Limited Partnerships Guidelines

Limited Partnerships Guidelines FINANCIAL SERVICES AUTHORITY Bois De Rose Avenue P.O. Box 991 Victoria Mahé Seychelles Tel: +248 4380800 Fax: +248 4380888 Website: www.fsaseychelles.sc Email: enquiries@fsaseychelles.sc Version: 20th August, 2025

Page 2 of 18 Table of Contents

1. INTRODUCTION..........................................................................................................................................3
2. BACKGROUND............................................................................................................................................3
3. REGISTRATION OF A LIMITED PARTNERSHIP..............................................................................................3
4. NAME OF LIMITED PARTNERSHIP ..............................................................................................................4
5. GENERAL PARTNER ....................................................................................................................................4
6. LIMITED PARTNER......................................................................................................................................4
7. REGISTERED AGENT ...................................................................................................................................5
8. REGISTERED OFFICE ...................................................................................................................................6
9. CHANGES TO REGISTERED PARTICULARS...................................................................................................6
10. REGISTER OF LIMITED PARTNERSHIP INTEREST .........................................................................................6
11. ANNUAL RETURN AND ANNUAL FEE..........................................................................................................6
12. CERTIFICATE OF GOOD STANDING.............................................................................................................7
13. KEEPING OF ACCOUNTING RECORDS AND FINANCIAL SUMMARY ............................................................7
14. DISSOLUTION ...........................................................................................................................................11
15. DEREGISTRATION.....................................................................................................................................11
16. APPLICATION OF PENALTY FEES...............................................................................................................12 Annexure 1...............................................................................................................................................13 Annexure 2...............................................................................................................................................14 Annexure 3...............................................................................................................................................16 Annexure 4...............................................................................................................................................23 Annexure 5...............................................................................................................................................25 Annexure 6...............................................................................................................................................26

Page 3 of 18

1. INTRODUCTION These guidelines have been issued by the Registrar of Limited Partnerships (the “Registrar”), the Financial Services Authority (“FSA”), to provide a summary of the Limited Partnerships Act, 2003 (the “Act”) and to assist in making licensed International Corporate Service Providers (“ICSPs”) aware of the processes and procedures involved in their dealings with the Registrar in relation to limited partnerships registered under the Act. These guidelines are not exhaustive, are intended as a general summary only and should be read with the relevant provisions in the Act. The Registrar does not provide legal advice. It is recommended that ICSPs and limited partnerships, as the case may be, obtain independent expert legal advice.
2. BACKGROUND The Seychelles’ limited partnership is a legal arrangement where two or more persons can form a limited partnership, but the partnership must consist of one or more general partners and one or more limited partners. A body corporate may be a general partner or a limited partner, and a general partner may hold an interest as a limited partner. A limited partnership must carry its business outside the Seychelles, except where the carrying of business in Seychelles is necessary for the business of that limited partnership outside of Seychelles.
3. REGISTRATION OF A LIMITED PARTNERSHIP 3.1 An application for the registration of a limited partnership must be made to the Registrar of Limited Partnerships (“Registrar”) (i.e. the Financial Services Authority) by filing with the Registrar a statement signed by or on behalf of the general partner containing the following particulars: (a) The name of the limited partnership (b) The general nature of the business of the limited partnership (c) The address in Seychelles of the registered office of the limited partnership (d) The full name and address of the designated general partner, and of any other general partner and, in the case of a corporate general partner, the certificate of incorporation or registration and a certificate of good standing (or any similar document under the laws of the jurisdiction of incorporation) dated not more than 3 months from the date that the application is made, must be annexed to the statement or, where applicable, a certificate of good standing and a certificate of registration under Part VII of Companies Act, 1972 (e) The name and address of the registered agent of the limited partnership

Page 4 of 18 3.2 The application for registration must be accompanied by a registration fee of US$ 200. 3.3 Upon being satisfied with the application, the Registrar shall issue a Certificate of Registration specifying the date on which the registration of the limited partnership shall take effect. The certificate shall be conclusive evidence that all the requirements of the Act in respect of the formation and registration of the limited partnership have been complied with. 4. NAME OF LIMITED PARTNERSHIP 4.1 Before a limited partnership can be registered, the registered agent must make a formal request to the Registrar for the reservation of a proposed name. 4.2 The proposed name of a limited partnership must include the words “Limited Partnership”, “L.P.” or “LP” and may include the name of any general partner or limited partner or any derivation thereof. 4.3 The proposed name of the limited partnership must not: (a) be the identical or similar to the name of an existing Seychelles’ entity (b) suggest the patronage of or a connection with any government (c) suggest that the partnership is licensed in Seychelles or elsewhere to carry on any type or class of business when it is not in fact licensed to do so, or (d) be otherwise calculated or likely to mislead the public. 5. GENERAL PARTNER 5.1 One or more general partners shall be responsible for the administering and managing of the limited partnership. 5.2 The Act requires at least one of the general partner of the limited partnership to be either an international business company (IBC) under the International Business Companies Act or a company issued with a special licence (CSL) under the Companies (Special Licences) Act. 5.3 The general partner will be responsible for the signing on behalf of the limited partnership any letters, contracts, deeds instruments and documents. However, general partners shall be liable to any debts and obligations if the liabilities exceed the assets of the limited partnership. 6. LIMITED PARTNER 6.1 A limited partner of a limited partnership, subject to the terms of the partnership agreement may reside in or outside Seychelles.

Page 5 of 18 6.2 The limited partners shall not be liable to any debts and obligations exceeding the assets of the limited partnership. 6.3 A limited partner shall not take part in the conduct of the business of the limited partnership. A limited partner is not deemed to be taking part in the conduct of the limited partnership if the conduct of business falls within the meaning of the following: (a) Being a contractor or an agent or employee of the limited partnership or of a general partner or acting as a director, officer orshareholder of a corporate general partner (b) Consulting with and advising a general partner with respect to the business of the limited partnership (c) Investigating, reviewing, approving or being advised as to the accounts or business affairs of the limited partnership or exercising and right conferred in the Act (d) Acting as a surety or guarantor for the limited partnership either generally or in respect of specific obligations (e) Approving or disapproving an amendment to the partnership agreement, or (f) Voting as a limited partner on any matter 6.4 Nevertheless, if the limited partner takes part in the conduct of the business of the limited partnership with its dealings with persons who are not partners, the limited partner shall be liable in the event of the insolvency of the limited partnership for all debts and obligations of that limited Partnership incurred during the period in which he so participates in the conduct of the business as though he were for such period a general partner. Provided always that the limited partner shall be rendered liable only to a person who transacts business with the limited partnership during such period with actual knowledge of such participation and reasonable belief that such limited partner was a general partner. 7. REGISTERED AGENT 7.1 Section 6A of the Act requires every limited partnership to, at all times, have a registered agent in Seychelles and the registered agent must be a person licensed to provide international corporate services under the International Corporate Service Providers Act. 7.2 A change in registered agent will constitute a change to the registered particulars filed with the Registrar under section 9(1) of the Act and therefore the procedures mentioned below in paragraph 9 will need to be followed. 7.3 All matters relating to the appointment or change of registered agent must be done in accordance with the partnership agreement. 7.4 A person wishing to resign as the registered agent of a limited partnership must inform the limited partnership in writing, in line with its contractual agreement with the client. 7.5 A person who has resigned services as the registered agent of a limited partnership is

Page 6 of 18 recommended to send a notice of such resignation to the Registrar within 30 days of the resignation becoming effective. 8. REGISTERED OFFICE Every limited partnership must have a registered office in Seychelles for the service of process and delivery of all notices and communications. The address of the registered office must be the same address as the principal place of business of the limited partnership’s registered agent in Seychelles. 9. CHANGES TO REGISTERED PARTICULARS 9.1 If any particulars contained in the statement filed under section 9(1) of the Act are to be amended, the general partner shall have 60 days to file that change with the Registrar. 9.2 However, in the event that a general partner ceases to be a general partner, a statement signed by another general partner in respect of the arrangement or transaction shall be filed with the Registrar within 15 days of the arrangement or transaction. Unless such statement is filed, the arrangement or transaction, and the partnership agreement will be of no effect. Anything which seeks to relieve a general partner of his obligations shall have no effect unless written consent is given by those who will be affected by the change. 9.3 The name of the limited partnership may be changed and will be subject to the same procedures as in paragraph 9.1 above. However, the change of name shall not contravene section 6(1) of the Act. 9.4 The fee for the filing a statement of change in registered particulars of the limited partnership is US$50. 10. REGISTER OF LIMITED PARTNERSHIP INTEREST 10.1 The designated general partner shall maintain at the registered office a register containing the following particulars (in such form as the general partner may approve): (a) The name and address of each partner (b) The nominee status of any partner1 (c) The amount of contribution or contributions by each partner (d) The date the contribution or contributions were made by each partner (e) The date of any payment representing a return of any part of the contribution of any partner; and (f) Where a partner is a nominee the identity of the nominator shall be included in the register 1 Note that the nominee status of a partner on the register of partnership interests must be clearly visible.

Page 7 of 18 10.2 This register shall be made available for inspection and copying free of charge of any particulars to any partner upon request to do so. 10.3 Where a partner is acting as a nominee on behalf of a nominator, the limited partnership should indicate that this partner is a nominee and state the identity of the nominator of the nominee in the register of limited partnership interests. Details of the nominator must include, in the case of an individual, the nominator's name, address, date of birth, and nationality and the national identity number or equivalent (if any). In the case of a body corporate, the nominator’s name, address, date of incorporation or registration, place of incorporation or registration and incorporation or registration number. Obligations relating to nominee partners 10.4 In accordance with section 11 of the Act, a person appointed as a nominee partner must submit a declaration (see sample in Annexure 4) to notify the limited partnership of such an appointment within 21 days. This declaration, hereinafter referred to as “nominee declaration”, must include a statement confirming the status of the nominee, thereby providing proof of the nominee arrangement. The nominee declaration should also include the identity information for both the nominator (the “immediate” appointer of the nominee) and the nominee. The declaration must be signed by the nominee. 10.5 For the purpose of the nominee declaration, the identity information of a nominator who is an individual includes the nominator’s name, address, date of birth, nationality and national identity number or equivalent (if any). In the case of a nominator that is a body corporate, the nominator’s name, address, date of incorporation or registration, place of incorporation or registration and incorporation or registration number. Note: The passport number may be used as an equivalent to the national identification number and must be updated accordingly upon the expiry of the individual’s passport. 10.6 A person who is acting as a nominee partner in a limited partnership immediately before the commencement of the Limited Partnerships (Amendment) Act, 2025 and continues to hold the nominee status in that limited partnership on or after the commencement of the Limited Partnerships (Amendment) Act, 2025, must submit a nominee declaration to the limited partnership by 15th July, 2025. 10.7 In the event of any changes to the details of the nominator, the nominee is required to submit a notice of change (see sample in Annexure 5) and an updated nominee declaration, reflecting the change, to the limited partnership, within 21 days of the occurrence (of the change). The notice must include, at minimum, the details of the change, including the previous nominator details, the updated details and the date on which the change occurred. The updated nominee declaration should reflect the updated details and must be signed by the nominee. Note: If the nominee is not immediately informed of a change in the nominator’s information on the actual date of the change, the date of the change will be considered as the date on which the nominee receives the updated information. 10.8 When a nominee ceases to hold nominee status, the nominee must provide a written notice (see sample in Annexure 6) to the limited partnership within 21 days of the date of cessation. The notice should confirm that the nominee no longer holds the nominee status, specify the date on which the nominee status ceased and be signed by the former nominee.

Page 8 of 18 10.9 For clarity purposes, where a new nominee partner is appointed to replace an existing nominee partner, the existing nominee must submit a written notice of cessation confirming the change in his/her/its nominee status (see sample in Annexure 6) and the new nominee must submit a nominee declaration (see sample in Annexure 4). 10.10All written declarations and notices (or copies thereof) submitted to the limited partnership by a nominee partner (whether due to an existing status, a new appointment, a change in nominator details or the cessation of nominee status), must be kept at the registered office of the limited partnership in Seychelles for the duration that the person remains a nominee and an additional minimum period of 7 years after the person ceases to be a nominee partner of the limited partnership. 10.11A nominee commits an offence and is liable on conviction to imprisonment for up to 1 year or to a fine of up to US$10,000, or both, in the following circumstances: (a) Failure to submit a nominee declaration to the limited partnership within 21 days of appointment; (b) Failure of existing nominees (i.e. persons acting as nominee partners immediately prior to the commencement of the Limited Partnerships (Amendment) Act, 2025) to submit a nominee declaration to the limited partnership by the 15th July, 2025; (c) Failure to notify the limited partnership of any changes relating to the nominator's details through a written notice of change and an updated declaration within 21 days; or (d) Failure to notify the limited partnerships of the cessation of nominee status through a notice of cessation within 21 days. 10.12A nominee partner that, without reasonable excuse, submits any nominee declaration or written notices which are false, deceptive or misleading commits an offence and is liable on conviction to a fine not exceeding US$10,000. 10.13The Act also requires the partnership to take further action against a nominee in the event of the failures referred to in paragraph 10.15. Such actions include, but are not limited to: (a) placing of such restrictions as it thinks fit on the rights attached to the nominee partner’s interest in the partnership, including — i. any right to transfer or assign any partnership interest; ii. any voting rights; iii. any right to acquire further partnership interest in addition to the interest already held; iv. any right to payment due in respect of the partner’s interest; or (b) the cancellation of the interest of the partner in the partnership. 10.14Any further actions taken by the limited partnership against a nominee must be appropriate

Page 9 of 18 and dissuasive to ensure compliance with the Act. Additionally, a record of the actions taken must be maintained by the limited partnership. If the limited partnership fails to take action, or the action taken is not appropriate and dissuasive, the limited partnership will be liable to a penalty fee not exceeding US$10,000. 10.15For the purpose of clarity, during an inspection of compliance with section 11 of the Act regarding nominee partners, the Registrar will check, amongst other things: (a) That the register of limited partnership interests accurately reflects the nominee status of any nominee partner and includes complete information about the nominator as declared by the nominee. (b) That the register of limited partnership interests is up-to-date with all necessary recent details. (c) That the limited partnership has obtained the nominee declarations from nominee partners that confirm the nominee arrangement and include identity information for both the nominator and the nominee, such as name, address, date of birth, nationality, etc (see paragraph 10.5). (d) That all nominee declarations and notices submitted by the nominee are duly signed by the nominee. (e) That, in the case of any change in the details of the nominator, the relevant notices of change and updated nominee declarations that reflect changes have been obtained by the limited partnership. (f) That notices of cessation as nominee have been submitted by the nominee when a nominee has ceased to hold nominee status, and that these notices are signed by that former nominee. 11. ANNUAL RETURN AND ANNUAL FEE In January of every year, a limited partnership shall file an annual return with the Registrar, signed by or on behalf of a general partner certifying that the limited partnership has during the prior calendar year complied with the provisions of the Act and pay to the Registrar an annual fee of US$200. Where a limited partnership fails to file its annual return and pay its annual fee, it shall be liable to a penalty of US$25 for each day that such default continues. 12. CERTIFICATE OF GOOD STANDING 12.1 A Certificate of Good Standing will be issued by the Registrar, if it is satisfied that the limited partnership is duly registered under the Act, the limited partnership is on the Register of Limited Partnerships and the limited partnership has paid all fees and penalties due and payable. 12.2 A request for a Certificate of Good Standing must be accompanied by a fee of US$25 (note that this fee is not applicable if the certificate is requested at the time of the registration of the limited partnership).

Page 10 of 18 13. KEEPING OF ACCOUNTING RECORDS AND FINANCIAL SUMMARY Accounting Records 13.1 Section 11A(1) of the Act requires every general partner of a limited partnership to keep reliable accounting recordsthat are sufficient to show and explain the limited partnership’s transactions, enable the financial position of the limited partnership to be determined with reasonable accuracy at any time and allow for financial statements of the limited partnership to be prepared. For such purposes, accounting records shall be deemed not to be kept if they do not give a true and fair view of the limited partnership’s financial position and explain its transactions. 13.2 A limited partnership shall preserve its accounting records for at least 7 years from the date of completion of the transactions or operations to which they each relate. 13.3 Under section 2 of the Act, “accounting records”, in relation to a limited partnership, means documents in respect of the limited partnership’s assets and liabilities, the receipts and expenditure of the limited partnership and the sales, purchases and other transactions to which the limited partnership is a party. Following this definition, it implies that accounting records (including the underlying documents) can take on many forms and includes: (a) Bank statements (b) Receipts and Invoices (c) Vouchers (d) Title documents (e) Contracts and agreements (f) Ledgers (g) Any other documentation underpinning a transaction 13.4 Where a limited partnership keeps its accounting records outside Seychelles, section 11A(3) of the Act requires the limited partnership to lodge these accounting records at its registered office in Seychelles. A limited partnership may either keep the original accounting records or a copy of the accounting records in electronic form at its registered office. However, where a limited partnership keeps a copy of its accounting records at its registered office or where the limited partnership’s original accounting records are kept in Seychelles at a place other than its registered office, the limited partnership must notify its Registered Agent in writing of the physical address of that place (section 11A(4A) of the Act). Note that the Seychelles’ authorities maintain the right to request for the original records. It is sufficient if the Limited partnership provides the Registered Agent with an emailed scanned copy of the completed, signed and dated Notice. 13.5 Increasingly, accounting records are likely to exist purely in electronic form. This includes situations where contracts are signed electronically. It also includes banking statements and invoices which are also now regularly issued in paperless form. In such case where there are

Page 11 of 18 no physical originals, the electronic versions can be taken to constitute the original accounting records. 13.6 It is expected that some of the accounting records of a limited partnership will not be in the English or French language. While the Act does not require a translated version of the accounting record to be kept, the Act provides that the Registrar or other authorities may request from the limited partnership or the registered agent a translation of the record (section 24(1A) of the Act). However, the Registrar recommends that a translated version of the accounting records in the English or French language is being kept at all times. 13.7 The Act provides that the accounting records of a limited partnership should be kept at the registered office in Seychelles on a bi-annual basis, that is, at an interval of 2 times per year. In enforcing compliance with the accounting records keeping requirement, the Registrar will allow a delay for the records to be kept at the registered office in Seychelles as follows: (a) Accounting records relating to transactions or operations in the first half (January to June) of a calendar year must be kept in Seychelles by July of that year (b) Accounting records relating to transactions or operations in the second half (July to December) of a calendar year must be kept in Seychelles by January of the following year 13.8 For clarity purposes, the following will apply in respect of existing accounting records (i.e. accounting records relating to the years prior to year 2022) and accounting records relating to year 2022 for limited partnerships on the Register: (a) Accounting records relating to transactions or operations in the past 7 years to 31st December, 2021 (i.e. records from 1 st January, 2015) must be kept in Seychelles by 5 th February, 2022 (b) Accounting records relating to transactions or operations in the first half (January to June) of 2022 must be kept in Seychelles by July 2022 (c) Accounting records relating to transactions or operations in the second half (July to December) of 2022 must be kept in Seychelles by January 2023 13.9 For clarity purposes, a limited partnership that is deregistered on or after 6th August, 2021 must ensure that any outstanding accounting records are lodged at its registered office in Seychelles by January or July, following the date that it is deregistered, in line with the above guidance. 13.10 In the case where a limited partnership has not yet traded, is dormant or otherwise has no assets or liabilities, the limited partnership must keep a declaration of such fact, which shall be regarded as sufficient compliance for the purpose of section 11A(4) of the Act. This would help satisfy the Registrar that there are no records available, either in Seychelles or abroad, for that particular period. See Annexure 1 for a sample of the declaration. It is sufficient if the limited partnership provides the Registered Agent with an emailed scanned copy of the completed, signed and dated declaration. 13.11 Although the Act requires a limited partnership to lodge its accounting records in Seychelles at least 2 times per year, it is important to note that a limited partnership should keep its accounting records on a continuous basis (i.e. at all times) and therefore, any accounting

Page 12 of 18 record, either being kept in Seychelles or yet to be lodged in Seychelles, should be provided to the Seychelles’ authorities upon request. 13.12 The Act provides a grace period for every limited partnership to keep its accounting records in Seychelles by 5th February, 2022. It is important to note that this grace period applies only in relation to the location where the accounting records are to be kept (i.e. section 11A(3)(b) of the Act) and not in relation to the obligation to keep accounting records (i.e. section 11A(1) of the Act). Therefore, during the grace period, the Registrar may still request for the accounting records for compliance inspection purposes and if the accounting records are not provided, the Registrar will take enforcement action against the limited partnership. Similarly, a competent authority may request for the accounting records to be provided by the limited partnership during the grace period and if the limited partnership fails to comply, the relevant enforcement action may be taken by the competent authority against the limited partnership. Financial Summary 13.13 The Act also requires all limited partnerships to annually prepare a Financial Summary to be kept at their registered office in Seychelles (together with the other accounting records and underlying documents) within 6 months from the financial year end of the limited partnership. 13.14 The financial year of a limited partnership shall be the calendar year, unless it is changed by the general partner and notified to the limited partnership’s registered agent within 14 days of the change. For clarity purposes, where a limited partnership is incorporated at any time during a year and its financial year is the calendar year, its first Financial Summary is due by June of the following year. 13.15 The financial year of a limited partnership generally covers a period of 12 months. However, in the event that a limited partnership changes its financial year, the period covered by any Financial Summary cannot be a period greater than 15 months. If the period between the previous financial year end and the new financial year end is not greater than 15 months, the limited partnership must prepare and keep a Financial Summary within 6 months of the new financial year end. However, if the period between the previous financial year end and the new financial year end is greater than 15 months, the limited partnership must prepare and keep a Financial Summary within 6 months from the start of the new financial year (which will cover the period from the last financial year end to the start of the new financial year), whereas the next Financial Summary shall be due within 6 months of the new financial year end. Example 1: The financial year of Limited Partnership A is the calendar year (i.e. 31st December) (previous financial year) and Limited Partnership A prepares and keeps its Financial Summary for the financial year 2021 by June 2022. In 2022, the limited partnership decides to change its financial year to 31st March (new financial year). The period between the previous financial year end and the new financial year end is 15 months. Therefore, the next Financial Summary is due by September 2023 (i.e. 6 months from the new financial year end). Example 2: The financial year of Limited Partnership B is 30th June (previous financial year) and Limited Partnership B prepares and keeps its Financial Summary, covering the period 1 st July 2021 to 30th June 2022, by December 2022. Then the limited partnership decides to change its financial year to the calendar year (i.e. 31st December) (new financial year).

Page 13 of 18 The period between the previous financial year end and the new financial year end is more than 15 months (i.e. 18 months). Therefore, the next Financial Summary is due by June 2023 (i.e. 6 months from the start of the new financial year), covering the financial period 1 st July, 2022 to 31st December, 2022. The following Financial Summary is due by June 2024, covering the period 1 st January 2023 to 31st December 2023. 13.16 A sample of the form and content of the Financial Summary is provided in Annexure 2 of these guidelines which must be adopted by all limited partnerships. However, the sub- categories (as provided in the footnote of the Annexure) must be listed accordingly depending on the type of activity that the limited partnership is undertaking. In view that the obligation for Financial Summary came into effect as of 6th August 2021, the first Financial Summary of a limited partnership should cover, at a minimum, the period from 6th August 2021 onwards. 13.17 However, where a limited partnership prepares and keeps its annual financial statements (audited or unaudited) at its registered office in Seychelles, the Registrar will not expect the limited partnership to also keep a Financial Summary, provided that the financial statements are kept for the relevant financial year and include the main category items detailed in Annexure 2 and any relevant sub-category items. Such limited partnership will not be considered to be in contravention of Section 11A(3)(a) and hence, not be liable for penalties. Preservation of accounting records by registered agent 13.18 As from 6 th August, 2021, section 26 of the Act requires every registered agent to preserve the accounting records of limited partnerships that are in the possession of the registered agent. Each accounting record must be kept for at least 7 years from the date of completion of the transactions or operations to which they each relate. This obligation applies in relation to all limited partnerships to which the registered agent was or is acting as registered agent, which includes registered and deregistered limited partnerships. 13.19 For clarity purposes, a limited partnership that has been deregistered prior to 6 th August, 2021 is no longer a limited partnership under the Act and is therefore not required to preserve accounting records under section 11A(1). During that same period, there was no requirement on the registered agent to preserve the accounting records that may have been in the possession of the registered agent. However, any accounting record of such deregistered limited partnerships that is in the possession of the registered agent on or after 6 th August, 2021 must be preserved accordingly by the registered agent. 13.20 Similarly, where a limited partnership has been struck-off prior to 6 th August, 2021, any accounting records of such limited partnerships in the possession of the registered agent on or after 6 th August, 2021 must be preserved accordingly by the registered agent. Ensuring compliance 13.21 As of February 2022, the Registrar will initiate its on-site compliance inspections of random samples of limited partnerships to ensure that reliable accounting records are being kept by the limited partnership at its registered office in Seychelles. Where non- compliance is identified, relevant sanctions will be applied on the limited partnership. It is also to be noted that under the Code for ICSPs, registered agents are required to monitor compliance by limited partnerships under their administration with the accounting record requirements. In cases where the Authority identifies a registered agent which has failed to comply with its obligation under the Code for ICSPs, the relevant sanction will be

Page 14 of 18 applied against the registered agent. 14. DISSOLUTION 14.1 A limited partnership shall not be dissolved by an act of the partners until the notice of dissolution, signed by a general partner, has been filed with the Registrar. 14.2 The court may order the dissolution of a limited partnership upon an application made by a partner or a creditor. 14.3 The death, insanity, retirement, bankruptcy, commencement of liquidation proceedings, resignation, insolvency or dissolution of the sole or last remaining general partner shall cause the dissolution of the limited partnership, unless new general partners are appointed within 30 days from the day of any of the aforementioned occurrences. 15. DEREGISTRATION 15.1 The Registrar may issue a notice of deregistration if: (a) any general partner, officer, manager or agent has in Seychelles or elsewhere in connection with the management or conduct of the affairs of that limited partnership committed an offence involving dishonesty, or has obtained credit or transfer or delivery of assets or performance of services by false representation made fraudulent or by dishonest concealment of material facts. (b) the limited partnership has conducted illegal activities (c) the limited partnership has done any act which has harmed or is likely to harm the reputation of Seychelles (d) the limited partnership has failed to maintain the register of beneficial owners under the Beneficial Ownership Act 2020, or (e) the limited partnership has failed to comply with a provision of the Act 15.2 A notice issued to the limited partnership by the Registrar will contain the reasons for deregistration (“initial deregistration notice”). The limited partnership will thereafter have 30 days to make written representation giving reason as to why the Registrar should not proceed with the deregistration. 15.3 If a written representation is made within 30 days, the Registrar will decide whether or not to proceed with the deregistration. Where the limited partnership does not make a written representation within 30 days, the Registrar may proceed to deregister the limited partnership. 15.4 Where the Registrar decides to proceed with a deregistration, it will publish a Notice of the intended deregistration of the limited partnership in the Gazette (i.e. stating that it intends to deregister the limited partnership after 60 days from the publication of the notice in the Gazette). After the expiration of the 60-day period, unless the limited partnership or any other person has shown cause to the contrary, the Registrar may deregister the limited

Page 15 of 18 partnership. 15.5 Following the deregistration of a limited partnership, the Registrar will publish a Notice of deregistration in the Gazette. The deregistration of a limited partnership is effective on the date on which the Registrar deregisters the limited partnership, after the expiration of the 60-day period. 15.6 Any person who is aggrieved by the deregistration may appeal to the Appeals Board within the 90-day period from the expiration of the "initial” deregistration notice. 15.7 Subject to the terms of the partnership agreement, a general partner may also at any time decide to deregister a limited partnership by filing a written notice with the Registrar. 16. APPLICATION OF PENALTY FEES 16.1 Before imposing any penalty fee, the Registrar will give the person concerned an opportunity of being heard. 16.2 Where a limited partnership is found to be in non-compliance with its record keeping obligation (e.g. keeping of registers), the limited partnership will be granted 5 working days to make a written representation as to why the penalty fees should not be imposed. 16.3 Where the applicable penalty fee under the Act is set to a maximum level (e.g. under section 11(6)), different levels of penalty fees will be imposed by the Registrar in cases of non-compliance depending on the nature and seriousness of the non-compliance by the limited partnership in accordance with the Table of Penalties in Annexure 3.

Page 16 of 18 Annexure 1 ACCOUNTING RECORD DECLARATION TO: The Limited Partnership’s Registered Agent in Seychelles [ insert name & address of Registered Agent ] [ insert date ] Dear Sir [ Insert Limited Partnership name ] Limited Partnership No: [ xxxx ] (the “Limited Partnership”) We, the general partner(s) of the Limited Partnership, hereby declare and confirm that (tick as appropriate): □ Since its registration in Seychelles, the Limited Partnership has not yet traded and has no assets or liabilities. □ For the relevant period the Limited Partnership has not traded and has not carried out any transactions. Therefore, the Limited Partnership has no transaction for which it needs to lodge the relevant accounting records in Seychelles, for the period from [ insert relevant period, i.e. either from January to June or from July to December, as applicable ], [ insert year ]. Yours faithfully Signature: Name of General Partner / Authorised Signatory: For and on behalf of the Limited Partnership Note: The Act requires a Limited Partnership to keep reliable accounting records: (a) that are sufficient to show and explain the limited partnership’s transactions; (b) that enable the financial position of the limited partnership to be determined with reasonable accuracy at any time; and (c) that allow for financial statements of the limited partnership to be prepared. The accounting records should be kept at the registered office in Seychelles on a bi-annual basis, as follows: (a) Accounting records relating to transactions or operations in the first half (January to June) of a calendar year must be kept in Seychelles by July of that year (b) Accounting records relating to transactions or operations in the second half (July to December) of a calendar year must be kept in Seychelles by January of the following year

Page 17 of 18 Annexure 2 SAMPLE OF FINANCIAL SUMMARY Section 11A of the Limited Partnerships Act, 2003 FINANCIAL SUMMARY FOR FINANCIAL YEAR ENDING SUMMARY OF ASSETS AND LIABILITIES AS AT USD USD Non-Current Assets1 XX,XXX XX,XXX Current Assets2 XX,XXX XX,XXX TOTAL ASSETS XXX,XXX Non-Current Liabilities3 XX,XXX XX,XXX Current Liabilities4 XX,XXX XX,XXX TOTAL LIABILITIES XXX,XXX Equity5 XX,XXX XX,XXX TOTAL EQUITY XXX,XXX TOTAL LIABILITIES AND EQUITY XXX,XXX 1 List the sub-categories of Non-Current Assets(e.g. investments, properties, equipment, fixtures, etc.) 2 List the sub-categories of Current Assets (e.g. inventory, debtors, bank/cash balances, etc.) 3 List the sub-categories of Non-Current Liabilities (e.g. debentures, long-term loans, bonds payable, loans and other debts due to members, etc.) 4 List the sub-categories of Current Liabilities (e.g. accounts payable,short-term debts, etc.) 5 List the sub-categories of Equity (e.g. Partners’ capital, revaluation reserve, other reserve, etc.)

Page 18 of 18 STATEMENT OF INCOME AND EXPENSES FOR THE PERIOD FROM TO USD Sales XX,XXX Less: Cost of Sales (XX,XXX) GROSS PROFIT XX,XXX Other Income XX,XXX Less: Operational Expenses6 (XX,XXX) Less: Non-Operational Expenses7 (XX,XXX) PROFIT BEFORE TAX XX,XXX Tax (XX,XXX) PROFIT AFTER TAX XX,XXX Partners’ remuneration and profit shares (XX,XXX) NET INCOME/(LOSS) XX,XXX 6 List the sub-categories of Operational Expenses (e.g. rent, utilities, wages, salaries, overhead costs, etc.) 7 List the sub-categories of Non- Operational Expenses (e.g. depreciation, research and development, etc.)

Page 19 of 18 Annexure 3 TABLE OF PENALTIES This Table of Penalties provides guidance on the manner that the Registrar will impose the penalties provided for under relevant provisions of the Limited Partnerships Act, 2003 and may be amended from time to time by the Registrar. In determining the level of non-compliance and the applicable penalty to be imposed on a limited partnership/partner as specified in the table of penalties, the Registrar has taken into consideration the nature and seriousness of the non-compliance by the limited partnership/partner. For purposes of this Annexure, the term “per day for continued non-compliance” means the penalty applicable per day, starting from the day following which the non-compliance was identified. Section 10 [Changes in registered particulars] Legal Provision Non-compliance Level of non-compliance Applicable penalty Section 10(1) Failure to file with the Registrar any changes (except for a change relating to the ceasing of a general partner) made in any particular contained in the statement filed under section 9(1) within 60 days of such change. (a) Notification not made to registered agent within 60 days (a) US$ 500 + US$ 25 per day for continued non￾compliance (capped at US$ 2,000) Section 10(2) Failure to file with the Registrar any changes relating to the ceasing of a general partner made in any particular contained in the statement filed under section 9(1) within 15 days of such change (a)Notification not made to registered agent within 15 days (a) US$ 500 + US$ 25 per day for continued non￾compliance (capped at US$ 3,000) Section 11 [Register of limited partnership interests] Legal Provision Non-compliance Level of non-compliance Applicable penalty Section 11(1) Failure to maintain the register at the registered office and failure to update within 21 days of any change in the particulars (a) No register maintained at registered office (b) Information on register not updated within 21 days (a) US$ 10,000 (b) US$ 1,000 + US$ 100 per day for continued non-compliance

Page 20 of 18 Section 11A [Duty to keep accounting records] Legal Provision Non-compliance Level of non-compliance Applicable penalty Section 11A(1) Failure to keep proper accounting records (a) Accounting records not being kept (b) Partly kept accounting records8 (a) US$ 10,000 (b) US$ 2,000 to US$10,000 Section 11A(3)(a) Failure to prepare and keep annual financial summary at registered office in Seychelles within 6 months from the end of the financial year (a) No financial summary being kept at the registered office (a) US$ 5,000 + US$ 100 per day for continued non-compliance Section 11A(3)(b) Failure to keep, on a bi￾annual basis, accounting records at the registered office in Seychelles (a) No accounting records being kept at the registered office on bi-annual basis (a) US$ 5,000 + US$ 100 per day for continued non-compliance Section 11A(3A) Failure to notify registered agent of change in the financial year (a) Registered agent not notified of change in financial year (a) US$ 300 Section 11A(4A) Failure to notify the registered agent in writing of the physical address of where the original accounting records are being kept (a) Notification not made to registered agent (a) US$ 500 + US$ 50 per day for continued non￾compliance Section 11A(4B) Failure to notify the registered agent in writing of a change in the physical address of the place at which its original accounting records are kept within 14 days of the change (a) Notification not made to registered agent (a) US$ 500 + US$ 50 per day for continued non￾compliance Section 11A(5) Failure to retain all accounting records for 7 years (a) Accounting records not retained for at least 7 years9 (a) US$ 2,000 to US$ 10,000 8 The level of penalty applicable will be on a case by case basis depending on the severity of non-compliance identified. For example, should most of the accounting records be available, then the penalty level would in the lower range. 9 The level of penalty applicable will be calculated on a case by case basis depending on whether the circumstances leading to the non-compliance are justifiable and to the satisfaction of the Authority.

Page 21 of 18 Section 26 [Preservation of Records] Legal Provision Non-compliance Level of non-compliance Applicable penalty Section 26(1) Failure by registered agent to preserve records for at least 7 years (a) Records not preserved by registered agent for at least 7 years10 (a) US$ 2,000 to US$ 10,000 Section 26(2) Failure by registered agent to hand over records to Registrar or any other person authorised by the Registrar (a) Records not handed over to Registrar or any other person authorised by the Registrar (a) US$ 2,000 to US$ 10,000 10 The level of penalty applicable will be calculated on a case by case basis depending on whether the circumstances leading to the non-compliance are justifiable and to the satisfaction of the Authority.

Page 22 of 18 Annexure 4 NOMINEE DECLARATION To: The Limited Partnership [ Insert Limited Partnership name & registration number ] (the “Limited Partnership”) [ Insert registered office address ] RE: Declaration Of Nominee Status And Nominator Information [ I / We ], [ insert nominee’s full name ], of [ insert address] hereby declare that [ I / we ] have been appointed on [ insert date of being entered in the register ] to act as a nominee partner in the limited partnership on behalf of [ insert nominator's full name ]. [My / Our ] particulars as nominee are as follows: *** complete (a) where the nominee is an individual: *** (a) (i) Name : [ insert name of nominee partner] (ii) (iii) Address: [ insert residential or service address ] The partnership interest held (if applicable): [ Insert details (if applicable) ] *** complete (b) where the nominee is a body corporate: *** (b) (i) Name: [ insert name of nominee partner] (ii) (iii) Registered Office Address: [ insert registered office address ] The partnership interest held (if applicable): [ Insert details (If applicable) ] The particulars of the nominator are as follows: *** complete (c), where the nominator is a natural person: *** (c) (i) Name: [ insert name ] (ii) Address: [ insert residential or service address ] (iii) Date of Birth: [ insert date of birth ] (iv) Nationality: [ insert nationality ] (v) National Identification Number or equivalent (if any): [ insert National Identification Number or equivalent (if any) ] *** complete (d), where the nominator is a body corporate: *** (d) (i) Name: [ insert name ] (ii) Registered Office Address: [ insert registered office address ] (iii) Incorporation/Registration Number: [ insert incorporation/registration number ] (iv) Date of Incorporation/Registration: [ insert date of incorporation/registration ] (v) Place of Incorporation/Registration: [insert jurisdiction of incorporation/registration]

Page 23 of 18 [ I am / We are ] cognizant that enforcement actions may be taken against [ me /us ] pursuant to section 11 (4B) of the Limited Partnerships Act, 2003, if it is found that [ I /we ] provided false, deceptive or misleading information in this declaration. *** complete (e), where the nominee is a natural person *** (e)

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Signature Name: [ insert name of nominee who is an individual ] *** complete (f), where the nominee is a body corporate*** (f) Signature: _______________________________ Name of Director / Authorised Signatory: _______________________________ For and on behalf of [ insert name of nominee who is a body corporate ]

Page 24 of 18 Annexure 5 NOTICE OF CHANGE OF NOMINATOR DETAILS To: The Limited Partnership [ Insert name of limited partnership & registration number ] (the “Limited Partnership”) [ Insert registered office address ] RE: Notice Of Change Of Nominator’s Details I/We, [ insert nominee's full name ], acting as nominee on behalf of [ insert nominator's full name ], hereby give notice of changes in the details of the nominator in respect of the partnership interests I/We hold in the limited partnership. Details of the change(s) to the nominator’s information are set out below: Previous Nominator Information: [ Insert all relevant previous details, such as name, address, etc. ] Updated Nominator Information: [ Insert updated details ] Effective Date of Change: [ Insert the date on which the change took effect ] Dated this [ ] day of [ ] Yours faithfully Signature: Name: [insert name of nominee] Signature: Name of Director / Authorised Signatory: For and on behalf of [ insert name of nominee who is a body corporate ]

Page 25 of 18 Annexure 6 NOTICE OF CESSATION AS NOMINEE PARTNER To: The Limited Partnership [ Insert limited partnership name & registration number ] (the “Limited Partnership”) [ Insert registered office address ] RE: Notice Of Cessation As Nominee Partner I/We, [Insert Nominee's Full Name], hereby give notice that I/We have ceased to hold legal title over partnership interests in the Limited Partnership on behalf of [Insert Nominator's Full Name] as of [Insert Date of Cessation]. Dated this [ ] day of [ ] Yours faithfully Signature: _________________________________ Name: [insert name of nominee] Signature: _______________________________ Name of Director / Authorised Signatory: _______________________________ For and on behalf of [ insert name of nominee who is a body corporate ]