Section 39Part 6 — Application of the Partnership Act
Continuation from another juris diction to the Islands
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A foreign limited liability partnership, hereinafter called a “registrant partnership”, may apply to the Registrar to be registered by way of continuation as a limited liability partnership under this Act .
The Registrar shall register a registrant partnership if —
the registrant partnership is registered in a jurisdiction which permits or does not prohibit the transfer of the registrant partnership in the manner provided in this section (hereinafter in this section re ferred to as a "relevant jurisdiction");
the registrant partnership has paid to the Registrar a fee equal to the fee payable on the registration of a limited liability partnership pursuant to section 18(2); c Revised a s at 1st January, 2025 Page 37
the registrant partnership has delivered to the Registrar a copy of the registrant partnership ’ s certificate of registration in the relevant jurisdiction and of any registration statements or equivalent filed in the relevant jurisdiction;
the registrant partnership has delivered to the Registrar a registration statement signed by or on behalf of the registrant partnership containing the information required on registration of a limited liability partnership under section 18
and specifying — ( i ) the jurisdiction in which the registrant partn ership is established; and ( ii ) whether the registrant partnership is deemed to be a separate legal person under the laws of the relevant jurisdiction and, if so, the full name and address of any managing partner or other person, if not identified as provi ded in paragraph (c), who immediately controls or directs the affairs of the registrant partnership; ( e ) the name of the registrant partnership is acceptable to the Registrar under section 8(1) or the registrant partnership has undertaken to change the nam e to an acceptable name within sixty days of registration; ( f ) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up, dissolve or liquidate the registrant partnership in any jurisdicti on; ( g ) no receiver, trustee or administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the registrant partnership, the registrant partnership ’ s affairs or the property of the registrant partnership or any p art thereof; ( h ) no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the registrant partnership are and continue to be suspended or restricted; ( i ) the registrant pa rtnership is able to pay the debts of the registrant partnership as those debts fall due; ( j ) the application for registration is bona fide and not intended to defraud creditors of the registrant partnership; ( k ) the registrant partnership has delivered to the Registrar an undertaking that notice of the transfer has been or will be given within twenty - one days to the secured creditors of the registrant partnership; ( l ) any consent or approval to the transfer required by any contract or undertaking entered i nto or given by the registrant partnership has been obtained, released or waived, as the case may be; ( m ) the transfer is permitted by and has been approved in accordance with the partnership agreement of the registrant partnership; ( n ) the laws of the rel evant jurisdiction with respect to transfer have been or will be complied with; ( o ) the registrant partnership is constituted in a form or substantially a form which could have been formed and registered as a limited liability partnership under this Act ; ( p ) the registrant partnership will upon registration under this Act cease to be formed, registered or exist under the laws of the relevant jurisdiction; ( q ) the registrant partnership, if the registrant partnership is, or will when registered be, prohibite d from carrying on the registrant partnership ’ s business in or from within the Islands unless licensed under any law, has applied for and obtained the requisite licence; and ( r ) the Registrar is not aware of any other reason why it would be against the pub lic interest to register the registrant partnership. ( 3 ) Subsection (2) (f), (g), (h), (i), (j), (l), (m), (n) and (p) shall be satisfied by filing with the Registrar a voluntary declara tion or affidavit of an author i s ed signatory of the registrant partnership to the effect that, having made due enquiry, the Registrar is of the opinion that the requirements of those paragraphs have been met and which declaration or affidavit shall include a statement of the assets and liabilities of the registrant partnersh ip made up to the latest practicable date before the making of the declaration or affidavit.
Whoever, being an authoris ed signatory of the registrant partnership, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for a term of five years.
A registrant partnership may apply to be provisionally registered by way of continuation as a limited liability partnership under this Act .
The Registrar shall provisionally register a registrant partnership if —
the registrant partnership complies with the requirements of subsection (2)(a), (c), (d), (f), (g), (h), (i), and (o); and
the registrant partn ership has paid to the Registrar a fee of such amount as is prescribed by regulations made by the Cabinet .
Subsection (2)(f), (g), (h), (i) and (o) shall be satisfied by filing with the Registrar a voluntary declara tion or affidavit of an authoris ed si gnatory of the registrant partnership to the effect that, having made due enquiry, the autho ris ed signatory is of the opinion that the requirements of those paragraphs have been met, and subsection (4) shall, mutatis mutandis , apply with respect to such de claration or affidavit.
The Registrar shall register a registrant partnership which is provisionally registered pursuant to subsection (6) upon the requirements of subsection (2)(b), c Revised a s at 1st January, 2025 Page 39 (e), (j), (k), (l), (m), (n), (p), (q) and (r) being met, as to which subsection (3) shall, mutatis mutandis , apply where relevant.
Upon provisional registration of a registrant partnership under subsection (8), the Registrar shall issue a certificate under the Registrar ’ s hand and seal of office that the registrant par tnership has been provisionally registered by way of continuation as a limited liability partnership and specifying the date of such provisional registration.
The Registrar shall enter in the register the date of provisional registration and name of t he registrant partnership.
A registrant partnership which is provisionally registered shall —
within sixty days after registration, deliver, to the Registrar details of any changes in the information required by paragraphs (c) and (d) of subsection (2);
file with the Registrar in January of each year following provisional registration, a voluntary declaration or affidavit in the form described in subsection (7); and
pay to the Registrar in January of each year following provisional registration, a fee of such amount as is prescribed by regulations made by the Cabinet .
A registrant partnership which is provisionally registered and which fails to comply with subsec tion (11)(b) and (c) by 30th June in such year shall cease to be provisionally registered but without prejudice to being provisionally registered anew hereunder upon complying with the requirements of this section.
Upon registration of a registrant pa rtnership under this section, the Registrar shall issue a certificate under the Registrar ’ s hand and seal of office that the registrant partnership has been registered as a limited liability partnership and specifying the date of such registration, and sec tion 18(4) shall apply, mutatis mutandis , to such certificate.
The Registrar shall enter in the register the date of registration of the registrant partnership.
Subject to subsection
, from the date of registration of the registrant partnersh ip, the registrant partnership shall continue as a limited liability partnership as if formed and registered as a limited liability partnership under and subject to this Act , the provisions of which shall apply to the limited liability partnership and to p ersons and matters associated therewith as if such limited liability partnership were so formed and registered; ( 16 ) Subsection (15) shall not operate —
to create a new legal entity;
to prejudice or affect the identity or continuity of the registra nt partnership as previously constituted;
to affect the property of the registrant partnership;
to affect any appointment made, resolution passed or any other act or thing done in relation to the registrant partnership pursuant to a power conferred by the partnership agreement of the registrant partnership or by the laws of the relevant jurisdiction;
except to the extent provided by or pursuant to this section, to affect the rights, powers, authorities, functions and liabilities or obligations o f the registrant partnership or any other person; or
to render defective any legal proceedings by or against the registrant partnership, and any legal proceedings that could have been continued or commenced by or against the registrant partnership befo re the registrant partnership ’ s registration hereunder may, notwithstanding the registration, be continued or commenced by or against the registrant partnership after registration.
A registrant partnership shall, within ninety days of the registrant partnership ’ s registration, make such amendments, alterations, modifications, variations, deletions and additions, if any, to the partnership agreement of the registrant partnership as are necessary to ensure that the amendments, alterations, modifications, variations, deletions and additions, comply with the requirements of this Act .
Within ninety days of registration, the registrant partnership may, instead of making the changes required by subsection (17), apply to the Court for an order approving su ch changes and the Court, if satisfied that the changes, with such modifications, if any, as the Court considers appropriate, are necessary to ensure that the partnership agreement of the registrant partnership complies with the requirements of this Act , m ay approve the changes accordingly and make such consequential orders as the Court thinks fit.
After registration of the registrant partnership and until such time as the partnership agreement of the registrant partnership is changed to comply with the requirements of this Act or to the extent the partnership agreement cannot be changed so to comply, this Act shall prevail.
The Registrar shall forthwith give notice in the Gazette of the registration of any registrant partnership under this section , the jurisdiction under the laws of which the registrant partnership was previously formed, registered or existing and the previous name of the registrant partnership, if different from the current name.
In this section — “ foreign limited liability partnership ” means a limited liability partnership or limited partnership established in a recognised jurisdiction outside the Islands. c Revised a s at 1st January, 2025 Page 41 “ recognis ed jurisdiction ” is one that is prescribed as such by the Cabinet in regulations made under this Act .