Section 40Part 1 — Exempted Limited Partnership Act
Re-registration
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Any partnership registered under the Limited Partnership Law (Revised) prior to its repeal or sections 45 to 54 and 56 to 57 of the Partnership Act (2025 Revision) or any L aw amending or replacing the same shall not be affected by this Act but shall continue to be governed by that law.
A partnership described in subsection (1) and any partnership established under the laws of a jurisdiction other than the Islands, in thi s section referred to as a “ registered partnership ”, may, at any time, upon —
effecting the amendments to the partnership agreement as shall be necessary to comply with this Act , if any;
paying a fee of the amount that the Cabinet may by regulation prescribe; and
filing the statement required by section 9(1), be registered under this Act and, with effect from the date indicated on the certificate of registration issued by the Registrar pursuant to section 9(5), shall be governed exclusively ther eafter as an exempted limited partnership in accordance with this Act .
With effect from the date indicated on the certificate of registration described in subsection (2), the exempted limited partnership and the partnership interests of the parties therein and their rights and liabilities, as against any person who is not a partner, shall cease to be governed by the repealed Limited Partnership Law (Revised) , or sections 45 to 54 and 56 to 57 of the Partnership Act (2025 Revision) or the laws of any other jurisdiction, as the case may be, save in respect of any act or omission occurring before that date which shall continue to be governed by the law of the other jurisdiction.
Without prejudice to the foregoing generality such registration shall not operate to —
create a new legal entity;
affect the property previously acquired by or on behalf of the exempted limited partnership;
affect any act or thing done prior to registration or the rights, powers, authorities, functions or obligations of the exempted limited partnership, any partner or any other person prior thereto; or
render defective any legal proceedings by or against the exempted limited partnership or any partner or any other person, and any legal proceedings th at could have been continued or commenced by or against the exempted limited partnership or any partner or any other person before its registration hereunder may, notwithstanding registration, be continued or commenced after registration and in respect of which the law of the other jurisdiction shall be of application.
With effect from the date indicated on the certificate of registration described in subsection (2), all property of every description, including all choses in action and any right to make capital calls of the registrant partnership shall be the property of the exempted limited partnership to be held in accordance with section 16(1).