Revised Laws of Saint Lucia (2021)

92.   Procedure on winding-up and dissolution

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    (1)   The genera] partners of an international limited partnership required or proposing pursuant to this Act to wind-up and dissolve shall approve a plan of dissolution containing —

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      (a)     a statement of the reason for the winding-up and dissolution;

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      (b)     a statement that the international limited partnership is, and will continue to be, able to discharge or pay or provide for the payment of all claims, debts, liabilities and obligations in full;

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      (c)     a statement that the winding-up will commence on the date when articles of dissolution are submitted to the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of dissolution;

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      (d)     a statement of the estimated time required to wind-up and dissolve the international limited partnership;

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      (e)     a statement as to whether the liquidator is authorized to carry on the business of the international limited partnership if the liquidator determines that to do so would be necessary or in the best interests of the international limited partnership or creditors;

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      (f)     a statement of the name and address of each person to be appointed a liquidator and the remuneration proposed to be paid to each liquidator; and

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      (g)     a statement as to whether the liquidator is required to send to all international partners a statement of account prepared or caused to be prepared by the liquidator in respect of his actions or transactions.

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    (2)   After approval of the plan of dissolution, articles of dissolution shall be executed by the international limited partnership and shall contain —

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      (a)     the plan of dissolution; and

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      (b)     the manner in which the plan of dissolution was authorised.

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    (3)   The international general partners of an international limited partnership shall submit articles of dissolution to the Registrar who shall retain and register them and within 30 days immediately following the date on which the articles of dissolution are submitted to the Registrar, the international general partners of the international limited partnership shall cause to be published, in the Gazette and in a newspaper of general and at least weekly circulation in Saint Lucia, a notice stating —

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      (a)     that the international limited partnership is in dissolution;

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      (b)     the date of commencement of the dissolution; and

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      (c)     the names and addresses of the liquidators.

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    (4)   A winding-up and dissolution of an international limited partnership commences on the date the articles of dissolution are registered by the Registrar, or on a subsequent date, not exceeding 30 days as is stated in the articles of dissolution.

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    (5)   A liquidator shall upon completion of a winding-up and dissolution submit to the Registrar a statement that the winding-up and dissolution has been completed in accordance with this Act and upon receiving the notice, the Registrar shall —

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      (a)     strike the international limited partnership off the Register; and

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      (b)     issue a certificate of dissolution pursuant to the Registrar's hand and seal certifying that the international limited partnership has been dissolved.

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    (6)   Where the Registrar issues a certificate of dissolution pursuant to the Registrar's hand and seal certifying that the international limited partnership has been dissolved —

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      (a)     the certificate is prima facie evidence of compliance with all requirements of this Act in respect of dissolution; and

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      (b)     the dissolution of the international limited partnership is effective from the date of issue of the certificate.

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    (7)   Immediately following the issue by the Registrar of a certificate of dissolution pursuant to subsection (5), the liquidator shall cause to be published in the Gazette and in a newspaper and at least a general circulation in Saint Lucia a notice that the international limited partnership has been dissolved and has been struck off the Register.

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    (8)   An international general partner of an international limited partnership that contravenes subsection (3) commits an offence and is liable, on summary conviction, to a fine not exceeding $500.