements, contracts, deeds, instruments\nincluding instruments under seal or other documents regardless of whether they\nwere made before, on or after the commencement of this subsection and no\nagreement, contract, deed, instrument, including instruments under seal, or other\ndocument made before the commencement of this subsection shall be invalid if\nit satisfies the requirements of subsection (1).\n28.\nPower of attorney\n28. (1) For the purposes of the Powers of Attorney Act (1996 Revision) and section 8 of\nthe Property (Miscellaneous Provisions) Act (2017 Revision) where a\npartnership agreement purports to create or grant a power of attorney, including\nan irrevocable power of attorney, that power shall be deemed validly to have\nbeen executed as a deed and if required duly witnessed on execution of the\npartnership agreement by or on behalf of the donor of the power or on adherence\nthereto by the donor of the power pursuant to section 32 without demonstration\nor satisfaction of any further formalities regarding its execution.\n(2) Subsection (1) applies equally to every partnership agreement entered into prior\nto as well as after the commencement of this Act.\n29.\nRegister of limited partnership interests\n29. (1) Subject to subsection (2) the general partner shall maintain or cause to be\nmaintained in the country or territory that the general partner may determine a\nregister of limited partners which shall contain the name and address of each\nperson who is a limited partner of the exempted limited partnership, the date on\nwhich a person became a limited partner and the date on which a person ceased\nto be a limited partner, and the register shall be updated within twenty-one days\nof the date of any change in the particulars therein.\n(2) The general partner shall maintain or cause to be maintained at the registered\noffice of the exempted limited partnership a record of the address at which the\nregister of limited partners is maintained, which record shall be updated within\ntwenty-one days of the date of any change in the particulars therein.\n(3) The register of limited partners and the record of the address at which the\nregister of limited partners is maintained shall be open to inspection during all\nusual business hours in the place where the register or record is\nmaintained by \u2014\n(a)\nsubject to any express or implied term of the partnership agreement, all\npartners; and\n(b) any other person with the consent of the general partner.\n\nSection 30\nExempted Limited Partnership Act (2025 Revision)\n\nPage 22\nRevised as at 1st January, 2025\nc\n\n(4) The register of limited partners shall be prima facie evidence of the matters\nwhich are directed by this Act to be inserted therein.\n(5) Where the register of limited partners is kept at a place other than the registered\noffice of the exempted limited partnership, the general partner shall make\navailable at the registered office, in electronic form or any other medium, the\nregister of limited partners upon service of an order or notice by the Tax\nInformation Authority pursuant to the Tax Information Authority Act (2021\nRevision).\n(6) A person who, being a general partner, defaults in complying with\nsubsection (1) or (2), commits an offence and is liable on summary conviction\nto a fine of ten thousand dollars for each day that the default continues and shall\nindemnify any person who thereby suffers any loss.\n(7) A person who, being a general partner, defaults in complying with an order or\nnotice under subsection (5) without reasonable excuse, shall incur a penalty of\nfive hundred dollars and a further penalty of one hundred dollars for every day\nduring which that non-compliance continues.\n30.\nMaintenance of records\n30. (1) The general partner shall maintain or cause to be maintained in any country or\nterritory that the general partner may determine, a record of the amount and date\nof the contribution or contributions of each limited partner and the amount and\ndate of any payment representing a return of the whole or any part of the\ncontribution of any limited partner, which record shall be updated within\ntwenty-one days of the date of any change in the particulars therein.\n(2) Subsections (4), (5), (6) and (7) of section 29 shall apply to the records required\nto be maintained pursuant to this section.\n(3) The records maintained pursuant to this section shall be open to inspection\nduring all usual business hours in the place where the records are maintained by\nany person with the consent of the general partner.\n31.\nRegistration of security interests\n31. (1) The general partner shall maintain or cause to be maintained at the registered\noffice, a register of security interests in which shall be registered each security\ninterest in relation to which a valid notice has been served in accordance with\nsection 32(9).\n(2) The register of security interests under subsection (1) shall contain the identity\nof the grantor and grantee, the partnership interest or part thereof subject to the\nsecurity interest and the date on which notice of the security interest was validly\nserved in accordance with section 32(9).\n(3) The register described in subsection (1) may be inspected by any person during\nall usual business hours.\n\nExempted Limited Partnership Act (2025 Revision)\nSection 32\n\nc\nRevised as at 1st January, 2025\nPage 23\n\n(4) Any security interest over the whole or any part of a limited partnership interest\nshall have priority according to the time that the written notice is validly served\nat the registered office of the exempted limited partnership in accordance with\nsection 32(9).\n(5) If default is made by a general partner in the maintenance of the register\ndescribed in subsection (1), each general partner in default shall incur a penalty\nof twenty-five dollars for each day that the default continues.\n32.\nTransfer of partnership interests\n32. (1) A partnership interest is transferable in whole or in part in accordance with the\nprovisions of the partnership agreement and this section.\n(2) Subject to the partnership agreement, a person may become a partner of an\nexempted limited partnership either by executing and delivering the partnership\nagreement or any supplement thereto or counterpart thereof together with the\ngeneral partner, by acceding to the partnership agreement in accordance with its\nterms or upon the transfer of all or part of a partnership interest in accordance\nwith this section, each of which is for this section referred to as an \u201cadmission\u201d,\nand in each case without the consent of the limited partners.\n(3) Where the requirements for or conditions to an admission contained in the\npartnership agreement have been complied with in accordance with their terms\nor, to the extent permitted by the partnership agreement, waived, any person,\nhowever admitted, shall without the requirement for any further actions or\nformalities, be deemed to have adhered to and agreed to be bound by the terms\nand conditions of the partnership agreement and shall have the rights and be\nsubject to the obligations contained in the partnership agreement and this Act as\nif the person and all existing partners had together duly executed and delivered\nthe partnership agreement.\n(4) The provisions of subsection (3) shall apply to every transfer or purported\ntransfer of a partnership interest in whole or in part and each admission of a\nperson as a partner of an exempted limited partnership prior to, as well as after,\nthe commencement of this Act.\n(5) Section 6 of the Property (Miscellaneous Provisions) Act (2022 Revision) shall\nnot apply to partnership interests.\n(6) Subject to the partnership agreement, no limited partner may \u2014\n(a)\ntransfer; or\n(b) grant any security interest in,\nthe whole or any part of that person\u2019s limited partnership interest except with\nthe written consent of the general partner given prior to, or simultaneously with,\nthe transfer or grant.\n\nSection 32\nExempted Limited Partnership Act (2025 Revision)\n\nPage 24\nRevised as at 1st January, 2025\nc\n\n(7) Subject to the partnership agreement and this Act, a general partner may transfer\nor grant a security interest in the whole or any part of that person\u2019s general\npartnership interest with the written consent of any other general partner given\nprior to, or simultaneously with, the transfer or grant.\n(8) Subject to the partnership agreement \u2014\n(a)\nthe transferee of a general partnership interest or part thereof shall be\nadmitted as a general partner in place of and subject to section 10(2) to the\nexclusion of, or in addition to, as the case may be, the transferor in respect\nof the general partnership interest or part thereof transferred but \u2014\n(i)\nthe transferee shall not be liable for any obligation of the exempted\nlimited partnership incurred before the transferee is so admitted\nunless otherwise agreed in writing by the transferor and the\ntransferee; and\n(ii) the transferor shall remain liable for any obligation of the exempted\nlimited partnership incurred before the transferor ceased to be a\ngeneral partner unless otherwise agreed in writing by the transferor,\nthe transferee and the person to whom the obligation is owed; and\n(b) the transferee of a limited partnership interest or part thereof shall be\nadmitted as a limited partner, wholly or partly, as the case may be, in place\nof and to the exclusion of the transferor in respect of the limited partnership\ninterest or part thereof transferred but, unless otherwise agreed in writing\nby the transferor, the transferee and the general partner, the transferee shall\nnot assume any liability of the transferor pursuant to section 20(1) or\nsection 34(1) and no transfer shall relieve the transferor of any liability\nunder those subsections.\n(9) Written notice of the grant of a security interest over the whole or any part of a\nlimited partnership interest shall be given by the grantor or the grantee to the\nexempted limited partnership at its registered office.\n(10) A notice under subsection (9) is not validly given unless it specifies the\nagreement pursuant to which the security interest is granted including the date\nthereof and the parties thereto, the identity of the grantor and grantee of the\nsecurity interest, and the partnership interest or part thereof that is subject to that\nsecurity interest.\n(11) Nothing in this section shall prevent a partner from assigning or otherwise\ndisposing of, whether absolutely or by way of security in any manner permitted\nby law, any right, debt or other chose in action arising under a partnership\nagreement but no assignment or other disposition may, subject to the partnership\nagreement, be made without the consent of the general partner or, in the case of\nan assignment or disposition by a general partner, the consent of any other\ngeneral partner given prior to, or simultaneously with, the assignment or\ndisposition.\n\nExempted Limited Partnership Act (2025 Revision)\nSection 33\n\nc\nRevised as at 1st January, 2025\nPage 25\n\n(12) A partnership agreement may provide that, as against any other partner, any\nassignment or other disposition by a partner of any right, debt or other chose in\naction arising under a partnership agreement shall confer economic rights only\nand for the purposes of this section \u201ceconomic rights\u201d are \u2014\n(a)\nany rights to make and enforce capital calls, to receive the proceeds thereof\nand to enforce payment of, and receive any sums payable to the partner\nincluding the rights on the winding up and dissolution of the exempted\nlimited partnership;\n(b) the right to receive a share of profits of the exempted limited partnership\nor a share of the property on its winding up and dissolution;\n(c)\nthe right to an account for the purpose of ascertaining the amount or share\nof any of the foregoing; and\n(d) any other rights that are expressly stated in the partnership agreement to\nbe assignable.\n(13) Any consent of a general partner required by this section may, subject to any\nexpress provision of the partnership agreement to the contrary, be withheld in\nthe general partner\u2019s sole discretion.\n(14) Any notice of any assignment or other disposition referred to in subsection (11)\nthat may be required or permitted to be given to any one or more of the other\ngeneral partners of an exempted limited partnership shall, notwithstanding any\nother rule of law or equity, be deemed to have been so given if given to the\nexempted limited partnership.\n33.\nProceedings\n33. (1) Subject to subsection (3), legal proceedings by or against an exempted limited\npartnership may be instituted by or against any one or more of the general\npartners only, and a limited partner shall not be a party to or named in the\nproceedings.\n(2) If the court considers it just and equitable any person or a general partner shall\nhave the right to join in or otherwise institute proceedings against any one or\nmore of the limited partners who may be liable under section 20(1) or to enforce\nthe return of the contribution, if any, required by section 34(1).\n(3) A limited partner may bring an action on behalf of an exempted limited\npartnership if any one or more of the general partners with authority to do so\nhave, without cause, failed or refused to institute proceedings.\n(4) If any action taken pursuant to subsection (3) is successful, in whole or in part,\nas a result of a judgment, compromise or settlement of any action, the court may\naward any limited partner bringing any action reasonable expenses, including\nattorney\u2019s fees, from any recovery in any action or from an exempted limited\npartnership.\n\nSection 34\nExempted Limited Partnership Act (2025 Revision)\n\nPage 26\nRevised as at 1st January, 2025\nc\n\n34.\nReturn of contributions\n34. (1) If a limited partner receives a payment representing a return of any part of that\nperson\u2019s contribution or is released from any outstanding obligation in respect\nof that person\u2019s commitment and at the time that the payment was made or the\nrelease effected \u2014\n(a)\nthe exempted limited partnership is insolvent including where the payment\nor release causes the insolvency; and\n(b) the limited partner has actual knowledge of the insolvency of the exempted\nlimited partnership,\nthen for a period of six months commencing on the date of that payment or\nrelease but not thereafter, the limited partner shall be liable to the exempted\nlimited partnership for the amount of the payment or the due performance of the\nreleased obligation in respect of that person\u2019s commitment in each case to the\nextent that the repayment or performance of the released obligation is necessary\nto discharge a debt or obligation of the exempted limited partnership incurred\nduring the period that the contribution or commitment represented an asset of\nthe exempted limited partnership.\n(2) Any amount required to be repaid pursuant to this section shall, unless the\npartnership agreement specifies otherwise, bear simple interest at the rate of ten\nper cent per annum, calculated on a daily basis.\n(3) The partnership agreement may specify \u2014\n(a)\nthat no interest shall apply;\n(b) that a different rate of interest, including a compound rate shall apply; or\n(c)\na different basis for calculating interest payable.\n35.\nManner in which partnership may not be dissolved\n35. Subject to any express or implied term of the partnership agreement to the contrary \u2014\n(a)\nan exempted limited partnership shall not be dissolved nor the partnership\nagreement terminated by \u2014\n(i)\nchanges in, additions to or substitutions of any one or more of the\npartners;\n(ii) the transfer of the whole or part of the partnership interest of a limited\npartner;\n(iii) the death, bankruptcy, dissolution, removal, withdrawal or winding\nup of a limited partner or a limited partner\u2019s withdrawal or\nredemption of, or repurchase by the partnership of, any limited\npartnership interest;\n(iv) the incapacity of a limited partner;\n\nExempted Limited Partnership Act (2025 Revision)\nSection 36\n\nc\nRevised as at 1st January, 2025\nPage 27\n\n(v) any one or more of the limited partners granting a mortgage, charge\nor other form of security interest over the whole or part of that\nperson\u2019s partnership interest;\n(vi) the sale, exchange, lease, mortgage, pledge or other transfer of any\nof the assets of the exempted limited partnership; or\n(vii) a de-registration of the exempted limited partnership pursuant to\nsection 41 or 43; and\n(b) a limited partner shall not be entitled to wind up and dissolve the\npartnership by notice.\n36.\nDissolution\n36. (1) An exempted limited partnership shall be voluntarily wound up in accordance\nwith the provisions of the partnership agreement \u2014\n(a)\nat the time or upon the occurrence of any event specified in the partnership\nagreement; or\n(b) unless otherwise specified in the partnership agreement, upon the passing\nof a resolution of all the general partners and a two-thirds majority of\nlimited partners.\n(2) On the completion of the winding up of an exempted limited partnership, the\ngeneral partner or other person appointed as liquidator in accordance with\nsubsection (12) shall \u2014\n(a)  file a notice of dissolution with the Registrar; and\n(b)  submit to the Registrar the prescribed fee,\n\nand subject to section 37, an exempted limited partnership shall not be dissolved\nby an act of the partners or otherwise until a notice of dissolution signed by a\ngeneral partner or liquidator has been filed with the Registrar and the prescribed\nfee has been submitted to the Registrar.\n(3) Except to the extent that the provisions are not consistent with this Act, and in\nthe event of any inconsistencies, this Act shall prevail, and subject to any\nexpress provisions of this Act to the contrary, the provisions of Part 5 of the\nCompanies Act (2025 Revision) and the Companies Winding Up Rules (2023\nConsolidation) shall apply to the winding up of an exempted limited partnership\nand for this purpose \u2014\n(a)\nreferences in Part 5 to a company shall include references to an exempted\nlimited partnership;\n(b) the limited partners shall be treated as if they were shareholders of a\ncompany and references to contributories in Part 5 shall be construed\naccordingly, except that the application of the provisions shall not cause a\nlimited partner to be subject to any greater liability than that limited partner\n\nSection 36\nExempted Limited Partnership Act (2025 Revision)\n\nPage 28\nRevised as at 1st January, 2025\nc\n\nwould otherwise bear under this Act, but for the application of this\nparagraph;\n(c)\nreferences in Part 5 to a director or officer of a company shall include\nreferences to the general partner of an exempted limited partnership;\n(d) except for sections 123, excluding subsection (1)(b) and (c), 129, 140,\n145, and 147 of the Companies Act (2025 Revision), Part 5 shall not apply\nto a voluntary dissolution and winding up under subsection (1);\n(e)\nin the case of a voluntary winding-up of an exempted limited partnership\nunder subsection (1) where the partnership was registered under section 9\nprior to 11th May 2009, the necessary time period for compliance with the\nrequirements of section 123 (1) of the Companies Act (2025 Revision)\nshall be at least twenty-eight days prior to the final distribution of the assets\nof the exempted limited partnership to partners rather than within twentyeight days of the commencement of its voluntary winding-up;\n(f)\nthe Insolvency Rules Committee established pursuant to the Companies\nAct (2025 Revision) shall have the power to make rules and prescribe forms\nfor the purpose of giving effect to this section or its interpretation; and\n(g) on application by a partner, creditor or liquidator, the court may make\norders and give directions for the winding up and dissolution of an\nexempted limited partnership as may be just and equitable.\n(4) Notwithstanding that any order or direction has been made pursuant to\nsubsection (3)(g) or that the winding up of an exempted limited partnership has\ncommenced, a creditor who has security over the whole or part of the assets of\nthe exempted limited partnership is entitled to enforce that person\u2019s security\nwithout the leave of the court and without reference to the general partner or any\nliquidator appointed to wind up the exempted limited partnership.\n(5) Where a liquidator sells assets on behalf of a secured creditor of an exempted\nlimited partnership, the liquidator is entitled to deduct from the proceeds of sale\na reasonable sum by way of remuneration.\n(6) Where an exempted limited partnership is being wound up and a liquidator is\nappointed, the Registrar shall within 28 days of the appointment be notified of\nthe name and business address of the liquidator.\n(7) The general partner or its legal representative shall promptly serve notice on all\nlimited partners informing the limited partners of \u2014\n(a)\nthe death;\n(b) the commencement of liquidation, bankruptcy or dissolution proceedings;\nor\n(c)\nthe withdrawal, removal or making of a winding up or dissolution order,\nin relation to the sole or last remaining qualifying general partner and in this\nsection each event is referred to an \u201cevent of withdrawal\u201d.\n\nExempted Limited Partnership Act (2025 Revision)\nSection 36\n\nc\nRevised as at 1st January, 2025\nPage 29\n\n(8) If default is made in compliance with this section, each general partner or its\nlegal representative, in default shall incur a penalty of twenty-five dollars for\neach day that the default continues, which penalty shall be a debt due to the\nRegistrar.\n(9) Unless the partnership agreement provides otherwise, if a new qualifying\ngeneral partner is not elected within ninety days after the service of notice of an\nevent of withdrawal in accordance with subsection (7), in this section referred\nto as \u201cthe automatic wind up date\u201d, the exempted limited partnership shall be\nwound up in accordance with the partnership agreement or the orders or\ndirections the court may make or give in accordance with subsection (3)(g).\n(10) The winding up of an exempted limited partnership shall be deemed to\ncommence upon the earlier to occur of any of the following \u2014\n(a)\nthe passing of a resolution for winding up;\n(b) subject to subsection (9), the automatic wind up date;\n(c)\nthe expiry of the period fixed for the duration of the exempted limited\npartnership by the partnership agreement;\n(d) the occurrence of an event provided by the partnership agreement upon\nwhich the exempted limited partnership is to be wound up; or\n(e)\nwhere a winding up order has been made, the presentation of the petition\nfor winding up.\n(11) In the event that an exempted limited partnership is required to be wound up in\naccordance with the provisions of subsection (9) then the date of\ncommencement of winding up shall be the date falling ninety days after the\nservice of notice of an event of withdrawal.\n(12) If a majority of limited partners specified in the partnership agreement as being\nentitled to vote to elect a new general partner in accordance with the terms of\nthe partnership agreement elects one or more new qualifying general partners\nby the automatic winding up date \u2014\n(a)\nthe exempted limited partnership shall not be required to be wound up and\ndissolved; and\n(b) the business of the exempted limited partnership may be resumed and\ncontinued as provided for in the partnership agreement or any subsequent\nagreement.\n(13) Following the commencement of the winding up of an exempted limited\npartnership its affairs shall be wound up by the general partner or other person\nappointed pursuant to the partnership agreement unless the court otherwise\norders on the application of any partner, creditor or liquidator of the exempted\nlimited partnership pursuant to subsection (3)(g).\n\nSection 37\nExempted Limited Partnership Act (2025 Revision)\n\nPage 30\nRevised as at 1st January, 2025\nc\n\n37.\nRegistrar may strike off register\n37. (1) Where the Registrar has reasonable cause to believe that an exempted limited\npartnership is not carrying on business or is not in operation, the Registrar may\nstrike the exempted limited partnership off the register and the exempted limited\npartnership shall thereupon be dissolved.\n(2) A request on behalf of the general partner to strike the exempted limited\npartnership off the register shall be accompanied by a fee in the amount\nprescribed by the Cabinet by regulation.\n(3) Where an exempted limited partnership is being wound up, and the Registrar\nhas reasonable cause to believe either that no liquidator is acting, or that the\naffairs of the exempted limited partnership are fully wound up, the Registrar\nmay strike the exempted limited partnership off the register and the exempted\nlimited partnership shall thereupon be dissolved without the need for a notice of\ndissolution to be filed pursuant to section 36(2).\n(4) The Registrar shall immediately publish a notice in the Gazette to the effect that\nthe exempted limited partnership in question has been struck off the register, the\ndate on which it has been struck off and the reason therefor.\n(5) A general partner, limited partner or creditor who objects to an exempted limited\npartnership being struck off the register pursuant to this section, on the grounds\nthat the exempted limited partnership was at the time it was struck off the\nregister carrying on business, in operation or otherwise, may make an\napplication to the court for the name of the exempted limited partnership to be\nrestored to the register.\n(6) An application under subsection (5) shall be made \u2014\n(a)\nwithin two years of the date upon which the name of the exempted limited\npartnership was struck off the register; or\n(b) within a period that the Cabinet may by order allow but which shall not\nexceed ten years of the date upon which the name of the exempted limited\npartnership was struck off the register.\n(7) The court, if satisfied that the exempted limited partnership was, at the time that\nit was struck off the register, carrying on business, in operation or otherwise,\nmay order that the name of the exempted limited partnership be restored to the\nregister upon \u2014\n(a)\npayment by the applicant of a reinstatement fee;\n(b) payment by the applicant of any other accrued outstanding fees; and\n(c)\nany other terms and conditions which the court considers just.\n(8) The reinstatement fee referred to in subsection (7) shall be the same as the fee\npaid by the exempted limited partnership upon initial registration.\n\nExempted Limited Partnership Act (2025 Revision)\nSection 38\n\nc\nRevised as at 1st January, 2025\nPage 31\n\n(9) Where an order is made under subsection (7) the exempted limited partnership\nis deemed to have continued in existence as if it had not been struck off.\n(10) The court may, in addition or subsequent to, an order made under subsection (7),\nby order give directions and make provision for, as far as possible, placing the\nexempted limited partnership and all other persons affected from the name of\nthe exempted limited partnership being struck off the register, in the same\nposition as if the name of the exempted limited partnership had not been struck\noff the register.\n(11) The striking off the register of any exempted limited partnership under this Act\nshall not affect the liability, if any, of any general partner or limited partner of\nthe exempted limited partnership, and the liability shall continue and may be\nenforced as if the exempted limited partnership had at all times continued to be\nin existence.\n(12) An act performed or thing done by the Registrar under this section shall not\nattract any liability.\n38.\nTax undertaking\n38. (1) The Financial Secretary may, on application by a general partner, give an\nundertaking in respect of any exempted limited partnership that a law which is\nhereafter enacted in the Islands imposing any tax to be levied on profits or\nincome or gains or appreciations shall not apply to the exempted limited\npartnership or to any partner thereof in respect of the operations or assets of the\nexempted limited partnership or the partnership interest of a partner therein.\n(2) Any undertaking given under subsection (1) may provide, in addition, that the\naforesaid taxes and any tax in the nature of estate duty or inheritance tax shall\nnot be payable in respect of the obligations of the exempted limited partnership\nor the interests of the partners therein.\n(3) Any undertaking as aforesaid may be for a period not exceeding fifty years from\nthe date of the approval of the application and may be in the form determined\nby the Financial Secretary.\n(4) The Financial Secretary shall prepare and present to the Cabinet, a report of all\napplications made and granted pursuant to this section on a monthly basis.\n(5) The first report due to be prepared pursuant to subsection (4) shall be presented\nto the Cabinet on the date specified by the Cabinet by Order.\n\nSection 39\nExempted Limited Partnership Act (2025 Revision)\n\nPage 32\nRevised as at 1st January, 2025\nc\n\n39.\nAnnual return\n39. (1) An exempted limited partnership shall, in January in every year, file with the\nRegistrar a return signed by or on behalf of a general partner certifying that the\nexempted limited partnership has, during the prior calendar year, complied with\nsection 10(1) and that there has been no breach of the declaration given in\naccordance with paragraph (f) of section 9(1) and pay to the Registrar an annual\nfee of the amount that the Cabinet shall, from time to time, by regulation\nprescribe.\n(2) The annual fee payable and the return due to be filed under subsection (1) shall\nbe tendered at the same time.\n(3) An exempted limited partnership which fails to comply with subsection (1)\nshall \u2014\n(a)\nwhere the annual fee is paid or the return is filed between 1st April and\n30th June, incur a penalty of 33.33% of the annual fee;\n(b) where the annual fee and penalties are paid or the return is filed between\n1st July and 30th September, incur a penalty 66.67% of the annual fee; and\n(c)\nwhere the annual fee and penalties are paid or the return is filed between\n1st October and 31st December, incur a penalty 100% of the annual fee.\n(4) A penalty specified in subsection (3) shall be a debt due to the Registrar.\n40.\nRe-registration\n40. (1) Any partnership registered under the Limited Partnership Law (Revised) prior\nto its repeal or sections 45 to 54 and 56 to 57 of the Partnership Act (2025\nRevision) or any Law amending or replacing the same shall not be affected by\nthis Act but shall continue to be governed by that law.\n(2) A partnership described in subsection (1) and any partnership established under\nthe laws of a jurisdiction other than the Islands, in this section referred to as a\n\u201cregistered partnership\u201d, may, at any time, upon \u2014\n(a)\neffecting the amendments to the partnership agreement as shall be\nnecessary to comply with this Act, if any;\n(b) paying a fee of the amount that the Cabinet may by regulation\nprescribe; and\n(c)\nfiling the statement required by section 9(1),\nbe registered under this Act and, with effect from the date indicated on the\ncertificate of registration issued by the Registrar pursuant to section 9(5), shall\nbe governed exclusively thereafter as an exempted limited partnership in\naccordance with this Act.\n(3) With effect from the date indicated on the certificate of registration described in\nsubsection (2), the exempted limited partnership and the partnership interests of\n\nExempted Limited Partnership Act (2025 Revision)\nSection 41\n\nc\nRevised as at 1st January, 2025\nPage 33\n\nthe parties therein and their rights and liabilities, as against any person who is\nnot a partner, shall cease to be governed by the repealed Limited Partnership\nLaw (Revised), or sections 45 to 54 and 56 to 57 of the Partnership Act (2025\nRevision) or the laws of any other jurisdiction, as the case may be, save in\nrespect of any act or omission occurring before that date which shall continue\nto be governed by the law of the other jurisdiction.\n(4) Without prejudice to the foregoing generality such registration shall not operate\nto \u2014\n(a)\ncreate a new legal entity;\n(b) affect the property previously acquired by or on behalf of the exempted\nlimited partnership;\n(c)\naffect any act or thing done prior to registration or the rights, powers,\nauthorities, functions or obligations of the exempted limited partnership,\nany partner or any other person prior thereto; or\n(d) render defective any legal proceedings by or against the exempted limited\npartnership or any partner or any other person,\nand any legal proceedings that could have been continued or commenced by or\nagainst the exempted limited partnership or any partner or any other person\nbefore its registration hereunder may, notwithstanding registration, be continued\nor commenced after registration and in respect of which the law of the other\njurisdiction shall be of application.\n(5) With effect from the date indicated on the certificate of registration described in\nsubsection (2), all property of every description, including all choses in action\nand any right to make capital calls of the registrant partnership shall be the\nproperty of the exempted limited partnership to be held in accordance with\nsection 16(1).\n41.\nDe-registration pursuant to partnership agreement\n41. A general partner of an exempted limited partnership may at any time terminate the\nregistration of an applicant partnership as an exempted limited partnership, if\ntermination of registration is permitted under the terms of the partnership agreement,\nby filing a written notice of termination of registration with the Registrar together\nwith written confirmation that the action is authorised by the partnership agreement,\naccompanied by the prescribed fee.\n42.\nRegistration of foreign limited partnerships\n42. (1) In this section \u2014\n\u201cforeign limited partnership\u201d means a limited partnership or limited liability\npartnership established in a recognised jurisdiction outside the Islands.\n\u201crecognised jurisdiction\u201d is one that is prescribed as such by the Cabinet in\nregulations made under this Act; and\n\nSection 42\nExempted Limited Partnership Act (2025 Revision)\n\nPage 34\nRevised as at 1st January, 2025\nc\n\n\u201crelevant authority\u201d means the national, state or local government authority,\nregistry or other body in the recognised jurisdiction that is responsible for\nforming or establishing the foreign limited partnership.\n(2) Subject to subsection (3), a foreign limited partnership may apply to be\nregistered pursuant to this section in order to act as the general partner of an\nexempted limited partnership.\n(3) A foreign limited partnership may be registered by the Registrar upon payment\nto the Registrar of a registration fee of the amount the Cabinet by regulation,\nprescribes and by filing with the Registrar certified copies of \u2014\n(a)\nits certificate of formation in its jurisdiction of establishment or the\nequivalent document issued by the relevant authority as evidence of its\nformation; and\n(b) a certificate of good standing issued by the relevant authority.\n(4) If the certificate of good standing required under subsection (3)(b) is unavailable\nfrom the relevant authority, then the foreign limited partnership is required to\nfile with the Registrar, a declaration signed by a person authorised to act on\nbehalf of the foreign limited partnership stating that the foreign limited\npartnership is in good standing with the relevant authority.\n(5) Neither certificate of good standing under subsection (3)(b) nor the declaration\nunder subsection (4) shall be dated earlier than one month prior to the date of its\ndelivery to the Registrar, and shall be accompanied by a statement signed by or\non behalf of the foreign limited partnership specifying \u2014\n(a)\nthe name, dual foreign name and the translated name, if applicable, of the\nforeign limited partnership;\n(b) the jurisdiction in which it is established;\n(c)\nwhether the foreign limited partnership is deemed to be a separate legal\nperson under the laws of the jurisdiction in which it is established and, if\nso, the full name and address of any managing member or other person, if\nnot identified in paragraph (f), who immediately controls or directs the\naffairs of the foreign limited partnership;\n(d) the address of its registered office in its jurisdiction of formation or\nestablishment;\n(e)\nthe names and addresses of some one or more than one person resident in\nthe Islands authorised to accept on its behalf service of process and any\nnotices required to be served on it; and\n(f)\nthe full name and address of any general partners of the foreign limited\npartnership, if applicable.\n(6) A foreign limited partnership shall, in January of each year, pay to the revenues\nof the Islands an annual fee in the amount and in the manner the Cabinet by\nregulation, prescribes.\n\nExempted Limited Partnership Act (2025 Revision)\nSection 42\n\nc\nRevised as at 1st January, 2025\nPage 35\n\n(7) A foreign limited partnership that defaults in paying the annual fee specified in\nsubsection (6) shall incur a penalty of \u2014\n(a)\n33.33% of the annual fee specified in subsection (6) if the fee and penalty\nare paid between the 1st April and the 30th June;\n(b) 66.67% of the annual fee specified in subsection (6) if the fee and penalty\nare paid between the 1st July and the 30th September; and\n(c)\n100% of the annual fee specified in subsection (6) if the fee and penalty\nare paid between the 1st October and the 31st December.\n(8) A penalty specified in subsection (7) is a debt due to the Registrar.\n(9) Upon compliance with subsections (3), (4) and (5) the Registrar shall issue a\ncertificate of registration under the Registrar\u2019s hand and seal of office to the\nforeign limited partnership.\n(10) A certificate of registration of a foreign limited partnership issued under\nsubsection (9) is conclusive evidence that compliance has been made with all\nrequirements of this Act in respect of registration.\n(11) If any change is made in any details contained in the statement filed under\nsubsection (5), a statement signed by or on behalf of the foreign limited\npartnership specifying the nature of the change shall, within sixty days of the\nchange, be filed with the Registrar.\n(12) If default is made in compliance with subsection (11), each foreign limited\npartnership shall incur a penalty of two hundred dollars for each day that the\ndefault continues which shall be a debt due to the Registrar and the foreign\npartnership shall indemnify any person who thereby suffers any loss.\n(13) Any process or notice required to be served on a foreign limited partnership is\nsufficiently served if addressed to any person whose name has been delivered\nto the Registrar under subsection (5) and left at or sent by post to the address\nwhich has been so delivered.\n(14) A document may be served on the foreign limited partnership by leaving it at or\nsending it by post to any place of business established by the foreign limited\npartnership in the Islands.\n(15) An instrument executed by or on behalf of a foreign limited partnership outside\nthe Islands is, and is to be treated as, a deed or instrument under seal \u2014\n(a)\nif it is \u2014\n(i)\nsealed; or\n(ii) expressed to be, or is expressed to be executed as, or otherwise makes\nclear on its face it is intended to be, a deed; and\n(b) if it is executed in conformity with any requirement imposed by \u2014\n\nSection 43\nExempted Limited Partnership Act (2025 Revision)\n\nPage 36\nRevised as at 1st January, 2025\nc\n\n(i)\nthe laws of the jurisdiction in which the foreign limited partnership\nwas established; and\n(ii) its partnership agreement or equivalent governing document.\n(16) An instrument executed in accordance with subsection (15) meets any\nrequirement of any law that the instrument is, and is to be treated as, a deed or\ninstrument executed under seal.\n(17) The execution of an instrument in accordance with subsection (15)(a) and the\nfact that it was executed in accordance with subsection (15)(b) may be proved\nby the affidavit or solemn declaration of a witness to the execution of the\ninstrument sworn or made before a notary public or any other person qualified\nto administer oaths in any jurisdiction.\n(18) If a foreign limited partnership ceases to be a general partner of an exempted\nlimited partnership, it shall as soon as reasonably practicable \u2014\n(a)  file a notice to that effect with the Registrar; and\n(b)  submit to the Registrar the prescribed fee,\n\nand from the date on which the notice and the prescribed fee are submitted to\nthe Registrar, the obligation of the foreign limited partnership to deliver any\ndocument to the Registrar ceases.\n(19) Notwithstanding subsection (18) if the Registrar is satisfied by any other means\nthat a foreign limited partnership has ceased to be a general partner of an\nexempted limited partnership the Registrar may close the file of the foreign\nlimited partnership and thereupon the obligation of the foreign limited\npartnership to deliver any document to the Registrar ceases.\n(20) A general partner of a foreign limited partnership shall not be deemed to have\nestablished a place of business in the Islands or commenced carrying on\nbusiness in the Islands pursuant to Part 9 of the Companies Act (2025 Revision)\nby virtue solely of so acting.\n43.\nDe-registration for continuation in another jurisdiction\n43. (1) A general partner on behalf of an exempted limited partnership which proposes\nto be registered by way of continuation as a partnership, body corporate or any\nother form of entity under the laws of any jurisdiction outside the Islands, in this\nsection referred to as an \u201capplicant\u201d, may apply to the Registrar for the\nexempted limited partnership, in this section referred to as the \u201capplicant\npartnership\u201d, to be de-registered in the Islands.\n(2) The Registrar shall de-register an applicant partnership if \u2014\n(a)\nthe applicant proposes to register the applicant partnership by way of\ncontinuation in a jurisdiction which permits or does not prohibit the\ntransfer of the applicant partnership in the manner provided in this section\nreferred to as a \u201crelevant jurisdiction\u201d;\n\nExempted Limited Partnership Act (2025 Revision)\nSection 43\n\nc\nRevised as at 1st January, 2025\nPage 37\n\n(b) the applicant has paid to the Registrar a fee equal to three times the annual\nfee that would have been payable pursuant to section 39(1) in the January\nimmediately preceding the application for de-registration;\n(c)\nthe applicant has filed with the Registrar notice of any \u2014\n(i)\nchange in the name or dual foreign name;\n(ii) change in the applicant partnership; and\n(iii) change in its proposed registered office or agent for service of\nprocess in the relevant jurisdiction;\n(d) no petition or other similar proceeding has been filed and remains\noutstanding or order made or resolution adopted to wind up, dissolve or\nliquidate the applicant partnership in any jurisdiction and no time or event\nhas occurred upon which the applicant partnership is to be wound up;\n(e)\nno receiver, trustee or administrator or other similar person has been\nappointed in any jurisdiction and is acting in respect of the applicant\npartnership, its affairs or its property or any part thereof;\n(f)\nno scheme, order, compromise or other similar arrangement has been\nentered into or made whereby the rights of creditors of the applicant\npartnership are and continue to be suspended or restricted;\n(g) the applicant partnership is not insolvent;\n(h) an application for de-registration is bona fide and not intended to defraud\ncreditors or the limited partners of the applicant partnership;\n(i)\nthe applicant has delivered to the Registrar an undertaking signed by an\nauthorised signatory of the applicant that notice of the transfer has been or\nwill be given within twenty-one days to the secured creditors of the\napplicant partnership;\n(j)\nany consent or approval to the transfer required by any contract or\nundertaking entered into or given by the applicant partnership has been\nobtained, released or waived, as the case may be;\n(k) the transfer is permitted by and has been approved in accordance with the\npartnership agreement of the applicant partnership;\n(l)\nthe laws of the relevant jurisdiction with respect to transfer have been or\nwill be complied with;\n(m) the applicant partnership, if licensed or registered under the Banks and\nTrust Companies Act (2025 Revision), the Companies Management Act\n(2025 Revision), the Insurance Act, 2010 [Law 32 of 2010], the Mutual\nFunds Act (2025 Revision), the Private Funds Act (2025 Revision) or the\nSecurities Investment Business Act (2020 Revision), has obtained consent\nof the Cayman Islands Monetary Authority to the transfer;\n\nSection 44\nExempted Limited Partnership Act (2025 Revision)\n\nPage 38\nRevised as at 1st January, 2025\nc\n\n(n) the applicant partnership will upon registration under the laws of the\nrelevant jurisdiction continue as a partnership, body corporate or other\nform of entity;\n(o) the applicant partnership is in good standing with the registrar and all\noutstanding fees due to be paid in relation to the applicant partnership to\nthe Registrar are paid; and\n(p) the Registrar is not aware of any other reason why it would be against the\npublic interest to de-register the applicant partnership.\n(3) Paragraphs (d), (e), (f), (g), (h), (j), (k), (l) and (n) of subsection (2) may be\nsatisfied by filing with the Registrar a voluntary declaration or affidavit of an\nauthorised signatory of the applicant to the effect that, having made due enquiry,\nthe Registrar is of the opinion that the requirements of those paragraphs have\nbeen met.\n(4) A declaration or affidavit under subsection (3) shall include a statement of the\nassets and liabilities of the applicant partnership.\n(5) The statement under subsection (4) shall be based on an assessment of the assets\nand liabilities of the applicant partnership as at the date of the declaration or\naffidavit or the date as close as is practicable to the foregoing date.\n(6) An authorised signatory of the applicant, who makes a declaration or affidavit\nunder subsection (3) without reasonable grounds commits an offence and is\nliable on summary conviction to a fine of fifteen thousand dollars and to\nimprisonment for five years.\n(7) The Registrar may, upon request from an applicant, where the Registrar is\nsatisfied that the applicant has complied with subsection (2), de-register the\napplicant partnership.\n(8) Section 41 does not apply to an applicant partnership under this section.\n44.\nCertificate of de-registration\n44. (1) Upon the termination of registration of a partnership under section 41, the\nRegistrar shall issue a certificate under the Registrar\u2019s hand and seal of office\nthat the registration of the partnership as an exempted limited partnership has\nbeen terminated and specifying the date of termination; and shall enter in the\nregister of exempted limited partnerships the date of termination of the\nregistration of the partnership under section 41.\n(2) Upon de-registration of an applicant partnership under section 43, the Registrar\nshall issue a certificate under the Registrar\u2019s hand and seal of office that the\napplicant partnership has satisfied the de-registration requirements under\nsection 43 and been de-registered as an exempted limited partnership and\nspecifying the date of de-registration and shall enter in the register of exempted\n\nExempted Limited Partnership Act (2025 Revision)\nSection 44\n\nc\nRevised as at 1st January, 2025\nPage 39\n\nlimited partnerships the date of de-registration of the applicant partnership under\nsection 43.\n(3) From the commencement of the date of termination of registration under\nsection 41 or de-registration under section 43 the applicant partnership shall\ncease to be an exempted limited partnership for all purposes under this Act and\nin the case of de-registration under section 43 shall continue as a partnership,\nbody corporate or other entity under the laws of the relevant jurisdiction.\n(4) From the commencement of the date of termination of registration of a\npartnership under section 41 the applicant partnership becomes a general\npartnership under the Partnership Act (2025 Revision) and in the case of an\napplicant partnership de-registered under section 43, the applicant partnership\nde-registered shall not by virtue of that de-registration alone cease to be a\npartnership, body corporate or other entity under the laws of the relevant\njurisdiction.\n(5) This section shall not operate, in relation to an applicant partnership deregistered under section 43 and continued as a partnership under the laws of the\nrelevant jurisdiction \u2014\n(a)\nto create a new legal entity unless otherwise provided by the laws of the\nrelevant jurisdiction;\n(b) to prejudice or affect the identity or continuity of the applicant partnership\nas previously constituted unless otherwise provided by the laws of the\nrelevant jurisdiction;\n(c)\nto affect the property of any applicant partnership;\n(d) to affect any appointment made, resolution passed or any other act or thing\ndone in relation to the applicant partnership pursuant to a power conferred\nby the partnership agreement of the applicant partnership or by the laws of\nthe Islands;\n(e)\nexcept to the extent provided by or pursuant to section 43 and this section,\nto affect the rights, powers, authorities, functions and liabilities or\nobligations of the applicant partnership or any other person unless\notherwise provided by the laws of the relevant jurisdiction; or\n(f)\nto render defective any legal proceedings by or against the applicant\npartnership, and any legal proceedings that could have been continued or\ncommenced by or against the applicant partnership before its deregistration under this Act may, notwithstanding the de-registration, be\ncontinued or commenced by or against the applicant partnership after deregistration.\n\nSection 45\nExempted Limited Partnership Act (2025 Revision)\n\nPage 40\nRevised as at 1st January, 2025\nc\n\n45.\nNotice of de-registration\n45. The Registrar shall give notice in the Gazette of the termination of registration of a\npartnership under section 41 or the de-registration of an applicant partnership under\nsection 43 and, in the case of de-registration under section 43, the jurisdiction under\nthe laws of which the applicant partnership has been registered by way of continuation\nand the name of the applicant partnership, if changed.\n46.\nCertificate of good standing\n46. (1) The Registrar may on application made by \u2014\n(a)\nan exempted limited partnership; or\n(b) a foreign limited partnership registered under section 42,\nissue a certificate of good standing to the exempted limited partnership or the\nforeign limited partnership that is in good standing in accordance with\nsubsection (2).\n(2) A certificate of good standing is evidence of the fact that the exempted limited\npartnership is in good standing on the date that the certificate of good standing\nis issued.\n(3) An exempted limited partnership is deemed to be in good standing if all fees and\npenalties under this Act have been paid and the Registrar has no knowledge that\nthe exempted limited partnership is in default under this Act.\n47.\nElectronic business\n47. Nothing in this Act shall prohibit an exempted limited partnership from offering, by\nelectronic means, and subsequently supplying, real or personal property, services or\ninformation from a place of business in the Islands or through an internet service\nprovider or other electronic service provider located in the Islands.\n48.\nRegulations\n48. (1) The Cabinet may make Regulations in respect of exempted limited partnerships\nand foreign limited partnerships prescribing \u2014\n(a)\nthe duties to be performed by the Registrar for the purposes of this Act;\n(b) the forms to be used for the purposes of this Act;\n(c)\nthe fees payable to the Registrar in respect of filings, certifications,\nadministrative services or otherwise pursuant to this Act; and\n(d) generally, the conduct and regulation of registration under this Act and any\nmatters incidental thereto.\n(2)  Regulations made under this Act may \u2014\n(a)  make different provision in relation to different cases or circumstances;\n\nExempted Limited Partnership Act (2025 Revision)\nSection 49\n\nc\nRevised as at 1st January, 2025\nPage 41\n\n(b)  apply in respect of particular persons or particular cases or particular\nclasses of persons or particular classes of cases and define a class by\nreference to any circumstances whatsoever; and\n(c)  contain such transitional, consequential, incidental or supplementary\nprovisions as appear to the Cabinet to be necessary or expedient for the\npurposes of the regulations.\n(3)  Regulations made under this Act may create an offence punishable by a fine not\nexceeding fifteen thousand dollars.\n(4)  Fees prescribed for the purpose of this Act need bear no relationship to the cost\nof providing any service.\n49.\nRecovery of penalties\n49. (1) Notwithstanding any provision of this Act which prescribes a specific per diem\npenalty in respect of a default of any obligation to make a filing, to serve a notice\nor to maintain a record set out in this Act the Registrar may, in any case where\nthe aggregate per diem penalty has exceeded the amount of one thousand dollars\nand the Registrar is satisfied that the failure is not due to wilful default, accept\npayment of a penalty of one thousand dollars in lieu thereof.\n(2) Without prejudice to the powers exercisable by the Registrar under this Act, all\nsums that the Registrar is entitled to recover by way of fees or penalties are\nrecoverable either summarily as a civil debt, or as a simple contract debt, in any\ncourt of competent jurisdiction.\n50.\nRepeal of the Exempted Limited Partnership Law (2013 Revision) and\nsavings\n50. (1) The Exempted Limited Partnership Law (2013 Revision) is repealed.\n(2) The repeal of the Exempted Partnership Law (2013 Revision) shall not affect\nany exempted limited partnership registered under the repealed Exempted\nLimited Partnership Law (2013 Revision) and a provision in any document\nreferring to the repealed Exempted Limited Partnership Law (2013 Revision)\nor its revision shall, so far as may be necessary for preserving its effect, be\nconstrued as referring to the corresponding provision in this Act.\n51.\nValidation of the Exempted Limited Partnership Regulations, 2014\n51. (1) The purpose of this section is to remedy certain defects in the Exempted Limited\nPartnership Regulations, 2014 which were purported to be made in accordance\nwith section 48 of the Exempted Limited Partnership Act, 2014.\n(2)  Section 48 of the Exempted Limited Partnership Act, 2014 provided for the\nmaking of regulations by the Cabinet in respect of exempted limited\npartnerships but the Exempted Limited Partnership Regulations, 2014 also\nprovided for foreign limited partnerships.\n\nSection 52\nExempted Limited Partnership Act (2025 Revision)\n\nPage 42\nRevised as at 1st January, 2025\nc\n\n(3)  The defect under subsection (2) makes regulations 2, 5 and 6 and Schedules 1,\n4 and 5 of the Exempted Limited Partnership Regulations, 2014 inconsistent\nwith the Exempted Limited Partnership Act, 2014 to the extent that those\nregulations and Schedules provided for matters concerning foreign limited\npartnerships without statutory authority.\n(4)  Notwithstanding the inconsistency referred to in subsection (3), during the\nspecified period \u2014\n(a)  the fees paid without statutory authority to the Registrar in respect of\nforeign limited partnerships; and\n(b)  any forms for a translation certificate submitted in respect of foreign\nlimited partnerships,\n\nare validated and deemed to have been paid or submitted, as applicable, in\naccordance with the Exempted Limited Partnership Act, 2014.\n(5)  For the purposes of this section \u2014\n(a)  \u201cspecified period\u201d means the period commencing on 2nd July, 2014,\nwhich is the date of the commencement of the Exempted Limited\nPartnership Act, 2014, and ending on 1st January, 2025, the\ncommencement date of the Exempted Limited Partnership (Amendment\nand Validation) Act, 2024 [Act 13 of 2024]; and\n(b)  references to the Exempted Limited Partnership Act, 2014 and the\nExempted Limited Partnership Regulations, 2014 include any amended or\nrevised versions of that Act and those Regulations, prior to 1st January,\n2025, the commencement date of the Exempted Limited Partnership\n(Amendment and Validation) Act, 2024 [Act 13 of 2024].\n52.\nValidation of payment and collection of fees\n52. The payment of fees to, and the charging and collection of fees by, the Registrar\nwithout statutory authority for any service provided by the Registrar prior to 1st\nJanuary, 2025, the commencement date of the Exempted Limited Partnership\n(Amendment and Validation) Act, 2024 [Act 13 of 2024] are \u2014\n(a)  validated; and\n(b)  taken to have been lawfully charged by, paid to and collected by the\nRegistrar,\nas if the Registrar was empowered under the Exempted Limited Partnership Act (2021\nRevision) as amended by Exempted Limited Partnership (Amendment and Validation)\nAct, 2024 [Act 13 of 2024] to charge and collect those fees.\n\nExempted Limited Partnership Act (2025 Revision)\nSection 53\n\nc\nRevised as at 1st January, 2025\nPage 43\n\n53.\nOrders or determinations by court not affected\n53. The Exempted Limited Partnership (Amendment and Validation) Act, 2024 [Act 13\nof 2024] does not affect any order or determination made by a court with respect to\nfees charged by, paid to and collected by the Registrar without statutory authority for\nany service provided by the Registrar prior to 1-Jan-2020, the commencement date\nof the Exempted Limited Partnership (Amendment and Validation) Act, 2024 [Act 13\nof 2024].\n\nPublication in consolidated and revised form authorised by the Cabinet this 21st\nday of January, 2025.\nKim Bullings\nClerk of the Cabinet\n\nExempted Limited Partnership Act (2025 Revision)\n\nENDNOTES\n\nc\nRevised as at 1st January, 2025\nPage 45\n\nENDNOTES\nTable of Legislation history:\nSL #\nAct\/Law #\nLegislation\nCommencement\nGazette\n51\/2024\nExempted Limited Partnership (Amendment and\nValidation) Act, 2024 (Commencement) Order, 2024\n19-Dec-2024 LG47\/2024\/s17\n\n13\/2024\nExempted Limited Partnership (Amendment and\nValidation) Act, 2024\n1-Jan-2024\nLG47\/2024\/s4\n\nExempted Limited Partnership Law (2021 Revision)\n29-Jan-2021\nLG9\/2021\/S3\n\n56\/2020\nCitation of Acts of Parliament Act, 2020\n3-Dec-2020\nLG89\/2020\/s1\n\n31\/2020\nExempted Limited Partnership (Amendment)Law, 2020\n7-Jul-2020\nLG49\/2020\/s7\n\nExempted Limited Partnership Law (2018 Revision)\n16-Mar-2018 GE22\/2018\/s15\n\n10\/2017\nExempted Limited Partnership (Amendment) Law, 2017\n5-Jun-2017\nG12\/2017\/s7\n\n5\/2014\nExempted Limited Partnership Law, 2014\n2-Jul-2014\nGE48\/2014\/s1\n\nENDNOTES\nExempted Limited Partnership Act (2025 Revision)\n\nPage 46\nRevised as at 1st January, 2025\nc\n\nExempted Limited Partnership Act (2025 Revision)\n\nENDNOTES\n\nc\nRevised as at 1st January, 2025\nPage 47\n\nENDNOTES\nExempted Limited Partnership Act (2025 Revision)\n\nPage 48\nRevised as at 1st January, 2025\nc\n\n(Price: $9.60)","akn_extracted_at":"2026-06-22 15:32:51.36077+00","cms_id":"2001-0005","law_type":"principal","year":"2001","number":"5","title":"Exempted Limited Partnership Act","status":"in_force"},"provenance":{"files":[{"file_id":"5719","expr_id":"632","kind":"akn_xml","filename":"2001-0005_2025 Revision.akn.xml","source_url":null,"storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2001\/2001-0005\/2001-0005_2025 Revision.akn.xml","content_md5":"ab0b9cecbe6406446ca5776f99a6e564","byte_size":"106569","http_last_modified":null,"fetched_at":"2026-06-22 15:32:51.961459+00"},{"file_id":"1263","expr_id":"632","kind":"pristine_pdf","filename":"2001-0005_2025 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/2001\/2001-0005\/2001-0005_2025 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/pristine\/PRINCIPAL\/2001\/2001-0005\/2001-0005_2025 Revision.pdf","content_md5":"136dc1748ca4781b5f42e3a36b77c358","byte_size":"558608","http_last_modified":null,"fetched_at":"2026-06-21 23:09:35.025055+00"},{"file_id":"1264","expr_id":"632","kind":"working_pdf","filename":"2001-0005_2025 Revision.pdf","source_url":"\/cms\/images\/LEGISLATION\/PRINCIPAL\/2001\/2001-0005\/2001-0005_2025 Revision.pdf","storage_path":"\/Users\/q\/kyleg-data\/working\/PRINCIPAL\/2001\/2001-0005\/2001-0005_2025 Revision.pdf","content_md5":"136dc1748ca4781b5f42e3a36b77c358","byte_size":"558608","http_last_modified":null,"fetched_at":"2026-06-21 23:09:35.025055+00"}],"paragraph_count":45,"latest_history":null},"quality":{"expr_id":"632","doc_id":"632","quality_state":"needs_review","quality_score":"84","needs_human_review":"t","deterministic_categories":"{duplicate_text,page_header_footer_noise}","llm_categories":"{other,page_header_footer_noise}","repair_actions":"{collapse_duplicate_text,manual_review,strip_page_furniture}","finding_severity_counts":"{\"low\": 1, \"medium\": 1}","finding_summary":"Sample shows extraction artifacts (price tag) and repeated page headers; human review recommended to clean metadata and ensure no non\u2011legal content remains.","assessed_at":"2026-06-22 15:29:45.015972+00","updated_at":"2026-06-22 15:29:45.015972+00"}}