Legislation: International Partnerships

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Regulations

International Partnership (Forms and Fees) Regulations

SAINT LUCIA

STATUTORY INSTRUMENT, 2008, No.

The Minister responsible for International Financial Services in the exercise of the powers conferred by section 114 of the International Partnership Act 2006, No. 23 makes these Regulations:

1. Short title

   These Regulations may be cited as the International Partnership (Forms and Fees) Regulations 2008.

2. Interpretation

   In these Regulations —

   "Act" means the International Partnership Act 2006, No. 23.

3. Application for registration as an international partnership

   Two or more persons applying to register an international partnership pursuant to section 8 or 14 of the Act, shall apply by causing the registered agent named in the articles to submit to the Registrar a registration form and a memorandum as prescribed in Form 1 or 2 of the First Schedule respectively, together with the annual registration fee prescribed in the Second Schedule.

4. Certificate of international general partnership

   A certificate of international general partnership issued pursuant to section 9 of the Act shall be in the form as prescribed in Form 3 of the First Schedule.

5. Certificate of international limited partnership

   A certificate of international limited partnership issued pursuant to section 15 of the Act shall be in the form as prescribed in Form 3 of the First Schedule.

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6. Application to register amendment to memorandum

   An application to register an amendment to the memorandum pursuant to section 10 or 16 of the Act shall be in the form prescribed in Form 4 of the First Schedule.

7. Application to register change of registered office or a change of registered agent

   An application to register a change of registered office or a change of registered agent pursuant to section 10 or 16 of the Act shall be in the form prescribed in Form 5 of the First Schedule.

8. Application to reserve a name for future adoption

   An application to reserve a name for future adoption pursuant to section 12 or 18 of the Act shall be in the form prescribed in Form 6 of the First Schedule.

9. Application to renew registration

   In order to renew registration, an application in the form prescribed in Form 7 of the First Schedule shall be submitted to the Registrar, upon payment of the annual registration fees payable pursuant to section 96 of the Act.

10. Application for certificate of good standing

    In order to obtain a certificate of good standing pursuant to section 103 of the Act an application in the form prescribed in Form 8 of the First Schedule shall be submitted to the Registrar.

11. Certificate of good standing

    A certificate of good standing made pursuant to section 103 of the Act shall be in the form prescribed in Form 9 of the First Schedule.

12. Application to inspect the register

    In order to inspect the register pursuant to section 104 of the Act, an application in the form prescribed in Form 10 of the First Schedule shall be submitted to the Registrar.

13. Fees

    The fees payable pursuant to sections 8, 9, 10, 11, 12, 15, 16, 17, 18, 96, 97, 98, 99, 100 103, 104 and 105 of the Act are as prescribed in the Second Schedule.

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FIRST SCHEDULE
FORM 1

APPLICATION TO REGISTER INTERNATIONAL PARTNERSHIP
(International Partnership Act 2006, No. 23 : Section 8 or 14)

(To be completed in Duplicate)

1. Name of International Partnership                            _____________________
2. Type of International Partnership (General/Limited)    ____________________
3. Name of Registered Agent                                        _____________________
4. Address of Registered Agent                                     _____________________
5. Term of International Partnership                             _____________________
6. Name and Address of General Partner (s)
   1. ___________________________________________
   2. ___________________________________________
   3. ___________________________________________
   4. ___________________________________________

I/We certify that the rules specified in the Act for creating an international partnership have been observed and that the pre-requisites in respect of registration have been complied with. I/We append herewith the Memorandum of International Partnership.

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I certify that this document was registered on this ______ day of _____________ ,________

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FIRST SCHEDULE
FORM 2

(International Partnership Act 2006   No. 23: Section 8 or 14)

MEMORANDUM OF INTERNATIONAL PARTNERSHIP OF

__________________________________________________
(Name of International Partnership)

1. The name of the International Partnership is ¹ ___________________________.
2. The international partnership will be a general/limited ² partnership. Every ³ partner of an international limited partnership that is named as an international general partner is an international limited partner.
3. The Registered Agent of the International Partnership will be _____________________________.
4. The Registered Office of the International Partnership will be located at the offices of {Name of Registered Agent}.
5. Subject to any licensing or registration requirements, the International Partnership is established to engage in any act or activity that is not prohibited under any law for the time being in force in Saint Lucia.
6. The International Partnership will not carry on:
   1. banking business;
   2. trust business;
   3. the business of insurance, reinsurance, insurance agent, insurance adjuster or insurance broker or any kind of insurance business;
   4. the business of registered agents;
   5. business with persons resident in Saint Lucia;
7. The International Partnership will not own an interest in real property situate in Saint Lucia, other than a lease of property for use as an office from which to communicate with international partners or where books or records of the international partnership are prepared or maintained.
8. The International Partnership shall have unlimited duration/endure for ⁴__ years.
9. The International Partnership may amend its Memorandum in the manner specified in its Articles.

We, __________________________________________ for the purpose of registering an International Partnership under the laws of Saint Lucia hereby subscribe our names to this Memorandum of the International Partnership.

______________________________

1. A limited partnership must have the words “International Limited Partnership” or the letters ‘ILP' as part of the name.
   
2. Partnership is either general or limited.
   
3. In a limited partnership this declaration statement must be included.
   
4. Partnerships can be formed to last for a term of years.

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FIRST SCHEDULE
FORM 3

SAINT LUCIA
CERTIFICATE OF REGISTRATION

(International Partnership Act 2006, No. 23 : Section 9 or 15)

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FIRST SCHEDULE
FORM 4

APPLICATION TO REGISTER AMENDMENT TO MEMORANDUM
(International Partnership Act 2006, No. 23 : Section 10 or 16)

Name of International Partnership

Registration Number

I/We _____________________ hereby apply to register an amendment to the Memorandum of the International Partnership and append hereto the amendment to the Memorandum Articles of the International Partnership.

I certify that this document was registered on this _____ day of _______________,______

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FIRST SCHEDULE
FORM 5

APPLICATION TO REGISTER CHANGE OF REGISTERED OFFICE/REGISTERED AGENT
(International Partnership Act 2006, No 23: Section 10 or 16)

Name of International Partnership

Former Registered

Agent/Office

I/We _____________________ hereby apply to register an amendment to the Memorandum of the International Partnership, to enter ____________________as its registered office/registered agent and append hereto the amendment to Memorandum of the International Partnership.

I/We certify that the amendment has been effected as provided for under the Articles of the International Partnership.

I certify that this document was registered on this __________ day of ________________________, _________

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FIRST SCHEDULE
FORM 6

APPLICATION TO RESERVE A NAME FOR FUTURE ADOPTION
(International Partnership Act 2006, No 23 : Section 12 or 18)

Name of Applicant

Business Address of Applicant

Telephone Nos.

Email address

Proposed Registered Agent

PROPOSED NAME OF INTERNATIONAL PARTNERSHIP

I, hereby apply to reserve the name proposed above for adoption by an international partnership, for a period of ninety days from the date hereunder.

I certify that the proposed name has been reserved for a period of ninety days commencing _______________

Note: Reservation of this name will cease after the period stated. Reservation of a name does not imply acceptance in accordance with Section 11 or Section 17 of the Act. Applicants are reminded of the need to comply fully with the requirements of registration.

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FIRST SCHEDULE
FORM 7

APPLICATION TO RENEW REGISTRATION
(International Partnership Act 2006, No. 23: Section 96)

Name of International Partnership Registration Number

1.

2.

3.

4.

5.

(Attach additional pages where necessary)

I/We, the Registered Agent of the International Partnerships listed above apply for renewal of the registration of the International Partnerships for the year ending 31 December, ___________.

I certify that the above named International Partnerships have been renewed for the year ___________.

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FIRST SCHEDULE
FORM 8

APPLICATION FOR CERTIFICATE OF GOOD STANDING
(International Partnership Act 2006, No 23: Section 103)

Name of International Partnership                ___________________

Registration Number                                     ___________________

Name of Applicant                                         ___________________

Address of Applicant                                     ___________________

Telephone Nos.                                            ___________________

E-mail address                                             ___________________

I certify that the certificate of good standing was issued on ____day of _______,________.

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FIRST SCHEDULE
FORM 9

SAINT LUCIA

CERTIFICATE OF GOOD STANDING
(International Partnership Act, 2006, No. 23 : Section 103)

I hereby certify that the above named International Partnership registered on {date}, is entered on the Register and that the international partnership has paid all fees and penalties due and payable under the Act.

I further certify that no proceedings to strike the name of the international partnership from the Register have been instituted.

Dated this ______ day of ______________________ ,________

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FIRST SCHEDULE
FORM 10

APPLICATION TO INSPECT THE REGISTER
(International Partnership Act 2006, No. 23: Section 104)

Name of Partnership

Registration Number

Name of Applicant

Address of Applicant

Telephone Nos.

Email address

hereby apply to inspect the register the above named partnership and request the Registrar to provide me with certified/uncertified extracts of the following:

Description of document:

Signed by : _____________________ Date ________

I certify that the documents requested were delivered on ____ day of

_______________________ ,_____

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SECOND SCHEDULE

FEES

1. Annual Fee ... US$300
2. Registration Fee
   1. Where registration of an international partnership takes place between -
      1. the 1st day of January and the 31st day of March or on either of these dates, the registration fee payable at the time of registration shall be the annual fee;
      2. the 1st day of April and the 30th day of June or on either of these dates, the registration fee payable at the time of registration shall be the annual fee reduced by twenty-five percent;
      3. the 1st day of July and the 30th day of September or on either of these dates, the registration fee payable at the time of registration shall be the annual fee reduced by fifty percent;
      4. the 1st day of October and the 31st day of December or on either of these dates, the registration fee payable at the time of shall be the annual fee reduced by seventy-five percent;
   2. The annual fee shall be paid on or before the 5th day of January in every year following the registration of the international partnership.
3. Registration of amendment to the memorandum ... US$50
4. Inspection of register ... US$50 per partnership
5. Certificate of Good Standing ... US$50
6. Certified copies ... US$50 per document set
7. Penalty for late payment of annual fee
   1. Within 30 days of due date of annual fee ... US$50
   2. Over 30 days of due date of annual fee ... US$150
8. For any other application or matter not prescribed ... US$50

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