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Back to Revised Laws of Saint Lucia (2021)

2. Interpretation

(1) In this Act, unless the context otherwise requires—

“accountant” means a person who is qualified as an accountant by examination conducted by one of the institutes of Chartered Accountants or Certified Accountants in England and Wales, Ireland or Scotland, the Canadian Institute of Chartered Accountants, the Association of Chartered Certified Accountants, the American Institute of Certified Public Accountants, the Chartered Institute of Management Accountants, the Certified General Accountants Association of Canada, the Certified Management Accountants of Canada or such other institute or body of accountants as may from time to time be approved by the Commission, and is a practising member in good standing of one of those institutes or is otherwise approved by any supervisory body of the accounting profession recognised under the law of Saint Lucia;

“accredited” is construed in accordance with section 64;

“advertisement” includes every form of advertising, whether in a publication, by the display of notices, signs, labels or showcards, by means of circulars or other documents, by an exhibition of pictures or photographic or cinematographic films, by way of sound broadcasting or television, by the distribution of recordings, by computer output, or in any other manner, and “advertising” shall be construed accordingly;

“Agreement” means the Agreement establishing the Eastern Caribbean Securities Regulatory Commission made on 24 November 2000, the text of which is set out in the Schedule and to which the government of Saint Lucia is a party;

“broker dealer” means a person who carries on the business of dealing in securities, or who holds himself or herself out as conducting such business, within the meaning of section 47;

“broker dealer's representative” means an individual in the employment of, or acting for or by arrangement with, a broker dealer, who deals in securities on behalf of that broker dealer, whether he is paid a salary, wages, commission or otherwise;

“charge” includes any mortgage, assignment, pledge, or lien other than a lien of a company on shares issued by it, on any security for securing money or money's worth;

“clearing agency” means a company whose business is the provision of services for the clearing and settlement of transactions in securities;

“Commission” means the Eastern Caribbean Securities Regulatory Commission established by Article 3 of the Agreement;

“Companies Act” means the Companies Act, Cap. 14.01;

“Company” includes a company, limited partnership, unit trust or other business entity, which is incorporated, registered or otherwise established under the laws of a member territory; (Substituted by Act13 of 2005)

“dealing in securities” is construed in accordance with section 47;

“Disciplinary Committee” means the Disciplinary Committee established under section 140;

“document” includes—

(a) information recorded in any form; and

(b) in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form;

“investment adviser” means a person who carries on business giving advice on securities, or who holds himself or herself out as conducting such business, within the meaning of section 53;

“investment adviser's representative” means an individual in the employment of, or acting for or by arrangement with, an investment adviser, who advises on securities on behalf of that investment adviser, whether that individual is paid a salary, wages, commission or otherwise;

“issuer” in relation to any securities, means the person by whom they have been or are to be issued;

“licensee” means a person licensed under Part 4;

“limited service broker” is construed in accordance with section 50;

“limited service broker's representative” means an individual in the employment of, or acting for or by arrangement with, a limited service broker, who deals in securities on behalf of that broker, whether he is paid a salary, wages, commission or otherwise;

“member”, in relation to a securities exchange, means a licensee who is admitted to membership of the exchange;

“Minister” means the Minister responsible for finance;

“Monetary Council” means the Monetary Council established under Article 7 of the Agreement establishing the Eastern Caribbean Central Bank done at Port-of-Spain on 5 July 1983 which said Agreement is set out in the Schedule to the Eastern Caribbean Central Bank Agreement Act;

“participating Government” has the same meaning as in the Agreement;

“person” includes a company and an individual;

“prescribed” means prescribed by regulations made by the Minister on the recommendation of the Commission;

“principal” is construed in accordance with section 60;

“representative” means an accredited broker dealer's representative, a limited service broker's representative or an investment adviser's representative, as the case may be, licensed under section 62;

“securities” means—

(a) shares and stock in the share capital of a company;

(b) any instrument creating or acknowledging indebtedness which is issued or proposed to be issued by a company including, in particular, debentures, debenture stock, loan stock, bonds and notes;

(c) bonds and other instruments creating or acknowledging indebtedness issued by or on behalf of any participating Government;

(d) any right, whether conferred by warrant or otherwise, to subscribe for shares or debt securities;

(e) any option to acquire or dispose of any other security;

(f) units in a collective investment scheme, including shares in or securities of an investment company; and

(g) any other instruments prescribed to be securities for the purposes of this Act;

but does not include—
1. (i) bills of exchange,
1. (ii) treasury bills with an original maturity of less than 90 days,
1. (iii) promissory notes for less than 270 days,
1. (iv) certificates of deposit issued by a licensed financial institution, or
1. (v) any other instrument prescribed, on the recommendation of the Commission, not to be securities for the purposes of this Act;

“securities exchange” means a market, exchange, place or facility which provides for bringing together on a regular basis purchasers and sellers of securities, and sets rules for the execution of securities transactions or for the negotiation or conclusion of sales and purchases of securities, but does not include—

(a) the office or facilities of a member of a licensed securities exchange; or

(b) the office or facilities of a clearing agency or securities depository;

“underwriting” includes the purchase of newly issued securities for the purpose of public resale on behalf of the issuer, and the guaranteeing to an issuer that the unsold residue of the issuer's public issue or sale will be taken up.

(2)
1. (a) A company is a subsidiary of another company (its holding company) if that other company—
  1. (a) holds a majority of the voting rights in it;
  1. (b) is a member of it and has the right to appoint or remove a majority of its board of directors; or
  1. (c) is a member of it and controls alone, pursuant to an agreement with other shareholders, a majority of the voting rights in it.
1. (b) A company is considered to be a subsidiary of another if the first mentioned company is a subsidiary of a company which is itself a subsidiary of that other company.