Vol 22 (2025) - Issue 5

Article preview

Exempted Limited Partnerships in the Cayman Islands: Wind Down, Removing the General Partner and the Grand Court’s Flexibility

Synopsis
– Section 36(13) of the Exempted Limited Partnership Act (2021 Revision) (‘ELPA’) gives the Grand Court of the Cayman Islands the power to override
a limited partnership agreement and replace the general partner (‘GP’) of an exempted limited partnership (‘ELP’) during its winding up, if necessary
for a proper dissolution.
– Recent cases, notably In the matter of One Thousand & One Voices Africa Fund I, LP (In Voluntary Liquidation) FSD 22 of 2024 (IKJ) (‘1K1V’) and In the matter of Sensegain Vorak Investment L.P. (in voluntary liquidation) FSD 62 of 2025 (DDJ) (‘Sensegain’) confirm the primacy of the commercial will of the limited partners (‘LPs’), while highlighting the readiness of the Court to intervene where trust and cooperation with the GP have broken down.
– The ongoing case of Kuwait Ports Authority v Port Link GP Ltd FSD 236 of 2020 (RPJ) (‘Port Fund’) litigation illustrates how the Court handles deadlock and conflicts, sometimes promoting hybrid governance solutions such as receivership and on going case management to protect investor value.
– Each case points to a general rule: robust consensus by LPs, fully documented processes and prompt engagement with statutory remedies are all essential to overcome obstructive GPs and bring Cayman funds to an orderly close.
– Drafting best practice now includes explicit recognition of statutory rights, including section 36(13) of the ELPA, in all Limited Partnership Agreements (‘LPAs’); effective winding down depends more on commercial alignment and process discipline rather than the words of the partnership agreement.