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Back to Revised Laws of Saint Lucia (2023)

CONTINUATION

120. The Company may by a resolution of members or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside of Saint Lucia in the manner provided under those laws.

We, ____________________________________________________ for the purpose of incorporating an International Business Company under the Laws of Saint Lucia hereby subscribe our names to these Articles of Association the ______ day of ____________________ in the presence of:
________________________________	________________
Registered Agent	Date

Attachment 3
DUE DILIGENCE
QUESTIONNAIRE
1.	Have you spoken with the advisor of the beneficial owner(s) of the international business company?
			YES	NO
	Legal		Tax	Accounting	Other
	If other describe ____________________________
2.	(1)	Have you received bank references for beneficial owner(s) of the international business company?
			YES	NO
	If answer is YES, give details __________________
	If answer is NO, give details ___________________
	(2)	Have you received any other reference for the beneficial owner(s) of the international business company?
			YES	NO
		If answer is YES, give details __________________
		If answer is NO, give details ___________________
3.		Have you received bank references for, or a reference from an accountant or legal advisor of, directors of the international business company?
			YES	NO
		If answer is YES, give details __________________
		If answer is NO, give details ___________________
4.	(1)	Have you obtained a certified copy of the passport of the beneficial owner(s) of the international business company?
			YES	NO
		If answer is YES, give details __________________
		If answer is NO, give reasons __________________
	(2)	Have you obtained a certified copy of the passport of the director(s) of the international business company?
			YES	NO
		If answer is YES, give details __________________
		If answer is NO, give reasons __________________
5.		What other checks if any have you done ____________
		__________________________________
		__________________________________
**Tick as appropriate*
Applicant: _____________________
Name: ________________________
Signature: _____________________

FORM 2

(Regulation 4(1))

SAINT LUCIA

[COAT OF ARMS]

CERTIFICATE OF INCORPORATION

(International Business Companies Act: Section 6)

CERTIFICATE OF INCORPORATION

Name of Company/Number of Company

I, hereby certify that the above named International Business Company was incorporated on the ________ day of _________________,

________________________

Registrar

International Business Companies

FORM 3
(Regulation 4(2))
APPLICATION FOR DUPLICATE OF CERTIFICATE OF INCORPORATION
(*International Business Companies Act: Section 6*)
I, ________________ acting in the capacity of member/director/ officer of the international business company named below, hereby apply for a duplicate copy of the certificate of incorporation of:

*Name of International Business Company*
I __________________ certify that the above named is a duly authorised to make this application.
Signed by: __________________________ ______________________
Registered Agent Date
__________________________ ______________________
Applicant Date

I certify that this application was registered on ___________ day of _______________________ , ___________________________ and the duplicate copy of the certificate of registration was issued on this _______ day of ____________________, __________.
______________________
*Registrar*
*International Business Companies*

FORM 4
(Regulation 5)
APPLICATION TO REGISTER AMENDMENT TO MEMORANDUM OR ARTICLES
*(International Business Companies Act: Section 9)*
Name of Company
I/We ____________________ (Licensed Registered Agent No ________ hereby apply to register an amendment to MEMORANDUM/ARTICLES of the above named Company and append hereto the amendment to the Memorandum or Articles of the international business company.
I/We certify that the amendment has been effected by RESOLUTION as provided for under [state reference to provision] of the Articles or Memorandum and in accordance with the international business companies Act.
Signed by: ________________ ____________________
Registered Agent Date
I certify that this document was registered on this _________ day of __________________, ______
_________________________
*Registrar*
*International Business Companies*

FORM 4A
(Section 5B(2)(a))
NOTICE OF CHANGE OF TAX STATUS
*(International Business Companies Act: Section 5B(2)(a))*
Name of International Business Company
Registration Number
Registered Agent
Notice is given that the above-mentioned International Business Company has, by resolution of its directors dated the _________________________________, elected to change its income tax status and is liable to pay income tax as a resident of Saint Lucia under the Income Tax Act.
We certify that the election to be liable to income tax as a resident of Saint Lucia under the Income Tax Act has been effected in the manner set out under the International Business Companies Act.
Signed by __________________________________		_____________________
Registered Agent		Date
I certify that this document was filed at the Registry of International Business Companies on the ________ day of _________________________, ________
________________________________________
REGISTRAR,
International Business Companies.

(Inserted by S.I. 32/2019)

FORM 5
(Regulation 6(1))
[COAT OF ARMS]
SAINT LUCIA
CERTIFICATE OF AMENDMENT
*(International Business Companies Act: section 10(5))*

Name of Company/Number of Company
This is to certify that the above named international business company has changed its name from [ ________________ *former name* _________________].
Dated this _________________ of ________________________ .
___________________
*Registrar*
*International Business Companies*

FORM 6
(Regulation 6(2))
NOTICE BY REGISTRAR TO CHANGE NAME OF INTERNATIONAL BUSINESS COMPANY
*(International Business Companies Act: Section 10)*
International Business Company No.
International Business Company Name

Registered Agent
Licence No.
Date:
To The Registered Agent:
I, Registrar of International Business Companies, require that the above named international business company effects a change to its name by amendment to memorandum/articles for the following reason—
(a)	The name is identical to that of another international business company or a company registered under the Companies Act; or
(b)	The name registered so nearly resembles that of another international business company or company registered under the Companies Act; or
	The reason stated below:
(c)
Take notice that if the Company fails to effect the change of name within 60 days of the date of this notice, the Registrar shall amend the articles/memorandum of the Company and change its name to a name which is appropriate. The change of name will be Gazetted.
____________________
*Registrar*
*International Business Companies*

FORM 7
(Regulation 7)
APPLICATION TO RESERVE A NAME FOR FUTURE ADOPTION
*(International Business Companies Act: Section 10(7))*
Name of Applicant

Business Address of Applicant

Telephone Nos.
Email address

Occupation of Applicant

PROPOSED NAME OF COMPANY
I, hereby apply to reserve the name of the company entered above for adoption by an international business company, for a period of 30 days from the date hereunder.
_______________________		________________
Applicant		Date
__________________________________________________
I certify that the name
has been reserved for a period of 30 days commencing __________
*Note:*	Reservation of this name will cease after the period stated.
	Reservation of a name does not imply acceptance in accordance with section 10 of the Act. Applicants are reminded of the need to comply fully with the requirements of incorporation.
Dated this _______ day of _____________________, ________
__________________________
*Registrar*
*International Business Companies*

FORM 7A

(Regulations 7A, 8A and 12B)

ANNUAL COMPANY RETURN

(International Business Companies Act: Sections 28(6), 42(3) and 111(9))

Return for the year ending December 31, ______________________

Name of company

Registration number

1. Annual Shareholder and Beneficial Owner Return

Please list the details of shareholders and beneficial owners at the return date and also details of any changes in shareholders and beneficial owners since the last return date or date of incorporation as applicable. If the shareholder is a company, please provide jurisdiction and registration particulars.

Name and address of shareholder

Name and address of beneficial owner

Nationality or Jurisdiction

Number of shares held

Class of shares held

Date of Allotment or Entry of Transfer

Date of Disposal

2. Annual Director Return

Please list the details of directors at the return date and also details of any changes in directors since the last return date or date of incorporation as applicable. If the director is a company, please provide jurisdiction and registration particulars.

Name of director

Address of director

Nationality or jurisdiction

Appointment date

Resignation or removal date

I ________________________________________ of _____________________________________

(Director/Secretary)

(Name of international business company)

do certify that the director and shareholder details presented above are accurate and true.

_____________________________________

_______________________________

Name and signature of representative

Date

Attached are unaudited financial statements for the year

The above *returns/unaudited financial statements for the year was received by

received by the registered agent at the date shown below.

______________________________

_______________________________

Name and signature

Date

Registered Agent

*delete where not applicable

Records

I ________________________________________ of _____________________________________

(Director/Secretary)

(Name of international business company)

do solemnly and sincerely declare that the records of the company including underlying documentation required to be kept under the International Business Companies Act, will be retained for a period of 6 years.

SWORN TO at

)

on the day of 20[ ]

)

BEFORE ME:

)

_______________________________

)

____________________________

NOTARY ROYAL/JUSTICE OF THE PEACE, COMMISSIONER OF OATHS OR ATTORNEY-AT-LAW

)

Declarant

)

_______________________________

____________________________

Registered Agent

Date Received

(Inserted by S.I. 8/2017 and substituted by S.I. 32/2019)

FORM 7B
(Regulations 7B, 8B and 12D)
RECEIPT OF SHAREHOLDER AND DIRECTOR RETURNS WITH PENALTY
*(International Business Companies Act: Section 28(8) and 42(5))*
International Business Information			Documents
Name of International Business Company	International Business Company Number		Annual Shareholder Return	Annual Director Return




(Attach additional pages where necessary)
I ( ___________________________ ) do solemnly and sincerely declare that the
international business companies listed above, which failed to submit the identified return for the year ending December 31
have now submitted the return as required by sections 28(6) and 42(5) of the International Business Companies Act and attach herewith the penalty.
SWORN TO at
on the __________________ day of		)
____________________ 20[ ]		)
		)
BEFORE ME:-		)
		)
		)
____________________________		)	______________________________
NOTARY ROYAL/JUSTICE		)	Declarant
OF THE PEACE		)
______________________________			This document was filed on _________
Registrar
International Business Companies

(Inserted by S.I. 8/2017)

FORM 7C
(Regulations 7C, 8C and 12C)
LIST
*(International Business Companies Act: Sections 28(10) and 42(7))*
International Business Information		Documents
Name of International Business Company	International Business Company Number	Annual Shareholder Return	Annual Director Return





(Attach additional pages where necessary)
I , the registered agent certify
that the international business companies listed above, failed to
submit the identified returns for the year ending December 31st

Name and signature		Date
Registered Agent
		This document was filed on .
Registrar
International Business Companies

LIST
*(International Business Companies Act: Section 111(11)*
International Business Information
Name of International Business Company		Company Number
1.
2.
3.
4.
5.
(Attach additional pages where necessary)
I registered agent do solemnly and
sincerely declare that the international business companies listed above, failed to submit the unaudited statements and declaration for the year ending
SWORN TO at
on the day of	)
20[ ]	)
	)
BEFORE ME:-	)
	)
	)
	)
NOTARY ROYAL/JUSTICE	)	Declarant
OF THE PEACE	)
		This document was filed on
Registrar
International Business Companies

(Inserted by S.I. 8/2017)

FORM 8
(Regulation 8)
APPLICATION TO REGISTER CHANGE OF REGISTERED AGENT/OFFICE
*(International Business Companies Act: Section 41)*
Name of international business company
Former Registered Agent/Office
I/We ______________________________ (Licensed Registered Agent)
No._ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ hereby apply to register an amendment to MEMORANDUM/ARTICLES of the above named international business company, to enter [_____________________________] as its registered office/registered agent and append hereto the amendment to the Memorandum or Articles of the international business company.
I certify that the amendment has been effected by a RESOLUTION OF DIRECTORS as provided for under section 41 of the International Business Companies Act.
Signed by:	________________________		_________________
*New Registered Agent*		*Date*
I certify that this document was registered on _____________________ day of, _____________, ______.
_______________________
Registrar
International Business Companies

FORM 8A
(Regulations 12A)
NOTICE
(Failure to submit requested records and underlying documents)
*(International Business Companies Act: Section 111(7))*
Name of International Business Company	Company Number		Date of Request
1.
2.
3.
4.
5.
The international business companies listed above have failed to submit records and underlying documents as requested during the year ,
under section 111(7) of the International Business Companies Act, Cap. 12.14.

Name and signature of person making the request/Delegate		Date
		This document was filed on
Registrar
International Business Companies

(Inserted by S.I. 8/2017)

FORM 9
(Regulation 9(1))
APPLICATION TO REGISTER ARTICLES OF MERGER/CONSOLIDATION
*(International Business Companies Act: Section 76, 77 or 79)*
Name of Companies		1.
Merged/Consolidated		2.
		3.

Name of Company after Merger/Consolidation
I/We ______________ Licensed Registered Agent No. _____ hereby apply to register [ ] as an international business company following merger/consolidation of the above named companies and append hereto the articles of merger/consolidation.
I/We certify that the merger/consolidation has been effected in the manner prescribed under the International Business Companies Act.
Signed by:	________________________		____________
*Registered Agent*			*Date*
________________________________________
I certify that this document was registered on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ day of ____________, ______
___________________
*Registrar*
*International Business Companies*

FORM 10
(Regulation 9(2))
[COAT OF ARMS]
*CERTIFICATE OF MERGER/CONSOLIDATION**
*(International Business Companies Act: Section 76, 77 or 79)*

Name of international business company/Number of international business company
This is to certify that articles of merger/consolidation of the above named international business company were registered on
		[........................date.......................].
____________________
*Registrar*
*International Business Companies*
*	Delete as appropriate.

FORM 11
APPLICATION TO REGISTER ARTICLES OF CONTINUATION
(Regulation 11(1))
(International Business Companies Act: Section 84)
Name of Company Proposed
Previous (if different)
Current Registered Jurisdiction
Date Incorporated
I/We ________________________________ licensed as Registered Agent No ________________ hereby apply to register the above named company as an international business company and append hereto the articles, memorandum and articles of continuation of the said company.
The company when incorporated will do no business in Saint Lucia and hereby elects under section 109 of the International Business Companies Act: (please tick as appropriate)
[ ]	to be exempted from income tax.
[ ]	to pay income tax on the profits and gains of the company at the rate of 1%.
I certify that the articles have been effected in accordance with the provisions of the International Business Companies Act.
		Signed by:________________	___________
		Registered Agent	Date
____________________________________________________
I certify that this document was registered on this ___________________ day of _______________
The articles of continuation shall have immediate effect/become effective on __________
______________________
Registrar
International Business Companies
(Substituted by S.I. 38/2001)

FORM 12
(Regulation 11(1))
APPLICATION TO REGISTER ARTICLES OF CONTINUATION
*(International Business Companies Act: Section 84)*
Name of Company Proposed
Previous name (if different)
Current Registered Jurisdiction
Date Incorporated
I/We ____________ (Licensed Registered Agent No. ______ hereby apply to register the above named company as an international business company and append hereto the articles, memorandum and articles of continuation of the said company.
I certify that the articles have been effected in accordance with the provisions of the International Business Companies Act.
Signed by:	_____________________	___________
	*New Registered Agent*	*Date*
I certify that this document was registered on __________ day of __________, _______.
The articles of continuation shall have immediate effect/become effective on ________
_______________________
*Registrar*
*International Business Companies*

FORM 13

(Regulation 11(2))

CERTIFICATE OF CONTINUATION

This is to certify that

Name of Company/Number of Company

Which was incorporated in ……..[jurisdiction] on ............... [date] has been continued as an International Business Company on ............... [date].

______________________

Registrar

International Business Companies

FORM 14
(Regulation 12(1))
APPLICATION TO REGISTER ARTICLES OF DISSOLUTION
*(International Business Companies Act: Section 94)*
Name of Company
I/We ______________ (Registered Agent) Licence No. ______ hereby apply to register articles of dissolution of the above named company, and append hereto the articles of dissolution for the international business company.
I/We certify that the articles have been effected as provided for under [state reference to provision] of the Articles/Memorandum and in accordance with the Act.
Signed by:	___________________	________________
	*Registered Agent*	*Date*
I certify that this document was received for registration on _____________ day of _____________, ______ and was registered on this ______________ day of ___________, _________
______________________
Registrar
*International Business Companies*

FORM 15
(Regulation 12(2))
[COAT OF ARMS]
CERTIFICATE OF DISSOLUTION
*(International Business Companies Act: Section 94)*
This is to certify that
*Name and Number of international business Company*
was dissolved on [..................date..............].
_____________________
*Registrar*
*International Business Companies*

FORM 16
(Regulation 13)
[COAT OF ARMS]
SAINT LUCIA
CERTIFICATE OF GOOD STANDING
*(International Business Companies Act: Section 116)*

*Name of Company/Number of Company*
I, hereby certify that the above named international business company is on the Register and that the company has paid all fees licence fees and penalties due and payable.
I further certify that
	The company has not submitted articles of merger or consolidation that have yet become effective.
	The company has not submitted articles of arrangement that have yet become effective.
	The company is not in the process of being wound up and dissolved.*
	No proceedings to strike the name of the company off the Register have been instituted.
Dated this ________day of _____________
_____________________
*Registrar*
*International Business Companies*

FORM 17
APPLICATION FOR CERTIFICATE OF GOOD STANDING
(Regulation 13(2))
(International Business Companies Act: Section 116)
Name of International Business company
Company Number
Name of Applicant
Occupation of Applicant
Business Address of Applicant
Telephone Nos.
E-mail address
	__________________	___________
	Applicant	Date
I certify that and the certificate of good standing was issued on this ___________ day of ________________
___________________
*Registrar*
*International Business Companies*

FORM 17A
(Regulation 116)
CERTIFICATE OF COMPLIANCE



Name of Company/Number of Company

I hereby certify that the above international business company is duly licensed to undertake (international insurance/international banking/international mutual fund) business and has complied with all requirements of the laws of Saint Lucia pertaining to international insurance, international banking, or international mutual fund business.
Dated this		day of

	*Director, Financial Services*

FORM 18
(Regulation 14)
APPLICATION TO INSPECT THE REGISTER
*(International Business Companies Act: Section 117)*
Name of international business company
International business company number

Name of Applicant
Business Address of Applicant

Telephone Nos.
Email address

Occupation of Applicant
hereby apply to inspect the register of the above named international business company and request the Registrar to provide me with certified/uncertified extracts of the following:
	Description of document

Signed by:		___________________	Date __________
________________________________________
I certify that the documents requested were delivered on ________________ day of __________, ________
____________________
*Registrar*
*International Business Companies*

FORM 19
(Regulation 17)
APPLICATION TO RENEW ANNUAL REGISTRATION
(International Business Companies Act: Section 11)
Name of International Business Company		Company Number
1.
2.
3.
4.
5.
(Attach additional pages where necessary)
I/We, the Registered Agent of the international business companies listed above apply herein for renewal of the registration of the companies, and attached herewith the fee prescribed.
	_________________________		____________
	Registered Agent		Date
I certify that registration of the above named International Business Companies has been effected for the year ___________________
________________________________
Registrar
International Business Companies
(Substituted by S.I. 38/2001)

FORM 20
(Section 28(6))
ANNUAL SHAREHOLDER RETURN
(To be submitted to the registered agent of the company by December 31 of each year)
Return for the year ending December 31, .
Name of company
Registration number
Shareholder details
Please list the details of shareholders at the return date and also details of any holders of shares since the last return date or date of incorporation as applicable. If the shareholder is a company, please provide jurisdiction and registration particulars.
Name of Share-holder	Address of Shareholder	Nationality or Jurisdiction		Number of Shares held	Date of Allotment or Entry of Transfer	Date of Disposal










The above return for the year ending December 31, was
received by the registered agent at the date shown below.

Registered agent			Date
(Inserted by S.I. 73/2015)

FORM 21
(Section 28(7)(b))
SHAREHOLDER DEFAULT DECLARATION
Name of international business company	Company number
1.
2.
3.
4.
5.
(attach additional pages where necessary)
I , the registered agent hereby declare that each
(name),
of the international business companies listed above, which failed to submit the annual shareholder return for the year ending December 31, have
now submitted the return as required by section 28 of the Act, and attach herewith the penalty fee prescribed.

Registered agent		Date
I declare that this document was filed on .

Registrar
International Business Companies
(Inserted by S.I. 73/2015)

FORM 22
(Section 28(8))
LIST OF DEFAULTING COMPANIES
(Annual Shareholder Return)
Name of international business company	Company number
1.
2.
3.
4.
5.
(attach additional pages where necessary)
I , the registered agent, hereby declares that each
(name)
of the international business companies listed above, which failed to submit the annual shareholder return for the year ending December 31,
have now submitted the return as required by section 28 of the Act, and attach herewith the penalty fee prescribed.

Registered agent	Date
I certify that this document was filed on .

Registrar
International Business Companies
(Inserted by S.I. 73/2015)

FORM 23
(Section 42(3))
ANNUAL RETURN OF DIRECTOR
(To be submitted to the Registered Agent of the Company by December 31 of each year)
Return for the year ending December 31, .
Name of company Registration number
Director details

Please list the details of directors as at the return date and also details of any directors since the last return date or date of incorporation as applicable. If the director is a company, please provide jurisdiction and registration particulars.
Name of director	Address of director	Nationality or Jurisdiction		Appointment date	Resignation date

The above return for the year ending December 31 was
received by the Registered Agent at the date hereunder.

Registered agent			Date
(Inserted by S.I. 73/2015)

FORM 24
(Section 42(4)(b))
RETURN OF DIRECTOR DEFAULT DECLARATION
Name of international business company	Company number





(attach additional pages where necessary)
I, , the registered agent, hereby declare that each
(name),
of the international business companies listed above, which failed to submit the annual director return for the year ending December 31, ,
have now submitted the return as required by section 42 of the Act and I attach herewith the penalty fee prescribed.

Registered agent		Date
I declare that this document was filed on .

Registrar
International Business Companies
(Inserted by S.I. 73/2015)

FORM 25
(Section 42(5))
LIST OF DEFAULT RETURN OF DIRECTOR
Name of international business company	Company number
1.
2.
3.
4.
5.
(attach additional pages where necessary)
I, , the Registered Agent certify that the companies
(name)
listed above are each in default of the requirement to submit an annual director return for the year ending December 31, .

Registered agent		Date
I certify that this document was filed on .

Registrar
International Business Companies
(Inserted by S.I. 73/2015)