Section 38Part 6 — Application of the Partnership Act
Deregistration for purposes of continuation in another jurisdiction
←→ Navigate · Click subsection badges to collapse · Press ? for help
A limited liability partnership which proposes to be registered by way of continuat ion as a partnership, body corporate or any other form of entity under the laws of any jurisdiction outside the Islands, hereinafter called an “applicant partnership” may apply to the Registrar to be deregistered in the Islands.
The Registrar shall der egister an applicant partnership if —
the applicant partnership proposes to register 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, in this s ection referred to as a “relevant jurisdiction”;
the applicant partnership has paid to the Registrar a fee equal to three times the annual fee that would have been payable pursuant to section 20 (1) in the January immediately preceding the application f or deregistration;
the applicant partnership has filed with the Registrar notice of any proposed change in the name of the applicant partnership and of the applicant partnership ’ s proposed registered office or agent for service of process in the releva nt jurisdiction;
no petition 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;
no receiver, trustee or administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the applicant partnership, the affairs or property of the applicant partnership or any part thereof;
no scheme, order, compromise 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 able to pay the debts of the applicant partnership as those debts fall d ue;
the application for deregistration is bona fide and not intended to defraud creditors of the applicant partnership;
the applicant partnership has delivered to the Registrar an undertaking that notice of the transfer has been or will be given wi thin 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 partnership 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 under the regulatory laws has obtained the consent of the Cayman Islands Monetary Authority to the transfer; c Revised a s at 1st January, 2025 Page 35
the applicant partnership will upon registration under the laws of the relevant jurisdiction continue as a partnership, body corporate or other entity; and
the Registrar is not aware of any other reason why it would be against the public interest to deregister the applicant partnership.
Subsection (2)(d), (e), (f), (g), (h), (j), (k), (l) and (n) shall b e satisfied by filing with the Registrar a voluntary declaration or affidavit of an authori s ed signatory of the applicant partnership to the effect that, having made due enquiry, the Registrar is of the opinion that the requirements of those paragraphs hav e been met and which declaration or affidavit shall include a statement of the assets and liabilities of the applicant partnership made up to the latest practicable date before the making of the declaration or affidavit.
A person who, being an authoris ed signatory of the applicant partnership, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for a term of five years.
An applicant partnership shall be entitled to request that the applicant partnership either be deregistered immediately upon the Registrar being satisfied that the applicant partnership has complied with subsection (2) or that the appli cant partnership first be provisionally deregistered upon the Registrar being satisfied that the applicant has complied with subsection (2) and in the event that the applicant partnership requests that the applicant partnership first be provisionally dereg istered, the Registrar shall confirm such provisional deregistration, and the date thereof, in writing to the applicant partnership, but the Registrar shall only complete the deregistration of the applicant partnership upon receipt of such evidence as the Registrar considers appropriate that the applicant partnership has been reregistered, or will be reregistered contemporaneously with the applicant partnership ’ s deregistration, in the relevant jurisdiction and in the event the Registrar has not received su ch evidence within ninety days of the date of provisional deregistration, the provisional deregistration shall be cancelled and the applicant partnership, if the applicant partnership wishes to be deregistered, shall apply anew for deregistration.
Upon deregistration of an applicant partnership under this section, the Registrar shall issue a certificate under the Registrar ’ s hand and seal of office that the applicant partnership has been deregistered as a limited liability partnership and specifying the date of such deregistration.
The Registrar shall enter in the register the date of deregistration of the applicant partnership.
Subject to subsection
, from the commencement of the date of deregistration, the applicant partnership shall cease t o be a limited liability partnership for all purposes under this Act and shall continue as a partnership, body corporate or other entity under the laws of the relevant jurisdiction. ( 9 ) Subsection (8) shall not operate —
to create a new legal entity un less otherwise provided by the laws of the relevant jurisdiction;
to prejudice or affect the identity or continuity of the applicant partnership as previously constituted unless otherwise provided by the laws of the relevant jurisdiction;
to affect the property of any applicant partnership;
to affect any appointment made, resolution passed or any other act or thing done in relation to the applicant partnership pursuant to a power conferred by the partnership agreement of the applicant partnershi p or by the laws of the Islands;
except to the extent provided by or pursuant to this section, to affect the rights, powers, authorities, functions and liabilities or obligations of the applicant partnership or any other person unless otherwise provide d by the laws of the relevant jurisdiction; or
to render defective any legal proceedings by or against the applicant partnership, and any legal proceedings that could have been continued or commenced by or against the applicant partnership before the a pplicant partnership ’ s deregistration hereunder may, notwithstanding the deregistration, be continued or commenced by or against the applicant partnership after deregistration.
The Registrar shall forthwith give notice in the Gazette of the deregistra tion of any applicant partnership under this section, the jurisdiction under the laws of which the applicant partnership has been registered by way of continuation and the name of the applicant partnership, if changed.