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INTERNATIONAL BUSINESS COMPANIES ACT
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PART 7 MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS
Revised Laws of Saint Lucia (2023)
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PART 7
MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS
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PART 7 MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS
ACT
PART 1 SHORT TITLE AND INTERPRETATION
1. Short title
2. Interpretation
PART 1A MONITORING OF COMPLIANCE
(Part 1A inserted by Act 2 of 2022)
2A. Function of the Minister
2B. Delegation of functions
2C. Power to require the production of information
2D. Power to enter premises to obtain information
PART 2 REGISTRATION AND CONSTITUTION OF COMPANIES
3. Business purposes
4. Application for Registration
5. Registration
5A. Companies registered from the 1 day of January, 2019
5B. Liability to pay income tax as a resident
6. Certificate of incorporation
7. Memorandum
8. Articles
9. Amendment of memorandum or articles
10. Name
11. Annual fee
12. Prohibitions
13. Penalty
14. Powers
15. Validity of acts of company
16. Personal liability
PART 3 CAPITAL AND DIVIDENDS
17. Consideration for shares
18. Kind of consideration for shares
19. Amount of consideration for shares
20. Fractional shares
21. Authorised capital in several currencies
22. Capital and surplus accounts
23. Dividend of shares
24. Increase or reduction of authorised capital
25. Division and combination
26. Nature of shares
27. Share certificates
28. Share register and register of beneficial owner
29. Rectification of share register
30. Transfer of registered shares
31. Transfer of registered shares of deceased, incompetent or bankrupt
32. Seizure
33. Acquisition of own shares
34. Treasury shares disabled
35. Increase or reduction of capital
36. Dividends
37. Appreciation of assets
PART 4 REGISTERED OFFICE AND REGISTERED AGENT
38. Registered office
39. Registered agent
40. Resignation of registered agent
41. Change of registered office or registered agent
PART 5 DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS
42. Management by directors
43. Election, term and removal of directors
44. Number of directors
45. Powers of directors
46. Emoluments of directors
47. Committees of directors
48. Meetings of directors
49. Notice of meetings of directors
50. Quorum for meetings of directors
51. Consents of directors
52. Alternates for directors
53. Officers and agents
54. Standard of care
55. Reliance on records and reports
56. Conflicts of interest
57. Indemnification
58. Insurance
PART 6 PROTECTION OF MEMBERS AND CREDITORS
59. Meetings of members
60. Notice of meetings of members
61. Quorum for meetings of members
62. Voting by members
63. Consents of members
64. Service of notice on members
65. Service of process
66. Books, records and common seal
67. Inspection of books and records
68. Contracts generally
69. Contracts before incorporation
70. Contracts for payments or transfer
71. Notes and bills of exchange
72. Power of attorney
73. Authentication or attestation
74. Company without members
75. Interpretation for purposes of Part 7
76. Merger or consolidation
77. Merger with subsidiary
78. Effect of merger or consolidation
79. Merger or consolidation with foreign company
80. Disposition of assets
81. Redemption of minority shares
82. Arrangements
83. Rights of dissenters
PART 8 CONTINUATION
84. Continuation
85. Provisional registration
86. Certificate of continuation
87. Effect of continuation
88. Continuation under foreign law
PART 9 WINDING-UP, DISSOLUTION AND STRIKING-OFF
89. Compulsory winding-up and dissolution
90. Voluntary winding-up, and dissolution
91. Powers of directors
92. Appointment and duties of liquidator
93. Powers of liquidator
94. Procedure
95. Rescission
96. Winding-up and dissolution for unpaid claims
97. Winding-up and dissolution by Court
98. Receivers and managers
99. Striking-off
100. Restoration to Register
101. Effect of striking-off
102. Appointment of official liquidator
103. Dissolution of company struck-off
PART 10 FEES AND PENALTIES
104. Fees to be prescribed
105. Penalties
106. Recovery of fees
107. Liability of fees
108. No action pending payment
PART 11 INCOME TAX AND OTHER TAXES, DUTIES AND EXCHANGE CONTROL RESTRICTIONS
109. Exemption from income tax and other taxes
109A. Exemption from stamp duty
110. Exemption for dividends and distributions
111. Records
112. Exemption from exchange controls
113. Tax concessions
113A. Concessions for a head office company
PART 12 MISCELLANEOUS
114. Employment of Registrar
115. Form of certificate
116. Certificate of good standing
117. Inspection
118. Filed memorandum and articles
119. Optional registration of registers
120. Charging of assets and registration of the charge and mortgage
121. Jurisdiction
122. Declaration by Court
123. Judge in Chambers
124. Regulations
SUBSIDIARY LEGISLATION
International Business Companies Regulations – Section 124 (Statutory Instruments 29/2000 72/2000, 38/2001, 110/2001, 147/2012, 73/2015, 8/2017, 32/2019 and 140/2019)
1. Citation
2. Interpretation
3. Incorporation and registration
4. Certificate of incorporation
5. Registration of amendment to memorandum or articles
6. Change of name
7. Reservation of name
7A. Annual shareholder return
7B. Shareholder default declaration
7C. List of defaulting companies
8. Change of registered agent and office
8A. Annual director return
8B. Declaration of receipt of annual director return
8C. List of failure to submit annual director return
9. Merger or consolidation
10. Arrangement
11. Articles of Continuation
12. Dissolution
12A. Notice of failure to submit records
12B. Declaration of unaudited financial statement and record
12C. Receipt declaration
13. Certificate of good standing
13A. Certificate of compliance
14. Inspection of register
15. Fees
16. Business hours
17. Application to renew registration
Schedule 1
REGISTERED SHARES
SHARES, AUTHORISED CAPITAL AND CAPITAL
TRANSFER OF SHARES
TRANSMISSION OF SHARES
REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL
MEETINGS AND CONSENTS OF MEMBERS
DIRECTORS
POWERS OF DIRECTORS
PROCEEDINGS OF DIRECTORS
OFFICERS
CONFLICT OF INTERESTS
INDEMNIFICATION
DIVIDENDS
ACCOUNTS
AUDIT
NOTICES
PENSION AND SUPERANNUATION FUNDS
ARBITRATION
VOLUNTARY WINDING UP AND DISSOLUTION
CONTINUATION
Schedule 2
Schedule 3
International Business Companies (Declaration of Head Office Company) Order – Section 113A(1) (Statutory Instruments 82/2017, 126/2018, 127/2018, 128/2018, 28/2020 and 71/2020)
1. Citation
2. Declaration of head office company
International Business Companies (Declaration of Head Office Company) (Digicel International Finance Limited) Order – Section 113A(1) (Statutory Instrument 6/2022)
1. Citation and commencement
2. Declaration of head office company
International Business Companies (Declaration of Head Office Company) (Sandals Resorts Management Limited) Order – Section 113A(1) (Statutory Instrument 219/2022)
1. Citation and commencement
2. Declaration of head office company