Cayman Islands: Cayman Islands – Limited Partnerships

Last Updated: 14 May 2004

Ordinary Limited Partnerships
The Limited Partnerships Law of the Cayman Islands allows the creation of a limited partnership which is very similar to limited partnerships created in the United States of America and the United Kingdom.

Formation of a Limited Partnership
The following information is required for the formation of a limited partnership:-

(a) The name of the partnership;

(b) The principal place of business;

(c) The general nature of the business to be transacted;

(d) The names of all the general and limited partners and their respective places of residence;

(e) The amount of capital which each limited partner is contributing to the partnership;

(f) The date on which the partnership is to commence and its term;

(g) A statement that the sum specified as contributed by each limited partner to the partnership has been actually, and in good faith, paid in cash.

The information in (a) to (g) above must be set out in a Voluntary Declaration in accordance with the provisions of the Law.

The declaration is sent to the Registrar of Limited Partnerships who causes the information to be published in the Gazette.Until this has been done, the partnership is deemed not to have been formed.

Renewal of Partnership
If alteration is made in the names of the partners or in the nature of the business or the capital of the partnership or in any of the information supplied to the Registrar on formation, a new declaration must be filed within seven days, and if this is not done the partnership is deemed to become a general partnership.

Liability of General Partners
The general partners are responsible for the management of the partnership and are liable to account to each other and to the limited partners for the management of the partnership. They have unlimited liability to creditors. A limited liability company may, however, be a general partner.

Liability of Limited Partners
Limited partners are liable to the extent of their capital contributions and no further and do not have authority to transact the business of the partnership. If a limited partner attempts to transact business on behalf of the partnership or if his name is used with his consent in the firm name, he is deemed to be a general partner.

The partnership cannot be dissolved by act of the parties before the time stated in the declaration on formation
and in any event, until notice of the dissolution has been filed with the Registrar and published in the Gazette.


Fees are payable to the Registrar on formation and annually.

Exempted Limited Partnerships

Fifty-year tax exemption

In 1991 the Cayman Islands passed the Exempted Limited Partnership Law which allows a partnership formed under that Law to obtain from the Governor an undertaking that the partnership and its partners will not be subject to any form of taxation for a period of fifty years from the date that the undertaking is granted.

Purpose and Formation
An exempted limited partnership may be formed for any lawful purpose to be carried out either in or from the Islands or in any other place or jurisdiction. It must consist of one or more persons called general partners who are liable for all the debts and obligations of the partnership and one or more persons known as limited partners who are, except in certain specified circumstances, not liable for the various debts and obligations of the partnership. A general partner may also take an interest as a limited partner.


A body corporate may be a general or limited partner. There are no restrictions on the number of partners,
their residence or domicile save that at least one general partner must

(a)if an individual be resident in the Cayman Islands or

(b) if a company be registered pursuant to the Cayman Islands Companies Law or

(c) if a partnership be registered pursuant to the Exempted Partnership Law.


(1) The partnership must have included in its name the words "Limited Partnership" or the letters "LP";

(2) The name must be approved by the Registrar of Exempted Limited Partnerships and such approval is subject to certain limitations;

(3) The partnership may not carry on business with the public in the Cayman Islands other than as far as may be necessary for the carrying on of the business of the partnership outside the Islands;

(4) The partnership must have a registered office in the Islands and maintain a Register with the names, addresses and amount of any contribution made by the partners;

(5) The partnership must register and obtain a certificate from the Registrar of Exempted Limited Partnerships prior to having the benefit of limited liability.

Registration of the Partnership
The general partners must pay the Registrar of Exempted Limited Partnerships a prescribed fee and file a statement signed on behalf of the general partners which contains the following:-

(a) the name of the exempted limited partnership;

(b) the general nature of the business of the exempted limited partnership;

(c) he address in the Cayman 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 him as a general partner. In the case of a corporate general partner there must 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 incorporation) or a Certificate of Registration as a foreign company under Part VIII of the Companies Law and a Certificate of Good Standing, and in the case of a general partner which is itself an exempted limited partnership, there must be filed with the statement a certificate of registration and a certificate of good standing or certified copies of them;

f) a declaration that the exempted limited partnership will not undertake business with the public in the Cayman 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.

Changes of Partners and Partnership Objectives
The law allows changes to be made in the registration statement by the filing of amendments. These changes have no effect if they seek to relieve the general partner of any obligation of the partnership without the written consent of any person so affected. The name of the partnership may also be changed with the Registrar's consent.

The partnership may sue and be sued in the name of its general partner or partners and only in certain specified circumstances may limited partners be named in the suit.

The partnership may be dissolved in accordance with its terms, i.e. where it is established for a specified time and may be dissolved (a) on the filing of a notice by the general partner or on application of a partner or creditor to the Court, (b) on the death, insanity, retirement, insolvency or dissolution of the last general partner unless the limited partners unanimously, within 90 days of any of the above occurrences, elect one or more new general partners.

Protection of Creditors
A limited partner is prohibited on dissolution or in any other manner from receiving out of capital of the partnership any payment representing a return of any part of its contribution to the partnership unless the partnership is solvent.

If a return is made and the partnership proves to be insolvent within six months of such payment the limited partner is liable to repay it with interest at the rate of ten percent (10%) per annum should any such contribution be required to meet the obligations of the partnership incurred at a time when the contribution of that limited partner was part of the capital of the partnership.

Any person, on payment of a fee to the Registrar may obtain a certified copy of the Certificate of Registration, a Certificate of Good Standing, or a copy or extract of any registered statement filed with the Registrar.

Annual Return
On or before the 31st of January in each year, the general partners must file a return with the Registrar certifying that the partnership has complied with the law and pay the prescribed annual fee which is very reasonable and is not based upon the assets of the partnership.

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

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.