INTERNATIONAL PARTNERSHIP AND LIMITED PARTNERSHIP
The International Partnership and Limited Partnership Act 1998 provides for exempt International Partnerships and Limited Partnerships.
An international or limited partnership is defined as being registered under the Act and in respect of which:-
- all partners are at all times non-residents of Samoa; and
- the partnership does not carry on business or engage in a trade in Samoa; and
- one of the partners or limited partner of the limited partnership is either an international company, registered foreign company or a licensed trustee company.
An international or limited partnership may be formed for any lawful purpose to be undertaken in or from within Samoa subject to provisions of the Act and the partnership agreement.
Every international or limited partnership must have a firm name which may include the name of any partner or any derivation thereof. The firm name must not be misleading or similar to a name of any other entity licensed in Samoa or elsewhere. A limited partnership is however required to include at the end of the firm name the word “Limited Partnership” or the letters “L.P.”
Every partnership is required to have a registered office in Samoa, which must be the office of a trustee company.
Application for registration of an international or limited partnership is made to the Registrar through a trustee company in the prescribed form, accompanied by the prescribed fee and a certificate by the trustee company confirming that:-
- one of the partners of the limited partnership is either:
- an international company; or
- a foreign company; or
- a trustee company; and
- each partner is a non-resident.
For a limited partnership the trustee company must certify that upon registration it will consist of at least one general and one limited partner.
On registration of a limited partnership and before it commences business a certificate completed and signed by a general partner may be filed with the Registrar containing the following particulars:-
the firm name;
- names and addresses of all the partners distinguishing general from the limited partners;
- capital contribution of each limited partner;
- the general nature of the business to be transacted;
- the principal place of business;
- the term for which the limited partnership is entered into or if for an unlimited duration, a statement to that effect and the date of its commencement.
The filing of a certified true copy of the partnership agreement with the Registrar is optional.
Constitution of International & Limited Partnership
An international partnership is constituted by partners who are jointly and severally liable in their personal capacity for the partnership debts.
A limited partnership must consist of one or more general partners, who will be personally liable for all the debts and obligations of the partnership and one or more limited partners, whose liability for the debts and obligations of the partnership is limited to the amount contributed as capital to the partnership. A general partner may also take an interest in the same firm as a limited partner.
In addition to the Act the laws of Samoa including the Partnership Act 1975 and English common law applies to international partnerships except where there are inconsistencies.
The Act modifies the Laws of Partnership in the case of Limited Partnerships. It provides that a limited partner should not take part in the management of the business of a limited partnership. If a limited partner elects to take part in the management of the business in its dealings with people outside the partnership, then that limited partner will be liable, in the event of it being insolvent, for all its debts and obligations incurred during the period of his participation in the management of the business.
Every partnership, except long term partnerships registered under section 34 of the Act, shall pay to the Registrar on the 30th day of June of each year, following the year of first registration, such annual renewal fee as may be prescribed.
Long Term International Partnership and Long Term Limited Partnership
The Act allows for registration of long term international and long term limited partnerships upon payment of the prescribed long term registration fees and renewal fees to the Registrar.
An international partnership or limited partnership may convert to a long term international or long term limited partnership upon payment of prescribed fees.
Privileges and Exemptions
Registered international and limited partnerships are exempt from all local taxation, duties, or requirements to file any returns, accounts or reports. All business transactions by such partnerships are exempted from all taxation, stamp duties or any currency or exchange control restrictions and no foreign exchange levy shall be imposed.
It is an offence under the Act to divulge or communicate any information relating to the establishment, constitution, business undertaking or affairs of an international partnership or limited partnership.
In a limited partnership, the affairs of the firm can only be wound up by the general partners. A notice of dissolution in the prescribed form signed by a general partner must be filed with the Registrar before the firm can be dissolved. A partner or creditor may apply to Court for the dissolution of any limited partnership and the Court may make such orders and give such directions for the winding up of its affairs as may be just and equitable.
Certain circumstances including the death, insanity, retirement, bankruptcy or commencement of liquidation proceedings of the sole or remaining general partner will cause immediate dissolution of the limited partnership in accordance with provisions of the partnership agreement or court orders.