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45.   Stated capital adjustment

Revised Laws of Saint Lucia (2022)

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45.   Stated capital adjustment

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    (1)   Upon a purchase, redemption or other acquisition by a company under section 39, 40, 41, 57 or 226 or section 241(3)(f), of shares or fractions thereof issued by it, the company shall deduct, from the stated capital account maintained for the class or series of shares purchased, redeemed or otherwise acquired, an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition.

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    (2)   A company shall deduct the amount of a payment made by the company to a shareholder under section 241(3)(g) from the stated capital account maintained for the class or series of shares in respect of which the payment was made.

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    (3)   A company shall adjust its stated capital accounts in accordance with any special resolution referred to in section 44(2).

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    (4)   Upon a conversion of issued shares of a class into shares of another class, or upon a change under section 213, 236 or 241 of issued shares of a company into shares of another class or series, the company shall—

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      (a)     deduct, from the stated capital account maintained for the class or series of shares changed or converted, an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series changed or converted, divided by the number of issued shares of that class or series immediately before the change or conversion; and

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      (b)     add the result obtained under paragraph (a), and any additional consideration received by the company under the change, to the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been changed or converted.

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    (5)   For the purposes of subsection (4), when a company issues 2 classes of shares and there is attached to each of the classes a right to convert a share of the one class into a share of the other class, then, if a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of issued shares of both classes immediately before the conversion.

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