St. Kitts’ Limited Partnership Act was enacted in 1996. It is a comprehensive piece of legislation that encompasses the formation and functions of limited partnerships.
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St. Kitts’ Limited Partnership Act, enacted in 1996, governs the formation and establishment of limited partnerships, the rights and obligations of partners, the winding up of limited partnerships, prospectuses, investigations, and the office of the registrar, among others.
The Federation of Saint Kitts and Nevis (also known as the Federation of Saint Christopher and Nevis), is located in the Leeward Islands, in the West Indies. It is the smallest nation in the Americas, in both area and population.
According to Article 4 of the Act, any two or more persons may form a limited partnership. At least one person must be a general partner, and at least one other person must act as a limited partner. A corporation may be a general or a limited partner and a person may be a general partner as well as a limited partner at the same time in the same limited partnership.
The general partners, or someone acting on their behalf, must make a declaration to the Registrar, who will then register the partnership. Under Article 5(2), the declaration must state the following:
(a) the name by which the limited partnership is to be referred;
(b) the term, if any, for which the limited partnership is to exist or, if for unlimited duration, a statement to that effect; and
(c) the full name and address of each general partner who is an individual or, in the case of a body corporate, its full name, the place where it is incorporated and the address of its registered or principal office.
The Registrar will issue a certificate of registration, which provides a definitive record of the partnership’s registration. The name of such a company ends with the words ‘Limited Partnership’ or with the initials ‘L.P.’
A general partner’s powers are limited, in the sense that written consent or ratification by all limited partners is required in order for a general partner to:
(a) do an act which makes it impossible to carry on the activities of the partnership;
(b) possess limited partnership property, or dispose of any rights in partnership property, for other than a partnership purpose; or
(c) admit a person as a general partner or admit a person as a limited partner unless the right to do so is given in the partnership agreement.
Any debt or obligation incurred by a general partner in the conduct of the activities of a limited partnership is a debt or obligation of the limited partnership.
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Ira Piltz, Greenpoint Technologies