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311.   Registration of prospectus

Revised Laws of Saint Lucia (2022)

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311.   Registration of prospectus

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    (1)   A person shall not issue a prospectus unless a copy thereof has first been registered by the Registrar and the prospectus states on its face the fact of the registration and the date on which it was effected.

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    (2)   The Registrar may not register a copy of a prospectus unless—

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      (a)     a copy of the prospectus is lodged with the Registrar on or before the date of its issue, and it is signed by every director and by every person who is named in the prospectus as a proposed director of the company, or by his or her agent authorised in writing;

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      (b)     the prospectus appears to comply with the requirements of this Act;

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      (c)     there are also lodged with the Registrar copies of any consents required by section 313 to the issue of the prospectus and of all material contracts referred to in the prospectus, or, in the case of any such contract that is not reduced to writing, a memorandum giving full particulars of the contract; and

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      (d)     the Registrar is of the opinion that the prospectus does not contain any statement or matter that is misleading in the form or context in which it is included.

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    (3)   If the Registrar refuses to register a prospectus, he or she shall give notice of that fact to the person who lodged the prospectus, and give in the notice the reason for his or her refusal; and if the Registrar registers a prospectus he or she shall give notice of that fact to the person who lodged the prospectus, and give in the notice the date on which the registration was effected.

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    (4)   A person who lodged a prospectus with the Registrar may, within 30 days after he or she is notified of a refusal to register under subsection (3), require in writing that the Registrar refer the matter to the court; and the Registrar shall then refer the matter to the court for its determination.

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    (5)   Where a refusal to register is referred to the court under subsection (4), the court, after hearing the person who lodged the prospectus, and, if the court so wishes, the Registrar, may order the Registrar to register the prospectus, or it may uphold his or her decision to refuse registration.

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    (6)   On the hearing under subsection (5), a party may be heard in person or by an attorney-at-law.

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