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Revised Laws of Saint Lucia (2023)

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Schedule 1

(Regulation 2)

MATTERS TO BE SPECIFIED IN PROSPECTUS AND REPORTS TO BE SET OUT THEREIN

2. Interpretation

PART 1 FORMATION AND OPERATION OF COMPANIES

4. Incorporation

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

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

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

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

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

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

PART 3 OTHER REGISTERED COMPANIES

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

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

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

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

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

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

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

533. Client privileges

534. Information sharing

535. Regulations

536. Name offence

537. Abuse of corporate status

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

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 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 10 NON-PROFIT COMPANIES

PART 11 BYE-LAWS

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

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