Exempted Limited Partnership Regulations

PUBLISHING DETAILS Revised under the authority of the Law Revision Act (2020 Revision).

The Exempted Limited Partnership Regulations, 2014 made the 1st July, 2014 as amended by Act 56 of 2020.

Consolidated with — Exempted Limited Partnership (Amendment) Regulations, 2017 made 13th December, 2016 Exempted Limited Partnership (Amendment) Regulations, 2020 made 22nd May, Exempted Limited Partnership (Amendment) Regulations, 2023 made 28th November, 2023 Exempted Limited Partnership (Amendment) Regulations, 2024 made 30th July, Exempted Limited Partnership (Amendment) (No. 2) Regulations, 2024 made 15th October, 2024.

Originally enacted —

Act 56 of 2020-7th December, 2020.

Consolidated and revised this 1st day of January, 2025.

Note (not forming part of these Regulations): This Revision replaces the 2021 Revision which should now be discarded.

Arrangement of Regulations

Regulation

Regulation 1

Citation These Regulations may be cited as the Exempted Limited Partnership Regulations Fees The fees set out in Schedule 1 shall be paid to the Registrar in respect of exempted limited partnerships and foreign limited partnerships. For the purposes of section 42(1) of the principal Act, the recognised jurisdictions are set out in Schedule 2. Form of undertaking The form for the grant of an undertaking under section 38(3) of the principal Act may be in the form the Cabinet may by Order designate. Administrative fees The administrative fees set out in Schedule 4 shall be paid to the Registrar in respect of exempted limited partnerships and foreign limited partnerships.

Regulation 6

Translation certificate The form for a translation certificate that is required in respect of exempted limited partnerships or foreign limited partnerships with a dual foreign name is set out in

(Regulation 2) FEES No. Partnership type Provision Description Fee 9(1) Fee $1,000 12(1) Certified copy of certificates, copy of extract from any statement filed 37(2) Strike off filing fee Annual Fee (a) $1,300, where licensed or regulated pursuant to section 4 or 5 of the Mutual Funds Act or registered pursuant to section 5 of the Private Funds Act (2021 Revision) (b) $2,100, where not licensed or regulated pursuant to section 4 or 5 of the Mutual Funds Act Revision) or not registered pursuant to section 5 of the Private Funds Act (2021 Revision)

40(2) under 40(2) of any originally registered under the repealed Limited Law (Revised) or under sections through 54 or sections 56 and of the Partnership Act $1,000 42(3) $1,500 12(9), 42(9) and Certified copy of certificates, copy of extract from any statement filed 42(6) Annual fee chargeable under 42(6) for a registered under 42(3) $1,650

(Regulation 3) RECOGNISED JURISDICTIONS Argentina Israel Australia Italy Austria Japan Bahamas Jersey Bahrain Liechtenstein Barbados Luxembourg Belgium Malta Bermuda Mexico Brazil Netherlands British Virgin Islands New Zealand Canada Norway Denmark Panama Finland People’s Republic of China France Portugal Germany Singapore Gibraltar Spain Greece Sweden Guernsey Switzerland Hong Kong Turkey Iceland United Arab Emirates India United Kingdom Ireland United States of America Isle of Man

(Repealed by Regulation 3 of the Exempted Limited Partnership (Amendment) Regulations, 2017)

(Regulation 5) ADMINISTRATIVE FEES Filing any resolution, notice, return or any other document General search fee Filing an application in respect of a dual foreign name

Copy of any document

(Regulation 6) FORM 1 TRANSLATION CERTIFICATE CERTIFIED TRANSLATOR’S CERTIFICATE AS TO TRANSLATED NAME I, _______________________________________________________________ of _____________________________________________________________ (insert full name and address) being fluent in both the English and the (insert the language) hereby confirm that I am a certified translator licensed or approved by _______________________________________________________________ (insert the name of licensor) acting for and on behalf of ___________________________________________ (state name of employer/translation company), and state the following - That the name _______________________________________________ appears in the______________________________________________ language; That when translated or transliterated into the English language, the above name, to the best of my knowledge and ability, means - ____________________________________________________________; and (insert translation/ transliteration into English) The English translation of the above _______________________________ name is__________________________________________________________ (insert translation of name); and The name in the _______________________________________________  does not contain any of  contains the following words or derivatives of the words set out in the Annex hereto _______________________________________________________________ _______________________________________________________________ (state words or derivatives of words in English language, if any, contained in the name in the foreign language or in the English language). Dated: ____________________________________ for and on behalf of ________________________________________________ (employer/translation company)

_______________________________________________________________ (insert name and designation of licensed or approved translator) I, _______________________________________________________________ (insert name) Notary Public in and for ____________________________________________, (insert name of country) do hereby certify that the foregoing bears the signature of - _______________________________________________________________ (insert name of licensed or approved translator) Dated: _________________________________ (insert date and attach seal) _______________________________________________________________ (insert name of Notary Public)

ANNEX TO FORM 1 LIST OF WORDS AND DERIVATIVES OF WORDS AND THE RESPECTIVE Companies Act (2025 Revision), section 30(2) “royal”, “imperial”, “empire”, “municipal”, “chartered”, “co-operative”, “assurance”, “bank”, “insurance”, “gaming”, “lottery” or any of their derivatives. Banks and Trust Companies Act (2025 Revision), section 11 “bank”, “trust”, “trust company”, “trust corporation”, “savings” or “savings and loan” or any of their derivatives. Insurance Act, 2010 [Law 32 of 2010], section 36 “insurance”, “assurance”, “indemnity”, “guarantee”, “underwriting”, “reinsurance”, “surety”, “casualty” or any of their derivatives. Companies Management Act (2025 Revision), section 3 Words connoting the “business of company management”, being the provision of the following corporate services for profit or reward in or from within the Islands - (a) acting as a company formation agent; (b) providing a registered office or business address for a company; (ba) establishing and maintaining beneficial ownership registers on behalf of companies and limited liability companies incorporated or formed in the Islands, offering an information technology solution to those companies and limited liability companies to make extracts of information on the

beneficial ownership register searchable by the competent authority established under the Beneficial OwnershipTransparency Act, 2023 [Act 13 of 2023] and responding to requests from the competent authority about whether a company or a limited liability company or a subsidiary of the same is exempted from the application of that Act; providing an accommodation, correspondence or administrative address for a company or for any other person; (d) filing statutory forms, resolutions, returns and notices; (e) as or fulfil the function of a person authorised to accept service of process on behalf of a foreign company carrying on business in the Islands or to accept any notices required to be served on it; (f) as or fulfil the function of an officer of a company; (g) acting as a nominee shareholder for a company; (h) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of director or alternate director of a company; (i) acting as or arranging for another person to act as secretary, alternate, assistant or deputy secretary of a company; (j) as or fulfil the function of an authorised custodian for the purposes of the Companies Act (2025 Revision); (k) providing other corporate services involving the control of the whole or a substantial part of the assets of a company; and providing any additional corporate services as may be specified in

FORM 2 REGISTERED OFFICE PROVIDER’S CERTIFICATE AS TO TRANSLATED NAME I_____________________________________________________________ (insert name and address) being fluent in both the English language and the __________________language, (insert language) hereby confirm that I act for and on behalf of _________________________________________________________________ (insert Cayman Islands registered office provider) and state the following - That the name _________________________________________________ Appears in the That when translated/transliterated into the English language, the above name, to the best of my knowledge and ability, means - _____________________________________________________________; and (insert translation/transliteration into English language) The English language translation of the above ________________________ name is ______________________________________________________ and; (insert English translation of name) The name in the _______________________________________________  does not contain any of  contains the following words or derivatives of the words set out in the Annex hereto _________________________________________________________________ (state words or derivatives of words in the English language, if any, contained in the name in the foreign language or in the English language). Dated: _________________________________ (insert date) For and on behalf of ___________________________________ (insert name of Cayman Islands registered office provider) I, ______________________________________________________________ (insert name) Notary Public in and for the Cayman Islands, do hereby certify that the foregoing bears the signature of _______________________________________________ (insert name of translator) acting for and behalf of _____________________________________________

(Insert name of registered office provider). Dated: _________________________________ (insert date and attach seal) _______________________________________ (insert name of Notary Public) Dated the day of , 20 .

ANNEX TO FORM 2 LIST OF WORDS AND DERIVATIVES OF WORDS AND THE RESPECTIVE Companies Act (2025 Revision), section 30 (2) “royal”, “imperial”, “empire”, “municipal”, “chartered” “co-operative”, “assurance”, “bank”, “insurance” “gaming”, “lottery” or any of their derivatives. Banks and Trust Companies Act (2025 Revision), section 11 “bank”, “trust”, “trust company”, “trust corporation”, “savings” or “savings and loan” or any of their derivatives. Insurance Act, 2010 [Law 32 of 2010], section 36 “insurance”, “assurance”, “indemnity”, “guarantee”, “underwriting”, “reinsurance”, “surety”, “casualty” or any of their derivatives. Companies Management Act (2025 Revision), section 3 Words connoting the “business of company management”, being the provision of the following corporate services for profit or reward in or from within the Islands - (a) acting as a company formation agent; (b) providing a registered office or business address for a company; (ba) establishing and maintaining beneficial ownership registers on behalf of companies and limited liability companies incorporated or formed in the Islands, offering an information technology solution to those companies and limited liability companies to make extracts of information on the beneficial ownership register searchable by the competent authority established under the Beneficial OwnershipTransparency Act, 2023 [Act 13 of 2023] and responding to requests from the competent authority about whether a company or a limited liability company or a subsidiary of the same is exempted from the application of that Act;

providing an accommodation, correspondence or administrative address for a company or for any other person; (d) filing statutory forms, resolutions, returns and notices; (e) as or fulfil the function of a person authorised to accept service of process on behalf of a foreign company carrying on business in the Islands or to accept any notices required to be served on it; (f) as or fulfil the function of an officer of a company; (g) acting as a nominee shareholder for a company; (h) acting as or fulfilling the function of or arranging for another person to act as or fulfil the function of director or alternate director of a company; (i) acting as or arranging for another person to act as secretary, alternate, assistant or deputy secretary of a company; (j) as or fulfil the function of an authorised custodian for the purposes of the Companies Act (2025 Revision); (k) providing other corporate services involving the control of the whole or a substantial part of the assets of a company; and providing any additional corporate services as may be specified in Publication in consolidated and revised form authorised by the Cabinet this 21st day of January, 2025. Kim Bullings Clerk of the Cabinet

Table of Legislation history: SL # Act/Law # Commencement Gazette 39/2024 Exempted Limited Partnership (Amendment) (No. 2) Regulations, 2024 1-Jan-2025 LG36/2024/s3 27/2024 31-Jul-2024 LG26/2024/s12 29/2023 1-Jan-2023 LG38/2023/s3

29-Jan-2021 LG9/2021/s4

56/2020 Citation of Acts of Parliament Act, 2020 3-Dec-2020 LG89/2020/s1 72/2020 22-May-2020 LG39/2020/s1

16-Mar-2018 GE22/2018/s16 59/2017 30-Jun-2017 GE54/2017/s1 32/2014 4-Jul-2014 GE49/2014/s1

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