Section 4Part 1 — Exempted Limited Partnership Act
Constitution
←→ Navigate · Click subsection badges to collapse · Press ? for help
An exempted limited partnership may be formed for any lawful purpose to be carri ed out and undertaken either in or from within the Islands or elsewhere upon the terms, with the rights and powers, and subject to the conditions, limitations, restrictions and liabilities mentioned in this Act but an exempted limited partnership shall not undertake business with the public in the 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.
An exempted limited partnership shall consist of one or more pers ons called general partners who shall, in the event that the assets of the exempted limited partnership are inadequate, be liable for all debts and obligations of the exempted limited partnership, and one or more persons called limited partners who shall n ot be liable for the debts or obligations of the exempted limited partnership save as provided in the partnership agreement and to the extent specified in sections 20(1) and 34(1), but a general partner, without derogation from that general partner’s posit ion as such, may, in addition, take an interest as a limited partner in the exempted limited partnership.
A body corporate, with or without limited liability, and a partnership whether in the name of the partnership and whether or not an exempted limit ed partnership, may be a general or limited partner of an exempted limited partnership.
Any one or more of the limited partners and general partners of an exempted limited partnership may be resident, domiciled, established, incorporated or registered under the laws of the Islands or outside of the Islands but at least one general partner shall —
if an individual, be resident in the Islands;
if a company, be registered under the Companies Act (2025 Revision) or registered pursuant to Part 9 of t he Companies Act (2025 Revision) ;
if a partnership, be registered pursuant to section 9(1) or 42, as applicable; or
if any other person, be registered under any other Law or regulation as may be prescribed.
A limited partner, or person with analogous status, of a partnership which is the general partner of an exempted limited partnership shall not, by virtue of that fact alone, be taken to be a general partner of the exempted limited partnership.
A limited partner of an exempted limited partnership shall not cease to have the benefit of limited liability by reason only of the partnership ceasing to have a qualifying general partner.