Knowledge

The purpose of this briefing is to summarise the features of exempted limited partnerships in the Cayman Islands.

It is a general summary of the law and does not constitute legal advice. If you have any questions about exempted limited partnerships, please contact your usual Bedell Cristin contact.

Introduction

An exempted limited partnership (an "ELP") is a form of partnership formed and registered under section 9(1) of the Exempted Limited Partnership Act (Revised) (the "ELP Act") (including a partnership formed and registered before the commencement of that Act, which was formed and registered under the repealed Exempted Partnership Law (2013 Revision)). ELPs are commonly used in private equity and other closed-ended investment fund structures, as well as more widely in private wealth structures.

The ELP Act provides that, except where inconsistent with it, the rules of equity and common law applicable to partnerships, as modified by the Partnership Act (Revised), apply to ELPs.

As with a traditional partnership, an ELP has no separate legal personality and it must have a minimum of two partners; in the case of an ELP, a minimum of one general partner and one limited partner. All management responsibility is vested in the general partner, which has unlimited liability. Except in narrow circumstances, the limited partners have limited liability.

Registration

An ELP is formed by the general partner signing a statement pursuant to section 9(1) of the ELP Act and the payment of a government registration fee of US $1,219. The registration statement must contain:

• the ELP name;
• the general nature of the ELP's business;
• the ELP's registered office in the Cayman Islands;
• the term, if any, of the ELP;
• the full name and address of each general partner, and there shall also be filed:
• in the case of a corporate general partner, a certificate of incorporation and a certificate of good standing (or equivalent);
• in the case of a general partner that is a partnership under the ELP Act, a certificate of registration and a certificate of good standing; and
• in the case of a general partner who is an individual, evidence including photographic identification and residential address in the Cayman Islands; and
• a declaration that the ELP will not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of its business outside the Cayman Islands.

If there is any subsequent change to these particulars, the general partner must sign a statement specifying the nature of the change and file that statement with the Registrar within 60 days of the change.

The Registrar will issue a certificate of registration, typically within five working days of filing. Express fees can be paid to expedite the registration.

The ELP's name must contain "Limited Partnership", "LP" or "L.P." and the ELP must maintain a registered office in the Cayman Islands at a licensed service provider.

At least one general partner must be:

• an individual resident in the Cayman Islands;
• a company registered under the Companies Act (Revised) (including a non-Cayman company registered in Cayman as a foreign company); or
• a partnership registered under the ELP Act (including a non-Cayman limited partnership registered in Cayman as a foreign limited partnership). 

Partnership agreement

Although it is not a formal requirement, the partners will customarily also enter into a limited partnership agreement that sets out the partners' respective powers and duties, including:

• the general partner's powers and duties in respect of the management of the ELP's business;
• a mechanism for the admission and retirement of partners, as well as the transfer of ELP interests;
• the allocation of profits and losses;
• indemnification of the general partner;
• provisions in respect of the delegation of powers and duties, including the appointment of the general partner as power of attorney;
• a mechanism for the amendment of the partnership agreement; and
• the procedure for the termination of the ELP.

Annual fees and reporting

In addition to the standard annual registration fee payable to the Registrar, an ELP must file an annual return (this is done by the ELP's registered office service provider) and pay an annual registration fee of US $1,464 (where the ELP is licensed or regulated under the Mutual Funds Act (Revised) or the Private Funds Act (Revised)) or US $2,439 (where it is not licensed or regulated under those laws).

Operation and management

Only the general partner may take part in the conduct of the business of the ELP. All letters, contracts, deeds, instruments or other documents are entered into by the general partner (or its agent or delegate) on behalf of the ELP.

Subject to that, the ELP Act gives considerable flexibility for a partnership agreement to provide for the establishment of boards or committees and for the delegation of powers, rights, authorities, obligations, and duties.

Any property or rights of an ELP (including choses in action) that are conveyed to, or held by, the ELP are held by the general partner on trust as an asset of the ELP in accordance with the terms of the partnership agreement. Any debt or obligation incurred by the general partner in the conduct of the business of the ELP is a debt or obligation of the ELP.

An ELP may apply to the Cayman Islands Government for an undertaking for a period of up to 50 years that no law which is enacted imposing a tax on profits, income, gains or appreciations shall apply to the ELP or any partner in respect of the operations or assets of the ELP or a partner's interest.

Books and records

The general partner must:

• keep proper books of account (which must be maintained for a minimum of five years), including material underlying documents, with respect to all sums of money received and expended by the ELP, all sales and purchases of goods by the ELP, and the assets and liabilities of the ELP. Such books of account must give a true and fair view of the business and financial condition of the ELP and must explain its transactions;
• maintain a register of limited partnership interests and a register of security interests; and
• maintain 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 such contribution (any change to which must be updated within 21 days).

Other obligations

ELPs may be "relevant entities" under the International Tax Co-operation (Economic Substance) Act (Revised) and, as such, must make an annual notification to the Tax Information Authority. Depending on the nature of the ELP's business, they may also be required to have demonstrable economic substance in the Cayman Islands. These obligations are beyond the scope of this briefing save that, where a ELP is registered under the Private Funds Act (Revised) or the Mutual Funds Act (Revised), both the ELP and its general partner, will fall outside of the economic substance requirements.

Depending on the nature of the ELP's business, it may have additional obligations under the Mutual Funds Act (Revised), the Private Funds Act (Revised), the Anti-Money Laundering Regulations (Revised), the Common Reporting Standard (CRS) and the United States Foreign Account Tax Compliance Act (FATCA). These laws and regulations are beyond the scope of this briefing.

If you would like any further information, please get in touch with your usual Bedell Cristin contact or one of the contacts listed.