s.2Interpretation
2
Section 2Part 1 — Exempted Limited Partnership Act

Interpretation

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In this Act — “ certified translator ” means a person whose interpretation or translation competence has been tested and approved by a professional association or governmental body or any other person determined by the Registrar; “ commitment ” means cash, property, services rendered or other assets which a partner agrees to contribute to the capital of an exempted limited partnership in it s capacity as partner but does not include any moneys agreed to be lent to an exempted limited partnership; “ Companies Act ” means the Companies Act (2025 Revision) ; “ contribution ” means cash, property, services or other assets which a partner contributes t o the capital of an exempted limited partnership in its capacity as partner but does not include any moneys lent by a partner to an exempted limited partnership; “ court ” means the Grand Court; “ dual foreign name ” means an additional name in any language no t utilising the Roman alphabet, utilising any letters, characters, script, accents and other diacritical marks, and which does not have to be a translation or transliteration of the name in the Roman alphabet; Section 2 Exempted Limited Partnership Act (2025 Rev ision) “ exempted limited partnership ” means — ( a ) a partnership formed and registered under section 9
; or ( b ) a partnership that before the commencement of the Exempted Limited Partn ership Law, 2014 (Law 5 of 2014) was formed and registered under the repealed Exempted Limited Partnership Law (2013 Revision) ; “ general partner ” means a person who is named as such in the statement filed pursuant to section 9 or 10
and if more than one shall mean each general partner, unless this Act otherwise provides; “ general partnership interest ” means the partn ership interest of a general partner in that person’s capacity as such; “ insolvency of the exempted limited partnership ” means that the general partner is unable to pay the debts and obligations of the exempted limited partnership, otherwise than in respec t of liabilities to partners on account of their partnership interests, in the ordinary course of business as they fall due out of the assets of the exempted limited partnership, without recourse to the separate assets of the general partner not contribute d or committed to the exempted limited partnership and “ insolvent ” shall be construed accordingly; “ limited partner ” means a person who has become a limited partner in accordance with section 4(2) or otherwise pursuant to section 32; “ limited partnership i nterest ” means the partnership interest of a limited partner in that person’s capacity as such; “ majority of limited partners ” means a majority or number of limited partners, or class or category of limited partners, or other persons, whether parties to the partnership agreement or otherwise including the general partner, required by or specified, either generally or in respect of a particular matter, in the partnership agreement and calculated in the manner specified in the partnership agreement, but if no such majority or manner is specified in the partnership agreement any required majority of the limited partners shall be a simple majority of the limited partners calculated by reference to the value of the contributions of the limited partners at the tim e of determination; “ overseas company ” means a company, body corporate or corporate entity existing under the law of a jurisdiction outside of the Islands; “ part ” means, in relation to a partnership interest, a proportionate part of that partnership intere st, comprising both the rights, and the obligations under the partnership agreement and this Act but without prejudice to the liability of a general partner under section 4(2); “ partner ” means a limited partner or a general partner; “ partnership agreement ” means any agreement of the partners which provides for the establishment of, and regulates the affairs of, an exempted limited partnership, the conduct of its business and the rights and obligations of the partners amongst themselves; “ partnership interes t ” means the interest of a partner in an exempted limited partnership in respect of profit, capital and voting or other rights, benefits or obligations to which that partner is entitled or subject pursuant to the partnership agreement or this Act ; “ public in the Islands ” excludes any exempted or ordinary non - resident company registered under the Companies Act (2025 Revision) , a foreign company registered pursuant to Part 9 of the Companies Act (2025 Revision) , a foreign limited partnership registered under section 42, any company acting as general partner of a partnership registered under section 9(1) or any director or officer of the same acting in that capacity or the trustee of any trust registered or capable of registration under section 74 of the Trusts Act (2021 Revision) acting in that capacity; “ qualifying general partner ” means a general partner of an exempted limited partnership that satisfies paragraph
,
,
or
of section 4(4); “ registered office provider ” means in relation to an exempted limited partnership the person who provides the registered office for that exempted limited partnership; “ Registrar ” means the Registrar of Exempted Limited Partnerships appointed in accordance with section 8; “ security interest ” means a legal mortgage, an equitable mortgage, charge or other form of security interest granted with respect to a partnership interest or part thereof whether or not governed by the laws of the Islands; “ signature ” includes a facsimile of a signature however reproduced and a digital signature; “ special economic zone business ” means any type of business authorised to be carried on in a special economic zone pursuant to any Law in force in the Islands; and “ translated name ” means a translation or transliteration of an exempted l imited partnership ’ s dual foreign name into the English language provided by either a person licensed to provide the exempted limited partnership ’ s registered office in the Islands or a certified translator, together with a statement as to the foreign lang uage in which the dual foreign name is written.

Cross References

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