Revised Laws of Saint Lucia (2022)

2.   Interpretation

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   (1)   In this Act—

“agent” means agent of an international business company;

“articles” unless the context otherwise requires means the articles of association of a company incorporated under this Act;

“articles of merger” means the articles of merger executed under section 77(5);

“authorised capital” of a company means the sum of the aggregate par value of all shares with par value which the company is authorised by its memorandum to issue, plus the amount if any, stated in its memorandum as authorised capital to be represented by shares without par value which the company is authorised by its memorandum to issue; (Substituted by Act 14 of 2002)

“authorised officer” means a public officer authorised by the Minister; (Inserted by Act 2 of 2022)

“beneficial owner” means a natural person—

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   (a)     who ultimately owns or controls an international business company;

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   (b)     who exercises ultimate effective control over a legal person or legal arrangement, such as a senior manager; or

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   (c)     on whose behalf a transaction or activity is being conducted;

(Inserted by Act 13 of 2018)

“business day” means a day other than Saturday, Sunday or a Bank Holiday; (Inserted by Act 2 of 2022)

“capital” of a company means the sum expressed in dollars 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—

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   (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

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   (b)     the amounts as are transferred from surplus to capital by a resolution of the directors;

“certified translation” means a translation into English language by a person approved to do so by the Minister responsible for foreign affairs;

“certificate of continuation” means a certificate of continuation issued under Part 8;

“company” means a body corporate however and wherever incorporated;

“competent authority” (Inserted by Act 13 of 2018 and deleted by Act 2 of 2022)

“continued” unless the context requires otherwise, means, continued within the context of Part 8;

“Court” means the High Court;

“director” means director of an international business company;

“Financial Services Regulatory Authority” means the Financial Services Regulatory Authority established under section 3 of the Financial Services Regulatory Authority Act; (Inserted by Act 13 of 2018)

“head office company” means an international business company—

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   (a)     with 1 or more subsidiaries operating within or outside Saint Lucia;

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   (b)     which employs not less than 10 persons;

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   (c)     which owns or leases a physical premise for a period of not less than 2 years; and

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   (d)     which is declared to be a head office company under section 113A(1);

(Inserted by Act 3 of 2017)

“incorporated cell” means an international business company linked to an incorporated cell company;

“incorporated cell company” means an international business company created for the purpose of doing business using incorporated cells;

“information” means a fact, statement, document or record in any form; (Inserted by Act 2 of 2022)

“international business company” means a company incorporated under this Act;

“International Financial and World Investment Centre Limited” or “IFWIC” means the company incorporated under the Companies Act as company number 195 of 1999;

“international financial services representation” means international financial services representation as defined in the Registered Agent and Trustee Licensing Act;

“linked” means the contractual relationship by which an incorporated cell does business through an incorporated cell company;

“liquidator” means liquidator of an international business company appointed under section 92;

“member” means a person who holds shares in an international business company;

“memorandum” means the memorandum of association of an international business company;

“Minister” means the Minister responsible for international financial services;

“officer” means officer of an international business company;

“official liquidator” means the official liquidator of a company appointed under section 102;

“person” includes a natural person, a company, a trust, the estate of a deceased person, a partnership, a limited liability or duration company, or an unincorporated association of persons;

“prescribed” unless the context otherwise requires means prescribed in regulations made under section 124;

“property” includes money, movable or immovable property, corporeal or incorporeal property, real or personal property, and an interest in property;

“records” includes any underlying documentation, accounting record, ownership information, accounts, books and documents kept and maintained to prepare tax returns and financial statements, including a general or subsidiary ledger, a sales receipt or an invoice; (Inserted by Act 8 of 2015)

“Register” means the Register of International Business Companies maintained by the Registrar in accordance with section 5(2);

“registered agent” means a person licensed to carry on the business of international financial services representation under the Registered Agent and Trustee Licensing Act;

“registered office” means registered office of an international business company referred to in section 38;

“Registrar” means the Registrar of International Business Companies employed under section 114;

“resident” means a person who ordinarily resides within Saint Lucia or carries on business from an office or other fixed place of business within Saint Lucia but does not mean a company incorporated under this Act;

“securities” means shares, debt obligations, or options, warrants or rights to acquire shares or debt obligations;

“share certificate” means certificate used in respect of the shares of an international business company;

“surplus” in relation to a company, means the excess, if any, at the time of the determination, of the total assets of the company over the sum of its total liabilities, as shown in the books of accounts, plus its capital;

“treasury shares” means shares of a company that were previously issued but were repurchased, redeemed or otherwise acquired by the company and not cancelled;

“ultimately own or control” means direct or indirect ownership or control of 25% or more of shares, voting rights or ownership interest in an international business company; (Inserted by Act 13 of 2018)

“underlying documentation” means any medium by which information is recorded in relation to a transaction or other business relation and includes an invoice or contract. (Inserted by Act 8 of 2015)

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   (2)   A reference to money in this Act is a reference to the currency of the United States of America.

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   (3)   A company that is incorporated under the Companies Act or under the laws of a jurisdiction outside Saint Lucia shall be a company incorporated under this Act if it is continued as a company incorporated under this Act in accordance with Part 8 and references in this Act to a “company incorporated under this Act” shall be construed accordingly.

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   (4)   References in this Act 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.

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   (5)   Unless otherwise defined in the articles of a company incorporated under this Act, the expression “a resolution of directors” means—

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      (a)     a resolution approved at a duly constituted meeting of directors or of a committee of directors of a company, by affirmative vote of a simple majority or such larger majority as may be specified in the articles, of the directors present at the meeting who voted and did not abstain; or

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      (b)     a resolution consented to in writing by an absolute majority, or such larger majority as may be specified in the articles, of all the directors or of all the members of the committee,

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   but, where a director is given more than one vote in any circumstances, the director shall in the circumstances be counted for the purpose of establishing majorities by the number of votes he or she casts.

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   (6)   Unless otherwise defined in the articles of a company incorporated under the Act, the expression “a resolution of members” means—

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      (a)     a resolution approved at a duly constituted meeting of the members of a company by the affirmative vote of—

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         (i)     a simple majority, or such larger majority as may be specified in the articles, of the votes of the shares that were present at the meeting and entitled to vote thereon, and were voted and did not abstain, or

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         (ii)     a simple majority, or such larger majority as may be specified in the articles 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, or such larger majority as may be specified in the articles, of the votes of the remaining shares entitled to vote thereon that were present at the meeting and were voted and not abstained; or

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      (b)     a resolution consented to in writing by—

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         (i)     an absolute majority, or such larger majority as may be specified in the articles, of the votes of shares entitled to vote thereon, or

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         (ii)     an absolute majority, or such larger majority as may be specified in the articles, of the votes or series of shares entitled to vote thereon as a class or series and of an absolute majority, or such larger majority as may be specified in the articles, of the votes of the remaining shares entitled to vote thereon.

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   (7)   A reference in this Act to international mutual fund business is a reference to international mutual fund business as defined in the International Mutual Funds Act.

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   (8)   A reference in this Act to international insurance business is a reference to the international insurance business as defined in the International Insurance Act.

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   (9)   A reference in this Act to international banking business is a reference to international banking business as defined in the International Banks Act.

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   (10)   A company incorporated under this Act, or a director, shareholder, debenture holder, or any mortgagee or pledgee of the shares or assets thereof shall be exempt from the provisions of the Aliens (Licensing) Act.

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   (11)   An incorporated cell is not a subsidiary of its incorporated cell company solely by virtue of the fact of it being an incorporated cell of its incorporated cell company.

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   (12)   In this Act, a company is a subsidiary of a company if it is controlled by a person if any shares of the company carrying voting rights sufficient to elect a majority of the company are, except by way of security only, held directly or indirectly by or on behalf of that person. (Inserted by Act 3 of 2017)

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   (13)   Subsection (10) only applies to an international business company incorporated before the 1^st day of December, 2018 and continues to apply to that company until the 30^th day of June, 2021. (Inserted by Act 13 of 2018)

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   (Amended by Acts 14 of 2002 and 43 of 2006)