Conyers Dill & Pearman

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Continuing requirements of the Exempted Limited Partnership Law of the Cayman Islands

The Cayman Islands Exempted Limited Partnership Law imposes continuing obligations on exempted limited partnerships (ELPs) registered in the Cayman Islands. Those partnerships that carry on business as mutual funds are subject to additional regulation governing those activities, details of which are available on request.

ELPs are required to have at least one general partner and at least one limited partner. The general partner will be liable for all debts and obligations of the ELP in the event that the assets of the ELP are inadequate. The limited partner(s), subject to the terms of the partnership agreement and the return of contributions or commitments in the context of insolvency, will not be liable for all debts and obligations unless the limited partner(s) take part in the conduct of the business of the ELP.

Every ELP must have a name that shall include the words ‘limited partnership’ or the letters ‘L.P.’ or ‘LP’ and, in the case of an ELP carrying on special economic zone business, shall include the words ‘special economic zone’ or the letters ‘SEZ’. The name may include the name of any general partner, limited partner or any derivation thereof. An ELP may have a name that is preceded by or followed with a dual or foreign name…

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