Skip to main content

Cayman exempted limited partnership

Also called Cayman ELP, Exempted limited partnership

A Cayman exempted limited partnership is a partnership formed in the Cayman Islands in which one general partner bears unlimited liability and manages the business, while limited partners contribute capital and have liability limited to their commitment. It is a standard vehicle for closed-ended investment funds.

The structure is tax transparent, meaning the partnership itself is not taxed and investors are taxed in their own jurisdictions according to their own circumstances. This is why it is used for funds with investors across many countries: it avoids adding a second layer of tax at the fund level rather than reducing anyone's tax.

Where a fund is closed-ended and not open for redemption, it typically registers with the Cayman Islands Monetary Authority under the Private Funds Act. Registration brings requirements around audit, valuation, safekeeping of assets and cash monitoring. It is a regulatory registration, not an approval of the fund's terms or an assessment of its merit.

Limited partners must stay out of management to keep their limited liability. This is why partnership agreements are precise about which decisions require investor consent and which sit with the general partner.

Related terms

Last reviewed

Helmshare © 2026.

All rights reserved.