What is the main source of law authorizing this entity form?

Exempted Limited Partnership Act (2021 Revision).

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

An exempted limited partnership does not have separate legal personality.

(Maximum) period of existence

There is no maximum period of existence. The term is set out in the partnership agreement and can be amended.

Governing document(s)

The governing document is the limited partnership agreement.

Liability of incorporators / shareholders

General partner(s) are liable for the debts and obligations of the partnership and are responsible for governing the exempted limited partnership. Limited partners are generally not liable for the debts and obligations of the exempted limited partnership.

(Governing) bodies

See above comment.

Other particularities

N/A

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions, equity acquisitions, etc.)?

There are no restrictions from a Cayman Islands law perspective on the ability of an exempted limited partnership to be involved in international restructurings

Can this type of entity be publicly listed or held?

Yes.

Can this type of entity be used for a non-profit or charitable organization?

Yes.

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

The main documents required for formation and registration are:

• a limited partnership agreement; and
• a statement pursuant to section 9 of the Exempted Limited Partnership Act (2021 Revision) providing the name of the partnership, the general nature of business, the address of the registered office, the term of the partnership, the full name and address of the general partner(s), and a declaration that the partnership shall not conduct business with the public in the Cayman Islands other than in so far as necessary.

Involvement of notary, company register, governmental authorities

The Registrar of Exempted Limited Partnerships is the governmental authority involved in the registration of exempted limited partnerships.

Timing (estimate)

An exempted limited partnership is formed upon the signing of the partnership agreement and the term will commence upon the partnership being registered with the Registrar of Exempted Limited Partnerships as an exempted limited partnership. It takes approximately one week to register a partnership with the Registrar of Exempted Limited Partnerships, but the process can be expedited for an additional fee.

Main costs, including registration and similar fees (excluding legal fees)

There is a registration fee to register the partnership with the Registrar of Exempted Limited Partnerships of approximately US$1,222. Typically, there are also administrative costs for the registered office provider to file the Section 9 statement (and any amendments to this statement) with the Registrar of Exempted Limited Partnerships.

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

A description of the anticipated business is included in the limited partnership agreement.

Minimum number of incorporators / shareholders and residency requirements

An exempted limited partnership must be formed with at least one general partner and one limited partner. At least one general partner must be resident/incorporated/registered in the Cayman Islands. There are no Cayman Islands residency requirements for limited partners.

Minimum number of directors (or other applicable officers) and residency requirements

An exempted limited partnership must be formed with at least one general partner and at least one general partner must be resident/incorporated/registered in the Cayman Islands.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

Each partner will make a contribution to the partnership pursuant to the terms of the partnership agreement.

Is the physical presence of incorporators / directors required in the jurisdiction for incorporation, formation or organization?

Each exempted limited partnership must have a registered office in the Cayman Islands in order to file the partnership registration with the Registrar of Exempted Limited Partnerships. At least one general partner must be resident/incorporated/registered in the Cayman Islands for registration of the partnership.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

There is no requirement for an exempted limited partnership to have a tax identification number in the Cayman Islands.

What is the title of the applicable company registry?

Registrar of Exempted Limited Partnerships.

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.:

A Section 9 statement must be filed with the Registrar of Exempted Limited Partnerships, but it is not publicly available. It is optional to file a limited partnership agreement with the Registrar of Exempted Limited Partnerships and, if filed, it will not be publicly available.

If there are any changes to the particulars of a Section 9 statement, a statement pursuant to section 10 of the Exempted Limited Partnership Act (2021 Revision) must be filed within 60 days specifying the nature of the change.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

The general partner(s) is/are the executive body of an exempted limited partnership. The general partner(s) act on behalf of the partnership. The full responsibilities of the general partner are set out in the partnership agreement.

How are the members of executive body appointed, dismissed and replaced?

The general partner(s) are appointed, dismissed and replaced pursuant to the partnership agreement and section 10(2) of the Exempted Limited Partnership Act (2021 Revision). The Exempted Limited Partnership Act (2021 Revision) states that any change to the general partner much be filed with the Registrar of Exempted Limited Partnerships within 15 days and is not effective until it has been filed.

Is it possible to appoint corporate directors or must all directors be natural persons?

Corporate entities can be and are typically the general partners of exempted limited partnerships.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

N/A.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

The owners of the partnership are the limited partners. To ensure that that a limited partner retains its limited liability status, a limited partner must not take part in the conduct of the business of an exempted limited partnership in its dealings with persons who are not partners.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

The majority and quorum requirements for decisions by the partners are set out in the limited partnership agreement and can be changed by amending the limited partnership agreement.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

AThe Cayman Islands Monetary Authority has issued a statement of guidance on corporate governance for regulated entities. The guidance highlights the general partner's functions and its relationship with senior management.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

Proper books of account shall be kept by the general partner of an exempted limited partnership. The books of account may be provided to the limited partners subject to the terms of the limited partnership agreement.

If an exempted limited partnership is regulated by the Cayman Islands Monetary Authority it will be required to file audited accounts with the Cayman islands Monetary Authority annually.

Is the entity permitted to determine its own financial year?

Yes.

Is the entity subject to any statutory (external) auditor obligations?

If an exempted limited partnership is regulated by the Cayman Islands Monetary Authority then it must have its accounts audited annually.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

If registered as a regulated mutual fund or a registered private fund with the Cayman Islands Monetary Authority, the exempted limited partnership must appoint an auditor and an administrator. The auditor must have a presence in the Cayman Islands but there is no residency requirement for the administrator.

If an exempted limited partnership engages in 'relevant financial business' within the meaning of the Proceeds of Crime Act (2020 Revision) of the Cayman Islands, then the partnership must appoint natural persons to act as the anti-money laundering compliance officer, money laundering reporting officer and deputy money laundering reporting officer. Further, if an exempted limited partnership is a 'Cayman Reporting Financial Institution' within the meaning of the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations (2021 Revision) then the partnership must appoint a principal point of contact for dealings with the Cayman Islands Tax Information Authority and an authorising person who is authorised to notify the Cayman Islands Tax Information Authority of changes to the principal point of contact.

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Partnership interests.

Are different classes of ownership interests possible? If so, what are some examples of different classes?

Yes, as per the limited partnerships agreement.

What documentation is required for the transfer of ownership interests?

Transfers of limited partnership interests are governed by the limited partnership agreement.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

The register of limited partners and record of contributions of the exempted limited partnership must be updated.

Are there any applicable stamp duties imposed when transferring ownership interests?

No.

How are shares issued? (including information on payment obligations, registration requirements)

Partnership interests are issued pursuant to the limited partnership agreement.

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

The limited partnership agreement will set out how and in what form limited partners are to make contributions to the partnership.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

Partnership interests may be withdrawn if permitted by the limited partnership agreement.

Any requirements with respect to distributions to shareholders?

The limited partnership agreement may set out how distributions will be made to limited partners.

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

The governing agreement is the limited partnership agreement.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

An annual fee of approximately US$2,500 is payable to the Registrar of Exempted Limited Partnerships. The annual fee is reduced to US$1,465 for exempted limited partnerships regulated by the Cayman Islands Monetary Authority. Additional fees are typically payable to the exempted limited partnership's registered office provider.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

N/A.

Summary of any specific matters, e.g. recent or prospective major legal developments

None.