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Back to Revised Laws of Saint Lucia (2021)

Schedule

(Sections 9 and 15)

Rules for determining existence of an international partnership

In determining whether an international partnership does or does not exist, regard shall be had to the following rules —

(a) all circumstances surrounding the contract are to be considered and the true intent of the parties is to be ascertained from their agreement, words and conduct;

(b) joint tenancy, tenancy in common, joint property, common property or part ownership does not of itself create a partnership as to anything so held or owned, whether the tenants or owners do or do not share any profits made by the use thereof;

(c) the sharing of gross returns does not of itself create a partnership, whether the persons sharing such returns have or have not a joint or common right or interest in any property from which or from the use of which the returns are derived; and

(d) the receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but receipt of such a share, or of a payment contingent on or varying with the profits of a business, does not of itself make him a partner in the business; and

in particular —
1. (i) the receipt by a person of a debt or other liquidated amount by installments or otherwise out of the accruing profits of a business does not of itself make him a partner in the business or liable as such;
1. (ii) a contract for the remuneration of a servant or agent of a person engaged in a business by a share of the profits of the business does not of itself make the servant or agent a partner in the business or liable as such;
1. (iii) a person being the widow or child of a deceased partner, and receiving by way of annuity a portion of the profits made in the business in which the deceased person was a partner, is not by reason only of such receipt a partner in the business or liable as such;
1. (iv) the advance of money by way of loan to a person engaged or about to engage in any business on a contract in writing with that person, signed by or on behalf of all the parties thereto, that the lender shall receive a rate of interest varying with the profits arising from carrying on the business, does not of itself make the lender a partner with the person or persons carrying on the business or liable as such; and
1. (v) a person receiving by way of annuity or otherwise a portion of the profits of a business in consideration of the sale by him of the goodwill of the business is not by reason only of such receipt a partner in the business or liable as such.

CHAPTER 12.21
INTERNATIONAL PARTNERSHIP ACT

SUBSIDIARY LEGISLATION

List of Subsidiary Legislation

1.	International Partnership (Forms And Fees) Regulations – Section 114

International Partnership (Forms And Fees) Regulations – Section 114

(Statutory Instruments 43/2008, 75/2015 and 9/2017)

Statutory Instrument 43/2008 .. in force 15 July 2008

Amended by S.I. 75/2015 .. in force 17 August 2015 (Revoked by S.I. 9/2017)

Amended by S.I. 9/2017 .. in force 13 February 2017

ARRANGEMENT OF REGULATIONS

1.	Short title
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

INTERNATIONAL PARTNERSHIP (FORMS AND FEES) REGULATIONS – SECTION 114

Commencement 15 July 2008

1. Citation

These Regulations may be cited as the International Partnership (Forms and Fees) Regulations.

2. Interpretation

In these Regulations —

“Act” means the International Partnership Act.

3. Application for registration as an international partnership

Two or more persons applying to register an international partnership pursuant to section 8 or 14 of the Act, shall apply by causing the registered agent named in the articles to submit to the Registrar a registration form and a memorandum as prescribed in Forms 1 or 2 of Schedule 1, together with the annual registration fee prescribed in Schedule 2.

4. Certificate of registration for international general partnership

A certificate of international general partnership issued pursuant to section 9 of the Act shall be in the form prescribed in Form 3 of Schedule 1.

5. Certificate of international limited partnership

A certificate of international limited partnership issued pursuant to section 15 of the Act shall be in the form prescribed in Form 3 of Schedule 1.

6. Application to register amendment to memorandum

An application to register an amendment to the memorandum pursuant to section 10 or 16 of the Act shall be in the form prescribed in Form 4 of Schedule 1.

7. Application to register change of registered office or a change of registered agent

An application to register a change of registered office or a change of registered agent pursuant to section 10 or 16 of the Act shall be in the form prescribed in Form 5 of Schedule 1.

8. Application to reserve a name for future adoption

An application to reserve a name for future adoption pursuant to section 12 or 18 of the Act shall be in the form prescribed in Form of Schedule 1.

8A. Notice of failure to submit records

A notice of failure to submit records under section 86(8) of the Act shall be in the form set out in Form 6A of Schedule 1. (Inserted by S.I. 9/2017)

8B. Declaration of unaudited financial statement and record

A declaration of an unaudited financial statement and record under section 86(10) of the Act shall be in the form set out in Form 6B of Schedule 1. (Inserted by S.I. 9/2017)

8C. Declaration of failure to submit unaudited financial statement and declaration

A declaration of failure to submit an unaudited financial statement and declaration under section 86(12) of the Act shall be in the form set out in Form 6D of Schedule 1. (Inserted by S.I. 9/2017)

8D. Declaration of receipt of unaudited financial statement and declaration

A declaration of receipt of an unaudited financial statement and declaration under section 86(13) of the Act shall be in the form set out in Form 6C of Schedule 1. (Inserted by S.I. 9/2017)

8E. Register of contributions

A register of contributions under section 87(1) and (2) of the Act shall be in the form set out in Form 6B of Schedule 1. (Inserted by S.I. 9/2017)

8F. Declaration of receipt of register of contributions

A declaration of receipt of register of contributions under section 87(4) of the Act shall be in the form set out in Form 6B of Schedule 1. (Inserted by S.I. 9/2017)

8G. List of failure to file register of contributions

A list of failure to file a register of contributions under section 87(6) of the Act shall be in the form set out in Form 6C of Schedule 1. (Inserted by S.I. 9/2017)

9. Application to renew registration

In order to renew registration, an application in the form prescribed in Form 7 of Schedule 1 shall be submitted to the Registrar, upon payment of the annual registration fees payable pursuant to section 96 of the Act.

10. Application for certificate of good standing

In order to obtain a certificate of good standing pursuant to section 103 of the Act, an application in the form prescribed in Form of Schedule 1 shall be submitted to the Registrar.

11. Certificate of good standing

A certificate of good standing made pursuant to section 103 of the Act shall be in the form prescribed in Form 9 of Schedule 1.

12. Application to inspect the register

In order to inspect the register pursuant to section 104 of the Act, an application in the form prescribed in Form 10 of Schedule l shall be submitted to the Registrar.

13. Fees

The fees payable pursuant to sections 8, 9, 11, 12, 15, 16, 17,18, 96, 97, 98, 99, 100, 103, 104 and 105 of the Act are as prescribed in Schedule 2.

Schedule 1

FORM 1

(Regulation 3)

APPLICATION TO REGISTER INTERNATIONAL PARTNERSHIP

(International Partnership Act, Capl2.21: Section 8 or 14)

(To be completed in Duplicate)
(1) Name of International Partnership
(2) Type of International Partnership (General/Limited)
(3) Name of Registered Agent
(4) Address of Registered Agent
(5) Term of International Partnership
(6) Name and Address of General Partner (s)
a)
b)
c)
d)
I/We certify that the rules specified in the Act for creating an international partnership have been observed and that the pre-requisites in respect of registration have been complied with. I/We append herewith the Memorandum of International Partnership.
Signed by :
Registered Agent Date
I certify that this document was registered on this
day of ,

Registrar
International Partnerships

FORM 2

(Regulation 3)

(International Partnership Act, Cap. 12.21: Section 8 or 14)

MEMORANDUM OF INTERNATIONAL PARTNERSHIP


(Name of International Partnership)
A limited partnership must have the words “International Limited Partnership” or the letters 'ILP' as part of the name.
In a limited partnership this declaration statement must be included. 'Every partner of an international limited partnership that is named as an international general partner is an international limited partner.
(3) The Registered Agent of the International Partnership will be
(4) The Registered Office of the International Partnership will be located at the offices of {Name of Registered Agent}.
(5) Subject to any licensing or registration requirements, the International Partnership is established to engage in any act or activity that is not prohibited under any law for the time being in force in Saint Lucia.
(6) The International Partnership will not carry on —
(a) banking business;
(b) trust business;
(c) the business of insurance, reinsurance, insurance agent, insurance adjuster or insurance broker or any kind of insurance business;
(d) the business of registered agents;
(e) business with persons resident in Saint Lucia;
(7) The International Partnership will not own an interest in real property situate in Saint Lucia, other than a lease of property for use as an office from which to communicate with international partners or where books or records of the international partnership are prepared or maintained.
4 Partnerships can be formed to last for a term of years. have unlimited duration/endure for .......... years.
(9) The International Partnership may amend its Memorandum in the manner specified in its Articles.
We, for the
purpose of registering an International Partnership under the laws of Saint Lucia hereby subscribe our names to this Memorandum of the International Partnership.

Registered Agent	Date

FORM 3

(Regulation 4 or 5)

SAINT LUCIA

CERTIFICATE OF REGISTRATION

(International Partnership Act, Cap. 12.21: Section 9 or 15)


Name of International Partnership/Number of International Partnership
I, hereby certify that the above named was registered as a general/limited International Partnership on {date}.

Registrar
International Partnerships

FORM 4

(Regulation 6)

APPLICATION TO REGISTER AMENDMENT TO MEMORANDUM

(International Partnership Act, Cap.12.21: Section 10 or 16)

Name of International Partnership
Registration Number
I/We hereby
apply to register an amendment to the Memorandum of the International Partnership and append hereto the amendment to the Memorandum Articles of the International Partnership.
Signed by :
Registered Agent		Date
I certify that this document was registered on this
day of ,
........................................
Registrar
International Partnerships

FORM 5

(Regulation 7)

APPLICATION TO REGISTER CHANGE OF REGISTERED OFFICE/REGISTERED AGENT

(International Partnership Act, Cap. 12.21: Section 10 or 16)

Name of International Partnership
Former Registered Agent/Office
I/We hereby apply to register
an amendment to the Memorandum of the International Partnership, to enter as its registered office/registered agent and append hereto the amendment to Memorandum of the International Partnership.
I/We certify that the amendment has been effected as provided for under the Articles of the International Partnership.
Signed by :
Registered Agent		Date
I certify that this document was registered on this
day of ,
........................................
Registrar
International Partnerships

FORM 6

(Regulation 8)

APPLICATION TO RESERVE A NAME FOR FUTURE ADOPTION

(International Partnership Act, Cap. 12.21: Section 12 or 18)

Name of Applicant
Business
Address of Applicant
Telephone Nos.
Email address
Proposed Registered
Agent
PROPOSED NAME OF INTERNATIONAL PARTNERSHIP
I, hereby apply to reserve the name proposed above for adoption by an international partnership, for a period of *ninety days* from the date hereunder.

Applicant	Date
I certify that the proposed name has been reserved for a period of *90 days* commencing
Note: Reservation of this name will cease after the period stated. Reservation of a name does not imply acceptance in accordance with Section 11 or Section 17 of the Act. Applicants are reminded of the need to comply fully with the requirements of registration.
Dated this day of ,
........................................
Registrar
International Partnerships

FORM 6A

(Regulation 8A)

NOTICE

(Failure to submit Records)

(International Partnership Act: Section 86(8))

Name of International Partnership	Registration Number		Date of Request



The international partnerships listed above have failed to submit records and documents requested during the year ………..………………………, under section 86(8) of the International Partnership Act.

……………………………………………………………………		……………………………………………………………………
Name and signature of person making the request/Delegate		Date
I certify that this document was filed on		……………………………………………………………………
…………………………………………………………………..		Registrar
		International Partnership

(Inserted by S.I. 9/2017)

FORM 6B

(Regulations 8B, 8D, 8E and 8F)

ANNUAL PARTNERSHIP RETURN

(International Partnership Act: Sections 86(10) and 87(1) and (2))

Return for the year ending December 31, ……………………………
Name of partnership
Registration number
REGISTER OF CONTRIBUTIONS
CONTRIBUTOR DETAILS
Please list the details of partners at the return date and also the required details of any partners since the last return date or date of registration as applicable. If the partner is a company, please provide jurisdiction and registration particulars.
Name of partner	Address of partner	Nationality or Jurisdiction				Amount and date of contribution	Amount and date of return of contribution




Attached are unaudited financial statements for the year …………………………………………………..
I [state capacity] of (Name of international partnership) do certify that the contributor details presented above are accurate and true.
…………………………………………………………………..				…………………………………………………………………………..
Name and signature of representative				Date

The above return for the year ending December 31, ………………….. was received by
the registered agent at the date shown below.
…………………………………………………………………				…………………………………………………………………………..
Name and signature				Date
Registered Agent
Records
I (Director/Secretary) of (Name of international partnership) do solemnly and sincerely declare that the records of the partnership including underlying documentation required to be kept under the International Partnership Act will be retained for a period of six years.
SWORN TO at			)
on the ……………………………………. day of			)
………………………………………………… 20[ ]			)
			)
BEFORE ME:-			)
			)
……………………………………………………………….			)		……………………………………………………………………….
NOTARY ROYAL/JUSTICE			)		Declarant
OF THE PEACE			)
……………………………………………………………………….					………………………………………………………………………
Registered Agent					Date Received

(Inserted by S.I. 9/2017)

FORM 6C

RECEIPT OF REGISTER OF CONTRIBUTIONS WITH PENALTY AND DECLARATION

(International Partnership Act: Section 87(4))

Name of International Partnership		Registration Number
1.
2.
3.
4.
5.
(Attach additional pages where necessary)
I ……………………………………………………………………………………………………………., the registered agent do
solemnly and sincerely declare that the international partnerships listed above, which failed to submit the Register of Contributions for the year ending ……………………….. have now submitted under section 87(4) of the International Partnership Act and attach herewith the penalty.
SWORN TO at
on the ……………………………………… day of	)
………………………………………………….. 20[ ]	)
	)
BEFORE ME:-	)
	)
	)
……………………………………………………………	)	………………………………………………………………………
NOTARY ROYAL/JUSTICE	)	Declarant
OF THE PEACE
This document was filed on
…………………………………………………………………….		……………………………………………………………………….
		Registrar
		International Partnership

RECEIPT OF UNAUDITED FINANCIAL STATEMENTS
WITH PENALTY

(International Partnership Act: Section 86(13))

	Registration Number			Date Unaudited financial statements received
Name of International Partnership
1.
2.
3.
4.
5.
(Attach additional pages where necessary)
I …………………………………………………………………………………………………………….., the registered agent do
solemnly and sincerely declare that the international partnerships listed above, which failed to submit the Unaudited Financial Statements for the year ending ……………………………………………..
have now submitted under section 87(6) of the International
Partnership Act and attach herewith the penalty.
SWORN TO at
on the ……………………………………. day of		)
……………………………………………….. 20[ ]		)
		)
BEFORE ME:-		)
		)
		)
……………………………………………………….		)	………………………………………………………………….
NOTARY ROYAL/JUSTICE		)	Declarant
OF THE PEACE
This document was filed on
……………………………………………………………….			………………………………………………………………….
			Registrar
			International Partnership

(Inserted by S.I. 9/2017)

FORM 6D

(Regulations 8C and 8G)

LIST

(Failure to file register of contributions)

(International Partnership Act: Section 87(6))

Name of International Partnership		Registration Number
1.
2.
3.
4.
5.
(Attach additional pages where necessary)
The international partnerships listed above have failed to file the Register of Contributions as required under section 87(1) and (2) of the International Partnership Act.
…………………………………………………………………..		………………………………………………………………….
Name and signature		Date
Registered Agent
SWORN TO at
on the …………………………………… day of	)
………………………………………………. 20[ ]	)
	)
BEFORE ME:-	)
	)
	)
………………………………………………………..	)	………………………………………………………………….
NOTARY ROYAL/JUSTICE	)	Declarant
OF THE PEACE
This document was filed on
…………………………………………………………………..		………………………………………………………………….
		Registrar
		International Partnership

LIST

Failure to submit Unaudited Financial Statements

(International Partnership Act: Section 86(12))

International Partnership Information
Name of International Partnership		Registration Number
1.
2.
3.
4.
5.
(Attach additional pages where necessary)
I …………………………………………………………………………………………………………….., the registered agent do
solemnly and sincerely declare that the international partnership listed above, failed to submit the unaudited financial statements for the year ending ……………………………………………………………
SWORN TO at
on the …………………………………. day of	)
……………………………………………… 20[ ]	)

BEFORE ME:-	)
	)
	)
……………………………………………………….	)	……………………………………………………………….
NOTARY ROYAL/JUSTICE	)	Declarant
OF THE PEACE
This document was filed on
………………………………………………………………….		……………………………………………………………….
		Registrar
		International Partnership

(Inserted by S.I. 9/2017)

FORM 7

(Regulation 9)

APPLICATION TO RENEW REGISTRATION

(International Partnership Act, Cap. 12.21: Section 96)

Name of International Partnership Registration Number
1.
2.
3.
4.
5.
(Attach additional pages where necessary)
I/We, the Registered Agent of the International Partnerships listed above apply for renewal of the registration of the International Partnerships for the year ending 31 December, ...........

Registered Agent	Date
I certify that the above named International Partnerships have been renewed for the year ...........
........................................
Registrar
International Partnerships

FORM 8

(Regulation 10)

APPLICATION FOR CERTIFICATE OF GOOD STANDING

(International Partnership Act, Cap. 12.21: Section 103)

Name of International Partnership
Registration Number
Name of Applicant
Address of Applicant
Telephone Nos.
E-mail address

Applicant	Date
I certify that the certificate of good standing was issued on __________ day of _______________, _____.
........................................
Registrar
International Partnerships

FORM 9

(Regulation 11)

SAINT LUCIA

CERTIFICATE OF GOOD STANDING

(International Partnership Act, Cap. 12.21: Section 103)

Name of International Partnership/Number of International Partnership

I hereby certify that the above named International Partnership registered on {date}, is entered on the Register and that the international partnership has paid all fees and penalties due and payable under the Act.

I further certify that no proceedings to strike the name of the international partnership from the Register have been instituted.

Dated this day of ,

........................................

Registrar

International Partnerships

FORM 10

(Regulation 12)

APPLICATION TO INSPECT THE REGISTER

(International Partnership Act, Cap. 12.21: Section 104)

Name of Partnership
Registration Number
Name of Applicant
Address of Applicant
Telephone Nos.
Email address
hereby apply to inspect the register the above named partnership and request the Registrar to provide me with certified/uncertified extracts of the following:
Description of document



Signed by: Date
I certify that the documents requested were delivered on
day of , .
........................................
Registrar
International Partnerships

FORM 11

(Section 87(1) and (2))

INTERNATIONAL PARTNERSHIP REGISTER OF CONTRIBUTIONS
Name of partnership
Registration number
CONTRIBUTOR DETAILS
Please list the details of partners at the return date and also the required details of any partners since the last return date or date of registration as applicable. If the partner is a company, please provide jurisdiction and registration particulars.
Name of partner	Address of partner	Nationality or Jurisdiction	Amount and date of contribution	Amount and date of return




The above return for the year ending December 31, was received
by the registered agent at the date shown below.

Signature of registered agent

Date
(Inserted by S.I. 75/2015)

FORM 12

(Section 87(3)(b))

DEFAULT LIST OF INTERNATIONAL PARTNERSHIP
(Register of Contributions)
Name of international partnership	Registration number
1.
2.
3.
4.
5.
(attach additional pages where necessary)
I , the registered agent declare that the companies
(name of registered agent)
listed above are each in default of the requirement to submit the Register of Contributions for the year ending December 31, ...........

Signature of registered agent		Date
I, declare that this document was filed on
.

Registrar
International Partnerships
(Inserted by S.I. 75/2015)

FORM 13

(Section 87(4))

ADDITIONAL DEFAULT LIST OF INTERNATIONAL PARTNERSHIP
(Register of Contributions)
Name of international partnership	Registration number
1.
2.
3.
4.
5.
(attach additional pages where necessary)
I, the registered agent, hereby declare that
(name of registered agent)
each of the international partnerships listed above, which failed to submit the Register of Contributions for the year ending December 31,
has now submitted the register as required by section 87 of the Act and I attach herewith the penalty fee prescribed.

Signature of registered agent		Date

I, , declare that this document was filed on
.

Registrar
International Partnerships
(Inserted by S.I. 75/2015)

Schedule 2

(Regulation 13)

FEES

1. Annual Fee US$300
2. Registration Fee
(1) Where registration of an international partnership takes place between —
(a) the 1st day of January and the 31st day of March or on either of these dates, the registration fee payable at the time of registration shall be the annual fee;
(b) the 1st day of April and the 30th day of June or on either of these dates, the registration fee payable at the time of registration shall be the annual fee reduced by 25%;
(c) the 1st day of July and the 30th day of September or on either of these dates, the registration fee payable at the time of registration shall be the annual fee reduced by 50%;
(d) the 1st day of October and the 31st day of December or on either of these dates, the registration fee payable at the time of .......... shall be the annual fee reduced by 75%;
(2) The annual fee shall be paid on or before the 5th day of January in every year following the registration of the international partnership.
3. Registration of amendment to the memorandum	US$50
4. Inspection of register	US$50 per partnership
5. Certificate of Good Standing	US$50
6. Certified copies	US$50 per document set
7. Penalty for late payment of annual fee
(a) Within 30 days of due date of annual fee	US$50
(b) Over 30 days of due date of annual fee	US$150
8. For any other application or matter not prescribed	US$50