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45. Powers of directors

The directors have all the powers of an international business company that are not reserved to the members under this Act or in the memorandum or articles.

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45. Powers of directors

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

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

Revised Laws of Saint Lucia (2022)

45. Powers of directors

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