• Cayman Islands Exempted Limited Partnership

  • GENERAL
    Legal Framework

    Cayman Islands Exempted Limited Partnerships are governed by the Cayman Islands Exempted Limited Partnerships Law.

    Special Characteristics

    An Exempted Limited Partnership is prohibited from trading with the public in the Cayman Islands. However, it may enter into contracts in the Cayman Islands, which are necessary to carry on its business outside the Cayman Islands e.g. contracts with service providers etc.

    Tax status- An Exempted Limited Partnership may obtain an undertaking by the Cayman Islands Government confirming its tax-free status for a period of 50 years i.e. that no law enacted in the Cayman Islands imposing any tax levied on profits or income or gains or appreciation shall apply to the partnership or to any partners in respect of the partnership.

    The name of an Exempted Limited Partnership should include the words 'Limited Partnership' or the words 'LP' or 'L.P'.

  • PARTNERS
    General Partners

    An Exempted Limited Partnership should have at least 1 General Partner. There is no maximum as to the number of General Partners, unless provided for in the Partnership Agreement. At least 1 General Partner should have a local connection in the Cayman Islands i.e. either an individual resident in the Cayman Islands or a company or partnership registered in the Cayman Islands. A General Partner is responsible for conducting the business of the Exempted Limited Partnership.

    Limited Partners

    An Exempted Limited Partnership should have at least 1 Limited Partner. There is no restriction on the nationality or residency of the Limited Partners. Limited Partners are prohibited from taking part in the management of the Partnership i.e. they are passive investors who contribute capital. Limited partners of an Exempted Limited Partner can be individuals and/or legal persons. There is no maximum as to the number of Limited Partners, unless provided for in the Partnership Agreement.

    Liability of Partners

    General Partners are liable jointly and severally for an unlimited amount for the debts and obligations of the Cayman Exempted Limited Partnership i.e. unlimited liability.

    Limited Partners are liable only to the amount of any unpaid contribution i.e. limited liability.

  • PARTNER MEETINGS
    Partner Meetings

    An Exempted Limited Partnership is not required to hold partner meetings in the Cayman Islands or anywhere else unless so required by the Partnership Agreement.

  • REGISTERED OFFICE
    Registered Office

    An Exempted Limited Partnership should have its registered office in the Cayman Islands.

    Company Secretary / Registered Agent

    There is no legal requirement for an Exempted Limited Partnership to have a secretary or registered agent.

  • FOREIGN INVESTORS
    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in an Exempted Limited Partnership.

  • FORMATION
    Time Needed for Incorporation

    It usually takes 3 - 5 days to register an Exempted Limited Partnership in the Cayman Islands. A 24 hour registration is also available subject to an additional fee.

  • CONFIDENTIALITY
    Confidentiality

    The General Partner should maintain, at the registered office of the Exempted Limited Partnership, a register of the names, addresses, amounts and dates of contributions by each partner of the Exempted Limited Partnership. The register is open to inspection during usual business hours by all partners, or by any other person with the consent of the General Partner.

    The names and addresses of the General Partners are provided to the Registrar of Exempted Limited Partnerships each year.

    No information for the Limited Partners is provided to the Registrar.

    The Partnership Agreement is not filed in any public registry and is not open to public inspection.

  • Transfer of Interests

    Subject to any restriction provided for in the Partnership Agreement, a partnership interest may be assigned in whole or in part.

  • FILING REGUIREMENTS
    Filing with the Registrar of Companies

    An Exempted Limited Partnership must file an annual return with the Registrar in January each year. The annual return contains the name of the partnership, the nature of its business, the address of its registered office, the names and addresses of its General Partners, its duration and a declaration that it did not carry out any business with the public in the Cayman Islands.

    Filing with the Tax Authorities

    Exempted Limited Partnership does not need to submit an annual tax return or its annual accounts to the Tax Authorities.

  • RECORDS
    Accounting Records

    An Exempted Limited Partnership needs to maintain accounting records. These can be maintained outside the Cayman Islands and in any currency.

    The Law does not specify the duration for which these accounting records should be kept.

    Financial Statements

    An Exempted Limited Partnership needs to maintain books of account which must give a true and fair view of the state of business and financial condition of the Exempted Limited Partnership.

    There is no requirement for filing of accounts if the Exempted Limited Partnership is not regulated or licensed under any other law.

  • AUDIT
    Audit Requirement

    The Law does not require the accounts of an Exempted Limited Partnership to be audited.

Compare Cayman Islands to other jurisdictions and see the difference in corporation tax rates, tax residency requirements, VAT rates, capital gain taxes, etc.

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