Background
The Partnership is an exempted limited partnership under the Exempted Partnership Act 1992 (Bermuda) (the “EPA”), the Limited Partnership Act 1883 (Bermuda) (the “LPA”) and the Partnership Act 1902 (Bermuda) which has not elected pursuant to those statutes to have legal personality and whose only assets are shares of subsidiaries. A non-resident corporation holds the only general partner unit, Canco holds three series of Class A limited partnership units and the other limited partnership units are held by non-residents and by partnerships which are not Canadian partnerships. The Partnership activity was carried on in common with a view to a profit and the Partnership was considered a partnership for purposes of the Act prior to the Proposed Transaction.
Proposed Transaction
In order to be “domesticated” as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), the Partnership will deregister under the LPA and EPA by obtaining certificates of de-registration under those statutes, and will file in accordance with §17-215(b) of the DRULPA (i) a certificate of limited partnership domestication that is executed in accordance with §17-204 of that statute; and (ii) a certificate of limited partnership that complies with §17-201 and has been executed in accordance with §17-204 of that statute. All other terms and conditions under the Partnership Agreement will remain unamended.
Additional Information
S. 13(B) of the EPA and s. 26 of the Bermuda LPA provides that the de-registration shall not create a new legal entity, prejudice or affect the continuity of the partnership, or affect the property previously acquired by or on behalf of the partnership.
§17-215 of the DRULPA provides that the limited partnership shall be deemed to be the same “entity” as the domesticating non-United States “entity” and the domestication shall constitute a continuation of the existence of the domesticating non-United States “entity” in the form of a domestic limited partnership.
Following the Proposed Transaction, the Partnership will be a separate legal entity pursuant to §17-201(b) of the DRULPA.
Rulings
Following the Proposed Transaction, the Partnership will be treated as a partnership for purposes of the Act and the Proposed Transaction will not, in and of itself, cause the Partners to have a “disposition” of their Units or the Partnership to dispose of its property.
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