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INTERNATIONAL BUSINESS COMPANIES ACT
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REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL
2023 Laws not yet authenticated through a Commencement Order

Revised Laws of Saint Lucia (2023)

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REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL

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    24.   With the prior or subsequent approval by a resolution of members, the Company may by a resolution of directors amend its Memorandum to increase or reduce its authorised capital and in connection therewith the Company may increase or reduce the number of shares which the Company may issue, increase or reduce the par value of any of its shares or effect any combination of the foregoing.

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    25.   Where the Company reduces its authorised capital under the foregoing regulation, then, for purposes of computing the capital of the Company, any capital that before the reduction was represented by shares but immediately following the reduction is no longer represented by shares shall be deemed to be capital transferred from surplus to capital.

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    26.   The Company may amend its Memorandum to divide the shares, including issued shares, of a class or series of shares into a larger number of shares of the same class or series.

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    27.   The Company may amend its Memorandum to combine the shares, including issued shares, of a class or series of shares into a smaller number of shares of the same class or series.

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    28.   The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital and, subject to the provisions of articles 29 and 30, the capital of the Company may be reduced by transferring an amount of the capital of the company to surplus.

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    29.   No reduction of capital shall be effected that reduces the capital of the Company to an amount that is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company.

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    30.   No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realizable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realizable value of the assets of the Company is conclusive, unless a question of law is involved.

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    31.   Where the Company reduces its capital under article 28 the Company may—

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      (a)     return to its members any amount received by the Company upon the issue of any of its shares;

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      (b)     purchase, redeem or otherwise acquire its shares out of capital; or

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      (c)     cancel any capital that is lost or not represented by assets having a realizable value.

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