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INTERNATIONAL PARTNERSHIP ACT
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17.   Name

Revised Laws of Saint Lucia (2022)

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17.   Name

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    (1)   The name of each international limited partnership formed pursuant to this Act shall have at its end the words “International Limited Partnership” or the abbreviation “I.L.P.”

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    (2)   The name of an international limited partner shall not appear in the name of an international limited partnership unless —

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      (a)     it is also the name of an international general partner; or

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      (b)     prior to the time when the international limited partner became an international limited partner the business had been carried on pursuant to a name in which the name of the international limited partner appeared.

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    (3)   An international limited partner whose name appears in the name of an international limited partnership contrary to the provisions of subsection (2) is liable as an international general partner to the creditors of the international limited partnership who extend credit to the international limited partnership without actual knowledge that he or she is not an international general partner.

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    (4)   An international limited partnership shall not be formed pursuant to this Act —

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      (a)     under a name that is identical with that of —

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        (i)     another international partnership in existence pursuant to this Act; or

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        (ii)     a partnership in existence pursuant to the Commercial Code;

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        (iii)     an international business company pursuant to the International Business Companies Act; or

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        (iv)     company in existence pursuant to the Companies Act; or

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      (b)     under a name that so nearly resembles the name of an international partnership, partnership, international business company or company referred to in paragraph (a) as to be calculated to deceive except where the international partnership, partnership, international business company or company in existence gives its consent; or

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      (c)     except with the approval in writing of the Registrar, under a name that contains the words “Assurance”, “Bank”, “Chartered”, “Co-operative”, “Imperial”, “Insurance”, “Municipal”, “Royal”, “Trust”, “Trustee” or a word or abbreviation conveying a similar meaning, or any other word or abbreviation that in the opinion of the Registrar suggests or is calculated to suggest —

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        (i)     the patronage of Her Majesty or that of a member of the Royal Family;

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        (ii)     a connection with Her Majesty's Government or a department thereof; or

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        (iii)     a connection with a municipality or other local authority or with a society or body incorporated by Royal Charter.

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    (5)   If an international limited partnership is formed contrary to subsection (4) the Registrar may without the consent of the international limited partnership in existence give notice to the last registered international limited partnership to change its name and if it fails to do so within 60 days from the date of the notice, the Registrar shall amend the memorandum to change its name to such name as the Registrar deems appropriate and the Registrar shall publish notice of the change in the Gazette.

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    (6)   An international limited partnership may amend its memorandum to change its name.

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    (7)   Subject to subsections (4) and (5) where an international limited partnership changes its name, the Registrar shall enter the new name on the Register and upon payment of the prescribed fee shall issue a certificate of amendment which shall specified particulars of the amendment.

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    (8)   A change of name does not affect any right or obligation of an international limited partnership or render defective any legal proceedings by or against an international limited partnership, and all legal proceedings that have been commenced against an international limited partnership in its former name may be continued against it in its new name.

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