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Saint Kitts: Types of Company

Limited Partnership

At least one general and one limited partner are needed to form a limited partnership, under the Companies Act, 1996. The law allows a corporation to be a general or limited partner and permits one person to be simultaneously a general as well as a limited partner in the same limited partnership.

Registration is a simple process of drawing up a declaration of formation of the limited partnership and delivering the document to the Registrar of Limited Partnerships accompanied by a USD200 registration fee. The declaration, signed only by general partners, requires the name of the firm, term (if any) for which it is to exist (or, if for unlimited duration, a statement to that effect) and the general partner's names and addresses. The ongoing annual registration fee is USD100.

Contributions of a limited partnership to the firm may be in money (expressed in any currency), other property, and services. A limited partner is not liable for the firm's debts and obligations unless he participates in the management of the partnership, which is the function of general partners. However limited partners have the right to vote on a number of matters affecting the partnership without losing their limited status. Divestiture of a limited partner's interest in the partnership requires consent of all members.

A limited partnership's name must end with the words "limited partnership" or its abbreviation (LP) and may only contain the name of general partners. The firm must maintain an office in the Federation, where a register of limited partners must be kept. Legal proceedings by or against a limited partnership may only identify a general partner as the instigator or target of the action. Accurate accounts reflecting the partnership's financial position must be kept but auditing is not required. Records can be kept in electronic form. A limited partnership may invite the public to acquire units of the partnership's assets after a prospectus has been approved by the Minister of Finance.

If general partners drop out of the firm for any reason, the firm must be dissolved unless limited partners elect one or more general partners. The firm can be continued under the existing agreement or a subsequent agreement.



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