·       a Cayman ELP does not have separate legal personality. It acts through its general partner, which must be either another Cayman entity (most commonly a Cayman company or another Cayman ELP) or a foreign entity registered in Cayman for the purpose of acting as a general partner (most commonly a Delaware LLC or a Delaware limited partnership).

·       to preserve their limited liability status (i.e. liability limited to the amount of capital they have committed), limited partners are not permitted to take part in the management of the partnership outside of a number of ‘safe harbour’ actions permitted by the ELP Act. The activities of a typical LPAC would fall within these safe harbours.

·       a Cayman ELP is formed by the filing of a ‘Section 9 Statement’, after which a certificate of registration is issued. If any particulars of this statement change, the ELP must file an updated statement under Section 10 of the ELP Act. For this reason, Section 9 and Section 10 statements are routinely requested by Cayman counsel as part of their due diligence and are included in closing certificates.

·       a Cayman ELP must maintain at its registered office: (i) a register of partners; (ii) a register of contributions; and (iii) a register of security interests. The register of security interests records charges granted over the interests of limited partners, and is distinct from security granted by the partnership over its own assets (including capital call rights).

·       the LPA sets out the terms of the ELP and the ELP Act is not prescriptive on the activities an ELP may conduct. While the ELP Act does not require express authority to borrow or grant security, modern LPAs almost universally now include language to this effect.

·       ELPs that fall within the scope of the Private Funds Act must register with the Cayman Islands Monetary Authority (CIMA) and comply with the regulatory framework set out in that Act.

·       The SCSp has no distinct legal personality, but it has most of the features of an entity possessing legal personality: it has a domicile, it acts in its own name and for its own account through its management body, it can issue partnership interests, debt instruments, and it will be liquidated, as if it had legal personality (unless its constitutional documents provide otherwise).

·       The liability of limited partners of a Lux SCSp is capped at the amount of their commitment, while the unlimited / general partner(s) are liable without limitation for the debts of the SCSp. 

·       The SCSp is established through an LPA which must set out its denomination, registered office, corporate purpose, and the contributions of its partners; an extract of the LPA shall be filed with the Luxembourg Trade and Companies Register (RCS).

·       The SCSp is managed by the unlimited / general partner(s), as managing general partner(s) (associé(s) gérant(s) commandité(s)), or by one or more managers (gérants).

·       The SCSp must keep at its registered office originals or copies of its constitutional documents, its register of partners, its annual accounts, and any other documents issued in its name or on its behalf, or to which it is a party, as required by its constitutional documents or Luxembourg law, particularly with regards to the relevant information rights of the partners.

·       A JLP does not have separate legal personality. It acts through its general partner.

·       It combines the flexibility and tax transparency offered by a partnership structure with the benefits, for limited partners, of limited liability offered by a company.

·       The Jersey regime has particular advantages over some other offshore jurisdictions: (a) no Jersey general partner is required, (b) there is no limit on the number of general partners, (c) there is limited information required to be made publicly available, and (d) there is no audit requirement. 

·       To preserve limited liability (i.e. liability limited to the amount of capital committed), limited partners must not take part in the management of the partnership, except for certain “safe harbour” activities permitted by the legislation.  

·       Consent of the Jersey Financial Services Commission (JFSC) must be obtained under the Control of Borrowing (Jersey) Order (COBO) in order to issue interests in a JLP and a declaration must be filed with the Registrar of limited partnerships in Jersey to establish the JLP.

·       A JLP must maintain at its registered office in Jersey (a) a copy of the register of limited partners and contributions, (b) the limited partnership agreement, and (c) the declaration filed upon formation of the JLP.

·       Public records of a JLP are limited. Only the JLP declaration filed with the Registrar is publicly accessible. The partnership agreement, details of the partners, and the capital commitments of limited partners are not matters of public record. 

·       JLPs that fall within the scope of the Jersey Private Funds regime must register with the JFSC and comply with the regulatory framework applicable to such funds.