Revised Laws of Saint Lucia (2021)

77.   Liability of international limited partner to international limited partnership

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    (1)   An international limited partner is liable to the international limited partnership —

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      (a)     for the difference between his or her contribution as actually made and that stated in the articles as having been made; and

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      (b)     for any unpaid contribution which he agreed in the articles to make in the future at the time and on the conditions stated in the articles.

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    (2)   An international limited partner holds as trustee for the international limited partnership —

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      (a)     specific property stated in the articles as contributed by him or her but which was not contributed or which has been wrongfully returned; and

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      (b)     money or other property wrongfully paid or conveyed to him or her on account of his or her contribution.

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    (3)   The liabilities of an international limited partner as specified in this section can be waived or compromised only by the consent of all partners, but a waiver or compromise shall not affect the right of a creditor of an international limited partnership who extended credit or whose claim arose before an amendment of the articles to enforce such liabilities.

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    (4)   An international limited partner who receives any part of his or her contribution in violation of subsection (1) of section 76 and who knew at the time of the receipt that the withdrawal or reduction of this contribution violated subsection (1) of section 76 shall be liable to the international limited partnership for the amount of the withdrawal or reduction and an international limited partner who receives any part of his or her contribution in violation of subsection (1) of section 76 and who did not know at the time of the receipt that the withdrawal or reduction violated subsection (1) of section 76 shall not be liable for the amount of the distribution.

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    (5)   Subject to subsection (6), subsection (4) shall not affect any obligation or liability of an international limited partner pursuant to an international limited partnership agreement or other applicable law for the amount of the withdrawal or deduction received.

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    (6)   Unless otherwise agreed, an international limited partner who receives any part of his or her contribution from an international limited partnership shall have no liability pursuant to this Act or other applicable law for the amount received after the expiration of 3 years from the date of receipt.