Revised Laws of Saint Lucia (2021)

93.   Alteration of authorised capital

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    (1)   A society may, by special resolution, amend its by-laws to increase or decrease its capital and, for that purpose, may—

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      (a)     subdivide any shares;

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      (b)     consolidate shares into shares of a larger par value, but the par value of consolidated shares must not be greater than $100;

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      (c)     cancel any shares that at the date of registration of the by-laws, have not been subscribed for or agreed to be issued and diminish the amount of its capital by the amount of the par value of the shares so cancelled;

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      (d)     extinguish or reduce the liability on any of its shares with respect to capital not paid up;

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      (e)     with or without extinguishing or reducing liability on any of its shares, cancel any paid up capital that is lost or unrepresented by available assets; and

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      (f)     with or without extinguishing or reducing liability on any of its shares and either with or without reducing the number of such shares, pay off any paid-up capital that is greater than the requirements of the society.

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    (2)   The Registrar may approve a by-law mentioned in subsection (1) where he or she is satisfied that—

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      (a)     the by-law has been made in accordance with this Act;

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      (b)     the holders of all shares of the society affected by the by-law have approved the by-law by a special resolution passed by the members at a general meeting called for the purpose; and

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      (c)     in the case of a by-law providing for a reduction in the capital of the society—

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        (i)     all creditors who are liable to be affected have been notified of the by-law and have signified their approval, or

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        (ii)     appropriate steps have been taken by the society to adequately safeguard the interest of its creditors.