Cayman Islands: Deregistration Of Exempted Limited Partnership For Continuation In Another Jurisdiction


Under the provisions of the Exempted Limited Partnership Law, 2014 (the "ELP Law") a general partner ("GP"), on behalf of a Cayman Islands exempted limited partnership (the "applicant 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 Cayman Islands may apply to the Registrar of Exempted Limited Partnerships in the Cayman Islands (the "Registrar") for such applicant Partnership to be de-registered in the Cayman Islands.

Pre-conditions to de-registration

Section 43(2) of the ELP Law provides that the Registrar shall de-register an applicant Partnership if:

  1. the GP 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 (a "relevant jurisdiction");
  2. the applicant Partnership is in good standing with the Registrar and the GP has paid the relevant fees in connection with the de-registration (namely three times the annual government fees in respect of the applicant Partnership, which would have been payable in the January immediately preceding the application for de-registration);
  3. the applicant Partnership has filed with the Registrar notice of any:

    1. proposed change in the name or dual name;
    2. change in its proposed registered office or agent for service of process in the relevant jurisdiction; and
    3. any other change in the applicant Partnership;
  4. various requirements in relation to the solvency of the applicant Partnership are satisfied;
  5. the application is bona fide and not intended to defraud creditors or the limited partners of the applicant Partnership (together with an undertaking that notice of the transfer out to the relevant jurisdiction has been or will be given to all secured creditors of the applicant Partnership within 21 days );
  6. 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;
  7. the transfer is permitted by and has been approved in accordance with the partnership agreement of the applicant Partnership;
  8. the laws of the relevant jurisdiction with respect to transfer have been or will be complied with;
  9. the applicant Partnership, if licensed under the Banks and Trust Companies Law (2013 Revision), the Companies Management Law (2003 Revision) (as amended), the Insurance Law, 2010 (as amended), the Mutual Funds Law (2015 Revision) or the Securities Investment Business Law (2015 Revision), has obtained the consent of the Cayman Islands Monetary Authority to the transfer;
  10. the applicant Partnership will, upon registration under the laws of the relevant jurisdiction, continue as a partnership, body corporate or other form of entity; and
  11. the Registrar is not aware of any other reason why it would be against public interest to de-register the applicant Partnership.

The requirements under paragraphs 4 - 8 and 10 above may be satisfied by the GP filing a voluntary declaration or affidavit with the Registrar. Any declaration or affidavit shall also include a statement of the assets and liabilities of the applicant Partnership as at the date of the declaration or affidavit, or a date as close as is practicable to such date.

An authorised signatory of the GP who makes a declaration or affidavit without reasonable grounds, commits an offence and is liable on summary conviction to a fine of CI$15,000 and to imprisonment for five years.

Upon de-registration of the applicant Partnership the Registrar shall issue a de-registration certificate evidencing that the applicant Partnership has been de-registered as an exempted limited partnership and specifying the date of de-registration (the "De-registration Date").

Effect of de-registration

From the De-registration Date the applicant Partnership shall cease to be an exempted limited partnership for all purposes under the ELP Law and shall continue as a partnership, body corporate or other entity under the laws of the relevant jurisdiction. The applicant Partnership shall not by virtue of the de-registration alone cease to be a partnership, body corporate or other entity under the laws of the relevant jurisdiction.

Please note that section 43 of the ELP Law shall not operate to:

  1. create a new legal entity unless otherwise provided by the laws of the relevant jurisdiction;
  2. prejudice or affect the identity or continuity of the applicant partnership as previously constituted, unless otherwise provided by the laws of the relevant jurisdiction;
  3. affect the property of any applicant Partnership;
  4. 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 or by the laws of the Cayman Islands;
  5. 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 provided by or pursuant to section 43 and section 44 of the ELP Law; or
  6. render defective any legal proceedings by or against the applicant Partnership or any legal proceedings that could have been continued or commenced by or against the applicant Partnership before its de-registration may, notwithstanding the de-registration, be continued or commenced by or against the applicant Partnership after de-registration.

The Registrar shall give notice in the Gazette of the de-registration of an applicant Partnership under section 43 and 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.

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.

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