(758) 468-3200
Government Saint Lucia
 
 
 
Home
/
Departments
/
Legislative Drafting
/
Revised Laws of Saint Lucia
/
INTERNATIONAL BUSINESS COMPANIES ACT
/
83.   Rights of dissenters

Revised Laws of Saint Lucia (2022)

saint Lucia
back arrow Back to Revised Laws of Saint Lucia (2022)
back arrow Back to Table of Contents

83.   Rights of dissenters

  1.  

    (1)   A member is entitled to payment of the fair value of his or her shares upon dissenting from—

    1.  

      (a)     a merger, if the international business company is a constituent company, unless the international business company is the surviving company and the member continues to hold the same or similar shares;

    1.  

      (b)     a consolidation, if the international business company is a constituent company;

    1.  

      (c)     any sale, transfer, lease, exchange or other disposition of more than 50% of the assets or business of the international business company, if not made in the usual or regular course of the business carried on by the company, but not including—

      1.  

        (i)     a disposition under an order of the Court having jurisdiction in the matter,

      1.  

        (ii)     a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interests within one year after the date of disposition, or

      1.  

        (iii)     a transfer under the power described in section 14(2);

    1.  

      (d)     a redemption of his or her shares by the international business company under section 81; and

    1.  

      (e)     an arrangement, if permitted by the Court.

  1.  

    (2)   A member who desires to exercise his or her entitlement under subsection (1) shall give to the international business company, before the meeting of members at which the action is submitted to a vote, or at the meeting but before the vote, written objection to the action, but an objection is not required from a member to whom the international business company did not give notice of the meeting in accordance with this Act or where the proposed action is authorised by written consent of members without a meeting.

  1.  

    (3)   An objection under subsection (2) shall include a statement that the member proposes to demand payment for his or her shares if the action is taken.

  1.  

    (4)   Within 20 days immediately following the date on which the vote of members authorising the action is taken, or the date on which written consent of members without a meeting is obtained, the international business company shall give written notice of the authorisation or consent to each member who gave written objection or from whom written objection was not required, except those members who voted for, or consented to in writing, to the proposed action.

  1.  

    (5)   A member to whom the international business company was required to give notice who elects to dissent shall, within 20 days immediately following the date on which the notice referred to in subsection (4) is given, give to the international business company a written notice of his or her decision to elect to dissent, stating—

    1.  

      (a)     that members name and address;

    1.  

      (b)     the number and classes or series of shares which the member holds; and

    1.  

      (c)     a demand for payment of the fair value of that member's shares,

and a member who elects to dissent from a merger under section 77 shall give to the international business company a written notice of his or her decision to elect to dissent within 20 days immediately following the date on which the copy of the plan of merger or an outline thereof is given to him or her in accordance with section 77.

  1.  

    (6)   A member who dissents shall do so in respect of all shares that he or she holds in the international business company.

  1.  

    (7)   Upon the giving of a notice of election to dissent, the member to whom the notice relates ceases to have any of the rights of a member except the right to be paid the fair value of his or her shares.

  1.  

    (8)   Within 7 days immediately following the date of the expiration of the period within which members are allowed to give their notices of election to dissent, or within 7 days immediately following the date on which the proposed action is put into effect, whichever is later, the international business company shall make a written offer to each dissenting member, to purchase his or her shares at a specified price that the international business company determines to be their fair value, and if, within 30 days immediately following the date on which the offer is made, the international business company making the offer and the dissenting member agree upon the price to be paid for his or her shares, the international business company shall pay to the member the amount in money upon the surrender of the certificates representing his or her shares.

  1.  

    (9)   If the international business company and a dissenting member fail, within the period of 30 days referred to in subsection (8), to agree on the price to be paid for the shares owned by the member, within 20 days immediately following the date on which the period of 30 days expires, the following shall apply—

    1.  

      (a)     the international business company and the dissenting member shall each designate an appraiser;

    1.  

      (b)     the 2 designated appraisers together shall designate a third appraiser;

    1.  

      (c)     the 3 appraisers shall fix the fair value of the shares owned by the dissenting member as of the close of business on the day prior to the date on which the vote of members authorising the action was taken or the date on which written consent of members without a meeting was obtained, excluding any appreciation or depreciation, directly or indirectly induced by the action or its proposal, and that value is binding on the international business company and the dissenting member for all purposes; and

    1.  

      (d)     the international business company shall pay to the member the amount in money upon the surrender by the member of the certificates representing the member's shares.

  1.  

    (10)   Shares acquired by the international business company under subsection (8) and (9) shall be cancelled but if the shares are shares of a surviving company, they shall be available for re-issue.

  1.  

    (11)   The enforcement by a member of his or her entitlement under this section excludes the enforcement by the member of a right to which the member might otherwise be entitled by virtue of his or her holding shares, except that this section does not exclude the right of the member to institute proceedings to obtain relief on the ground that the action is illegal.

  1.  

    (12)   Only subsections (1) and (8)(9)(10) and (11) shall apply in the case of a redemption of shares by a company under the provisions of section 81 and in such case the written offer to be made to the dissenting member under subsection (8) shall be made within 7 days immediately following the direction given to an international business company under section 81 to redeem its shares.

(Amended by Act 14 of 2002)

Address

2nd Floor Francis Compton Building, 
Waterfront,
Castries, Saint Lucia

Need help?

Site Map

HomeAbout AG OfficeDepartmentsAccessibilityContact Us

Quick Links

Inland Revenue Department of Government of Saint Lucia (IRD)Government of Saint Lucia Citizenship by Investment Financial Intelligence Authority

Important Links

CARICOMOECSFSRA
 
© 2025 Attorney General's Chambers
Site by