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Back to Revised Laws of Saint Lucia (2023)

Schedule 1

FORM 1
(Regulation 3)
APPLICATION TO INCORPORATE AND REGISTER (TO BE COMPLETED IN TRIPLICATE)
(International Business Companies Act: Section 4)
I/We __________________ Licensed Registered Agent No. __________ hereby apply to incorporate and register _______________________________________
Name of International Business Company
and attach hereto the Memorandum and Articles of the International Business Company. (Attachments 1 and 2 or such amended versions respectively) and the Due Diligence Questionnaire form (Attachment 3).
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/We certify that the requirements of the Act in respect of registration have been complied with.
Signed by: ________________________ _____________________
Registered Agent Date
I certify that this document was registered on this ____________________ day of ________________________, ____.
____________________
Registrar
International Business Companies

Attachment 1
MEMORANDUM OF ASSOCIATION
OF

(Name of International Business Company)
1.	The name of the Company is ________________________________
2.	The Registered Agent of the Company is ______________________
3.	The Registered Office of the Company will be located at the offices of _________
4.	(1)	The Company is established to engage in any act or activity that is not prohibited under any law in force in Saint Lucia.
	(2)	The Company shall have all such powers as are permitted by law in force in Saint Lucia, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the object of the Company.
	(3)	The Company may not, unless it is licensed to do so under the law in force in Saint Lucia carry on—
		(a)			banking business;
		(b)			the business of insurance or reinsurance;
		(c)			mutual fund business or the business of mutual fund administration;
		(d)			the business of financial services representation.
5.	Shares in the company shall be issued in the currency of _______________
6.	Capital—
	(a)		the authorised capital of the Company is _____________________ ; and the authorised capital is made up of [ __________________ ] class of shares divided into [ _________ ] shares at [ ______ ] par value with one vote for each share; or
	(b)		the company is authorised to issue an unlimited number of shares; and the shares of the company are issued as [ ______________ ] class of ordinary shares at [ __________ ] par value with one vote for each share.
7.	The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series of shares that the company is authorised to issue shall be fixed by a resolution of the directors, but the directors shall not allocate different rights as to voting, dividends, redemption or distributions on liquidation unless the Memorandum of Association is amended to create separate classes of shares and all the aforesaid rights as to voting, dividends, redemption and distributions is identical in each separate class.
8.	If at any time the authorised capital is divided into different classes or series of shares, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than 3/4 of the issued shares of that class or series and of the holders of not less than 3/4 of the issued shares of any other class or series of shares which may be affected by such variation.
9.	The rights conferred on the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of the issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari pasu therewith.
10.	The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or directors.
11.	The meaning of words in this Memorandum of Association is as defined in the Articles of Association.
For the purposes of incorporating the above-named international business company under the laws of Saint Lucia, ________________________________
				(name of registered agent)
hereby subscribe our name to this Memorandum of Association on this __________ day of_______________________, 20______
___________________________________
Registered Agent

(Substituted by S.I. 32/2019)

Attachment 2
ARTICLES OF ASSOCIATION
OF
______________________________
(Name of International Business Company)
1.	In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof—
Words		Meanings
act capital		The International Business Companies Act. The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus—
		(a)		the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares; and
		(b)		the amounts as are transferred from surplus to capital by a resolution of directors.
member memorandum		A person who holds shares in the Company. The Memorandum of Association of the Company as originally framed or as amended.
resolution of directors		(a)	a resolution approved at a duly constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain where the meeting was called on proper notice or if on short notice, if those directors not present have waived notice or if on short notice, if those directors not present have waived notice; or
		(b)	a resolution consented to in writing by all directors or of all members of the committee, as the case may be.
resolution of members		(a)	a resolution approved at a duly constituted meeting of the members of the Company by the affirmative vote of—
			i.		a simple majority of the votes of the shares which were present at the meeting and were voted and not abstained, or
			ii.		a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority of the votes of the remaining shares entitled to vote thereon which were present at the meeting and were voted and not abstained; or
		(b)	a resolution consented to in writing by—
			i.		an absolute majority of the votes of shares entitled to vote thereon, or
			ii.		an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon;
seal securities		The Common Seal of the Company. Shares and debt obligations of every kind, and options, warrants and rights to acquire shares, or debt obligations.
surplus		The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities, as shown in its books of account, plus the Company's capital.

these Articles		These Articles of Association as originally framed or as amended.
treasury Shares		Shares in the Company that were previously issued but were repurchased, redeemed or otherwise acquired by the Company and not cancelled
“Written” or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode of representing or reproducing words in a visible form.
In these Articles the word “person” includes a trust, the estate of a deceased individual, a partnership, or an unincorporated association of persons.
Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles.
Words denoting the singular shall include the plural and vice versa and words denoting the masculine shall include the feminine.
A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction.
A reference to money in these Articles is a reference to the currency of the United States of America unless otherwise stated.