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Revised Laws of Saint Lucia
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INTERNATIONAL BUSINESS COMPANIES ACT
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1. Short title
Revised Laws of Saint Lucia (2022)
Back to Revised Laws of Saint Lucia (2022)
Back to Table of Contents
PART 1
SHORT TITLE AND INTERPRETATION
1. Short title
This Act may be cited as the International Business Companies Act.
Next
1. Short title
6. Certificate of incorporation
8. Articles
11. Annual fee
13. Penalty
14. Powers
16. Personal liability
17. 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
28. Share register
30. Transfer of registered shares
31. Transfer of registered shares of deceased, incompetent or bankrupt
37. Appreciation of assets
38. Registered office
39. Registered agent
40. Resignation of registered agent
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
51. Consents of directors
52. Alternates for directors
53. Officers and agents
54. Standard of care
55. Reliance on records and reports
57. Indemnification
58. Insurance
59. 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
68. Contracts generally
69. Contracts before incorporation
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
82. Arrangements
84. Continuation
86. Certificate of continuation
87. Effect of continuation
89. Compulsory winding-up and dissolution
90. Voluntary winding-up, and dissolution
91. Powers of directors
93. Powers of liquidator
94. Procedure
95. Rescission
98. Receivers and managers
101. Effect of striking-off
102. Appointment of official liquidator
103. Dissolution of company struck-off
104. Fees to be prescribed
105. Penalties
106. Recovery of fees
107. Liability of fees
108. No action pending payment
110. Exemption for dividends and distributions
112. Exemption from exchange controls
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
121. Jurisdiction
122. Declaration by Court
123. Judge in Chambers
4. Application for Registration
5. Registration
9. Amendment of memorandum or articles
10. Name
12. Prohibitions
15. Validity of acts of company
18. Kind of consideration for shares
27. Share certificates
28. Share register and register of beneficial owner
29. Rectification of share register
32. Seizure
33. Acquisition of own shares
34. Treasury shares disabled
35. Increase or reduction of capital
36. Dividends
41. Change of registered office or registered agent
42. Management by directors
50. Quorum for meetings of directors
60. Notice of meetings of members
7. Memorandum
70. Contracts for payments or transfer
81. Redemption of minority shares
83. Rights of dissenters
85. Provisional registration
88. Continuation under foreign law
97. Winding-up and dissolution by Court
99. Striking-off
109. Exemption from income tax and other taxes
109A. Exemption from stamp duty
56. Conflicts of interest
113. Tax concessions
113A. Concessions for a head office company
120. Charging of assets and registration of the charge and mortgage
92. Appointment and duties of liquidator
96. Winding-up and dissolution for unpaid claims
100. Restoration to Register
2. Interpretation
2D. Power to enter premises to obtain information
3. Business purposes
5A. Companies registered from the 1 day of January, 2019
5B. Liability to pay income tax as a resident
67. Inspection of books and records
111. Records
124. Regulations
International Business Companies Regulations – Section 124