A partnership is the relationship which exists between persons carrying on a business in common with view of profit. A company or an individual may be a partner but the partnership as such has no corporate identity.
The general law relating to Cayman Islands Partnerships is to be found in the Partnership Law and the English Common Law. In 1983 when the Law was instituted, it was largely a statute of codification. It contains provisions substantially similar to those contained in the Partnership Act 1890 of England, and provisions relating to limited partnerships similar but not identical to those relating to limited partnerships in England.
Limited Partnerships may be registered under The Partnership Law or the Exempted Limited Partnership Law. The legal requirements are broadly similar to those in England and the United States. A limited partnership is a combination of one or more partners whose liability for the obligations of the firm is unlimited (the general partners) together with one or more partners whose liability is limited in amounts (the limited partners). The right to take part in the management of the affairs of the firm is strictly confined to general partners. The limited partners have no control over the assets or affairs of the partnership.
A partnership, whether limited or not, should preferably be created by written agreement or by deed. In the case of an ordinary partnership no other requirement is necessary.
To establish a limited partnership under the Partnership Law, all of the general partners must make a sworn declaration containing:
- The name of the firm
- The general nature of its business;
- The principal place of its business;
- The full name of each of the partners and their respective places of business;
- The term, if any, for which the partnership is entered into and the date of its commencement;
- A statement that the partnership is limited and a description of every limited partner as such;
- The amount of capital contributed by each limited partner;
- A statement that the capital contributed by each of the limited partners has actually and in good faith been paid in cash.
This declaration must be filed with the Registrar of Limited Partnerships and information contained in it must also be published in the Cayman Islands Gazette.
An existing limited partnership may re-register as an exempted limited partnership.
Exempted Limited Partnerships
To establish an exempted limited partnership, a general partner must file a signed statement with the Registrar of Limited Partnerships containing:
- The name of the exempted limited partnership which must contain the words "Limited Partnership" or "LP";
- The general nature of the business;
- The address of the registered office in the Cayman Islands;
- The term, if any, of the partnership;
- The names and addresses of the general partners;
- A declaration that the partnership will not do business with the public in the Cayman Islands except in furtherance of its business outside the Cayman Islands.
This information is available for public inspection. The general partner must maintain at the registered office a Register of Limited Partnership interests and the mortgages thereof, both of which are public documents. Property may be held in the name of, and loans may be made to, the partnership. A limited partner may, with consent of the general partner, transfer or mortgage his interest. A limited partner may receive a return of his contribution subject to the partnership being solvent.
An exempted limited partnership may obtain a fifty year undertaking against the future imposition of taxation from the Cayman Islands Government.
An exempted limited partnership must file an annual declaration that it has complied with certain of the provisions of the Exempted Limited Partnership Law.
This information provides an introduction to aspects of establishing business in the Cayman Islands for the benefit of clients who may be considering using the Islands as an offshore domicile. It is not exhaustive and is merely intended to give a broad indication of possible courses of action.
Before taking action on any business or other decisions related to the Cayman Islands, specific and particular advice should be sought from domestic taxation, legal, accountancy and other relevant professional advisers.
The information provided reflects the laws and regulations existing at December 31, 1996, but later developments have been noted where possible.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.