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N Cal Attorney
N Cal Attorney, Attorney
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what document shall confirm that company is a partner in Cayman

Resolved Question:

what document shall confirm that company is a partner in Cayman Islands exempted limited partnership?
Submitted: 1 year ago.
Category: Legal
Expert:  N Cal Attorney replied 1 year ago.
"On receipt of the initial registration fee, the above statement and the accompanying certificates in respect of each general partner, the Registrar will register the exempted limited partnership and issue a certificate of registration to the general partner."

See Establishing an Exempted Limited Partnership at
http://www.ogier.com/publications/library/pages/Establishing_an_Exempted_Limited_Partnership_in_the_Cayman_Islands.aspx

A Certificate of Registration from the registrar of exempted limited partnerships would be legal proof that a company has that status.

The above link also states:
The partnership agreement normally provides a procedure for admitting additional or replacement limited partners which is likely to involve the new limited partner executing a deed of admission in terms of which it agrees to be bound by the terms of the partnership agreement and pursuant to which it grants any power of attorney contained within the partnership agreement to the general partner. As such, the deed of admission must be executed as a deed. In addition, each of the existing partners must consent to the admission of a new partner. Procedurally, consent is normally provided by the general partner counter-signing the deed of admission for itself and, acting on the basis of the power of attorney granted to it in the partnership agreement, on behalf of each limited partner.

There is a Guide to Exempted Limited Partnerships posted here.

If you need more detailed information, you may wish to consult one of the business formation attorneys in the Caymans listed by location here.

I hope this information is helpful.
N Cal Attorney, Attorney
Category: Legal
Satisfied Customers: 8162
Experience: since 1983
N Cal Attorney and 6 other Legal Specialists are ready to help you
Customer: replied 1 year ago.

thank you!


 


Lets imagine you are offered to become limited member, you paid it.


what document would you ask from the seller/partnership as a confirmation that you become limited partner?

Expert:  N Cal Attorney replied 1 year ago.
You should be provided with a counter signed deed. As noted above:

The partnership agreement normally provides a procedure for admitting additional or replacement limited partners which is likely to involve the new limited partner executing a deed of admission in terms of which it agrees to be bound by the terms of the partnership agreement and pursuant to which it grants any power of attorney contained within the partnership agreement to the general partner. As such, the deed of admission must be executed as a deed. In addition, each of the existing partners must consent to the admission of a new partner. Procedurally, consent is normally provided by the general partner counter-signing the deed of admission for itself and, acting on the basis of the power of attorney granted to it in the partnership agreement, on behalf of each limited partner.
Customer: replied 1 year ago.

thank you, XXXXX XXXXX be possible to know what is the share of limited partner in the partnership?

Expert:  N Cal Attorney replied 1 year ago.
Thank you for the Excellent rating!

Each limited partner's interest should be specified in the countersigned deed, or the Articles, or both.

Customer: replied 1 year ago.
Thank you!
Expert:  N Cal Attorney replied 1 year ago.
Thank you for using Just Answer!

If you want to find me again, you can use this link:
http://www.justanswer.com/law/expert-ncalatty/

Customer: replied 12 months ago.


My I ask you in addition such a thing.... when initial limited partner transfer its interest to the new partner, what document may be issued by the fund confirming completion of transfer procedure and the fact that all interests were transferred?


 


I have a doubt what exact figure (if any) shall be in this document. Correct me if I am wrong but if I contribute 1 000 000 now, next year my interest will not be exactly the same amount. This may be equally higher and lower amount. Right? How exact interest as of particular date of transfer me be confirmed?


 


To be more specific, what document shall be requested from the fund management upon completion of transfer in order to avoid doubts that Transferee got maximum it could get?


 

Expert:  N Cal Attorney replied 12 months ago.
The fund would issue a deed of admission to the new limited partner but the interest of the new partner is not usually stated in dollars in the deed, it is more likely to be stated as a fractional interest or percentage.
Customer: replied 12 months ago.

thank you!


 


can you please refer to particular clause of the law which state that deed shall be issued? correct me if I am wrong but deed is a unilateral document signed in the presence of unrelated witness

Expert:  N Cal Attorney replied 12 months ago.
It is not that type of a deed.

I do not have complete access to the statutes but
http://www.ogier.com/publications/library/pages/Establishing_an_Exempted_Limited_Partnership_in_the_Cayman_Islands.aspx
states:

Admission of new partners and transfer of interests

The partnership agreement normally provides a procedure for admitting additional or replacement limited partners which is likely to involve the new limited partner executing a deed of admission in terms of which it agrees to be bound by the terms of the partnership agreement and pursuant to which it grants any power of attorney contained within the partnership agreement to the general partner. As such, the deed of admission must be executed as a deed. In addition, each of the existing partners must consent to the admission of a new partner. Procedurally, consent is normally provided by the general partner counter-signing the deed of admission for itself and, acting on the basis of the power of attorney granted to it in the partnership agreement, on behalf of each limited partner.

The partnership agreement may also contain provisions for the transfer of all or any part of a limited partner’s interest in an exempted limited partnership to another person. If that person is not currently a partner, the transfer will normally require the transferee to complete a deed of admission to be counter-signed by the general partner for itself and on behalf of the limited partners, in the same way as for a new partner.


http://offshore11.securesites.net/ims2/laws.htm
has a link to the Exempt Limited Partnership Law. Section 11 requires the general partner to maintain a current registry of all limited partners.

Please tell me if I did not adequately answer your last question prior to rating this answer.
N Cal Attorney, Attorney
Category: Legal
Satisfied Customers: 8162
Experience: since 1983
N Cal Attorney and 6 other Legal Specialists are ready to help you
Expert:  N Cal Attorney replied 12 months ago.
Thank you for the positive rating!

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