Section 44Part 1 — Exempted Limited Partnership Act
Certificate of de - registration
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Upon the termination of registration of a partnership under section 41, the Registrar shall issue a certificate under the Registrar’s hand and seal of office that the registration of the partnership as an exempted limited partnership has been terminated and specifying the date of termination; and shall enter in the registe r of exempted limited partnerships the date of termination of the registration of the partnership under section 41 .
Upon de - registration of an applicant partnership under section 43 , the Registrar shall issue a certificate under the Registrar’s hand and seal of office that the applicant partnership has satisfied the de - registration requirements under section 43 and been de - registered as an exempted limited partnership and specifying the date of de - r egistration and shall enter in the register of exempted limited partnerships the date of de - registration of the applicant partnership under section 43 .
From the commencement of the date of termination of registration under section 41 or de - registration under section 43 the applicant partnership shall cease to be an exempted limited partnership for all purposes under this Act and in the case of de - registration under section 43 shall continue as a partnership, body corporate or other entity under the laws of the relevant jurisdicti on.
From the commencement of the date of termination of registration of a partnership under section 41 the applicant partnership becomes a general partnership under the Partnership Act (2025 Revision) and in the case of an applicant partnership de - registered under section 43 , the applicant partnership de - registered shall not by virtue of that de - registration alone cease to be a partnership, body corporate or other entity under the laws of the releva nt jurisdiction.
This section shall not operate, in relation to an applicant partnership de - registered under section 43 and continued as a partnership under the laws of the relevant jurisdiction —
to create a new legal entity unless otherwise provided by the laws of the relevant j urisdiction;
to prejudice or affect the identity or continuity of the applicant partnership as previously constituted unless otherwise provided by the laws of the relevant jurisdiction;
to affect the property of any applicant partnership;
to af fect 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 of the applicant partnership or by the laws of the Islands;
except to the ex tent provided by or pursuant to section 43 and this section, to affect the rights, powers, authoriti es, functions and liabilities or obligations of the applicant partnership or any other person unless otherwise provided by the laws of the relevant jurisdiction; or
to render defective any legal proceedings by or against the applicant partnership, and any legal proceedings that could have been continued or commenced by or against the applicant partnership before its de - registration under this Act may, notwithstanding the de - registration, be continued or commenced by or against the applicant partnership after de - registration. Section 45 Exempted Limited Partnership Act (2025 Rev ision)