Revised Laws of Saint Lucia (2021)

67.   Modifications of general law in case of limited partnership

  1.  

    (1)   A limited partner shall not take part in the management of the partnership business, and shall not have power to bind the firm:

    1.  

      (a)     provided that a limited partner may by his or her agent at any time inspect the books of the firm, and examine into the state and prospective partnership business, and advise the thereon;

    1.  

      (b)     if a limited partner takes part in the management of the partnership business, he or she shall be liable for all the debts and obligations of the firm incurred while he or she so takes part in the management, as though he or she were a general partner.

  1.  

    (2)   A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner, and the lunacy of a limited partner shall not be a ground for dissolution of the partnership by the Court unless the lunatic's share cannot be otherwise ascertained and realised.

  1.  

    (3)   In the event of a dissolution of a limited partnership its affairs shall be would up by the general partners unless the Court otherwise orders.

  1.  

    (4)   Subject to any agreement express or implied between the partners—

    1.  

      (a)     any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the general partners;

    1.  

      (b)     a limited partner may, with the consent of the general partners, assign his or her share in the partnership, and upon such an assignment the assignee shall become a limited partner with all the rights of the assignor;

    1.  

      (c)     the other partners shall not be entitled to dissolve the partnership by reason of any limited partner suffering his or her share to be charged for his or her separate debt;

    1.  

      (d)     a person may be introduced as a partner without the consent of the existing limited partners;

    1.  

      (e)     a limited partner shall not be entitled to dissolve the partnership by notice.