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87.   Effect of continuation

Revised Laws of Saint Lucia (2022)

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87.   Effect of continuation

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    (1)   From the time of the issue by the Registrar of a certificate of continuation—

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      (a)     the company to which the certificate of continuation relates—

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        (i)     continues to be a body corporate, incorporated under this Act, under the name designated in the articles of continuation,

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        (ii)     is capable of exercising all powers of a company incorporated under this Act, and

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        (iii)     is no longer to be treated as a company incorporated under the Companies Act or a company incorporated under the laws of a jurisdiction outside Saint Lucia;

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      (b)     the memorandum and articles of the company, or their equivalent, as amended by the articles of continuation, are the memorandum and articles of the company;

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      (c)     property of every description, including choses in action and the business of the company, continue to be vested in the company; and

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      (d)     the company continues to be liable for all of its claims, debts, liabilities and obligations.

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    (2)   Where a company is continued under this Act—

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      (a)     a conviction, judgment, order, claim, debt, liability or obligation due or to become due, or a cause existing, against the company or against any member, director, officer or agent thereof, is not released or impaired by its continuation as a company incorporated under this Act; and

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      (b)     a proceeding, whether civil or criminal, pending at the time of the issue by the Registrar of a certificate of continuation by or against the company, or against any member, director, officer or agent thereof, is not abated or discontinued by its continuation as a company incorporated under this Act, but the proceedings may be enforced, prosecuted, settled or compromised by or against the company or against the member, director, officer or agent thereof.

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    (3)   All shares in a company that were outstanding prior to the issue by the Registrar of a certificate of continuation, shall be deemed to have been issued in conformity with this Act, but a share that at the time of the issue of the certificate of continuation was not fully paid shall be paid up no later than one year immediately following the date of the issue of the certificate of continuation and until the share is paid up, the member holding the share remains liable for the amount unpaid on the share.

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    (4)   If at the time of the issue by the Registrar of a certificate of continuation in respect of the company any provisions of the memorandum and articles of the company do not in any respect accord with this Act—

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      (a)     the provisions of the memorandum and articles continue to govern the company until the provisions are amended to accord with this Act or for a period of 2 years immediately following the date of the issue of the certificate of continuation, whichever is the sooner;

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      (b)     any provisions of the memorandum and articles of the company that are in any respect in conflict with this Act cease to govern the company when the provisions are amended to accord with this Act or after the expiration of a period of 2 years after the date of issue of the certificate of continuation, whichever is the sooner; and

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      (c)     the company shall make such amendments to its memorandum and articles as may be necessary to accord with this Act within a period that is not later than 2 years immediately following the date of the issue of the certificate of continuation.

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