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COMPANIES ACT
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PART 3 OTHER REGISTERED COMPANIES
Revised Laws of Saint Lucia (2023)
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PART 3
OTHER REGISTERED COMPANIES
Division A: Companies without Share Capital
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PART 3 OTHER REGISTERED COMPANIES
ACT
1. Short title
2. Interpretation
3. Prohibition
PART 1 FORMATION AND OPERATION OF COMPANIES
4. Incorporation
5. Formalities
6. Required votes
7. Documentation
8. Certificate of incorporation
9. Effective date
10. Corporate name
11. Reserved name
12. Name change
13. Continued name
14. Name revocation
15. Assigned name
16. Pre-incorporation agreements
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
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
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
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
91. Interests in contracts
92. Interest declaration
93. Avoidance of nullity
94. Setting aside contract
95. Designation of offices, etc
96. Borrowing powers
97. Duty of care
98. Dissenting to resolutions
99. Indemnifying directors, etc
100. For derivative action
101. Right to indemnity
102. Insurance of directors, etc
103. Court approval of indemnity
104. Remuneration
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
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
123. List of shareholders
124. Examination of list
125. Quorum at meetings
126. Right to vote share
127. Representative of other body
128. Joint shareholders
129. Voting method at meetings
130. Resolution in writing
131. Requisitioned shareholders meeting
132. Court-called meeting
133. Court review controversy
134. Pooling agreement
135. Unanimous shareholder agreement
136. Extraordinary transaction
137. Definitions
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
146. Registrant's duty
147. Governing prohibition
148. Restraining order
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
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
175. Registered office
176. Notice of address
177. Records of company
178. Register of directors and secretaries
179. Register of directors' holdings
180. Extension of section to associates of directors
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
186. Trust notices
187. Other records
188. Records form
189. Duty of care for records
190. Access to records
191. Basic list of shareholders
192. Options list
193. Restricted use of lists
194. Annual returns
195. Transferring of shares
196. Restrictions on transfers
197. Duty to issue
198. Transfer certificate
199. Registration
200. Effect of certificate
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
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
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
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
238. Definitions
239. Derivative Actions
240. Court powers
241. Oppression restrained
242. Staying action
243. Interim costs
244. Rectification of records
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
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
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
265. External company
266. Definitions
267. Application of Division
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
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
287. Equity realisation
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
302. Definitions
303. Application of Division
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
311. Registration of prospectus
312. Prospectus presumed
313. Expert's consent
314. Liability on prospectus
315. Subscription lists
316. Minimum subscription
317. Escrow of subscription money
318. Rescission of contract
319. Time limit on allotment
320. Restriction on allotment
321. Statements in lieu of prospectus
322. “Insider” defined
323. Presumed insider
324. Liability of insider
325. Time limit on action
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
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
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
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
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
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
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
396. Meaning of Official Receiver
397. Statement of company's affairs
398. Report by Official Receiver
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
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
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
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
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
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
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
464. Debts of all descriptions to be proved
465. Preferential payments
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
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
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
488. Meetings to ascertain wishes of creditors or contributories
489. Affidavits
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
494. Rules
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
500. Responsibility
501. Service upon the Registrar
502. Register of Companies
503. Inspection of register
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. Extention of time
518. Filing form
519. Striking off register
520. Liability continues
520A. Records of company
521. Service on company
522. Name search and name reservation
523. Prohibited name
524. Refusal of articles
525. Amalgamated company
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
535. Regulations
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
546. Affiliated corporations
547. “Control”
548. “Holding” and “subsidiary”
549. “distribution to the public” etc.
550. offering shares to public
551. Definition of technical words
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
SUBSIDIARY LEGISLATION
Companies Regulations – Section 535 (Statutory Instruments 81/1996, 59/1997, 89/1999, 74/2001, 46/2012, 33/2016, 87 of 2016, 171/2020 and 155/2022)
PART 1 PROSPECTUS
PART 2 NAMES
PART 3 SHARE DESIGNATIONS
PART 4 PROXIES AND CIRCULARS
PART 5 FINANCIAL DISCLOSURE
PART 6 EXEMPTION FROM PUBLIC DISCLOSURE OF FINANCIAL STATEMENT
PART 7 APPLICATIONS FOR EXEMPTION
PART 8 FORMS
PART 9 FEES
PART 10 NON-PROFIT COMPANIES
PART 11 BYE-LAWS
Schedule 1
PART 1 MATTERS TO BE SPECIFIED
PART 2 REPORTS TO BE SET OUT
PART 3 PROVISIONS APPLYING TO PARTS I AND II OF THIS SCHEDULE
Schedule 2
PART 1 FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN
PART 2 REPORTS TO BE SET OUT
PART 3 PROVISIONS APPLYING TO PARTS 1 AND 2 OF THIS SCHEDULE
Schedule 3
Schedule 4
Schedule 5