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INTERNATIONAL BUSINESS COMPANIES ACT
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84.   Continuation

Revised Laws of Saint Lucia (2022)

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PART 8
CONTINUATION

84.   Continuation

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    (1)   A company incorporated under the Companies Act or incorporated under the laws of a jurisdiction outside Saint Lucia may, continue as an international business company if—

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      (a)     articles of continuation, (written in the English language or if written in a language other than the English language, accompanied by a certified translation), is approved—

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        (i)     by a majority of the directors or the other persons who are charged with exercising the powers of the company, or

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        (ii)     in such other manner as may be established by the company for exercising the powers of the company;

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      (b)     the articles of continuation contains—

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        (i)     the name of the company and the name under which it is being continued,

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        (ii)     the jurisdiction under which it is incorporated,

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        (iii)     the date on which it was incorporated,

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        (iv)     the information required to be included in a memorandum under section 7(1), and

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        (v)     the amendments to its memorandum and articles, or their equivalent that are to be effective upon the registration of the articles of continuation;

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      (c)     the articles of continuation, accompanied by a copy of the memorandum and articles of the company, or their equivalent, written in the English language or if written in a language other than the English language, accompanied by a certified translation, evidence satisfactory to the Registrar that the company is in good standing, is submitted to the Registrar; and

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      (d)     the Registrar, if satisfied that the company meets the requirements of an international business company under Part 2 registers the company as an international business company by registering the articles, memorandum and articles of continuation in the register.

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    (2)   Upon the registration of the articles of continuation, the Registrar shall issue a certificate of continuation under his or her hand and seal certifying that the company is incorporated under this Act.

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    (3)   An international business company incorporated under the laws of a jurisdiction outside Saint Lucia is entitled to continue as an international business company, despite any provision to the contrary in the laws of the jurisdiction under which it is incorporated.

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    (4)   Despite any provisions of the Companies Act a company incorporated under that Act may, by resolution of the directors, continue the incorporation of the company under this Act.

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    (5)   Where a company incorporated under the Companies Act has continued its incorporation under this Act, the Registrar shall strike the name of the company off the Register of Companies maintained under that Act and publish notice of the striking-off in the Gazette.

(Amended by Act 14 of 2002)

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