The complementary is obliged to act in the interest of the free limited partnership, unless the social contract expressly provides otherwise. The ELP Act provides that a limited partnership is not liable for fiduciary duties to the free limited partnership or any other partner when it exercises any of its rights or powers or otherwise fulfils its obligations under the social contract. This standard is analogous to the standard applicable to a shareholder of an enterprise. In addition, a member of a board of directors or committee does not owe an exempt limited partnership or other partner a fiduciary duty in exercising his or her rights as a member of the board of directors or the Committee. ELPs are exempt from any tax on Cayman Islands income or profits and can obtain from the Cayman Islands Government a Tax Commitment Certificate guaranteeing that their tax status will not change for a maximum period of 50 years. Since an ELP is in fact a contractual vehicle with a legal overlay, the social contract is the key document that deals with how the ELP`s operations are managed and the rights and obligations of the partners among themselves. It will also deal with the reception, departure and departure of existing partners and the transfer of partnership shares, the distribution and distribution of ELP profits among partners and the return of contributions to sponsors. As a general rule, each commander gives the supplement a power to take certain measures on behalf of the commanders. In accordance with the general principles of the Law of Iceland Cayman, it is now permissible for an exempt limited partnership of the Cayman Islands to have an additional foreign dual name. However, in some cases, the Documents of the Fund provide that, for fair and equitable reasons, an order may not apply for liquidation of the Fund. Article 95(2) of the Law on companies provides that `the court shall reject an application for liquidation or postpone the hearing of an application for liquidation on the ground that the petitioner is contractually obliged not to lodge a petition against an undertaking`. The Court of Justice in the Cayman case of Re Rhone Holdings L.P. decided that this article would be incorporated by reference into the ELP Act.

Consequently, LP is not entitled to an action for the right of convenience by way of a liquidation order. [9] The ELP Act expressly confirms that, unless otherwise provided in the limited partnership agreement, a limited partner does not owe a fiduciary duty to the partnership or other partner. Depending on the nature of the ELP`s activities, the ELP and its complementary partner may have additional obligations going beyond the scope of this Communication, for example. B be registered as an investment fund or private fund or be licensed to carry out its operations; conduct money laundering proceedings with its limited partners and counterparties; and to meet the reporting and reporting obligations under FATCA and the CRS. Until registration, an ELP is a general trading company under Cayman Islands law and it is therefore important that registration takes place immediately after the partnership is established. In the Dorsey Ventures Limited and XIO GP Limited cases (FSD 38 of 2018, not reported on 22 October 2018), the Grand Court of the Cayman Islands clarified the scope of a commander`s rights to information in an ELP. The assessment and payment booklet must indicate the amount and date of the deposit or contributions of each limited partnership partner, as well as the amount and date of a payment representing the return of all or part of a limited partner`s contribution. As with the Register of Sponsors, this directory may be kept inside or outside the Cayman Islands, but must be updated within 21 days of each change and accessible at the registered headquarters.

These recordings are only available with the agreement of the supplement for consultation by a person (including a limited partner). . . .