Section 42Part 1 — Exempted Limited Partnership Act
Registration of foreign limited partnerships
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In this section — “ foreign limited partnership ” means a limited partnership or limited liability partnership established in a recognised jurisdiction outside the Islands. “ recognised jurisdiction ” is one that is prescribed as such by the Cabinet in regulations made under this Act ; and Section 42 Exempted Limited Partnership Act (2025 Rev ision) “ rele vant authority ” means the national, state or local government authority, registry or other body in the recognised jurisdiction that is responsible for forming or establishing the foreign limited partnership.
Subject to subsection
, a foreign limited partnership may apply to be registered pursuant to this section in order to act as the general partner of an exempted limited partnership. ( 3 ) A foreign limited partnership may be registered by the Registrar upon payment to the Registrar of a registration fee of the amount the Cabinet by regulation, prescribes and by filing with the Registrar certified copies of —
its certificate of formation in its jurisdiction of establishment or the equivalent document issued by the relevant authority as evidence of its formation; and
a certificate of good standing issued by the relevant authority.
If the certificate of good standing required under subsection (3)(b) is unavailable from the relevant authority, then the foreign limited partnership is required t o file with the Registrar, a declaration signed by a person authorised to act on behalf of the foreign limited partnership stating that the foreign limited partnership is in good standing with the relevant authority.
Neither certificate of good standin g under subsection (3)(b) nor the declaration under subsection (4) shall be dated earlier than one month prior to the date of its delivery to the Registrar, and shall be accompanied by a statement signed by or on behalf of the foreign limited partnership s pecifying —
the name, dual foreign name and the translated name, if applicable, of the foreign limited partnership;
the jurisdiction in which it is established;
whether the foreign limited partnership is deemed to be a separate legal person und er the laws of the jurisdiction in which it is established and, if so, the full name and address of any managing member or other person, if not identified in paragraph (f), who immediately controls or directs the affairs of the foreign limited partnership;
the address of its registered office in its jurisdiction of formation or establishment;
the names and addresses of some one or more than one person resident in the Islands authorised to accept on its behalf service of process and any notices requi red to be served on it; and
the full name and address of any general partners of the foreign limited partnership, if applicable.
A foreign limited partnership shall, in January of each year, pay to the revenues of the Islands an annual fee in the a mount and in the manner the Cabinet by regulation, prescribes.
A foreign limited partnership that defaults in paying the annual fee specified in subsection (6) shall incur a penalty of —
33.33% of the annual fee specified in subsection (6) if the fee and penalty are paid between the 1st April and the 30th June;
66.67% of the annual fee specified in subsection (6) if the fee and penalty are paid between the 1st July and the 30th September; and
100% of the annual fee specified in subsection ( 6) if the fee and penalty are paid between the 1st October and the 31st December.
A penalty specified in subsection (7) is a debt due to the Registrar.
Upon compliance with subsections (3), (4) and (5) the Registrar shall issue a certificate of reg istration under the Registrar’s hand and seal of office to the foreign limited partnership.
A certificate of registration of a foreign limited partnership issued under subsection (9) is conclusive evidence that compliance has been made with all requir ements of this Act in respect of registration.
If any change is made in any details contained in the statement filed under subsection (5), a statement signed by or on behalf of the foreign limited partnership specifying the nature of the change shall, within sixty days of the change, be filed with the Registrar.
If default is made in compliance with subsection (11), each foreign limited partnership shall incur a penalty of two hundred dollars for each day that the default continues which shall be a debt due to the Registrar and the foreign partnership shall indemnify any person who thereby suffers any loss.
Any process or notice required to be served on a foreign limited partnership is sufficiently served if addressed to any person whose name has been delivered to the Registrar under subsection (5) and left at or sent by post to the address which has been so delivered.
A document may be served on the foreign limited partnership by leaving it at or sending it by post to any place of busines s established by the foreign limited partnership in the Islands.
An instrument executed by or on behalf of a foreign limited partnership outside the Islands is, and is to be treated as, a deed or instrument under seal —
if it is —
sealed; or
expressed to be, or is expressed to be executed as, or otherwise makes clear on its face it is intended to be, a deed; and
if it is executed in conformity with any requirement imposed by — Section 43 Exempted Limited Partnership Act (2025 Rev ision)
the laws of the jurisdiction in which the foreign limit ed partnership was established; and
its partnership agreement or equivalent governing document.
An instrument executed in accordance with subsection (15) meets any requirement of any law that the instrument is, and is to be treated as, a deed or instrument executed under seal.
The execution of an instrument in accordance with subsection (15)
and the fact that it was executed in accordance with subsection (15)
may be proved by the affidavit or solemn declaration of a witness to the execu tion of the instrument sworn or made before a notary public or any other person qualified to administer oaths in any jurisdiction.
If a foreign limited partnership ceases to be a general partner of an exempted limited partnership, it shall as soon as reasonably practicable —
file a notice to that effect with the Registrar; and
submit to the Registrar the prescribed fee, and from the date on which the notice and the prescribed fee are submitted to the Registrar, the obligation of the forei gn limited partnership to deliver any document to the Registrar ceases.
Notwithstanding subsection (18) if the Registrar is satisfied by any other means that a foreign limited partnership has ceased to be a general partner of an exempted limited partn ership the Registrar may close the file of the foreign limited partnership and thereupon the obligation of the foreign limited partnership to deliver any document to the Registrar ceases.
A general partner of a foreign limited partnership shall not be deemed to have established a place of business in the Islands or commenced carrying on business in the Islands pursuant to Part 9 of the Companies Act (2025 Revision) by virtue solely of so acting.