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INTERNATIONAL BUSINESS COMPANIES ACT
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7.   Memorandum

Revised Laws of Saint Lucia (2022)

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7.   Memorandum

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    (1)   A memorandum shall include the following—

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      (a)     the name of the international business company;

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      (b)     the address within Saint Lucia of the registered agent and registered office of the international business company;

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      (c)     the object or purposes for which the international business company is to be incorporated;

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      (d)     the currency in which shares in the international business company shall be issued and whether shares may be issued in more than one currency;

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      (e)     a statement of the authorised capital of the international business company setting out —

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        (i)     the aggregate of the par value of the shares with par value that the international business company is authorised to issue, and

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        (ii)     the amount, if any, to be represented by shares without par value that the international business company is authorised to issue, or

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        (iii)     that the international business company is authorised to issue an unlimited number of shares;

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      (Substituted by Act 3 of 2017)

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      (f)     a statement of the number of classes and series of shares, the number of shares of each such class and series, and the par value of shares with par value and the shares which may be without par value, if that is the case;

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      (g)     a statement of the designations, powers, preferences and rights, and the qualifications, or restrictions of each class and series of shares that the international business company is authorised to issue, unless the directors are to be authorised to fix any such designations powers, preferences, rights, qualifications, or restrictions and in that case, an express grant of any authority as may be desired to grant to the directors to fix by a resolution any such designations, powers, preferences, rights, qualifications, or restrictions that have not been fixed by the memorandum;

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      (h)     if a company wishes to engage in business as an incorporated cell company or an incorporated cell, a statement to that effect; and

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      (i)     if a company elects to engage in business as an incorporated cell, the name of its incorporated cell company.

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

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    (2)   For the purposes of subsection (1)(c), if a memorandum contains a statement either alone or with other purposes that the purpose of the international business company is to engage in any act or activity that is not prohibited under any law in force in Saint Lucia, the effect of that statement is to make all acts that are not illegal part of the purposes of the company, subject to any limitations in the memorandum.

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    (3)   A memorandum shall be subscribed to by the registered agent named in the memorandum.

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    (4)   Where an international business company is registered under section 5 its memorandum binds the international business company and its members to the same extent as if each member had subscribed his or her name and affixed his or her seal thereto and as if there were contained in the memorandum, on the part of himself or herself, his or her heirs, executors and administrators, a covenant to observe the provisions of the memorandum, subject to this Act.

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