Limited Liability Partnership Act (2025 Revision)

Summary

This is the official 2025 Revision of the Cayman Islands Limited Liability Partnership Act, consolidating the original 2017 Law with subsequent amendments (including Acts of 2018-2024) as at 1 January 2025. It is the primary statute governing the formation, registration, internal governance, conversion, and winding up of limited liability partnerships (LLPs) in the Cayman Islands, and it designates the Registrar (of Limited Liability Partnerships) as the administering authority.

Who the Act Applies To

• LLPs themselves
• General partnerships wishing to convert into LLPs
• Partners (including managing partners) of LLPs
• Foreign LLP-equivalent entities seeking to continue into or out of the Cayman Islands

Matters Covered

• Constitutional features: Separate legal personality, limited liability of partners, and partnership property and interests
• Third-party relations: Rules governing relations between partners and third parties
• Registration and filing: Registration and ongoing filing requirements
• Licensing: Licensing requirements for certain LLPs
• Winding up and dissolution: Provisions for voluntary and court-ordered winding up, dissolution and strike-off
• Conversion: Conversion of an existing general partnership into an LLP
• Deregistration: Deregistration for continuation in another jurisdiction
• Foreign proceedings: Recognition of foreign proceedings
• Registrar functions: Certificates of good standing and administrative/express fee services
• Offences and penalties: Offences and penalties provisions
• Tax neutrality: A tax-neutrality undertaking mechanism

As a revision, the document itself does not create new substantive policy but reflects the law as amended and validates certain fees charged by the Registrar prior to 1 January 2025 without express statutory authority. Because large portions of the operative sections (registration, annual return, accounts/audit, winding-up procedures) were not fully visible in the text reviewed, specific procedural details and time limits could not be independently confirmed from this excerpt and should be checked against the full source document.

Key obligations

• LLPs must be registered with the Registrar and obtain a certificate of registration before benefiting from LLP status under the Act.
• LLPs must maintain a registered office in the Cayman Islands.
• LLPs must maintain a register of mortgages.
• LLPs must keep accounts and have them audited as required under section 11.
• LLPs must notify the Registrar of changes in registered particulars.
• LLPs must file an annual return with the Registrar as required under section 20.
• Certain LLPs are subject to licensing requirements under section 21A.
• An LLP must give notice to the Registrar upon winding up.
• A general partnership converting to an LLP must apply for conversion and registration, and give notice of conversion to the Registrar.
• Partners of a firm converted into an LLP remain liable for liabilities of the firm incurred before conversion.
• LLPs deregistering for continuation in another jurisdiction, or continuing into the Cayman Islands from another jurisdiction, must follow the notice and application procedures set out in Part 7.
• LLPs may be required to provide a tax undertaking under section 49.

Applies to

limited liability partnerships, general partnerships converting to a limited liability partnership, partners of a limited liability partnership, managing partners of a limited liability partnership

Deadlines

• 1st January, 2025: Commencement date of the Limited Liability Partnership (Amendment and Validation) Act, 2024, and the effective date as at which this 2025 Revision is consolidated and revised.

Related documents

• This document replaces Limited Liability Partnership (Amendment and Validation) Act, 2024 (Act 16 of 2024)
• Limited Liability Partnership (Fees) Regulations (2025 Revision) is made under this document