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88.   Continuation under foreign law

Revised Laws of Saint Lucia (2022)

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88.   Continuation under foreign law

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    (1)   Subject to any limitations in its memorandum or articles, a company incorporated or continued as a company under this Act may, by a resolution of directors or by a resolution of members, continue as a company incorporated under the laws of a jurisdiction outside Saint Lucia in the manner provided under those laws.

  1.  

    (2)   An international business company that continues as a company incorporated under the laws of a jurisdiction outside Saint Lucia, does not cease to be an international business company, unless the laws of the jurisdiction outside Saint Lucia permit the continuation, and the international business company has complied with those laws.

  1.  

    (2A)   The registered agent of a company incorporated under this Act that continues as a company incorporated under the laws of a jurisdiction outside Saint Lucia shall within 30 days of the continuation of the company under the laws of the foreign jurisdiction file with the Registrar an affidavit to the effect that the company has continued its incorporation under the laws of the named foreign jurisdiction together with a certified copy of the certificate of continuation or registration from the foreign jurisdiction.

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    (2B)   Upon registration of the affidavit and certificate referred to in subsection (2A) the Registrar shall—

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      (a)     remove the name of the company from the Register;

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      (b)     issue a certificate of discontinuance; and

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      (c)     publish the removal in the Gazette.

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    (3)   Where an international business company is continued under the laws of a jurisdiction outside Saint Lucia—

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      (a)     the international business company continues to be liable for all its claims, debts, liabilities and obligations that existed prior to its continuation as a company under the laws of the jurisdiction outside Saint Lucia;

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      (b)     a conviction, judgement, order, claim, debt, liability or obligation due or to become due, or a cause existing, against the international business company or against any member, director, officer or agent thereof, is not released or impaired by its continuation as an international business company under the laws of the jurisdiction outside Saint Lucia; and

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      (c)     a proceeding, whether civil or criminal, pending by or against the international business company or against any member, director, officer or agent thereof, is not abated or discontinued by its continuation as an international business company under the laws of the jurisdiction outside Saint Lucia, but the proceedings may be enforced, prosecuted, settled or compromised by or against the international business company or against the member, director, officer or agent thereof;

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      (d)     service of process may continue to be effected on the registered agent of the company in Saint Lucia in respect of any claim, debt, liability or obligation of the company incurred during its existence as a company incorporated under this Act.

(Amended by Act 14 of 2002)

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