Revised Laws of Saint Lucia (2022)

67.   Liability of international limited partner to third parties

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   (1)   An international limited partner is not liable for the obligations of an international limited partnership unless he or she is also an international general partner or, in addition to the exercise of his or her rights and powers as an international limited partner, he or she participates in the control of the international limited partnership business and if the international limited partner participates in the control of international limited partnership business, he or she is liable only to persons who transact business with the international limited partnership reasonably believing based upon the international limited partner's conduct that the international limited partner is an international general partner.

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   (2)   An international limited partner shall not be deemed to participate in the control of the international limited partnership business within the meaning of subsection (1) by reason only of the international limited partner having the power or capacity, or acting as having the power or capacity —

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      (a)     to be an independent contractor for or to transact business with, including being a contractor for, or to be an agent or employee of, the international limited partnership or an international general partner, or to be an international limited partner of a partnership that is an international general partner of the international limited partnership, to be a trustee, administrator, executor, custodian or other fiduciary or beneficiary of an estate or trust which is an international general partner, or to be a trustee, officer, advisor, stockholder or beneficiary of a business trust which is an international general partner to be a member, manager agent or employee of a limited liability company which is an international general partner;

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      (b)     to consult with or advise an international general partner with respect to any matter, including the business of the international limited partnership;

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      (c)     to act as surety, guarantor or endorser for the international limited partnership or an international general partner, to guarantee or assume one or more obligations of the international limited partnership or an international general partner, to borrow money from the international limited partnership or an international general partner, to lend money to the international limited partnership or an international general partner or to provide collateral for the international limited partnership or an international general partner;

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      (d)     to call, request, or attend or participate at a meeting of the partners or the international limited partners;

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      (e)     to wind up an international limited partnership pursuant to this Act;

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      (f)     to take any action required or permitted by law to bring, pursue or settle or otherwise terminate a derivative action in the right of the limited partnership;

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      (g)     to serve on a committee of the international limited partnership or the international limited partners or to appoint, elect or otherwise participate in the choice of a representative or another person to serve on any such committee, and to act as a member of any such committee directly or by or through any such representative or other person;

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      (h)     to act or cause the taking or refraining from the taking of any action including by proposing, approving, consenting or disapproving by voting or otherwise, with respect to one or more of the following matters —

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         (i)     the dissolution and winding up of the international limited partnership or an election to continue the international limited partnership or an election to continue the business of the international limited partnership;

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         (ii)     the sale, exchange, lease, mortgage, assignment, pledge or other transfer of, or granting of a security interest in, any asset or assets of the international limited partnership;

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         (iii)     the incurrence, renewal, refinancing or payment or other discharge of indebtedness by the international limited partnership;

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         (iv)     a change in the nature of the business;

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         (v)     the admission, removal or retention of an international general partner;

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         (vi)     the admission, removal or retention of an international limited partner;

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         (vii)     a transaction or other matter involving an actual or potential conflict of interest;

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         (viii)     an amendment to the memorandum or articles of partnership;

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         (ix)     the merger or consolidation of an international limited partnership;

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         (x)     the making of or calling for or the making of other determinations in connection with contributions;

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         (xi)     the indemnification of any partner or other person; or

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         (xii)     such other matters as are stated in the memorandum of partnership or in any written agreement;

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      (i)     to —

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         (i)     serve on the board of directors or a committee of;

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         (ii)     consult with or advise;

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         (iii)     be an officer, director, stockholder, partner other than a general partner;

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      of the international limited partnership;

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      (j)     to be a member, manager, trustee, agent or employee of, or to be a fiduciary or contractor for, any person in which the international limited partnership has an interest or any person providing management, consulting, advisory, custody or other services or products for, to or on behalf of, or otherwise having a business or other relationship with, the international limited partnership or a general partner of the limited partnership; or

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      (k)     granted or permitted to international limited partners pursuant to this Act and not specifically enumerated in this subsection.

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   (3)   Subsection (2) shall not be construed as exclusive or as indicating that any other powers possessed or exercised or any other capacities held or acted in by an international limited partner shall be sufficient to cause the international limited partner to be deemed to take part in the control of the partnership business within the meaning of subsection (1).

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   (4)   This section does not create rights or powers of international limited partners, such rights and powers may be created only by the memorandum and articles, a partnership agreement or any other agreement or in writing, or by other sections of this Act.

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   (5)   An international limited partner shall not be deemed to participate in the control of the international limited partnership business within the meaning of subsection (1) by reason of the international limited partner —

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      (a)     possessing any one or more of the rights or powers specified in subsection (2)     regardless of the nature, extent, scope, or frequency of his or her possession of the rights or powers; or

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      (b)     exercising or attempting to exercise one or more of the rights or powers specified in subsection (2) regardless of whether he or she possesses the rights or powers; or

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      (c)     holding or acting or attempting to act in one or more of the capacities specified in subsection (2)     regardless of whether he or she has the right or power to hold or act in those capacities.