ACT
(Acts 19 of 1996, 10 of 1997, 9 of 1998, 7 of 1999, 33 of 1999, 10 of 2001,
21 of 2006, 13 of 2015, 6 of 2016, 10 of 2018, 4 of 2021, 9 of 2023 and Statutory Instrument 120/2014)
Act 19 of 1996 .. in force 1 January 1997 (S.I. 62/1996)
Amended by Act 10 of 1997 .. in force 6 September 1997
Amended by Act 9 of 1998 .. in force 1 January 1997
Amended by Act 7 of 1999 .. in force 27 February 1999
Amended by Act 33 of 1999 .. in force 31 December 1999
Amended by Act 10 of 2001 .. in force 30 June 2001
Amended by Act 21 of 2006 .. in force 27 March 2006
Affirmed by S.I. 120/2014 .. in force 22 December 2014
Amended by Act 13 of 2015 .. in force 24 August 2015
Amended by Act 6 of 2016 .. in force 8 February 2016
Amended by Act 10 of 2018 .. in force 12 December 2018
Amended by Act 4 of 2021 .. in force 17 May 2021
Amended by Act 9 of 2023 .. in force 30 March 2023
ARRANGEMENT OF SECTIONS
Interpretation
Commercial Enterprises
PART 1
FORMATION AND OPERATION OF COMPANIES
Division A: Incorporation of Companies
4. | Incorporation |
5. | Formalities |
6. | Required votes |
7. | Documentation |
Certificate of Incorporation
8. | Certificate of incorporation |
9. | Effective date |
Corporate Name
10. | Corporate name |
11. | Reserved name |
12. | Name change |
13. | Continued name |
14. | Name revocation |
15. | Assigned name |
Pre-Incorporation Agreements
16. | Pre-incorporation agreements |
Division B: Corporate Capacity and Powers
17. | Capacity and powers |
18. | Restrictions on exercise of powers |
19. | Exception to restrictions on exercise of powers |
20. | Notice of document not presumed |
21. | No disclaimer allowed |
22. | Contracts of a company |
23. | Endorsement of Bills of exchange and promissory notes |
24. | Execution of deeds by company attorney |
25. | Company seal |
Division C: Share Capital
Shares
26. | Nature of shares |
27. | If only one class of shares |
28. | Share classes |
29. | Share issue |
30. | Consideration |
31. | Stated capital accounts |
32. | Open-ended mutual company |
33. | Series of shares |
34. | Pre-emptive rights |
35. | Conversion privileges |
36. | Reserve shares |
37. | Holding own shares |
38. | Exemptions to holding own shares |
39. | Acquisition of own shares |
40. | Other acquisition |
41. | Redeemable shares |
42. | Donated shares |
43. | Voting thereon |
44. | Stated capital reduction |
45. | Stated capital adjustment |
46. | Cancellation of shares |
47. | Presumption re own shares |
48. | Changing share class |
49. | Effect of purchase contract |
50. | Commission for share purchase |
51. | Prohibited dividend |
52. | Payment of dividend |
53. | Illicit loans by company |
54. | Permitted loans |
55. | Enforcement of illicit loans |
56. | Immunity of shareholders |
57. | Lien on shares |
Division D: Management of Companies
58. | Duty of directors to manage company |
59. | Secretary |
60. | Alternate secretary |
61. | Secretary of public company |
62. | Number of directors |
63. | Restricted powers |
64. | Bye-laws and bye-law powers |
65. | Organisational meeting |
66. | Disqualified directors |
67. | Court disqualified directors |
68. | No qualification required |
69. | Notice of directors |
69A. | Notice of beneficial owners |
70. | Alternate directors |
71. | Cumulative voting |
72. | Termination of office |
73. | Removal of directors |
74. | Right to notice |
75. | Filling vacancy |
76. | Numbers changed |
77. | Notice of change |
78. | Directors' meetings |
79. | Notice and waiver |
80. | Adjourned meeting |
81. | Telephone participation |
82. | Delegation of powers |
83. | Validity of acts |
84. | Resolution in writing |
Liabilities of Directors
85. | Liability for share issue |
86. | Liability for other acts |
87. | Contribution for judgment |
88. | Recovery by action |
89. | Defence to liability |
90. | Time limit on liability |
Contractual Interest
91. | Interests in contracts |
92. | Interest declaration |
93. | Avoidance of nullity |
94. | Setting aside contract |
Officers of the Company
95. | Designation of offices, etc |
Borrowing Powers of Directors
Duty of Directors and Officers
97. | Duty of care |
98. | Dissenting to resolutions |
Indemnities
99. | Indemnifying directors, etc |
100. | For derivative action |
101. | Right to indemnity |
102. | Insurance of directors, etc |
103. | Court approval of indemnity |
104. | Remuneration |
Division E: Shareholders of Companies
105. | Shareholders and their meetings |
106. | Meeting outside Saint Lucia |
107. | Calling meetings |
108. | Record date of shareholders |
109. | Statutory date |
110. | Notice of record date |
111. | Notice of meeting |
112. | Special business |
113. | Shareholder meetings; waiver of notice and telephone participation |
Proposals and Proxies
114. | “Proposals” of shareholders |
115. | Proxy circular |
116. | Nomination in proposal |
117. | Non-compliance with proxy solicitation |
118. | Publishing immunity |
119. | Refusal notice |
120. | Restraining meeting |
121. | Right to omit proposal |
122. | Registrar's notice |
Shareholder Lists
123. | List of shareholders |
124. | Examination of list |
Quorum
Voting the Shares
126. | Right to vote share |
127. | Representative of other body |
128. | Joint shareholders |
129. | Voting method at meetings |
130. | Resolution in writing |
Compulsory Meeting
131. | Requisitioned shareholders meeting |
132. | Court-called meeting |
Controverted Affairs
133. | Court review controversy |
Shareholder Agreements
134. | Pooling agreement |
135. | Unanimous shareholder agreement |
Shareholder Approvals
136. | Extraordinary transaction |
Division F: Proxies
Proxy Holders
138. | Proxy appointment |
139. | Revocation of proxy |
140. | Deposit of proxy |
141. | Mandatory solicitation of proxy |
142. | Prohibited solicitation |
143. | Documents for Registrar |
144. | Exemption by Registrar |
145. | Proxy attending meeting |
Share Registrants
146. | Registrant's duty |
147. | Governing prohibition |
Remedial Powers
Division G: Financial Disclosure
Comparative Financial Statements
149. | Annual financial returns |
150. | Exemption from information |
151. | Consolidated financial returns |
152. | Approval of directors |
153. | Copies of documents to be sent to shareholders |
154. | Registrar's copies |
155. | Declaration of solvency |
156. | Audit Committee |
Company Auditor
157. | Purposes of sections 158 to 161 |
158. | Eligibility for appointment |
159. | Effect of appointment of partnership |
160. | Ineligibility on ground of lack of independence |
161. | Effect of ineligibility |
162. | Appointment of auditor |
163. | Dispensing with auditor |
164. | Cessation of office |
165. | Removal of auditor |
166. | Filling auditor vacancy |
167. | Court appointed auditor |
168. | Auditor rights to notice |
169. | Required attendance |
170. | Right to comment |
171. | Examination by auditor |
172. | Right to inspect |
173. | Detected error |
174. | Privilege of auditor |
Division H: Corporate Records
Registered Office of Company
175. | Registered office |
176. | Notice of address |
Company Registers and Records
Register of Directors and Secretaries
178. | Register of directors and secretaries |
179. | Register of directors' holdings |
180. | Extension of section to associates of directors |
Shareholders Register
180A. | Company to keep register of shareholders |
181. | Substantial shareholder |
182. | Substantial shareholder to give notice to company |
183. | Person ceasing to be a substantial shareholder to notify company |
184. | Company to keep register of substantial shareholders |
185. | Offence |
Records of Trusts
Accounts, Minutes and Other Records
Form of Records
Care of Records
189. | Duty of care for records |
Access to Records
Shareholders' Lists
191. | Basic list of shareholders |
192. | Options list |
193. | Restricted use of lists |
194. | Annual returns |
Division I: Transfer of Shares and Debentures
195. | Transferring of shares |
196. | Restrictions on transfers |
197. | Duty to issue |
198. | Transfer certificate |
199. | Registration |
200. | Effect of certificate |
Division J: Take-Overbids
201. | Definitions |
202. | Offeror rights |
203. | Notice to dissenting shareholders |
204. | Adverse claims |
205. | Delivery of certificates |
206. | Payment for shares |
207. | Money in trust |
208. | Duty of offeree-company |
209. | Application to court |
210. | Disssenting offerees to be joined parties |
211. | Powers and order of court |
212. | Additional orders |
Division K: Fundamental Company Changes
Altering Articles
213. | Fundamental amendment to articles |
214. | Proposal to amend articles |
215. | Class vote on proposal |
216. | Delivery of articles |
217. | Certificate of amendment |
218. | Re-stated articles |
Amalgamations
219. | Amalgamation |
220. | Agreement for amalgamation |
221. | Approval by shareholders |
222. | Vertical short-form amalgamation |
223. | Horizontal short-form amalgamation |
224. | Articles of amalgamation |
225. | Certificate of amalgamation |
Dissenters' Rights and Obligations
226. | Dissent by shareholder |
227. | Demand for payment |
228. | Suspension of rights |
229. | Offer to pay for share |
230. | Application to court |
231. | Joined parties |
232. | Court powers |
233. | Interest |
234. | Recourse of dissenting shareholder |
235. | Prohibition of payment |
236. | Re-organisation |
237. | Arrangements |
Division L: Civil Remedies
Derivative Actions
239. | Derivative Actions |
240. | Court powers |
Restraining Oppression
241. | Oppression restrained |
242. | Staying action |
243. | Interim costs |
244. | Rectification of records |
Other Remedial Actions
245. | Directions for Registrar |
246. | Refusal by Registrar |
247. | Appeal from Registrar |
248. | Restraining order, etc |
249. | Summary application |
PART 2
PROTECTION OF CREDITORS AND INVESTORS
Division A: Registration of Charges
Charges
250. | Registration with Registrar |
251. | Contents of charge statements |
252. | Certified copy of instrument |
253. | Later charges |
254. | Effect on enactments |
255. | Fluctuating charges |
256. | Charge on acquisition of property |
Registration of Charges
257. | Duty to Register |
258. | Register of charges |
259. | Endorsement on debenture |
260. | Satisfaction and payment |
261. | Rectification of error |
262. | Retention of copy |
263. | Inspection of copies |
264. | Registration of receiver |
Application of Division
Division B: Trust Deeds and Debentures
266. | Definitions |
267. | Application of Division |
Trustees
268. | Conflict of interest |
269. | List of debenture holders |
270. | Evidence of compliance |
271. | Contents of evidence |
272. | Further evidence |
273. | Evidence relating to conditions |
274. | Certificate of compliance |
275. | Notice of default |
276. | Redemtpion of debenture |
277. | Duty of care |
278. | Reliance on statements |
279. | No exculpation |
280. | Rights of trustees |
Trust Deeds
281. | Need for trust deed |
282. | Kinds of debentures |
283. | Cover of trust deed |
284. | Exception |
285. | Contents of trust deed |
286. | Contents of debentures |
Realisation of Security
Division C: Receivers and Receiver-Managers
288. | Disqualified receivers |
289. | Functions of receivers |
290. | Functions of receiver-managers |
291. | Directors' powers stopped |
292. | Duty under court direction |
293. | Duty under instrument |
294. | Duty of care |
295. | Directions by court |
296. | Duties of receivers, etc |
297. | Liability of receivers, etc |
298. | Notice of receivership |
299. | Floating charges priorities |
300. | Statement of affairs |
301. | Contents of statement |
Division D: Prospectuses
Interpretation
302. | Definitions |
303. | Application of Division |
Prospectus Requirements
304. | Prohibition re public issue |
305. | Contents of prospectus |
306. | Professional names |
307. | No waivers |
308. | Certain notice required |
309. | Responsibility re certificate |
310. | Evidence |
Registration of Prospectus
311. | Registration of prospectus |
Other Requirements
312. | Prospectus presumed |
313. | Expert's consent |
Liability for Prospectus Claims
314. | Liability on prospectus |
Subscription List and Minimum Subscription
315. | Subscription lists |
316. | Minimum subscription |
317. | Escrow of subscription money |
Remedial Actions
318. | Rescission of contract |
319. | Time limit on allotment |
320. | Restriction on allotment |
321. | Statements in lieu of prospectus |
Division E: Insider Trading
322. | “Insider” defined |
323. | Presumed insider |
324. | Liability of insider |
325. | Time limit on action |
PART 3
OTHER REGISTERED COMPANIES
Division A: Companies without Share Capital
326. | Application of Act |
327. | “Member” defined |
328. | Incorporation |
329. | Form of articles |
330. | Directors ex officio |
331. | “Incorporated” or “inc” etc |
332. | Members unlimited |
333. | Admission to membership |
334. | Voting by members |
335. | Transfer of members |
336. | By laws |
337. | Dissolution and distribution |
Division B: External Companies
338. | External companies carrying on business |
339. | Exceptions |
340. | Prohibition |
341. | Registration required |
342. | Restrictions on activities |
343. | External amalgamated company |
344. | Registering external companies |
345. | Language |
346. | Attorney of company |
347. | Failure of power |
348. | capacity of attorney |
349. | Certificate of registration |
350. | Effect of registration |
351. | Suspension of registration |
352. | Cancelling registration |
353. | Revival of Registration |
354. | Previous activities |
355. | Fundamental changes |
356. | Returns |
357. | Incapacity of company |
358. | Incapacity of company |
359. | Other provisions |
Division C: Reincorporated Companies
360. | Interpretation |
361. | Reincorporation |
362. | Effect of corporate instrument |
363. | Articles of reincorporation |
364. | Certificate of reincorporation |
365. | Preservation of company |
366. | Various shares |
367. | Effect of reincorporation |
Division D: Former-Act Companies
368. | Former-Act company |
369. | Effect of corporate instrument |
370. | Continuation as company |
371. | Amending instrument |
372. | Articles of continuance |
373. | Certificate of continuance |
374. | Preservation of company |
375. | Previous shares |
376. | Continuance not applied for within prescribed time |
377. | Effect of earlier references |
Division E: Member State Company
377A. | Application |
377B. | Registration requirements |
377C. | Registration of a member state company |
377D. | Certificate of registration |
377E. | Effect of registration |
377F. | Refusal of registration |
377G. | Suspension or revocation of registration |
377H. | Cancellation of registration |
377I. | Revival of registration |
377J. | Previous activities |
377K. | Fundamental changes |
377L. | Annual return |
377M. | Exemption order |
377N. | Obligation to file debenture |
377O. | Notice of appointment of receiver |
PART 4
WINDING-UP
Division A: Preliminary
378. | Modes of winding-up |
379. | Liability of members |
380. | Saving |
381. | Definition of contributory |
382. | Nature of liability of contributory |
383. | Contributories in case of death of member |
384. | Contributories in case of bankruptcy of members |
Division B: Winding-up by the Court
385. | Circumstances in which company may be wound up by court |
386. | Definition of inability to pay debts |
387. | Petition for winding-up |
388. | Powers of court on hearing petition |
389. | Power to stay or restrain proceedings against company |
390. | Avoidance of dispositions of property, etc. after commencement of winding-up |
391. | Avoidance of attachments, etc |
392. | Commencement of winding-up by the court |
393. | Copy of order to be forwarded to Registrar |
394. | Actions stayed on winding-up order |
395. | Effect of winding-up order |
Official Receiver
396. | Meaning of Official Receiver |
397. | Statement of company's affairs |
398. | Report by Official Receiver |
Liquidators
399. | Power of Court to appoint liquidators |
400. | Appointment and powers of provisional liquidator |
401. | Appointment, style, etc. of liquidators |
402. | Provisions where person other than Official Receiver is appointed liquidator |
403. | General provisions as to liquidators |
404. | Custody of company's property |
405. | Vesting of property of company in liquidator |
406. | Powers of liquidator |
407. | Exercise and control of liquidator's powers |
408. | Books to be kept by liquidator |
409. | Payments of liquidator into bank |
410. | Audit of liquidator's accounts |
411. | Control of Registrar over liquidators |
412. | Release of liquidator |
Committees of Inspection
413. | Meetings of creditors and contributories to determine whether committee of inspection shall be appointed |
414. | Constitution and proceedings of committee of inspection |
415. | Powers of court where no committee of inspection |
General Powers of Court
416. | Power to stay winding-up, etc |
417. | Settlement of list of contributories and application of assets |
418. | Delivery of property to liquidator |
419. | Payment of debts due by contributory to company and extent to which set-off allowed |
420. | Power of court to make calls |
421. | Payment into bank of moneys due to company |
422. | Order on contributory is conclusive evidence |
423. | Appointment of special manager |
424. | Power to exclude creditors not proving in time |
425. | Adjustment of rights of contributories |
426. | Inspection of books by creditors or contributories |
427. | Power to order costs of winding up to be paid out of assets |
428. | Power to summon persons suspected of having property of company |
429. | Power to order public examination of promoters directors, etc |
430. | Power to arrest absconding contributory |
431. | Powers of court cumulative |
432. | Delegation to liquidator of certain powers of court |
433. | Dissolution of company |
434. | Power to enforce orders and appeals from orders |
Division C: Voluntary Winding-Up
435. | Winding-up resolutions |
436. | Notice of resolution to wind up voluntarily |
437. | Commencement of voluntary winding-up |
438. | Effect of voluntary winding-up on business and status of company |
439. | Avoidance of transfers, etc. after commencement of voluntary winding-up |
440. | Statutory declaration of solvency in case of proposal of winding-up voluntarily |
Provisions Applicable Only To Members' Voluntary Winding-Up
441. | Power of company to appoint and fix remuneration of liquidators |
442. | Power to fill vacancy in office of liquidator |
443. | Power of liquidator to accept shares, etc., as consideration for sale of property of company |
444. | Duty of liquidator to call creditors' meeting in case of insolvency |
445. | Duty of liquidator to call general meeting at end of each year |
446. | Final meeting and dissolution |
447. | Alternative provisions as to annual and final meetings in case of insolvency |
Provisions Applicable To A Creditors' Voluntary Winding-up
448. | Meeting of creditors |
449. | Appointment of liquidator |
450. | Appointment of committee of inspection |
451. | Fixing of liquidators' remuneration and cesser of directors' powers |
452. | Power to fill vacancy in office of liquidator |
453. | Application of section 443 to a creditors' winding-up |
454. | Duty of liquidator to call meetings of company and of creditors at end of each year |
455. | Final meeting of company and of creditors |
Provisions Applicable To Every Voluntary Winding-up
456. | Distribution of property of company |
457. | Powers and duties of liquidator in voluntary winding-up |
458. | Power of court to appoint and remove liquidator in voluntary winding-up |
459. | Notice by liquidator of his or her appoint-ment |
460. | Arrangement when binding on creditors |
461. | Power to apply to court to have questions determined or powers exercised |
462. | Costs of voluntary winding-up |
463. | Saving for rights of creditors and contributories |
Division D: Provisions Applicable to every mode of winding-up
Proof and Ranking of Claims
464. | Debts of all descriptions to be proved |
465. | Preferential payments |
Effect of Winding-Up on Antecedent and Other Transactions
466. | Fraudulent preference |
467. | Liabilities and rights of certain fraudulently preferred persons |
468. | Effect of floating charge |
469. | Disclaimer of onerous property |
470. | Interpretation |
471. | Restriction of rights of creditor as to execution or attachment |
472. | Duties of bailiff as to goods taken in execution |
Offences
473. | Offences by officers of companies in liquidation |
474. | Penalty for falsification of books |
475. | Frauds by officers of companies which have gone into liquidation |
476. | Liability where proper accounts not kept |
477. | Fraudlent trading |
478. | Power of court to assess damages against delinquent directors, etc |
479. | Prosecution of delinquent officers and members of a company |
Supplementary Provisions As To Winding-Up
480. | Disqualification for appointment as liquidator |
481. | Notification that a company is in liquidation |
482. | Failure to comply with Section 481 |
483. | Exemption of certain documents from stamp duty on winding-up of companies |
484. | Books of company to be evidence |
485. | Disposal of books and papers of companies |
486. | Information as to pending liquidations |
487. | Unclaimed assets |
Supplementary Powers of Court
488. | Meetings to ascertain wishes of creditors or contributories |
489. | Affidavits |
Provisions As To Dissolution
490. | Power of court to declare dissolution of company void |
491. | Registrar may strike defunct company off register |
492. | Outstanding assets of defunct company to vest in Official Receiver |
493. | Disposal of moneys |
Rules
Division E: Winding-Up of Unregistered Companies
495. | “Unregistered company.” |
496. | Winding-up of unregistered companies |
497. | Contributories in winding-up of unregistered company |
498. | Power of court to stay or restrain proceedings |
499. | Outstanding assets of defunct unregistered company |
PART 5
ADMINISTRATION AND GENERAL
Division A: Functions of the Registrar
Registrar of Companies
500. | Responsibility |
501. | Service upon the Registrar |
Register of Companies
502. | Register of Companies |
503. | Inspection of register |
Notices and Documents
504. | Notice to directors etc |
505. | Presumption of receipt |
506. | Undelivered documents |
507. | Notice waiver |
508. | Certificate by company |
509. | Evidentiary value |
510. | Copies |
511. | Filed articles |
512. | Alteration of documents |
513. | Correction of documents |
514. | Proof of documents |
515. | Retention of documents and records |
516. | Registrar's certificate |
517. | Refusal power |
517A. | Extension of time |
518. | Filing form |
Removal from Register
519. | Striking off register |
520. | Liability continues |
520A. | Records of company |
521. | Service on company |
Company Names
522. | Name search and name reservation |
523. | Prohibited name |
524. | Refusal of articles |
525. | Amalgamated company |
Division B: Investigation of Companies
Investigation
526. | Investigation order |
527. | Court powers |
528. | Inspector's powers |
529. | In camera hearing |
530. | Incriminating evidence |
531. | Privilege absolute |
532. | Inquiries |
533. | Client privileges |
534. | Information sharing |
Division C: Regulations
Division D: Offences and Penalties
536. | Name offence |
537. | Abuse of corporate status |
538. | Reports |
539. | Specific offences |
540. | Company offences |
541. | General offence |
542. | Defence re prospectuses |
543. | Order to comply |
544. | Limitation |
545. | Civil remedies un affected |
Division E: Construction and Interpretation of Act
Corporate Relationships
546. | Affiliated corporations |
547. | “Control” |
548. | “Holding” and “subsidiary” |
Public Distribution of Corporate Securities
549. | “Distribution to the public” etc. |
550. | Offering shares to public |
Corporate and Other Expressions
551. | Definition of technical words |
Division F: Incidental and Consequential Matters
552. | References to the Commercial Code |
552. | Transitional |
553. | Security for costs |
554. | Power of court to grant relief in certain cases |
555. | Saving for privileged communications |
556. | Amendment of Schedule |
Schedule | |
AN ACT to revise the law relating to companies and to provide for related and consequential matters.
Commencement [1 January 1997]