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Revised Laws of Saint Lucia (2022)

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41. Change of registered office or registered agent

(1) An international business company may, by a resolution of directors, amend its memorandum or articles to change the place of its registered office and to change its registered agent.

(2) A change of registered agent and registered office shall be effective upon the proper filing with the Registrar of an amendment to the international business company's memorandum or articles.

(3) Where the registered agent of an international business company desires to cease to act as registered agent and the registered agent is unable to reach an agreement with the international business company for which he or she is the registered agent, concerning his or her replacement, the following provisions apply—
1. (a) the registered agent shall give not less than 30 days written notice to any director or officer of the international business company of which he or she is the registered agent at the director's or officer's last known address, or if the registered agent is not aware of the identity of any director or officer then the person from whom the registered agent last received instructions concerning the international business company, specifying the wish of the registered agent to resign as registered agent and shall together with the notice provide a list of all registered agents in Saint Lucia with their names and addresses;
1. (b) the registered agent shall submit to the Registrar a copy of the notice and list of registered agents referred to in paragraph (a);
1. (c) if, at the time of expiry of the notice, the international business company has not adopted a resolution to amend its Memorandum to change its registered agent, the registered agent shall inform the Registrar in writing that the international business company has not changed its registered agent whereupon the Registrar shall publish a notice in the Gazette that the name of the international business company will be struck off the Register, unless the company, within 30 days from the date of the publication of the notice in the Gazette, registers with the Registrar a copy of a resolution amending its memorandum to change its registered agent; and
1. (d) if an international business company fails within 30 days from the date of the publication of the notice referred to in paragraph (c) to file with the Registrar an application amending its memorandum to change its registered agent, the Registrar shall strike the name of the company off the Register and shall publish in the Gazette a notice that the name of the international business company has been struck off the Register.

(4) Where the licence of a registered agent has been revoked under the Registered Agent and Trustee Licensing Act, if a registered agent dies or fails to renew his or her licence the Registrar shall, for the purpose of changing the registered agent of the international business company, communicate with each international business company for which the person whose licence has been revoked or who has died or has failed to renew his or her licence is the registered agent and the provisions of subsection (3) have effect with the necessary modifications for the purpose of providing the procedures for changing the registered agent.

(5) An international business company that has been struck off the Register under this section remains liable for all claims, debts, liabilities and obligations of the international business company, and the striking-off does not affect the liability of any of its members, directors, officers or agents.

(Amended by Act 14 of 2002)

41. Change of registered office or registered agent

6. Certificate of incorporation

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

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

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

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

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

33. Acquisition of own shares

34. Treasury shares disabled

35. Increase or reduction of capital

42. Management by directors

50. Quorum for meetings of directors

60. Notice of meetings of members

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

124. Regulations

International Business Companies Regulations – Section 124