Revised Laws of Saint Lucia (2023)

ESTABLISHMENT, POWERS AND OBJECTIVES OF THE CREDIT GUARANTEE CORPORATION

ARTICLE 3
ESTABLISHMENT AND LEGAL PERSONALITY

(1)     There is established the Eastern Caribbean Partial Credit Guarantee Corporation.

(2)     The Credit Guarantee Corporation is a body corporate with full legal personality.

(3)     The establishment of the Credit Guarantee Corporation shall take effect upon entry into force of this Agreement in accordance with Article 73 of this Agreement.

ARTICLE 4
OBJECTIVES

The objectives of the Credit Guarantee Corporation are to —

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   (a)     assist in promoting economic growth and development in Member Territories by administering the Credit Guarantee Scheme to increase access to finance;

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   (b)     offer credit guarantees to Participating Lenders in respect of Qualifying Enterprises;

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   (c)     enable Qualifying Enterprises to access loans from Participating Lenders with the intention of —

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      (i)     strengthening the confidence of Participating Lenders in providing loans to Qualifying Enterprises; and

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      (ii)     increasing the ease with which loans can be accessed by Qualifying Enterprises from Participating Lenders.

ARTICLE 5
POWERS

(1)     The Credit Guarantee Corporation has the following powers —

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   (a)     to initiate, conduct, defend, settle, compound or abandon legal proceedings against any person in its corporate name;

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   (b)     to enter into contracts and incur obligations, in relation to any of its activities and property in its corporate name;

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   (c)     to have a common seal and to alter or change that seal;

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   (d)     to acquire and hold any moveable or immoveable property for purposes for which the Credit Guarantee Corporation is constituted, and to dispose of or charge such property at pleasure;

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   (e)     to invest or otherwise manage its funds in accordance with its investment policy;

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   (f)     to enter into a credit guarantee agreement with a Participating Lender guaranteeing repayment to that Participating Lender of such part of the principal and interest of moneys borrowed from the Participating Lender pursuant to a qualifying loan agreement;

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   (g)     to participate in any restructuring or to ensure the enforcement of a credit guarantee agreement given by it where a Participating Lender fails or refuses to comply with the terms of a Credit Guarantee Scheme;

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   (h)     to borrow or raise funds as may be approved by the Board;

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   (i)     to perform functions under the Credit Guarantee Scheme as may be specified in a credit guarantee agreement;

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   (j)     to withdraw any credit guarantee given by it in respect of a Qualifying Loan Agreement where a Participating Lender fails or refuses to comply with the terms of the Credit Guarantee Scheme;

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   (k)     to discharge any debt, obligation or liability.

(2)     The powers conferred on the Credit Guarantee Corporation under paragraph (1) shall be in addition to and not in derogation of any of the rights, powers, privileges conferred on the Credit Guarantee Corporation by this Agreement or any other law.

(3)     The Credit Guarantee Corporation may exercise other powers as may be expedient for, ancillary to or incidental to attaining its objectives.

ARTICLE 6
IMMUNITIES

(1)     The Credit Guarantee Corporation shall be accorded in each Member Territory the status, immunities and privileges set forth in this Article to enable it to carry out its objectives.

(2)     The Credit Guarantee Corporation, its property and its assets, wherever located and by whomsoever held, shall enjoy immunity from every form of judicial process except to the extent that it expressly waives its immunity for the purpose of any proceedings or by the terms of any contract if, in its judgment, justice so requires and the waiver will not defeat the objectives of the Credit Guarantee Corporation.

(3)     Property and assets of the Credit Guarantee Corporation shall be immune from search, requisition, acquisition or any other form of seizure.

(4)     The appointed Directors, Officers and employees of the Credit Guarantee Corporation —

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   (a)     shall be immune from legal process, and be held harmless and indemnified by the Credit Guarantee Corporation for legal costs, with respect to acts performed or omissions made by them in their official capacity in good faith except when the Credit Guarantee Corporation waives this immunity, or where such acts or omissions are as a consequence of fraud, gross negligence or wilful recklessness on the part of such Director, Officer or employee;

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   (b)     not being nationals, shall be granted the same immunities from immigration restrictions, alien registration requirements and national service obligations as are granted to nationals;

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   (c)     shall be granted the same treatment in respect of travelling facilities as is accorded by Participating Governments to representatives, officials and employees of comparable rank of other Participating Governments.

(5)     The Credit Guarantee Corporation, its assets, property, income and its business shall be immune from all taxation, levies, and from all customs duties in respect of goods acquired by, or services rendered to it for its own use, and the Credit Guarantee Corporation shall also be immune from liability for the collection or payment of any tax.

(6)     Tax shall not be imposed on or in respect of salaries and emoluments, including pensions and gratuities, paid by the Credit Guarantee Corporation to the appointed Directors, Officers and employees of the Credit Guarantee Corporation.

(7)     Tax of any kind shall not be imposed on —

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   (a)     any obligation or security issued by the Credit Guarantee Corporation, including any dividend or interest thereon, by whomsoever held;

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   (b)     any securities, rights or liabilities transferred to the Credit Guarantee Corporation by a Participating Lender pursuant to any requirements of Article 40(1)(j) in relation to the transfer of any rights and liabilities under a Qualifying Loan Agreement;

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   (c)     any credit guarantees issued by the Credit Guarantee Corporation.

(8)     An action may be brought against the Credit Guarantee Corporation only in a court of competent jurisdiction in a Member Territory in which it has an office or branch, has appointed an agent for the purpose of accepting service or notice of process, or has issued or guaranteed securities.

ARTICLE 7
PLACE OF OFFICE AND ESTABLISHMENT OF BRANCHES OR AGENCIES

(1)     The Credit Guarantee Corporation shall have its principal office in one of the Member Territories as the Board of Directors may determine.

(2)     The Credit Guarantee Corporation may, if it considers it necessary to do so, establish branches or agencies or appoint agents and correspondents in any Member Territory.

ARTICLE 8
ADDRESS, SERVICE OF DOCUMENTS, ELECTRONIC RECORDS

(1)     The Credit Guarantee Corporation shall at all times have a fixed address in one of the Member Territories.

(2)     Documents may be served on the Credit Guarantee Corporation by leaving them at or sending them by registered post to the principal office of the Credit Guarantee Corporation or any branches or agencies that may be established under Article 7.

(3)     If the Credit Guarantee Corporation, pursuant to any written law —

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   (a)     accepts the filing of documents, or obtains information in any form;

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   (b)     requires that documents be created or retained;

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   (c)     requires documents, records or information to be provided or retained in their original form; or

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   (d)     issues any permit, licence or approval,

     then, the Credit Guarantee Corporation may, notwithstanding anything to the contrary in such written law, carry out those functions by electronic means.

(4)     If the Credit Guarantee Corporation carries out any of the functions under paragraph (3) by electronic means, the written law may specify —

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   (a)     the manner and format in which the documents, records or information in electronic form shall be filed, obtained, created, provided, retained, or issued;

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   (b)     the manner and format in which —

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      (i)     a signature shall be affixed to the documents, record or information in electronic form, and

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      (ii)     the identity of the person filing the document may be ascertained or it may be ascertained whether mandatory criteria for any electronic authentication service provider is used by the person filing the document;

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   (c)     control processes and procedures as may be appropriate to ensure adequate integrity, security and confidentiality of documents, records or information in electronic form; or

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   (d)     any other required attributes for documents, records or information in electronic form that are specified for corresponding paper documents.

ARTICLE 9
CUSTODY AND USE OF COMMON SEAL

(1)     The Credit Guarantee Corporation shall have a common seal.

(2)     The Board shall provide for the safe custody of the common seal of the Credit Guarantee Corporation.

(3)     The common seal of the Credit Guarantee Corporation shall be affixed to instruments pursuant to a resolution of the Board and by and in the presence of —

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   (a)     the Chairperson or, in his absence the Deputy Chairperson; and

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   (b)     one other Director or the corporate secretary.

(4)     All documents made by the Credit Guarantee Corporation other than those required by law to be under seal, and all decisions of the Credit Guarantee Corporation may be signified under the hand of the Chairperson, the Deputy Chairperson or the corporate secretary.

ARTICLE 10
OFFICIAL SEAL

(1)     The Credit Guarantee Corporation shall have an official seal, which shall be a facsimile of its common seal, for use in any Member Territory other than the location at which the principal office of the Credit Guarantee Corporation is situated, with the addition on its face of the name of every Member Territory where it is to be used.

(2)     The official seal when duly affixed to a document has the same effect as the common seal of the Credit Guarantee Corporation.

(3)     The Credit Guarantee Corporation may by writing under its common seal, authorise any person appointed for the purpose in a Member Territory to affix the official seal to any deed or other document to which the Credit Guarantee Corporation is a party in that Member Territory.

(4)     The person affixing the official seal shall certify in writing the date on which and the place at which it is affixed.