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2023 Laws not yet authenticated through a Commencement Order

Revised Laws of Saint Lucia (2023)

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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.

5. Certificate of international limited partnership

2. Interpretation

4. Requirement for registration

5. Effect of failing to continue to satisfy requirements of registration

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 (Repealed by Act 14 of 2018)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

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 (Repealed by Act 14 of 2018)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 (Repealed by Act 14 of 2018)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

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

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

PART 1 PRELIMINARY

2. Interpretation

PART 2 REGISTRATION

4. Requirement for registration

5. Effect of failing to continue to satisfy requirements of registration

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

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

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

PART 4 RELATIONS OF INTERNATIONAL PARTNERS TO PERSONS DEALING WITH THEM

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

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

SUBSIDIARY LEGISLATION

International Partnership (Forms And Fees) Regulations – Section 114 (Statutory Instruments 43/2008, 75/2015 and 9/2017)

2. Interpretation

3. Application for registration as an international partnership

4. Certificate of registration for international general 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