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INTERNATIONAL PARTNERSHIP ACT
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PART 4 RELATIONS OF INTERNATIONAL PARTNERS TO PERSONS DEALING WITH THEM
2023 Laws not yet authenticated through a Commencement Order
Revised Laws of Saint Lucia (2023)
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PART 4
RELATIONS OF INTERNATIONAL PARTNERS TO PERSONS DEALING WITH THEM
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PART 4 RELATIONS OF INTERNATIONAL PARTNERS TO PERSONS DEALING WITH THEM
1. Short title
2. Interpretation
3. Application
4. Requirement for registration
5. Effect of failing to continue to satisfy requirements of registration
6. Registrar
7. Register
8. Procedure for forming an international general partnership
9. (Repealed by Act 14 of 2018)
10. Amendment of the memorandum and articles of international general partnership
11. Name
12. Reservation of name
13. Liability for false statements in memorandum
14. (Repealed by Act 14 of 2018)
15. (Repealed by Act 14 of 2018)
16. Amendment of the memorandum and articles of international limited partnership
17. Name
18. Reservation of name
19. Liability for false statements in memorandum
20. Relationships not international partnership
21. Restrictions on international partnerships
22. Nature of international partner's interest in international partnership
23. Nature of international partnership
24. Object of international partnership
25. Registered agent and registered office
26. Power of international partner to bind the international partnership
27. International partners bound by acts on behalf of international partnership
28. International partner using credit of international partnership for private purposes
29. Effect of notice that international partnership will not be bound by acts of international partner
30. Liability of international partners for debts and obligations
31. Liability of the international partnership for wrongs
32. Misapplication of money or property received for or in custody of the international partnership
33. Requirement for registration Liability of international partners for wrongs
34. Improper employment of trust property for international partnership
35. Persons liable by “holding out”
36. Admissions and representations of international partners
37. Notice to acting international partner to be notice to the international partnership
38. Liabilities of incoming and outgoing international partners
39. Revocation of continuing guarantee by change in international partnership
40. Variation by consent of terms of international partnership
41. International partnership property
42. Property bought with international partnership money
43. International partnership property treated as personal or movable estate
44. Procedure against international partnership property for an international partner's separate judgment debt
45. Rules as to interests and duties of international partners subject to special agreement
46. Expulsion of international partner
47. Retirement from international partnership at will
48. Continuance of old terms presumed
49. Duty of international partners to render accounts, etc.
50. Accountability of international partners for private profits
51. Duty of international partner not to compete with international partnership
52. Rights of assignee of share in international partnership
53. Dissolution by expiration or notice
54. Dissolution by bankruptcy, death or charge
55. Dissolution by illegality
56. Dissolution by the court
57. Rights of persons dealing with international partnership against apparent international partners of international partnership
58. Right of international partners to notify dissolution
59. Continuing authority of international partners for purposes of winding-up
60. Rights of international partners as to application of international partnership property
61. Apportionment of premium where international partnership prematurely dissolved
62. Rights where international partnership dissolved for fraud or misrepresentation
63. Right of outgoing international partner in certain cases to share profits made after dissolution
64. Retiring or deceased international partner's share to be a debt
65. Rule for distribution of assets on final settlement of accounts
66. Contribution
67. Liability of international limited partner to third parties
68. Admission of additional international limited partners
69. Rights, powers and liabilities of an international general partner
70. Rights of an international limited partner
71. Status of person erroneously believing himself or herself to be an international limited partner
72. One person both international general and international limited partner
73. Loans and other business transactions with international limited partner
74. Relation of international limited partners inter se
75. Compensation of international limited partner
76. Withdrawal or reduction of international limited partner's contribution
77. Liability of international limited partner to international limited partnership
78. Assignment of international limited partner's interest
79. Admission as a substituted international limited partner
80. Effect of retirement, death, incapacity or bankruptcy of an international general partner
81. Death of international limited partner
82. Rights of creditors of international limited partner
83. Distribution of assets
84. Service of notice on international partners
85. Service of process, etc., on international limited partnership
86. Records
87. Register of contributions
88. Registered agent desiring to resign
89. Powers of international general partners in the event of dissolution
90. Duties of liquidator
91. Powers of liquidator
92. Procedure on winding-up and dissolution
93. Rescission of dissolution
94. Winding-up and dissolution of international limited partnership unable to pay claims, etc.
95. Winding-up where dissolution ordered by the court
96. Annual registration fees
97. Fees generally
98. International partnership struck off liable for fees, etc.
99. Recovery of penalties
100. Fees payable to registrar
101. Exemptions from tax, etc.
102. Form of certificate
103. Certificate of good standing
104. Inspection and copies of documents
105. Appointment and duties of inspector
106. Minister's power to require production of documents
107. Privileged information
108. Provision for security of information obtained
109. Declaration by the court
110. Application of international business companies act
111. Judge in chambers
112. Time for prosecution
113. General penalty
114. Regulations
Schedule
ACT
PART 1 PRELIMINARY
1. Short title
2. Interpretation
3. Application
PART 2 REGISTRATION
4. Requirement for registration
5. Effect of failing to continue to satisfy requirements of registration
6. Registrar
7. Register
8. Procedure for forming an international general partnership
9. (Repealed by Act 14 of 2018)
10. Amendment of the memorandum and articles of international general partnership
11. Name
12. Reservation of name
13. Liability for false statements in memorandum
14. (Repealed by Act 14 of 2018)
15. (Repealed by Act 14 of 2018)
16. Amendment of the memorandum and articles of international limited partnership
17. Name
18. Reservation of name
19. Liability for false statements in memorandum
PART 3 NATURE OF INTERNATIONAL PARTNERSHIP
20. Relationships not international partnership
21. Restrictions on international partnerships
23. Nature of international partnership
24. Object of international partnership
25. Registered agent and registered office
26. Power of international partner to bind the international partnership
27. International partners bound by acts on behalf of international partnership
28. International partner using credit of international partnership for private purposes
29. Effect of notice that international partnership will not be bound by acts of international partner
30. Liability of international partners for debts and obligations
31. Liability of the international partnership for wrongs
32. Misapplication of money or property received for or in custody of the international partnership
33. Requirement for registration Liability of international partners for wrongs
34. Improper employment of trust property for international partnership
35. Persons liable by “holding out”
36. Admissions and representations of international partners
37. Notice to acting international partner to be notice to the international partnership
38. Liabilities of incoming and outgoing international partners
39. Revocation of continuing guarantee by change in international partnership
PART 5 RELATIONS OF INTERNATIONAL PARTNERS TO ONE ANOTHER
40. Variation by consent of terms of international partnership
41. International partnership property
42. Property bought with international partnership money
43. International partnership property treated as personal or movable estate
45. Rules as to interests and duties of international partners subject to special agreement
46. Expulsion of international partner
47. Retirement from international partnership at will
48. Continuance of old terms presumed
49. Duty of international partners to render accounts, etc.
50. Accountability of international partners for private profits
51. Duty of international partner not to compete with international partnership
52. Rights of assignee of share in international partnership
PART 6 DISSOLUTION OF INTERNATIONAL PARTNERSHIP AND ITS CONSEQUENCES
53. Dissolution by expiration or notice
54. Dissolution by bankruptcy, death or charge
55. Dissolution by illegality
56. Dissolution by the court
57. Rights of persons dealing with international partnership against apparent international partners of international partnership
58. Right of international partners to notify dissolution
59. Continuing authority of international partners for purposes of winding-up
60. Rights of international partners as to application of international partnership property
61. Apportionment of premium where international partnership prematurely dissolved
62. Rights where international partnership dissolved for fraud or misrepresentation
63. Right of outgoing international partner in certain cases to share profits made after dissolution
65. Rule for distribution of assets on final settlement of accounts
PART 7 INTERNATIONAL LIMITED PARTNERSHIP
66. Contribution
67. Liability of international limited partner to third parties
68. Admission of additional international limited partners
69. Rights, powers and liabilities of an international general partner
70. Rights of an international limited partner
71. Status of person erroneously believing himself or herself to be an international limited partner
72. One person both international general and international limited partner
73. Loans and other business transactions with international limited partner
74. Relation of international limited partners inter se
75. Compensation of international limited partner
77. Liability of international limited partner to international limited partnership
79. Admission as a substituted international limited partner
80. Effect of retirement, death, incapacity or bankruptcy of an international general partner
81. Death of international limited partner
82. Rights of creditors of international limited partner
83. Distribution of assets
84. Service of notice on international partners
85. Service of process, etc., on international limited partnership
86. Records
87. Register of contributions
88. Registered agent desiring to resign
89. Powers of international general partners in the event of dissolution
90. Duties of liquidator
91. Powers of liquidator
92. Procedure on winding-up and dissolution
93. Rescission of dissolution
94. Winding-up and dissolution of international limited partnership unable to pay claims, etc.
95. Winding-up where dissolution ordered by the court
PART 8 MISCELLANEOUS
96. Annual registration fees
97. Fees generally
98. International partnership struck off liable for fees, etc.
99. Recovery of penalties
100. Fees payable to registrar
101. Exemptions from tax, etc.
102. Form of certificate
103. Certificate of good standing
104. Inspection and copies of documents
105. Appointment and duties of inspector
107. Privileged information
108. Provision for security of information obtained
109. Declaration by the court
110. Application of international business companies act
111. Judge in chambers
112. Time for prosecution
113. General penalty
114. Regulations
Schedule
SUBSIDIARY LEGISLATION
International Partnership (Forms And Fees) Regulations – Section 114 (Statutory Instruments 43/2008, 75/2015 and 9/2017)
1. Citation
2. Interpretation
3. Application for registration as an international partnership
4. Certificate of registration for international general partnership
5. Certificate of international limited partnership
6. Application to register amendment to memorandum
7. Application to register change of registered office or a change of registered agent
8. Application to reserve a name for future adoption
8A. Notice of failure to submit records
8B. Declaration of unaudited financial statement and record
8C. Declaration of failure to submit unaudited financial statement and declaration
8D. Declaration of receipt of unaudited financial statement and declaration
8E. Register of contributions
8F. Declaration of receipt of register of contributions
8G. List of failure to file register of contributions
9. Application to renew registration
10. Application for certificate of good standing
11. Certificate of good standing
12. Application to inspect the register
13. Fees
Schedule 1
Schedule 2