Detail

Back to Revised Laws of Saint Lucia (2023)

Schedule 3

(Regulation 22)

LIST OF FORMS

1.	Articles of Incorporation.
2.	Articles of Incorporation Non-Profit Company.
3.	Certificate of Incorporation.
4.	Notice of Address or Notice of Change of Address of Registered Office.
5.	Articles of Amendment.
6.	Certificate of Amendment.
7.	Memorandum of Satisfaction.
8.	Registration of Enforcement of Security.
9.	Notice of Directors or Notice of Change of Directors.
9A.	Consent to Act as Director.
9B.	Notice of Beneficial Owner.
10.	Form of Proxy.
11.	Management Proxy Circular.
12.	Dissident Proxy Circular.
13.	Restated Articles of Incorporation.
14.	Certificate of Incorporation with Restated Articles.
15.	Articles of Amalgamation.
16.	Certificate of Amalgamation.
17.	Articles of Continuance.
18.	Articles of Continuance Non-Profit Company.
19.	Certificate of Continuance.
20.	Articles of Re-organisation/Arrangement.
21.	External Company Application for Registration.
22.	Certificate of Registration of External Company.
23.	Power of Attorney.
24.	External Company Annual Return.
25.	Application to Restore Name to the Register.
26.	Request for Name Search and Name Reservation.
27.	Application for Exemption.
28.	Annual Return of a Company for Profit Incorporated or Continued Under the Act.
29.	Articles of Reincorporation.
30.	Notice of Secretary or Notice of Change of Secretary.
31.	Return of Allotments.
32.	Notice of Cessation of Business of External Company.
33.	Notice of Cessation of Business of Member State Company.
34.	Application for Registration of Member State Company.
35.	Certificate of Registration of Member State Company.
36.	Annual Return of Member State Company.

FORM 1 (Section 5) COMPANIES ACT OF SAINT LUCIA ARTICLES OF INCORPORATION
.........................................................................................................................
1.	Name of Company				Company No:
.........................................................................................................................
2.	The Classes and any maximum number of shares that the Company is authorised to issue
.........................................................................................................................
3.	Restriction if any on share transfers
.........................................................................................................................
4.	Number (or minimum and maximum number) of Directors
.........................................................................................................................
5.	Restrictions if any on business the Company may carry on
.........................................................................................................................
6.	Other provisions if any
.........................................................................................................................
7.	Incorporators			Date
*Name*		*Address*	*Signature*

COMPANIES ACT OF SAINT LUCIA

ARTICLES OF INCORPORATION

FORM 1

INSTRUCTIONS

Format:

Documents required to be sent to the Registrar under the Act must conform with regulations 22 to 26 of the Regulations under the Act. Where any provision required to be set out is too long to be set out in the space provided in the form, the form may incorporate the provisions by annexing a schedule in the manner described in regulation 26 of the Regulations.

Item 1:

Set out a proposed corporate name that complies with sections 523 to 524 of the Act and with regulation 4 of the Regulations.

Item 2:

Set out the details required by section 5(1)(b) of the Act. All shares must be without nominal or par value and must comply with Division C of Part 1 of the Act.

Item 3:

If restrictions are to be placed on the right to transfer shares of the Company, set out a statement to this effect and the nature of such restrictions.

Item 4:

State the number of directors. If cumulative voting is permitted, the number of directors must be invariable, otherwise it is permissible to specify a minimum and maximum number of directors.

Item 5:

If restrictions are to be placed on the business the Company may carry on, set out the restrictions.

Item 6:

Any provision that is to form part of the Articles may be set out if the provision is permitted by the Act or Regulations to be set out in the bye-laws of the Company or in a unanimous shareholder agreement, including any pre-emptive rights or cumulative voting provisions.

Item 7:

Each incorporator must state his or her name, residential address and affix his or her signature. If an incorporator is a company, the address shall be that of the company, and the articles shall be signed by a person authorised by the company.

Other Documents:

The Articles must be accompanied by—
Notice of Registered Office (Form 4);
Notice of Directors (Form 9); and
Request for Name Search and Name Reservation (Form 26) as completed by the Registrar unless the name is reserved.

Completed documents in duplicate and the prescribed fee are to be deposited at the office of the Registrar.

FORM 2
(Section 5 and 329)
COMPANIES ACT OF SAINT LUCIA
ARTICLES OF INCORPORATION
NON-PROFIT COMPANY
.........................................................................................................................
1.	Name of Company			Company No:
.........................................................................................................................
2.	The Company has no authorised share capital, is to be carried on without pecuniary gain to its members, and any profits or other accretions to the assets of the Company are to be used in furthering its undertaking.
.........................................................................................................................
3.	Restrictions on the undertaking that the Company may carry on:
.........................................................................................................................
4.	Number (or minimum and maximum number) of Directors:
.........................................................................................................................
5.	The address of the principal office or premises of the Company is:
.........................................................................................................................
6.	Other provisions, if any, e.g.
(a)		The interest of each member in the Company shall be transferable and shall not cease on death.
(b)		The members of the Company may at any time resolve to wind up the Company whereupon the assets of the company, after payment of all debts and liabilities of the company, shall be distributed in accordance with such provisions as are contained in Part 4 of the Companies Act as shall be applicable.
.........................................................................................................................
7.	The first Directors, each of whom shall become a member of the Company, are:
Date: ..........................................
*Name*			*Address*		*Signature*

COMPANIES ACT OF SAINT LUCIA

NON-PROFIT COMPANY

ARTICLES OF INCORPORATION

FORM 2

INSTRUCTIONS

Format:

Item 1:

Set out a proposed corporate name that complies with sections 523 to 524 of the Act and with regulation 4 of the Regulations.

Item 2:

These details are required by section 329(b) of the Act.

Item 3:

If restrictions are to be placed on the undertaking the company may carry on, set out the restrictions.

Item 4:

Where the undertaking of the company is of a social nature there must be stated the full address of the principal office or building that the company is maintaining.

Item 5:

Any provision that is to form part of the Articles may be set out if the provision is permitted by the Act or Regulations to be set out in the bye-laws of the company.

Item 6:

State names and addresses of first directors

Other Documents:

The Articles must be accompanied by—

(a) Notice of Registered Office (Form 4);

(b) Notice of Directors (Form 9); and

Section 328(1) provides that no articles may be accepted for filing without the prior approval of the Minister. Accordingly the Articles must also be accompanied by written evidence of such approval.

Completed documents in duplicate and the prescribed fee are to be deposited at the office of the Registrar.

Note:

Form 2 should also be used for Restated Articles of Incorporation of a non-profit company. When so used it should be headed accordingly and conclude with the following paragraph:

“The foregoing restated Articles of Incorporation correctly set out without substantive change the corresponding provisions of the Articles of Incorporation as amended and supersede the original Articles of Incorporation.”

––––––––––––

FORM 3

..........................................

Company No.

COMPANIES ACT OF SAINT LUCIA

CERTIFICATE OF INCORPORATION

.........................................................................................................................

Name of Company

I hereby certify that the above-mentioned Company, the Articles of Incorporation of which are attached, was incorporated under the Companies Act of Saint Lucia.

......................................................

Registrar of Companies

.......................................................

Date of Incorporation

				FORM 4 (Section 176(1) and (2))
COMPANIES ACT OF SAINT LUCIA
NOTICE OF ADDRESS OR NOTICE OF CHANGE OF ADDRESS OF REGISTERED OFFICE
.................................................................................................................................
1.		Name of Company:
................................................................................................................................
2.	Company Number:
…………………………………………………………………………………………………………………………………………………….
3.		Address/Registered Office:
...............................................................................................................................
4.		Mailing Address:
..............................................................................................................................
5.		If change of address, give previous address of registered office and the date of change:
6.		Signature:
*Date*			*Signature*	*Title*

FORM 4

NOTICE OF REGISTERED OFFICE

INSTRUCTIONS

Format:

Documents required to be sent to the Registrar under the Companies Act must conform to regulations 22 to 26.

Item 1:

Set out the full legal name of the Company.

Item 2:

Except where a number has not yet been assigned, state company number.

Item 3:

Set out in full the location of the registered office including street, address and, if multi-office building, room number.

Item 4:

Mailing address may include post office box number, if mailing address is the same as in item 3, state “same as above”.

Item 5:

This item needs to be completed only if there is a change in the location or address of the registered office.

Item 6:

A director or an authorised officer of the Company shall sign the notice indicating the capacity in which he or she is signing. On incorporation, an incorporator shall sign the notice.

Service of Documents:

Note that documents may, under section 521 of the Companies Act be sent to or served on the Company at its registered office.

Completed documents, in duplicate, must be deposited at the office of the Registrar.

(Substituted by S.I. 171/2020)

						FORM 5 (Sections 33 and 216)
COMPANIES ACT OF SAINT LUCIA
ARTICLES OF AMENDMENT
.........................................................................................................................
1.	Name of Company:		2.	Company No.:
.........................................................................................................................
3.	The articles of the above named Company are amended as follows:




*Date*		*Signature*			*Title*

COMPANIES ACT OF SAINT LUCIA

ARTICLES OF AMENDMENT

FORM 5

INSTRUCTIONS

Format:

Documents required to be sent to the Registrar under the Act must conform to regulations 22 to 26 of the Regulations under the Act.

General:

(a) Any change in the Articles of the Company must be made in accordance with section 33 or 216 of the Act. If an amendment is to change a corporate name, the new name must comply with sections 523 to 524 of the Act and with regulation 5 of the Regulations. Where a new name has not been reserved a copy of Request of Name Search and Name Reservation (Form 26) should be attached.

(b) Each amendment must correspond to the appropriate provisions of the Articles being amended, e.g. sections, subsections, clauses, etc.

(d) Articles of Amendment designating a series of shares shall be accompanied by a copy of the director's resolution authorising the issue of a series of shares under section 33 of the Act. The resolution may be attached as a schedule in accordance with regulation 26 of the Regulations.

(e) Articles of Amendment except Articles referred to in (d) above, shall be accompanied by a copy of the authorising special resolution required under sections 213 to 216 of the Act. The resolution may be attached as a schedule in accordance with regulation 26 of the Regulations.

Other Notices:

The Articles must be accompanied by Notice of Registered Office (Form 4) or Notice of Change of Directors (Form 9) if there has been a change in registered office or a change of directors.

Completed documents, in duplicate, and the prescribed fee are to be deposited at the office of the Registrar.

FORM 6
....................................
Company No.
COMPANIES ACT OF SAINT LUCIA
CERTIFICATE OF AMENDMENT
........................................................................................................................
Name of Company
I hereby certify that the Articles of the above-mentioned company were amended
––––––––––––––––	under section 15 of the Companies Act in accordance with the attached notice.
–––––––––––––––––	under section 33 of the Companies Act as set out in the attached Articles of Amendment designating a series of shares.
–––––––––––––––––	under section 216 of the Companies Act as set out in the attached Articles of Amendment/Re-organisation/Arrangement/Order.
.........................................................................................................................
Registrar of Companies
.........................................................................................................................
Date of Amendment

		FORM 7 (Section 260(1))
COMPANIES ACT OF SAINT LUCIA
MEMORANDUM OF SATISFACTION
.........................................................................................................................
1. Name of Company:			2. Company No.:
.........................................................................................................................
3. Property or undertaking charged:
.........................................................................................................................
4. Particulars of satisfaction:
*Date*	*Signature*			*Title*

COMPANIES ACT OF SAINT LUCIA

MEMORANDUM OF SATISFACTION

FORM 7

INSTRUCTIONS

Format:

Documents required to be sent to the Registrar under the Act must conform to regulations 22 to 26 of the Regulations under the Act.

Item 1:

Set the full legal name of the Company and, except where a number has not been assigned, state the Company number.

Item 2:

Set out the property or undertaking charged.

Item 3:

Set out the appropriate particulars; see section 260(1).

Signature:

A director or authorised officer of the company shall sign the memorandum. Completed document, in duplicate, is to be deposited at the office of the Registrar.

				FORM 8 (Section 264)
COMPANIES ACT OF SAINT LUCIA
REGISTRATION OF ENFORCEMENT OF SECURITY
.........................................................................................................................
1.	Name of Company:				Company No.:
.........................................................................................................................
2.	Name of Person:
3.	(a)	The above-mentioned person has obtained an order for the appointment of a receiver of ......................................................
	(b)	The above-mentioned person has appointed a receiver of ................................................
	(c)	The above-mentioned person has entered into possession of ................................................
	(d)	The above-mentioned person who was appointed receiver of .............................................. has ceased to act as such receiver.
	(e)	The above-mentioned person having entered into possession of ............................................. has gone out of possession.
*Date*			*Signature*			*Title*

COMPANIES ACT OF SAINT LUCIA

REGISTRATION OF ENFORCEMENT OF SECURITY

FORM 8

Instructions

Format:

Documents required to be sent to the Registrar under the Act must be conform to regulations 22 to 26 of the Regulations under the Act.

Item 1:

Set out the full legal name of the Company and, except where a number has not been assigned, state the Company number.

Item 2:

State the name of the person seeking the registration.

Item 3:

State out the appropriate particulars, see section 264(1) and (2).

Signature:

The person registering the document shall add his or her signature.

Completed document, in duplicate, is to be deposited at the office of the Registrar.

				FORM 9 (Sections 69 and 77)
COMPANIES ACT OF SAINT LUCIA
NOTICE OF DIRECTORS
OR
NOTICE OF CHANGE OF DIRECTORS

1. Name of Company:			2. Company No.:

3. Notice is given that on the day of 20 the following person(s) was/were appointed director(s):
*Name*	*Mailing Address*				*Occupation*



4. Notice is given that on the day of 20 the following person(s) ceased to hold office as director(s):
*Name*		*Mailing Address*


5. The directors of the Company as of this date are:
*Name*	*Mailing Address*				*Occupation*



*Date*	*Signature*				*Title*

FORM 9

COMPANIES ACT OF SAINT LUCIA

NOTICE OF DIRECTORS

INSTRUCTIONS

Format:

Documents required to be sent to the Registrar under the Act must conform to regulations 22 to 26 of the Regulations under the Act.

Item 1:

Set out the full legal name of the Company and, except where a number has not been assigned, state the Company number.

Items 3, 4, 5:

With respect to each director:

(a) set out first given name, initial and family name;

(b) state full residential address; and

Signature:

A director or authorised officer of the Company shall sign a notice. Upon incorporation, an incorporator shall sign the notice.

Completed document, in duplicate, is to be deposited at the office of the Registrar.

		FORM 9A (Sections 69(1) and 77)
COMPANIES ACT OF SAINT LUCIA
CONSENT TO ACT AS DIRECTOR
1. Name of Company
2. Company Number
I, the undersigned, [insert name of Director], [insert occupation] of [insert address of Director] consent to act as Director of the above-mentioned company.
Date	Signature

(Inserted by S.I. 33/2016)

FORM 9B (Section 69A(1) and (2))
COMPANIES ACT OF SAINT LUCIA
NOTICE OF BENEFICIAL OWNER
…………………………………………………………..			…………………………………………………………..
1. Name of Company			2. Company Number
3. Notice is given that on the ……….….…… day of ……………………..………………. 20………..…. the
following person(s) became beneficial owner(s):
Name	Address	Occupation		Number of voting shares or percentage of shares held

4. Notice is given that on the ……….….…… day of ……………………..………………. 20………..…. the
following person(s) ceased to be beneficial owner(s):
Name	Address	Occupation		Number of voting shares or percentage of shares held

5. Beneficial owner(s) of the company as of this date is/are:
Name	Address	Occupation		Number of voting shares or percentage of shares held

(Inserted by S.I. 171/2020)

	FORM 10 (Section 141(1))
COMPANIES ACT OF SAINT LUCIA
FORM OF PROXY
.........................................................................................................................
1. Name of Company:		Company No.:
.........................................................................................................................
2. Particulars of Meeting
I/We ................................................................................................................
of......................................................................................................................
Shareholder(s) in the above Company appoint(s) ..........................................
.........................................................................................................................
of .....................................................................................................................
or .....................................................................................................................
of .....................................................................................................................
to be my/our proxy at the above meeting and any adjournment thereof
Signature(s).
Date

		FORM 11 (Section 142)
COMPANIES ACT OF SAINT LUCIA
MANAGEMENT PROXY CIRCULAR
.........................................................................................................................
1. Name of Company:			Company No.:
.........................................................................................................................
2. Particulars of Meeting
.........................................................................................................................
3. Solicitation.
.........................................................................................................................
4. Any director's statement submitted under section 74(2).
.........................................................................................................................
5. Any auditor's statement submitted under section 170(1).
.........................................................................................................................
6. Any shareholder's proposal and/or statement submitted under section 114(a) and 115(2).
*Date*	*Signature*			*Title*

FORM 11

COMPANIES ACT OF SAINT LUCIA

MANAGEMENT PROXY CIRCULAR

INSTRUCTIONS

Format:

Documents required to be sent to the Registrar under the Act must conform to regulations 22 to 26 of the Regulations under the Act.

Item 1:

Set out the full legal name of the Company and, except where a number has not been assigned, state the Company number.

Item 2:

State full particulars of the meeting including the date, place and time.

Item 3:

Set out the solicitation being made by the management of the Company.

Item 4:

Any director's statement submitted under section 74(2) shall, unless it is included in or attached to a management proxy circular, be sent to every shareholder entitled to receive notice of the meeting and to the Registrar, see section 74(3).

Item 5:

Any auditor's statement submitted under section 170(1) shall, unless it is included in or attached to management proxy circular, be sent to every shareholder entitled to receive notice of the meeting and to the Registrar, see section 170(2).

Item 6:

Any proposal submitted by a shareholder under section 114 and any statement under section 115(2), must be set out in the management proxy circular or attached thereto.

Signature:

A director or authorised officer of the Company shall sign the circular.

		FORM 12 (Section 142)
COMPANIES ACT OF SAINT LUCIA
DISSIDENT PROXY CIRCULAR
.........................................................................................................................
1. Name of Company:	Company No.:
.........................................................................................................................
2. Particulars of Meeting
.........................................................................................................................
3. Name of Person Soliciting
.........................................................................................................................
4. Solicitation
.................................................
Signature
.................................................
Date

FORM 12

COMPANIES ACT OF SAINT LUCIA

DISSIDENT PROXY CIRCULAR

INSTRUCTIONS

Format:

Documents required to be sent to the Registrar under the Act must conform to regulations 22 to 26 of the Regulations under the Act.

Item 1:

Set out the full legal name of the Company and, except where a number has not been assigned, state the Company number.

Item 2:

State full particulars of the meeting including the date, place and time.

Item 3:

State the full name and address of the person soliciting.

Item 4:

Set out the solicitation being made.

Signature:

The person soliciting shall sign the circular.

FORM 13 (Section 218)
COMPANIES ACT OF SAINT LUCIA
RESTATED ARTICLES OF INCORPORATION
.........................................................................................................................
1. Name of Company:		2. Company No.:
.........................................................................................................................
3. The classes and any maximum number of shares that the Company is authorised to issue.
.........................................................................................................................
4. Restrictions if any on share transfers.
.........................................................................................................................
5. Number (or minimum and maximum number) of directors.
.........................................................................................................................
6. Restrictions (if any) on business the Company may carry on.
.........................................................................................................................
7. Other provisions if any.
.........................................................................................................................
The foregoing Restated Articles of Incorporation correctly set out without substantive change the corresponding provisions of the Articles of Incorporation as amended and supersede the original Articles of Incorporation.
8. .......... *Date*	*Signature*		*Title*

FORM 13

COMPANIES ACT OF SAINT LUCIA

RESTATED ARTICLES OF INCORPORATION

INSTRUCTIONS

Format:

General:

Restated Articles of Incorporation shall set out without substantive change the Articles of Incorporation as previously amended.

Items 1 and 2:

Set out the full legal name of the Company and Company number.

Item 3:

Set out the details required by section 5(1)(b) of the Act, including details of rights, privileges, restrictions and conditions attached to each class of shares. All shares must be without nominal or par value and must comply with the provisions of Division C of Part 1 of the Act.

Item 4:

If restrictions are to be placed on the right to transfer shares of the Company set out a statement to this effect, and the nature of such restrictions.

Item 5:

State the number of directors. If cumulative voting is permitted, the number of directors must be invariable, otherwise it is permissible to specify a minimum and maximum number of directors.

Item 6:

If restrictions are to be placed on the business the Company may carry on, set out the restrictions.

Item 7:

Any provision that is to form part of the Articles may be set out if the provision is permitted by the Act or Regulations to be set out in the bye-laws of the Company or in a unanimous shareholder agreement including any preemptive rights or cumulative voting provisions.

Signature:

A director or authorised officer of the Company shall sign the Articles.

Completed documents, in duplicate, and the prescribed fee are to be deposited at the office of the Registrar.

FORM 14

....................................

Company No.

COMPANIES ACT OF SAINT LUCIA

CERTIFICATE OF INCORPORATION WITH RESTATED ARTICLES

.........................................................................................................................

Name of Company

I hereby certify that the Articles of Incorporation of the above-mentioned Company were restated under section 218 of the Companies Act as set out in the attached Restated Articles of Incorporation.

..........................................................

Registrar of Companies

..........................................................

Date of Restatement.

	FORM 15 (Section 224)
COMPANIES ACT OF SAINT LUCIA
ARTICLES OF AMALGAMATION
.........................................................................................................................
1. Name of Company:		2. Company No.:
.........................................................................................................................
3. The classes and any maximum number of shares that the Company is authorised to issue.
.........................................................................................................................
4. Restrictions (if any) on share transfers.
.........................................................................................................................
5. Number (or minimum and maximum number) of directors.
.........................................................................................................................
6. Restrictions (if any) on business the Company may carry on.
.........................................................................................................................
7. Other provisions (if any).
.........................................................................................................................
8. Names of amalgamating Companies:			Company No.:
*Date*	*Signature*			*Title*

FORM 15

COMPANIES ACT OF SAINT LUCIA

ARTICLES OF AMALGAMATION

INSTRUCTIONS

Format:

Items 1 and 2:

Set out proposed corporate name that complies with sections 523 to 524 of the Act and with regulation 5 of the Regulations, and the Company number. If a proposed name has not been reserved under section 522 of the Act, the Articles of Amalgamation must be accompanied by a statement setting out the main types of business to be carried on by the amalgamated Company.

Item 3:

Set out the details required by section 5(1)(b) of the Act. All shares must be without nominal or par value and must comply with Division C of Part 1 of the Act.

Item 4:

If restrictions are to be placed on the right to transfer shares of the Company, set out a statement to this effect and the nature of such restrictions.

Item 5:

State the number of directors. If cumulative voting is permitted, the number of directors must be invariable, otherwise it is permissible to specify a minimum and maximum number of directors.

Item 6:

If restrictions are to be placed on the business the Company may carry on, set out the restrictions.

Item 7:

Other Notices and Documents:

(1) The Articles must be accompanied by a Notice of Registered Office (Form 4), a Notice of Directors (Form 9), and a statutory declaration of a director or authorised officer of each amalgamating Company in accordance with section 224(2) of the Act.

(2) If the amalgamation is effected under section 221 of the Act, the Articles must be accompanied by a copy of the amalgamation agreement and a copy of the required special resolution of shareholders of each amalgamating Company.

(3) If the amalgamation is effected under section 222 or 223 of the Act, the Articles must be accompanied by a copy of the required directors resolution of each amalgamating Company.

Completed documents, in duplicate, and the prescribed fee are to be deposited at the office of the Registrar.

FORM 16

....................................................

Company No.

COMPANIES ACT OF SAINT LUCIA

CERTIFICATE OF AMALGAMATION

........................................................................................................................

Name of Company

I hereby certify that the above-mentioned Company resulted from the amalgamation of the Companies as set out in the attached Articles of Amalgamation.

...................................................

Registrar of Companies

....................................................

Date of Amalgamation

			FORM 17 (Section 372)
COMPANIES ACT OF SAINT LUCIA
ARTICLES OF CONTINUANCE
.........................................................................................................................
1.	Name of Company:		2.	Company No.:
.........................................................................................................................
3.	The classes and any maximum number of shares that the Company is authorised to issue.
.........................................................................................................................
4.	Restrictions (if any) on share transfers.
.........................................................................................................................
5.	Number (or minimum or maximum number) of directors.
.........................................................................................................................
6.	Restrictions if any on business the Company may carry on.
.........................................................................................................................
7.	If change of name effected, previous name.
.........................................................................................................................
8.	Details of incorporation.
.........................................................................................................................
9.	Other provisions if any.
10	*Date*	*Signature*			*Title*

FORM 17

COMPANIES ACT OF SAINT LUCIA

COMPANIES LIMITED BY SHARES ARTICLES OF CONTINUANCE

INSTRUCTIONS

Format:

Item 1:

Set out the full legal name of the Company.

Item 3:

Set out the details required by section 5(1)(b) of the Act. All shares must be without nominal or par value and must comply with Division C of Part 1 of the Act. Par value shares issued by a Company before continuance are deemed to be shares without nominal or par value (section 26(3)).

Item 4:

If restrictions are to be placed on the right to transfer shares of the Company, set out a statement to this effect and the nature of such restrictions.

Item 5:

State the number of directors. If cumulative voting is permitted, the number of directors must be invariable, otherwise it is permissible to specify a minimum and maximum number of directors.

Item 6:

If restrictions are to be placed on the business the company may carry on, set out the restrictions.

Item 9:

Signature:

A director or authorised officer of the Company shall sign the Articles.

Other Documents:

The Articles must be accompanied by Notice of Registered Office (Form 4) and Notice of Directors (Form 9).

Completed documents, in duplicate, and the prescribed fee are to be deposited at the office of the Registrar.

FORM 18
COMPANIES ACT OF SAINT LUCIA
ARTICLES OF CONTINUANCE NON-PROFIT COMPANY
.........................................................................................................................
1. Name of Company:		Company No.:
.........................................................................................................................
2. The Company has no authorised share capital, is to be carried on without pecuniary gain to its members, and any profits or other accretions to the assets of the Company are to be used in furthering its undertaking.
.........................................................................................................................
3. Restrictions on the undertaking that the Company may carry on:
.........................................................................................................................
4. Number (or minimum and maximum number) of directors:
.........................................................................................................................
5. The address of the principal office or premises of the Company is:
.........................................................................................................................
6. If change of name effected, previous name:
.........................................................................................................................
7. Details of Incorporation:
.........................................................................................................................
8. Other provisions if any, e.g.
(a) The interest of each member in the Company shall be transferable and shall not cease on death.
(b) The members of the Company may at any time resolve to wind up the Company whereupon the assets of the Company, after payment of all debts and liabilities of the Company shall be distributed in accordance with such provisions as are contained in Part 4 of the Companies Act as shall be applicable.
*Date*	*Signature*		*Title*

FORM 18

COMPANIES ACT OF SAINT LUCIA

ARTICLES OF CONTINUANCE NON-PROFIT COMPANY

INSTRUCTIONS

Format:

Item 1:

Set out the full legal name of the Company.

Item 2:

These details are required by section 329(b) of the Act.

Item 3:

If restrictions are to be placed on the undertaking the Company may carry on, set out the restrictions.

Item 5:

Where the undertaking of the Company is of a social nature there must be stated the full address of the clubhouse or similar building that the Company is maintaining.

Item 8:

Any provision that forms part of the Articles may be set out if the provision is permitted by the Act or Regulations to be set out in the bye-laws of the Company.

Signature:

A director or authorised officer of the Company shall sign the Articles.

Other Documents:

The Articles must be accompanied by a Notice of Registered Office (Form 4) and a Notice of Directors (Form 9).

Completed documents, in duplicate, and the prescribed fee are to be deposited at the office of the Registrar.

FORM 19

...........................................................

Company No.

COMPANIES ACT OF SAINT LUCIA

CERTIFICATE OF CONTINUANCE

.........................................................................................................................

Name of Company

I hereby certify that the above-mentioned Company was continued, as set out in the attached Articles of Continuance, under section 373 of the Companies Act.

........................................................

Registrar of Companies

........................................................

Date of Continuance

FORM 20
COMPANIES ACT OF SAINT LUCIA
ARTICLES OF RE-ORGANISATION/ARRANGEMENT
.........................................................................................................................
1. Name of Company:		Company No.:
.........................................................................................................................
2. In accordance with the order for re-organisation/arrangement, the Articles of Incorporation are amended as follows:
*Date*	*Signature*		*Title*

FORM 20

COMPANIES ACT OF SAINT LUCIA

ARTICLES OF RE-ORGANISATION/ARRANGEMENT

INSTRUCTIONS

Format:

Documents required to be sent to the Registrar under the Act must conform to regulations 22 to 26 of the Regulations under the Act.

General:

(a) This document shall set out the amendments to the Articles in accordance with the court order under section 236 or 237 as the case may be;

(b) The amendments must relate to the corresponding provisions of the Articles being amended, e.g. sections, subsections, clauses, etc.

Signature:

A director or officer authorised by the Company or the court shall sign the Articles.

Other Documents:

The Articles must be accompanied by:

(a) A copy of the court order; and

(b) Notice of Change of Address of Registered Office (Form 4) or Notice of Change of Directors (Form 9) if there is a change in registered office or a change of directors.

Completed documents, in duplicate, and the prescribed fee are to be deposited at the office of the Registrar.

					FORM 21 (Section 341)
COMPANIES ACT OF SAINT LUCIA
EXTERNAL COMPANY APPLICATION FOR REGISTRATION

1. Name of Company: Company Number

2. Address of Registered or Head Office:

3. Address of Principal Office, (if any), in Saint Lucia:

4. Corporate Structure:
(a) Jurisdiction in which incorporated:
(b) Date and manner of incorporation:
(c) Period fixed for duration of company:
(d) Extent to which liability of shareholders limited:
5. Share Capital by Company				Purchased by Company					Redeemed by Company
Class of Shares	Number Issued and Out- standing	Amount of Stated Capital		In Last Financial Period		Cumulative Total			In Last Financial Period	Cumulative Total






6. Main types of business carried on and the date on which company intends to commence any of its operations in Saint Lucia.

7. The directors of the company are:
*Full Name*			*Address*				*Occupation*



8. Documents attached are:
(a) Verified copy of corporate instruments defining the constitution of company;
(b) Power of Attorney in accordance with section 346 of the Act;
(c) Statutory Declaration by directors;
(d) Statutory Declaration by attorney-at-law.
*Date*			*Signature*					*Title*




INSTRUCTIONS
Item 1:
Set out full legal name of company.
Items 2 and 3:
Set out address in full, such as street, number and if multi-office building, room number and postal code.
Item 4:
Give date, jurisdiction and manner of incorporation and particulars of its corporate instruments, including the period, if any, fixed by its corporate instruments for its duration.
Item 5:
State the particulars required by section 344 of the Act.
Item 6:
State the main actual business or businesses of the company, and the date on which the company intends to commence any of its operations in Saint Lucia.
Item 7:
With respect to each director, set out first given name, full names and family name and full residential address. Also specify occupation
Item 8:
Verified copy of each of its corporate instruments with up-to-date amendments must be obtained from an appropriate official of jurisdiction where the company is incorporated or deemed to be incorporated. A notarially certified copy will be accepted.
There must also accompany the statement the statutory declarations required by section 344(2)(c) of the Act one of which must include a declaration that the company is a validly existing company.
Signature:
A director or authorised officer of the company or an attorney-at-law shall sign the application.
Completed documents, in duplicate and the prescribed fee are to be deposited at the office of the Registrar.

(Substituted by S.I. 33/2016)

FORM 22

.....................................

Company No.

COMPANIES ACT OF SAINT LUCIA

CERTIFICATE OF REGISTRATION OF EXTERNAL COMPANY

.........................................................................................................................

Name of Company

I hereby certify that the above-mentioned Company, was registered as an external Company under the Companies Act.

............................................................

Registrar of Companies

.............................................................

Date of Registration

FORM 23
COMPANIES ACT OF SAINT LUCIA
POWER OF ATTORNEY
Know all men by these presents that
.........................................................................................................................
Name and address of external Company
(hereinafter called the “Company”)
hereby appoints:
.........................................................................................................................
Name and address of attorney:
.........................................................................................................................
its true and lawful attorney, to act as such, and as such to sue and be sued, plead and be impleaded in any court in Saint Lucia, and generally on behalf of the Company within Saint Lucia to accept service of process and to receive all lawful notices and, for the purposes of the Company to do all the acts and to execute all deeds and other instruments relating to the matters within the scope of this power of attorney. It is hereby declared that service of process in respect of suits and proceedings by or against the Company and of lawful notices on the attorney will be binding on the Company for all purposes. Where more than one person is hereby appointed attorney, any one of them, without the others, may act as true and lawful attorney of the Company.
This appointment revokes all previous appointments in so far as such appointment relates to the scope of the powers prescribed by this power.
*Date*	*Signature*	*Title*

COMPANIES ACT OF SAINT LUCIA

CONSENT TO ACT AS ATTORNEY

I, ......................................................................................................................

Name of Attorney

of .....................................................................................................................

Business Address

hereby consent to act as the attorney for .........................................................

under the Power of Attorney dated the .................................................. filed herewith.

Dated this .............................. day of .............................. , 20..........

WITNESS: .............................. Signature .........................................................

Signature of Attorney

Address ...........................................................................................................

.........................................................................................................................

Occupation .....................................................................................................

.........................................................................................................................

COMPANIES ACT OF SAINT LUCIA
POWER OF ATTORNEY
INSTRUCTIONS
(a)	Set out full legal name and foreign address of Company.
(b)	Set out first given name, initial and family name of attorney.
(c)	Set out the business address of the attorney in full.
(d)	A Company may appoint several persons as its attorney. The appointment of a law firm or any other firm as an attorney will not be accepted.
(e)	The filing of a power of attorney revokes all previous appointments.
(f)	Where more than one attorney is appointed, consent of each attorney is required. In this event, write in the space provided for consent to act as Attorney.
“The annexed Schedule 1 is incorporated in this form,” and annex as Schedule 1 Consent to act as Attorney amended to provide for the number of attorneys appointed. Completed form, in duplicate, is to be deposited at the office of the Registrar.

FORM 24
(Section 356)

COMPANIES ACT OF SAINT LUCIA

EXTERNAL COMPANY ANNUAL RETURN

…..…………………………………………………………………………………...

…………………………………………………………………………….……………

1. Name of Company:

Return for year ending:

………………………………………………………………………………………...

………………………………………………………………………….………………

Address of Registered or Head Office:

Company Number:

…………………………………………………………………………………………

………………….…………………………………………………….….……………

Address of principal office, if any, in Saint Lucia:

Date of Registration:

2. List any changes in corporate structure:

……………………………………………………………………………………………………………………………………………………

3. (a) Share Capital

Share capital

Purchased by company

Redeemed by company

Class of Shares

Number Issued and Outstanding

Amount of Stated Capital

In Last Financial Period

Cumulative Total

In Last financial Period

Cumulative Total

(b) List the names of persons holding shares in the company on 31st December, 20…………, and persons who have held shares in the company at any time since the date of the last return. In the case of the first return, list the names of the persons holding shares in the company since the date of the incorporation or continuance of the company.

Shareholder Information

Beneficial Owner Information

Account of Shares

Remarks

Name

Nationality

Address / registered office

Name

Nationality

Address / registered office

Class of shares and number held at date of return

Particulars of shares transferred since the date of the last return or in the case of the first return, of the company or its continuance, by —

(a) persons who are still members; and

(b) persons who have ceased to be members

Number

Date of registration of transfer

(a) shareholder

(a)

(b)

(b) beneficial
owner

4. Main type of business carried on:

………………………………………………………………………………………………………………………………………………………………………………..…………..

5. Name and address of attorney(s)-at-law appointed under section 346 of the Companies Act:

……………………………………………………………………………………………………………………………………………………………………………….…………….

6. Director(s) of the company:

Full Name

Address

Occupation

Date

Signature

Title

(Amended by S.I. 46/2012 and substituted by S.I. 33/2016, by S.I. 87/2016 and by S.I. 171/2020)

FORM 25
COMPANIES ACT OF SAINT LUCIA
APPLICATION TO RESTORE NAME TO THE REGISTER
.........................................................................................................................
1. Name of Company:		Company No.:
.........................................................................................................................
2. Date Company struck off register:
.........................................................................................................................
.........................................................................................................................
3. Full address of registered office if incorporated under the laws of Saint Lucia.
.........................................................................................................................
.........................................................................................................................
4. Full address of registered or principal office if incorporated other than under the laws of Saint Lucia.
5. The Directors of the Company are:
*Full Name*	*Address*		*Occupation*




*Date*	*Signature*		*Title*

	FORM 26 (Section 522)
COMPANIES ACT OF SAINT LUCIA
REQUEST FOR NAME SEARCH AND NAME RESERVATION
1. Name, address, telephone number and email address of person making request:
2. Proposed name or names in order of preference:
3. Main types of business the company carries on or proposes to carry on:
4. Derivation of name:
5. First available name to be reserved: Yes [ ] No [ ]
6. Name is for:
[ ] Incorporation
[ ] Incorporation of non-profit company
[ ] Registration of Member State company
[ ] Registration of External Company
[ ] Change of name
[ ] Restoration
[ ] Amalgamation
7. If for change of name, state present name of company:
8. If for amalgamation, state names of amalgamating companies:
INSTRUCTIONS
General:
This form is for use in reserving a name or in checking availability of a name. One copy of the form will be returned to sender indicating result of search. If the name is available, it should be attached to Articles of Incorporation when submitted. The form need not be attached to Articles of Incorporation if the name has been reserved.
An indication that a name is available at this time is not to be construed as an undertaking that the name will be available if and when the Articles of Incorporation are submitted.
Item 1:
Set out name, address, telephone number and email address of person making request.
Item 2:
Set out proposed name or names in order of preference. If more than 3 names are required to be searched (of which only one will be reserved), one or more additional requests must be sent to the Registrar and a fee must be paid in respect of each name to be reserved.
Item 3:
State the main types of business to be carried on.
Item 4:
If a name does not contain a distinctive word or does not describe the business to be carried on, the onus is on the person requesting the name to provide any information that may assist in deciding the suitability of the name. If a name consists of a coined word or initials, set out derivation
Item 5:
A fee is payable for each name reserved.
Item 6:
Select whether the name is for incorporation, registration of an external company stating jurisdiction of incorporation, change of name, amalgamation, etc.
Completed documents, in duplicate, and the prescribed fee (for reservation) are to be deposited at the office of the Registrar.

(Substituted by S.I. 33/2016)

FORM 27
COMPANIES ACT OF SAINT LUCIA
APPLICATION FOR EXEMPTION
.........................................................................................................................
1. Name of Company:			Company No.:
.........................................................................................................................
2. Type of application for exemption:
..........................................		Proxy solicitation – section 144
..........................................		Financial disclosure – section 150
..........................................		Affiliation exemption – section 154(3)
.........................................................................................................................
3. Name and address of applicant:
.........................................................................................................................
4. Capacity of applicant:
.........................................................................................................................
5. Application for exemption is made for the following reasons:
*Date*	*Signature*			*Title*

FORM 27

COMPANIES ACT OF SAINT LUCIA

APPLICATION FOR EXEMPTION

INSTRUCTIONS

Item 1:

Set out full legal name of Company and Company number.

Item 2:

Check the appropriate box to indicate the provision of the Act to which the requested exemption relates.

Item 3:

Set out the full name (first name, initial and family name if an individual) and address.

Item 4:

State the capacity in which the applicant acts, a director, authorised officer or attorney-at-law of a Company, or an attorney-at-law or agent of an applicant.

Item 5:

State clearly the legal, economic or other reasons why the exemption should be granted.

Signature:

The applicant or his or her authorised agent shall sign the application. If the applicant is a Company, a director or authorised agent of the Company shall sign the application.

Completed documents, in duplicate, and the prescribed fee are to be deposited at the office of the Registrar.

FORM 28

(Section 194(1) and (2))

COMPANIES ACT OF SAINT LUCIA

ANNUAL RETURN OF A COMPANY FOR PROFIT INCORPORATED OR CONTINUED UNDER THE ACT

Name of Company

Company No.

……………………………………………………………………………………………

………………………………………………………………..

Address/Registered Office

…………………………………………………………………………………………………………………………………………………………………………………….

(a)

Annual Return made from …………………………………………………….. to ……………………………………………………………

(b)

Share Capital

Issued by company in the last financial period

Purchased or redeemed by company in the last financial period

Class of shares

Number issued and outstanding

Amount of stated capital

Number of shares

Amount of stated capital

Number of shares

Reduction of stated capital

Authorised Share Capital, if any ……………………………………………………………………………………………………………………………….

Class of Shares

Number of shares in each class

1. …………………………………………………………………………………….

…………………………………………………………………………………………….

2. …………………………………………………………………………………….

…………………………………………………………………………………………….

Delivered for filing by:

List of persons holding shares in the company on 31^st December 20…….. and of persons who have held shares at any time since the date of the last return or, in case of the first return, of the incorporation or continuance of the company, showing their names and addresses and an account of the shares so held.

Shareholder information

Beneficial owner information

Account of shares

Remarks

Name

Nationality

Address / registered office

Name

Nationality

Address / registered office

Class of shares and number held at date of return

Particulars of shares transferred since the date of the last return or in the case of the first return, of the incorporation or continuance of the company by —

(a) persons who are still members; and

(b) persons who have ceased to be members

Number

Date of registration of transfer

(a) shareholder

(a)

(b)

(b) beneficial owner

Total amount of the indebtedness of the company in respect of all mortgages and charges of the kind which are required to be registered with the Registrar under section 250 of the Companies Act, $................

The director(s) of the company as of the date of the Annual Return is/are:

Name

Address

Occupation

Nationality

Date of appointment

The secretary or assistant secretary(ies) of the company as of the date of the Annual Return is/are:

Name

Address/Registered / Principal place of business

Status/Occupation

Date of appointment

10.

I hereby certify that the contents of this Annual Return are correct.

Date

Name and Title

Signature

FORM 28
ANNUAL RETURN OF A COMPANY FOR PROFIT INCORPORATED OR CONTINUED UNDER THE ACT INSTRUCTIONS
INSTRUCTIONS
Items 1 and 2
Set out the full legal name of the company, and except where a number has not been assigned, state the company number.
Item 3
State the full address or the registered office of the company.
Item 4
State the anniversary of incorporation or continuance under the Companies Act.
Tick the appropriate box. N.B. – this Return is due “not later than 30 days after each anniversary date of its continuance or incorporation” under section 194(1) the Companies Act.
In the case of a company being continued, state “Not Applicable” or “N/A” in Item 4(b).
Item 5
State class(es) of shares by distinctive name or other form of designation and total number of shares in each class.
Item 6
(i)	State same date as in Item 4,
(ii)	State full name of each shareholder, whether a natural person or a corporation,
(iii)	State address (if a natural person) or registered office (if a corporation),
(iv)	State address, occupation or calling (if a natural person) or status (i.e., “corporation” or “limited” or “unlimited liability company”) (if a corporation),
(v)	State class of shares as per item 5 and number held by each existing shareholder at date of Return,
(vi)	State particulars of shares as transferred since the date of the last return or since the date of incorporation or continuance of the company by persons who are still shareholders or who have ceased to be shareholders, as the case may be.
	In either case, state the following —
	(A)	the number of shares transferred;
	(B)	the relevant class(es) of the shares transferred;
	(C)	the date of registration of each transfer of shares;
	(D)	insert the name of the transferee.

(Inserted by S.I. 89/1999 and substituted by S.I. 171/2020)

Form 29

COMPANIES ACT OF SAINT LUCIA
(Section 363(2))
ARTICLES OF REINCORPORATION
1.	Name of Company		2.	Company Number
3.	The classes and any maximum number of shares that the company is authorized to issue.
4.	Restrictions, if any, on share transfers
5.	Number (or minimum or maximum number) of directors.
6.	Restriction, if any, on business the company may carry on.
7.	If change of name effected, previous name.
8.	Details of Statutory incorporation.
9.	Other provisions if any.
10.	Date	Signature			Title

Form 29

COMPANIES ACT OF SAINT LUCIA

ARTICLES OF REINCORPORATION

INSTRUCTIONS

Format:

Item 1:

Set out the full legal name of the Company.

Item 3:

Set out the details required by section 5(1)(b) of the Act. All shares must be without nominal or par value and must comply with Division C of Part 1 of the Act.

Item 4:

If restrictions are to be placed on the right to transfer shares of the Company, set out a statement to this effect and the nature of such restrictions.

Item 5:

State the number of directors. If cumulative voting is permitted, the number of directors must be invariable, otherwise it is permissible to specify a minimum and maximum number of directors.

Item 6:

If restrictions are to be placed on the business the company may carry on, set out the restrictions.

Signature:

A director or authorised officer of the Company shall sign the Articles.

Other Documents:

The Articles must be accompanied by Notice of Registered Office (Form 4) and notice of Directors (Form 9).

Completed documents, in duplicate, and the prescribed fees are to be deposited at the office of the Registrar.

(Inserted by S.I. 74/2001)

			FORM 30 (Section 178(4))
COMPANIES ACT OF SAINT LUCIA
NOTICE OF SECRETARY OR NOTICE OF CHANGE OF SECRETARY

1. Name of Company: 2. Company Number:

3. Notice is given that on the day of .20 the following person
was appointed secretary:
*Name*		*Mailing Address*		*Occupation*



4. Notice is given that on the day of 20 the following
person(s) was/were appointed assistant secretary(ies):
*Name*	*Mailing Address*				*Occupation*



5. Notice is given that on the day of 20 the following
person ceased to hold office as secretary:
*Name*	*Mailing Address*				*Occupation*


6. Notice is given that on the day of 20 the following
person(s) ceased to hold office as assistant secretary(ies):
*Name*	*Mailing Address*				*Occupation*



*Date*	*Signature*				*Title*


INSTRUCTIONS
Format:
Documents required to be sent to the Registrar under the Act must conform to regulations 22 to 26 of the Regulations under the Act.
Item 1:
Set out the full legal name of the company and, except where a number has not been assigned, state the company number.
Items 3, 4 and 5:
With respect to each secretary or assistant secretary, as the case may be:
(a) set out first given name, full names and family name;
(b) state full residential address; and
(c) specify occupation clearly, e.g. manager, farmer, geologist.
Items 4, 5 and 6:
To be completed only if an assistant secretary has been appointed or has ceased to hold office. These sections may also be deleted if not applicable.
Signature:
A director or authorised officer of the company shall sign a notice.
Completed document, in duplicate, is to be deposited at the office of the Registrar.

(Inserted by S.I. 33/2016)

					FORM 31 (Section 18(2))
COMPANIES ACT OF SAINT LUCIA
RETURN OF ALLOTMENTS
(Pursuant to section 18(2) of the Companies Act, Cap. 13.01)

Name of Company: Company Number:

Name	Address	Nationality	Class of Shares	Consideration (per share)		Number Allotted	Value of Allotment	Date Shares Allotted	Total Shares Now Held



Dated this day of , 20

Corporate Seal/ Stamp

(Name of signatory and title)
*Note:* The company seal or stamp must be affixed if the signatures of all directors are not appended.

(Inserted by S.I. 33/2016)

	FORM 32 (Section 352)
COMPANIES ACT OF SAINT LUCIA
NOTICE OF CESSATION OF BUSINESS OF EXTERNAL COMPANY
To the Registrar of Companies,
[Name of *Director/Secretary], hereby gives notice that —
on the day of , 20
[Insert date of cessation], [Name of Company],
Company Number [insert company number] ceased to carry
on business as an external company in Saint Lucia.
Dated this day of , 20

		*Director/Secretary
*Strike out whichever is inapplicable.

(Inserted by S.I. 33/2016)

	FORM 33 (Section 377H(1))
COMPANIES ACT OF SAINT LUCIA
NOTICE OF CESSATION OF BUSINESS OF MEMBER STATE COMPANY
To the Registrar of Companies,
[Name of *Director/Secretary], hereby gives notice that —
on the day of 20
[Insert date of cessation], [Name of Company],
Company Number [insert company number] ceased to carry
on business as a Member State Company in Saint Lucia.
Dated this day of , 20

		*Director/Secretary
*Strike out whichever is inapplicable.

(Inserted by S.I. 33/2016)

					FORM 34 (Section 377B)
COMPANIES ACT OF SAINT LUCIA
APPLICATION FOR REGISTRATION OF MEMBER STATE COMPANY
1. Name of Company Company Number
2. Address of Registered or Head Office


3. (a) Address of Principal Office in [State]

(b) Address for service

4. Structure
(a) member state in which incorporated;
(b) date and manner of incorporation;
(c) subsidiary or branch status;
(d) period fixed for duration of company;
(e) extent to which the liability of the shareholders is limited.
5. Shares
Class of Shares	Authorized Capital		Subscribed Capital				Paid-up or Stated Capital		Number of Shares Company is authorized to issue		Nominal or Par Value of Shares, if any




6. Nationality or citizenship of the shareholders.
7. The business that the company will carry on in Saint Lucia.
8. The date on which the company intends to commence any of its operations in Saint Lucia.
9. The Directors of the company are —
Full Name		Nationality				Address				Occupation

10. Documents attached are:
(a) verified copy of the corporate instruments defining constitution of company;
(b) Certificate of Good Standing or equivalent;
(c) proof of nationality or citizenship of the shareholders in accordance with item 6;
(d) a statutory declaration by a director verifying the particulars set out in the application and identifying the subsidiary or branch status or in whom effective control of the company resides.
Date				Name and title				Signature


INSTRUCTIONS
Item 1
Set out full legal name of company.
Items 2 and 3
Set out —
(a) address in full, such as street, number and, if multi-office building, room number and postal code;
(b) address for service of notices to be given by the Registrar.
Item 4
Give date, jurisdiction and the manner of incorporation and particulars of its corporate instruments, including the period, if any, fixed by its corporate instruments for its duration. Indicate whether the company is registering as a branch or as a subsidiary of a holding company. Provide details of authorization.
Item 5
State particulars required by item 5.
Item 6
State the nationality or citizenship of the company's shareholders.
Item 7
State the type of business that the company will be carrying out in Saint Lucia.
Item 8
State the date on which the company intends to commence any of its operations in Saint Lucia.
Item 9
With respect to each director, set out first given name, middle name and family name and full address. Also specify occupation and nationality.
Item 10
A verified copy of each of its corporate instruments with up-to-date amendments must be obtained from an appropriate official of the jurisdiction where the company is incorporated. A certified copy will be accepted.
A certificate of good standing or equivalent document from the jurisdiction where the company is incorporated must be submitted.
Proof of nationality or citizenship of shareholders in accordance with item 6.
A statutory declaration by a director verifying the particulars set out in the application and identifying the subsidiary or branch status or in whom effective control of the company resides.
Signature
A director or authorized officer of the company or an attorney-at-law shall sign the application.
Completed documents, in duplicate, and the prescribed fees are to be filed at the office of the Registrar and one set of the duplicate originals will be returned to the company or its representative with the endorsement “Registered” and the date of registration.

(Inserted by S.I. 33/2016 and substituted by S.I. 87/2016)

	FORM 35 (Section 377D)
COMPANIES ACT OF SAINT LUCIA
CERTIFICATE OF REGISTRATION OF MEMBER STATE COMPANY

		Company Number

(Name of company)
Hereby certify that the above-mentioned company was registered as a Member State company under the Companies Act.

			Registrar of Companies

			Date

(Inserted by S.I. 33/2016)

FORM 36
(Section 377L)

COMPANIES ACT OF SAINT LUCIA

ANNUAL RETURN OF MEMBER STATE COMPANY

………………………………………………………………………………………….

1. Name of Company:

Return for year ending:

………………………………………………………………………………………….

Address of Registered or Head Office:

Company Number:

………………………………………………………………………………………………….………………………………………………………………………………………….

Address/principal office, if any, in Saint Lucia:

Date of Registration: ………………………………………………………………………………………………………………………………………………….……….

2. List any changes in corporate structure: …………………………………………………………………………………………………………………….

3. (a) Share Capital

Share Capital

Issued by the company in the last financial period

Purchased or redeemed by the company in the last financial period

Class of shares

Number issued and outstanding

Amount of stated capital

Number of shares

Amount of stated capital

Number of shares

Reduction of stated capital

(b) List the names of persons holding shares in the company on the 31^st day of December, 20……….., and persons who have held shares in the company at any time since the date of the last return.

Shareholder
Information

Beneficial Owner
Information

Account of Shares

Remarks

Name

Nationality

Address / registered office

Name

Nationality

Address / registered office

Class of shares and number held at date of return

Particulars of shares transferred since the date of the last annual return or in the case of the first return, of the company or its continuance, by —

(a) persons who are still members; and

(b) persons who have ceased to be members

Number

Date of registration of transfer

(a) shareholder

(a)

(b)

(b) beneficial owner

4. Main type of business carried on:

………………………………………………………………………………………………………………………………………………….

5. Director(s) of the Company

Full Name