Cayman Islands - Exempted Companies v Exempted Limited Partnerships

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1 Cayman Islands - Exempted Companies v Exempted Limited Partnerships Introduction This memorandum describes certain features of Cayman Islands exempted companies and Cayman Islands exempted limited partnerships. It is intended to be a summary only, and is not exhaustive. It is not a substitute for detailed legal advice, which can be obtained from your usual Walkers contact or any of the Walkers partners listed at the end of this memorandum. Legislation Companies Law (2016 Revision) (the "Law"). Exempted Limited Partnership Law, 2017 (as amended) (the "ELP Law"). Constitution Any one or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association (the "Memorandum"), and otherwise complying with the Law in respect of registration, form an incorporated company. Any proposed company applying for registration under the Law, the objects of which are to be carried out mainly outside the Cayman Islands, may apply to be registered as an exempted company (a "Company"). The most common form of Company is a company limited Under Cayman Islands law, for a partnership to exist there must be a business carried on by two or more persons in common with a view to profit. An exempted limited partnership (a "Partnership") is subject to certain further requirements in addition to these pre-requisites of partnership. At its inception, a Partnership requires at least one general partner (a "GP") which satisfies one of the criteria listed in "Residency requirements" below and at least one limited partner (an "LP").

2 Page 2 by shares, with a share capital divided into shares having a par value. (It is permissible, though unusual, for a Company to issue shares which have no par value. In such a case the entire consideration paid for the shares is treated as share capital. This has certain disadvantages, including that dividends may not be paid out of share capital.) The terms of a Partnership are invariably set out in an exempted limited partnership agreement (the "LPA"). In addition there are certain registration requirements which must be met (see "Registration requirements" below). In addition to the Memorandum, articles of association (the "Articles") are invariably adopted. Legal form A Company has separate legal personality. From the date of incorporation, the subscribers of the Memorandum, together with such other persons as may, from time to time, become members of the Company (also referred to in this memorandum as shareholders), shall be a body corporate with the name contained in the Memorandum, capable forthwith of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, and having perpetual succession. A Partnership is not an entity with separate legal personality, and cannot own property in its own right. The general statutory position is that the property of the Partnership will be held on statutory trusts by the GP or GPs jointly under section 16(1) of the ELP Law: "Any rights or property of every description of the exempted limited partnership, including all choses in action and any right to make capital calls and receive the proceeds thereof that is conveyed to or vested in or held on behalf of any one or more of the general partners or which is conveyed into or vested in the name of the exempted limited partnership shall be held or deemed to be held by the general partner, and if more than one then by the general partners jointly upon trust, as an asset of the exempted limited partnership in accordance with the terms of the partnership agreement." Any debt or obligation incurred by a GP in the conduct of the business of a Partnership shall be a debt or obligation of the Partnership. All letters, contracts, deeds, instruments or documents must be entered into by the GP on behalf of the Partnership.

3 Page 3 Nature of business permitted The objects of a Company will be set forth in the Memorandum. In a majority of cases, the objects clause will be worded very broadly using a formulation such as, "the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law". A Company may not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands. A Company that is not listed on the Cayman Islands Stock Exchange is prohibited from making any invitation to the public in the Cayman Islands to subscribe for any of its securities. Certain activities are regulated in the Cayman Islands and a Company may be required to obtain a licence or to register with the Cayman Islands Monetary Authority ("CIMA") if it wishes to carry on such activities. These include banking business, trust business, company management, insurance business, mutual fund administration, business of a mutual fund and securities investment business. A Partnership may be formed for any lawful purpose or purposes to be carried out and undertaken either in or from within the Cayman Islands or elsewhere in accordance with the ELP Law, provided that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of the business of that Partnership exterior to the Cayman Islands. Certain activities are regulated in the Cayman Islands and a Partnership may be required to obtain a licence or to register with CIMA if it wishes to carry on such activities. These include banking business, trust business, company management, insurance business, mutual fund administration, business of a mutual fund and securities investment business. Registration requirements Upon the filing of: 1. the Memorandum; 2. the appropriate filings fees; and 3. a declaration from the subscriber to the effect that the operation of the Company will be conducted mainly outside the Cayman Islands, A Partnership is originally formed by one or more GPs and one or more LPs entering into the LPA. To bring the Partnership within the ambit of the ELP Law (and therefore to confer limited liability status on the LPs etc), a Partnership must then be registered with the Registrar of Exempted Limited Partnerships (the "ELP Registrar") which is achieved by a GP filing a statement pursuant to section 9 of the ELP Law (a "Section 9 Statement") setting forth:

4 Page 4 a Company shall be deemed to be registered, and the Registrar of Companies (the "Registrar") shall issue a Certificate of Incorporation. The Certificate of Incorporation will generally be issued within five working days, or within two working days upon payment of an express government fee. 1. the name of the Partnership; 1. the address of its registered office in the Cayman Islands; 2. the general nature of the business of the Partnership; 3. the duration of the term of the Partnership (may be unlimited); 4. the full name and address of each GP; and 5. a declaration that the Partnership will not undertake business with the public of the Cayman Islands other than so far as may be necessary for carrying on of the business of that Partnership exterior to the Cayman Islands. The ELP Registrar shall issue a Certificate of Registration as soon as the registration of the Section 9 Statement and certain ancillary documents has been effected. The Certificate of Registration will generally be issued within five working days, or within two working days upon payment of an express government fee. Name It is not necessary for a Company's name to contain words or abbreviations such as 'Limited', 'Ltd', 'Inc', 'Corp' etc. There are certain restricted names, for example, those including the words 'royal', 'imperial', 'bank', 'assurance' and 'insurance'. The name of the Partnership must contain the words 'Limited Partnership', 'L.P.' or 'LP'.

5 Page 5 Registered office Restrictions on number of members/partners Residency requirements A Company must have a registered office situated in the Cayman Islands to which all notices and communications may be addressed. A Company must have a minimum of one shareholder at any time. Unless provided for in the Articles, there is no maximum number of shareholders. A Company must have at least one share in issue, but there is no minimum paid-in capital requirement. Fractional shares may be issued if the Articles so permit. There are no residency or qualification requirements for directors or shareholders of a Company. Corporate directors are permitted. A Company is not required to hold board meetings or shareholder meetings in the Cayman Islands or anywhere else unless so required by its Articles. A company secretary is not required. A Partnership must have a registered office situated in the Cayman Islands for the service of process and to which all notices and communications may be addressed. A Partnership must at all times have a minimum of one GP which satisfies one of the criteria listed in "Residency Requirements" below, and one LP. Unless provided for in the LPA, there is no maximum number of LPs or GPs. There are no residency or qualification requirements for GPs or LPs except that at least one GP must: 1. if an individual, be resident in the Cayman Islands; 2. if a company, be registered under the Law or registered as a foreign company pursuant to the Law; 3. if a partnership, be registered in accordance with requirements of the ELP Law; or 4. be a limited partnership or limited liability partnership established in a jurisdiction outside of the Cayman Islands and registered as a foreign limited partnership under the ELP Law. A Partnership is not required to hold partner meetings in the Cayman Islands or anywhere else unless so required by the LPA.

6 Page 6 Changes to registered details Certain changes to the registered details in respect of the Company must be notified to the Registrar. The nature of the relevant change affects the filing requirements and the time limits for making the relevant filing. Amendments of the Memorandum or Articles, or the name of the Company, may only be made by special resolution of the voting shareholders. The change is effective upon passing of the special resolution, but must be filed with the Registrar within fifteen days. The Registrar nonetheless may reject a change of name and direct that a new name be chosen. A Company may increase, consolidate or sub-divide its share capital. Increases of authorised share capital may only be made by ordinary resolution of the voting shareholders. The change is effective upon passing of the ordinary resolution, but must be filed with the Registrar within 30 days. A Company may only reduce its issued share capital if authorised by its Articles, with the approval of a special resolution of its voting shareholders and with the confirmation of the court. A Company may hold shares in treasury. Changes to the identity, names and addresses of the directors and officers of the Company must be filed with the Registrar within 60 days. If any change is made or occurs in any matter specified in the Partnership's Section 9 Statement (see above), a GP must file with the Registrar a statement pursuant to section 10 of the ELP Law (a "Section 10 Statement") specifying the nature of the change. The Section 10 Statement must ordinarily be filed within 60 days of such change. A Section 10 Statement in respect of any arrangement or transaction consequent upon which any person will cease to be a GP, shall, within fifteen days of such arrangement or transaction, be filed with the Registrar and, until such statement is so filed, the arrangement or transaction shall, for the purposes of the ELP Law and the LPA, be deemed to be of no effect. Amendment of constitution Amendments of the Memorandum or Articles, or the name of the Company, may only be made by special resolution of the voting shareholders. Provisions governing the amendment of the LPA are invariably contained in the LPA itself. Notwithstanding any term in the LPA to the contrary, any

7 Page 7 A resolution is a special resolution when: term of the LPA may be amended orally by the partners. 1. it has been passed by a majority of not less than two-thirds (or such greater number as may be specified in the Articles) of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given; or 2. if so authorised by the Articles, it has been approved in writing by all of the members entitled to vote at a general meeting of the Company. Powers and liabilities of GPs/directors The Articles will invariably provide that the business of the Company shall be managed by the directors. Shareholders do not generally participate in the management of the Company's business. Directors owe fiduciary duties to the Company. These duties include: 1. duty of loyalty/duty to act in best interests of the Company; 2. duty to act for a proper purpose; 3. duty not to fetter director's discretion; 4. duty to avoid conflicts; 5. duty not to make secret profits from the director's All letters, contracts, deeds, instruments or documents whatsoever shall be entered into by the GP on behalf of the Partnership. An LP who takes part in the conduct of the business may lose its limited liability status, as described below in the section headed "Liability of LPs". In the event that the assets of the Partnership are inadequate, the GP(s) shall be liable for all of the debts and obligations of the Partnership. A GP has a statutory duty to act at all times in good faith and, subject to any express provisions of the LPA to the contrary, in the interests of the Partnership. Any debt or obligation incurred by a GP in the conduct of the business of the Partnership shall be a debt or obligation of the Partnership. Please see our memorandum "Duties and Liabilities of General Partners".

8 Page 8 position as director; 6. duty to act fairly as between different shareholders; and 7. duty to act with skill and care. Books and records These duties are owed to the Company itself, and not generally to individual shareholders. In the event of a breach of duty, the directors may be personally liable to account to the Company. Please see our memorandum "Duties and Liabilities of Directors". A Company shall cause to be kept a register of its members containing the names and addresses of the members of the Company, the shares held by each member, the amount paid, or agreed to be considered as paid, on the shares of each member, the date on which the name of any person was entered on the register as a member, and the date on which any person ceased to be a member. The Register of Members is not open to public inspection and there is no statutory right for any person (including members or creditors) to review it. Cayman corporate services providers must, however, collect beneficial ownership information on all companies, and such information is available to certain domestic and international governmental authorities. This register need not be kept in the Cayman Islands. The Register of Members shall be prima facie evidence of any matters by the Law directed or authorised to be inserted therein. A Company shall keep at its registered office a register of all The GP is required to maintain a Register of Partnership Interests ("Register") at the registered office of the Partnership, setting forth the name and address of each limited partner, the date on which a person became a limited partner and the date on which a person ceased to be a limited partner. The Register is required to be updated within 21 business days of any change. A GP who defaults in complying with the duty to update the Register is guilty of an offence and liable on summary conviction to pay a fine, and shall indemnify any person who thereby suffers any loss. The Register may be inspected by all LPs subject to any express or implied term of the LPA, and may also be inspected by any other person with the consent of the GP. Section 30 of the ELP Law requires the GP to maintain a separate record of contributions with the following information: 1. the amount and date of the capital contribution(s) of each LP; and

9 Page 9 mortgages and charges specifically affecting property of the Company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created and the names of the mortgagees or persons entitled to such charge. It is an offence for the Company not to make such an entry, but failure so to do does not invalidate the mortgage or charge. The Register of Mortgages and Charges shall be open to inspection by any creditor or member of the Company at all reasonable times. A Company shall keep at its registered office a register containing the names and addresses of its directors and officers, and shall send to the Registrar a copy of such register. The Register of Directors and Officers is not open to public inspection. A Company shall cause to be kept proper books of account, giving a true and fair view of the state of the Company's affairs and to explain its transactions, with respect to: 1. all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place; 2. the amount and date of any payment representing a return of the whole or any part of the contribution of any LP. Any person may have access to the register of contributions with the consent of the GP. The GP must maintain a register of security interests granted by LPs, in written or electronic form, at the registered office of the Partnership. The register of security interests should set out the identity of the grantor, the identity of the grantee, the partnership interest or part thereof subject to the security interest and the date on which notice of the security interest was validly served on the GP. The register of security interests shall be open to inspection by any person during all usual business hours. Subject to any express or implied term of the LPA to the contrary, each LP may demand and shall receive from a GP true and full information regarding the state of the business and financial condition of the Partnership. The LPA is not filed in any public registry and is not open to public inspection. 2. all sales and purchases of goods by the Company; and 3. the assets and liabilities of the Company. Such books of account are to be maintained for a minimum period of five years from the date on which they were prepared. Any Company that knowingly and wilfully fails to comply with the foregoing shall be subject to a penalty.

10 Page 10 A Company shall cause minutes of all resolutions and proceedings of its members and of its directors to be duly kept in writing. The only publicly available information in respect of a Company is its name, company number, date of incorporation, registered office, its status as an exempted company and whether the Company is active or has been struck off. The Memorandum and Articles are not publicly available. Liability of LPs/shareholders No contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he is liable. As most Companies issue shares that are fully paid upon issue, the effect of this provision is that no further sums are payable by the holders of such shares once they have paid for their shares in full. There are certain rare cases where a court will permit the limited liability status of a Company to be pierced, such as where no corporate governance formalities have been observed and a shareholder has treated the Company as its alter ego for the purpose of evading a personal liability. An LP shall not take part in the conduct of the business of the Partnership. If the LP takes part in the conduct of the business of a Partnership in its dealings with persons who are not partners, that LP shall be liable, in the event of the insolvency of the Partnership, for all debts and obligations of that Partnership incurred during that period in which he conducted himself as a GP provided always that the LP shall be liable only to a person who transacts business with the Partnership during such period with actual knowledge of such participation and who then reasonably believed such LP to be a GP. The ELP Law specifically provides that an LP does not take part in the conduct of the business of a Partnership by: 1. holding an office or interest in, or having a contractual relationship with, a GP or being a contractor for or an agent or employee of the Partnership or of a GP or acting as a director, officer or shareholder of a corporate GP; 2. consulting with and advising a GP or consenting or withholding consent to any action proposed, in the manner contemplated by the LPA with respect to the

11 Page 11 business of the Partnership; 3. investigating, reviewing, approving or being advised as to the accounts or business affairs of the Partnership or exercising any right conferred by the ELP Law; 4. acting as surety or guarantor for the Partnership either generally or in respect of specific obligations; 5. approving or disapproving an amendment to the LPA; 6. calling, requesting, attending or participating in any meeting of the partners; 7. taking any action that results in the winding up or the dissolution of the Partnership; 8. taking any action required or permitted by the LPA or by law to bring, pursue, settle or terminate any action or proceedings brought pursuant to section 33(2); 9. appointing a person to serve on any board or committee of the Partnership, a GP or an LP or removing a person therefrom; or 10. serving on any board or committee of the Partnership, a GP, the LPs or the partners, or by appointing, electing or otherwise participating in the choice of a representative or any other person to serve on any board or committee, or by acting as a

12 Page 12 member of any board or committee either directly or by or through any representative or other person, including giving advice or consenting, or refusing to consent, to any action proposed by the GP on behalf of the Partnership and exercising any powers or authorities or performing any obligations as a member of that board or committee in the manner contemplated by the LPA; 11. serving on the board of directors or a committee of, consulting with or advising or being an officer, director, shareholder, partner, member, manager, trustee, agent or employee of, or by being a fiduciary or contractor for, any person in which the Partnership has an interest or any person providing management, consultation, custody or other services or other products for, to or on behalf of, or otherwise having a business or other relationship with, the Partnership or a GP of the Partnership; or 12. voting as an LP on: (a) the dissolution and winding up of the Partnership; (b) the purchase, sale, exchange, lease, mortgage, pledge or other acquisition or transfer of any asset or assets by or of the Partnership; (c) the incurrence or renewal of indebtedness by the Partnership;

13 Page 13 (d) (e) (f) a change in the nature of the business of the Partnership; the admission, removal or withdrawal of a GP or LP and the continuation of business of the Partnership thereafter; or transactions in which one or more of the GPs have an actual or potential conflict of interest with one or more of the LPs. The ELP Law specifies that the possession of powers not included on this list does not imply that an LP is necessarily taking part in the business of the Partnership. Transfers of interests The transferability of shares will be set forth in the Articles. The shares of the Company shall be non-negotiable and shall be transferred only on the books of the Company. Commonly, shares may only be transferred with the prior consent of the directors of the Company. There is no Cayman Islands stamp duty payable on the transfer of shares. Subject to the ELP Law and the provisions of the LPA, a partnership interest is assignable in whole or in part. Subject to the terms of the LPA, no LP may transfer the whole or part of their limited partnership interest ("LP Interest") except with the written consent of the GP. Any transferee of a LP Interest will, to the extent of such transfer, become a LP with the rights and subject to the obligations of the transferor in accordance with the LPA and the ELP Law in respect of the LP Interest or part thereof transferred. Subject to the terms of the LPA, no LP may grant any security interest in the whole or part of their LP Interest except with the written consent of the GP. Distributions A Company may make distributions by way of dividend provided that there are no restrictions (either express or implied) in its Memorandum or Articles. A Company may only make distributions by way of dividend out of profits or The GP shall not, on winding up or otherwise, pay any LP a return of any part of his contribution to the Partnership out of the capital of the Partnership unless immediately following such payment, the Partnership is solvent. A LP who receives

14 Page 14 Dissolution (provided that immediately following the date that the dividend is proposed to be paid the Company is able to pay its debts as they fall due in the ordinary course of business) out of its share premium account. A Company may be wound up voluntarily: 1. when the period, if any, fixed for the duration of the Company by the Articles expires, or whenever the event, if any, occurs, upon the occurrence of which it is provided by its Memorandum and Articles that the Company is to be dissolved, and the Company has, by special resolution of its members, adopted a special resolution requiring the Company to be wound up voluntarily; or 2. if the Company has, by ordinary resolution of its members, adopted an ordinary resolution requiring the Company to be wound up voluntarily on the basis that it is unable to pay its debts as they fall due. The winding up of a Company will occur automatically, however, to the extent that the necessary procedures have not been followed, the passing of the fixed duration or the occurrence of a certain event is grounds for a petition to the court by a creditor or member on the basis that the Company did not wind itself up as required. a payment representing a return of any part of his contribution to the Partnership within six months before an insolvency of the Partnership shall be liable to repay such payment with simple interest at the rate of ten percent per annum or otherwise as may be specified in the LPA to the extent that such contribution or part thereof is necessary to discharge a debt or obligation of the Partnership incurred during the period that the contribution represented an asset of the Partnership. A Partnership shall be required to be wound up and dissolved at the time or upon the occurrence of any event specified in the LPA and dissolved in accordance with the terms of the LPA and the ELP Law. The GP must make a number of filings within 28 days of the commencement of the winding up of the Partnership. A Partnership shall not be dissolved by an act of the partners or otherwise until a notice of dissolution signed by a GP or liquidator has been filed with the Registrar on completion of the winding up of the Partnership. Subject to any express or implied term of the LPA to the contrary, upon the ninetieth day following notification by the GP or its representative to the LPs of the death, commencement of liquidation or bankruptcy proceedings, withdrawal, removal or making of a winding up or dissolution order of the sole or last GP, the Partnership shall forthwith be dissolved and required to be wound up in accordance with the LPA or such orders as the court may decree pursuant to the above. Notwithstanding the foregoing, if within 90 days of the date of such notice, a majority of LPs (or such other threshold set out in the LPA) elect one or more new GPs, the business of the Partnership shall not be required to be wound

15 Page 15 Upon the commencement of the winding up a liquidator is appointed (although, it should be noted that the appointment of a voluntary liquidator shall only take effect upon the filing of his consent to act with the Registrar). There are no restrictions on who may act as liquidator on a solvent winding up, but the need to comply with certain duties and procedures under Cayman Islands law means that generally a professional in the Cayman Islands is appointed. However, where the court appoints the liquidator, the liquidator is required to be a qualified insolvency practitioner under the Insolvency Practitioner's Regulations The liquidator steps into the shoes of the directors and is responsible for gathering in the assets of the Company, satisfying its liabilities and then distributing the remaining amounts to the shareholders in accordance with the Articles. Within 28 days of the commencement of a voluntary winding up, the liquidator, or in the absence of a liquidator, the directors shall make certain statutory filings with the Registrar including a notice of winding up, the liquidators consent to act and (where the supervision of the court is not being sought) a declaration of solvency (signed by all the directors). In the case of a Company carrying on a regulated business (ie a mutual fund) notice of the winding up must be served on CIMA. The notice of the winding up is required to be published in the Cayman Islands in the Gazette. Any liquidator or director who fails to comply with such filing requirements is liable to a fine of US$10,000. up but may be assumed and continued as provided for in the LPA or any subsequent agreement. Alternatively, where the ELP Registrar has reasonable cause to believe that a Partnership is not carrying on business or is not in operation (including upon the submission of the GP), he may strike the Partnership off the register and the Partnership shall thereupon be dissolved. The GP, any LP or any creditor of the Partnership that objects to the Partnership being struck off, on grounds that the Partnership was carrying on business, in operation or otherwise at the time that it was struck off, may apply to the court to have it restored to the Register of Partnerships. The application to restore the Partnership to the Register of Partnerships must be made within two years of the strike off date. If the two year period has elapsed, approval may be sought from the Government of the Cayman Islands to allow the restoration (as long as restoration is sought within ten years from the date the Partnership was struck off the Register of Partnerships). It should be noted that the directors' declaration of solvency is required to be in a prescribed form and state that a full enquiry has been made into the Company's affairs and that to the best of the directors' knowledge and belief, the Company will be able to pay its debts in full together with

16 Page 16 interest at the prescribed rate within a period not exceeding twelve months from the commencement of the winding up. Directors should bear in mind the forward looking nature of this test as the future solvency of the Company (including all actual and contingent liabilities) must also be considered. All directors are required to sign the solvency statement and must have reasonable grounds for the statements made. To the extent that a statement is made without reasonable gourds, each director is liable to a fine of US$10,000 or imprisonment for two years, or both. Once the above process is complete, a final shareholders' meeting is held and the liquidator's accounts are approved. The liquidators make their final return to the Registrar informing the Registrar that the liquidation has been completed. Three months after the liquidators have submitted their final return, the Company is deemed to be dissolved and, from that point on, ceases to exist. Alternatively, where the Registrar has reasonable cause to believe that a Company is not carrying on business or is not in operation (including upon the submission of a director of the Company), he may strike the Company off the register and the Company shall thereupon be dissolved. If a Company or any member or creditor thereof feels aggrieved by the Company having been struck off the register in accordance with the Law, the court on the application of such Company, member or creditor made within two years or such longer period not exceeding ten years as the Governor may allow of the date on which the Company was so struck off, may, if satisfied that the Company was, at the time of the striking off thereof, carrying on business or in operation, or otherwise, that it is just that the Company be restored to the register, order the name of the Company to

17 Page 17 be restored to the register. Any property vested in or belonging to any Company struck off the register under the Law shall thereupon vest in the Financial Secretary and shall be subject to disposition by the Governor, or to retention for the benefit of the Cayman Islands. Winding up is therefore a more final form of terminating a Company than striking it off. Tax status and annual return A Company may apply for an undertaking from the Financial Secretary to the effect that, for a period of 30 years from the date of such undertaking: 1. no law which is thereafter enacted in the Cayman Islands imposing any tax to be levied on the profits, income, gains or appreciations shall apply to the Company or its operations; 2. no such tax nor any tax in the nature of estate duty or inheritance tax will be payable by the Company: (a) (b) on or in respect of the shares, debentures or other obligations of the Company; or by way of the withholding in whole or in part of any relevant payment. An annual fee payable on or before 31 January of between US$854 and US$3,132 (depending on the Company's authorised share capital) is payable to the Registrar. An annual return must also be filed on or before 31 January in every year. For a Company that is not regulated or licensed under any other law, no financial statements need to be filed with any A Partnership may apply for an undertaking from the Financial Secretary that no law enacted in Cayman imposing any tax to be levied on profits or income or gains or appreciations shall apply to the Partnership or to any partner in respect of the Partnership. The Undertaking will be for a maximum of 50 years and will also cover estate duty or inheritance tax. An annual fee payable on or before 31 January of approximately US$1,463 is payable to the ELP Registrar. An annual return must also be filed on or before 31 January in every year. For a Partnership that is not regulated or licensed under any other law, no financial statements need to be filed with any Cayman Islands governmental agency, and no annual audit is required.

18 Page 18 Cayman Islands governmental agency, and no annual audit is required. Updated: 5 June 2017

19 For further information please refer to your usual contact or: Cayman Islands - Rob Jackson, Partner rob.jackson@walkersglobal.com Cayman Islands - Rolf Lindsay, Partner rolf.lindsay@walkersglobal.com Dubai - Daniel Wood, Partner daniel.wood@walkersglobal.com Hong Kong - Paul Aherne, Partner paul.aherne@walkersglobal.com London - Jasmine Amaria, Partner jasmine.amaria@walkersglobal.com +44 (0) Singapore - Tom Granger, Partner Thomas.Granger@walkersglobal.com The information contained in this memorandum is necessarily brief and general in nature and does not constitute legal or taxation advice. Appropriate legal or other professional advice should be sought for any specific matter. Walkers works in exclusive association with Taylors in Bermuda, a full service commercial law firm providing advice on all aspects of Bermuda law.