Section 43Part 1 — Exempted Limited Partnership Act
De - registration for continuation in another jurisdi ction
←→ Navigate · Click subsection badges to collapse · Press ? for help
A general partner on behalf of an exempted limited 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 Islands, in this section referred to as an “ applicant ”, may apply to the Registrar for the exempted limited partnership, in this section referred to as the “ applicant partnership ”, to be de - registered in the Islands.
The Registrar shall de - register an applicant partne rship if —
the applicant 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 in this section referred to as a “ relevant jurisdiction ”;
the applicant has paid to the Registrar a fee equal to three times the annual fee that would have been payable pursuant to section 39(1) in the January immediately preceding the application for de - registration;
the applicant has filed with the Registrar notice of any —
change in the name or dual foreign name;
change in the applicant partnership; and
change in its proposed registered office or agent for service of process in the relevant jurisdiction;
no pet ition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up, dissolve or liquidate the applicant partnership in any jurisdiction and no time or event has occurred upon which the applicant partners hip is to be wound up;
no receiver, trustee or administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the applicant partnership, its affairs or its property or any part thereof;
no scheme, order, co mpromise or other similar arrangement has been entered into or made whereby the rights of creditors of the applicant partnership are and continue to be suspended or restricted;
the applicant partnership is not insolvent;
an application for de - registration is bona fide and not intended to defraud creditors or the limited partners of the applicant partnership;
the applicant has delivered to the Registrar an undertaking signed by an authorised signatory of the applicant that notice of the transfer has been or will be given within twenty - one days to the secured creditors of the applicant partnership;
any consent or approval to the transfer required by any contract or undertaking entered into or given by the applicant pa rtnership has been obtained, released or waived, as the case may be;
the transfer is permitted by and has been approved in accordance with the partnership agreement of the applicant partnership;
the laws of the relevant jurisdiction with respect to transfer have been or will be complied with;
the applicant partnership, if licensed or registered under the Banks and Trust Companies Act (2025 Revision) , the Companies Management Act (2025 Revision) , the Insurance Act , 2010 [Law 32 of 2010] , the Mutual Funds Act (2025 Revision) , the Private Funds Act (2025 Revision) or the Securities Investment Business Act (2020 Revision) , has obtained consent of the Cayman Islands Monetary Authority to the transfer; Section 44 Exempted Limited Partnership Act (2025 Rev ision)
the applicant partnership will upon regist ration under the laws of the relevant jurisdiction continue as a partnership, body corporate or other form of entity;
the applicant partnership is in good standing with the registrar and all outstanding fees due to be paid in relation to the applicant partnership to the Registrar are paid; and
the Registrar is not aware of any other reason why it would be against the public interest to de - register the applicant partnership.
Paragraphs (d), (e), (f), (g), (h), (j), (k), (l) and (n) of subsection (2) may be satisfied by filing with the Registrar a voluntary declaration or affidavit of an authorised signatory of the applicant to the effect that, having made due enquiry, the Registrar is of the opinion that the requirements of those paragraphs have b een met.
A declaration or affidavit under subsection (3) shall include a statement of the assets and liabilities of the applicant partnership.
The statement under subsection (4) shall be based on an assessment of the assets and liabilities of the a pplicant partnership as at the date of the declaration or affidavit or the date as close as is practicable to the foregoing date.
An authorised signatory of the applicant, who makes a declaration or affidavit under subsection (3) without reasonable gro unds commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years.
The Registrar may, upon request from an applicant, where the Registrar is satisfied that the applicant has complied wi th subsection (2), de - register the applicant partnership.
Section 41 does not apply to an applicant partnership under this section.