Revised Laws of Saint Lucia (2021)

79.   Admission as a substituted international limited partner

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    (1)   An assignee has the right to become a substituted international limited partner if —

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      (a)     all the international partners except the assignor consent;

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      (b)     the assignor, being empowered by the articles gives the assignee that right; or

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      (c)     the articles condition the admission of the assignee on the prior approval of one or more international partners other than the assignor, and such approval is obtained.

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    (2)   An assignee becomes a substituted international limited partner upon the execution of the necessary amendment to the articles reflecting such admission or such later date as is specified in the amendment, provided that where the assignor's identity is specified in the memorandum such admission shall not become effective until the memorandum shall have been amended in accordance with section 16.

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    (3)   A substituted international limited partner has all the rights and powers which were possessed by the assignor and, subject to subsection (4), is subject to all the restrictions and liabilities to which the assignor was subject regardless of whether the substituted international limited partner had knowledge of those restrictions and liabilities at the time he became a substituted international limited partner and regardless of whether those restrictions and liabilities were ascertainable from the articles.

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    (4)   The substitution of an assignee as an international limited partner does not release the assignor from liability to the international limited partnership pursuant to section 77.

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    (5)   An assignee who does not become a substituted international limited partner has no right to require any information or account of the international limited partnership transactions or to inspect the international limited partnership books but is only entitled to receive the share of the profits or other compensation by way of income, or the return of contribution to which the assignor would otherwise be entitled.