Business

Cayman -deregistration of exempted partnership for continuation in another jurisdiction

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  1. the GP 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 (a "relevant jurisdiction");
  2. the applicant Partnership is in good standing with the Registrar and the GP has paid the relevant fees in connection with the de-registration (namely three   times the annual   government fees in respect of the applicant Partnership, which would have been payable in the January immediately preceding the application for de-registration);
  3. the applicant Partnership has filed with the Registrar notice of any: (a)          proposed change in the name or dual name;
  4. the application is bona fide and not intended to defraud creditors or the limited partners of the applicant Partnership (together with an undertaking that notice of the transfer out to the relevant jurisdiction will be given to all secured creditors of the applicant Partnership within 21 days);
  5. 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;
  6. the transfer is permitted by and has been approved in accordance with the partnership agreement of the applicant Partnership;
  7. the applicant Partnership, if licensed   under the   Banks and   Trust Companies Law (2013 Revision), the Companies Management Law (2003 Revision) (as amended), the Insurance Law, 2010, the Mutual Funds Law (2013 Revision) or the Securities Investment Business Law (2011 Revision) (as amended), has obtained the consent of the Cayman Islands Monetary Authority to the transfer;
  8. prejudice or affect the identity or continuity of the applicant partnership as previously constituted, unless otherwise provided by the laws of the relevant jurisdiction;
  9. 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 or by the laws of the Cayman Islands;
  10. affect the rights, powers, authorities, functions and liabilities or obligations of the applicant Partnership or any other person unless   otherwise provided by the laws of the relevant   jurisdiction   or provided by or pursuant to section 43 and section 44 of the ELP Law; or
  11. render defective any legal proceedings by or against the applicant Partnership or any legal proceedings that could have been continued or commenced by or against the applicant Partnership before its de-registration may,   notwithstanding the   de-registration,   be   continued   or   commenced by or   against the   applicant

Published May 15, 2014

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