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31.   Stated capital accounts

Revised Laws of Saint Lucia (2022)

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31.   Stated capital accounts

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    (1)   A company shall maintain a separate stated capital account for each class and series of shares that it issues.

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    (2)   A company shall add to the appropriate stated capital account the full amount of the consideration that it receives for any shares that it issues.

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    (3)   A company shall not reduce its stated capital or any stated capital account except in the manner provided by this Act.

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    (4)   A company shall not, in respect of a share that it issues, add to a stated capital account an amount greater than the amount of the consideration that it receives for the share.

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    (5)   When a company proposes to add an amount to a stated capital account that it maintains in respect of a class or series of shares, that addition to the stated capital account shall be approved by special resolution if—

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      (a)     the amount to be added was not received by the company as consideration for the issue of shares; and

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      (b)     the company has issued any outstanding shares of more than one class or series.

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    (6)   Despite section 30(2)—

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      (a)     when, in exchange for property, a company issues shares

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        (i)     to a body corporate that was an affiliate of the company immediately before the exchange, or

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        (ii)     to a person who controlled the company immediately before the exchange,

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      the company, subject to subsection (4), may add to the stated capital accounts that are maintained for the shares of the classes or series issued, the amount agreed, by the company and the body corporate or person, to be the consideration for the shares so exchanged;

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      (b)     when a company issues shares in exchange for shares of a body corporate that was an affiliate of the company immediately before the exchange, the company may, subject to subsection (4), add to the stated capital accounts that are maintained for the shares of the classes or series issued an amount that is not less than the amount set out, in respect of the acquired shares of the body corporate, in the stated capital or equivalent accounts of the body corporate immediately before the exchange; or

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      (c)     when a company issues shares in exchange for shares of a body corporate that becomes, because of the exchange, an affiliate of the company, the company may, subject to subsection (4), add to the stated capital accounts that are maintained for the classes or series issued an amount that is not less than the amount set out, in respect of the acquired shares of the body corporate, in the stated capital or equivalent accounts of the body corporate immediately before the exchange.

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    (7)   When a former-Act company is continued under this Act—

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      (a)     then, despite subsection (2), it is not required to add to a stated capital account any consideration received by it before it was so continued, unless the share in respect of which the consideration is received is issued after the company is continued under this Act;

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      (b)     an amount unpaid in respect of a share issued by the former-Act company before it was so continued shall be added to the stated capital account that is maintained for the shares of that class or series; and

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      (c)     its stated capital account for the purposes of—

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        (i)     section 39(2),

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        (ii)     section 44,

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        (iii)     section 53(2)(b), and

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        (iv)     section 224(2)(a),

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      includes the amount that would have been included in the stated capital if the company had been incorporated under this Act.

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