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22. Transitional provisions
2023 Laws not yet authenticated through a Commencement Order

Revised Laws of Saint Lucia (2023)

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22.   Transitional provisions

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    (1)   These provisions shall, unless otherwise stated, apply to any person who has prior to the—

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      (a)     closing of a company's register of members under regulation 3(9) contracted to purchase from a member any shares of the company, or units, and has obtained from the member a signed share transfer, in a form which complies with the company's articles of association, and the member's original share certificate or certificates for the shares but whose transfer has not been recorded by the company; or

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      (b)     closing of a company's register of members under regulation 3(9) taken from a member of the company a charge, in written form, which subsists over the member's shares of the company, or units, supported by a deposit of the member 's original certificate for the shares; or

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      (c)     opening of a register of debt securities under regulation 4 taken from a holder of a debt security a charge, in written form, which subsists over the security supported by a deposit of the holder's title document to the security.

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    (2)   A person to whom these provisions apply may, within 3 months of the opening by the share registry of the relevant register of securities, notify the share registry of the transfer or charge held by him or her, as the case may be, and deposit with the share registry the share transfer or charge document, duly stamped by the Inland Revenue Department, and the original share certificate held by him or her or the document of title to the debt security as the case may be.

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    (3)   Subject to subregulation (5), on receipt of the documents listed in subregulation (2), the share registry shall enter on the relevant register of securities the transferee as holder of the shares, or units, or the chargee as chargee of the shares or debt security, or units, as the case may be.

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    (4)   After making an entry under subregulation (3) the share registry shall in the case of a—

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      (a)     transfer of shares retain the original share transfer and the original share certificate presented to him or her; or

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      (b)     charge of shares or securities retain the original charge document and the original share certificate or documents of title as the case may be.

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    (5)   The share registry shall not make an entry under subregulation (3) where—

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      (a)     the person who gave the transfer or charge is not at the time of its receipt of the documents referred to in sub-regulation (2) entered on the register of members as the holder of the shares transferred or charged as the case may be;

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      (b)     a lien has been noted under regulation 8 in respect of the shares transferred or charged as the case may be;

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      (c)     a charge has been noted in respect of the shares or debt security, or any units, under regulation 9 in respect of the shares or debt security transferred or charged as the case may be;

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      (d)     the share registry is prohibited by order of a court from making the entry;

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      (e)     the transfer or charge is prohibited under an enactment;

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      (f)     in the case of a transfer, the shares are to be held jointly in the names of more persons than is permitted under the company's articles of association.

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    (6)   Nothing contained in this regulation shall preclude a person who has not complied with the provisions in subregulation (2) from applying to the Court for an order to have his or her transfer or charge entered and the Court may on such application order the entry on the register of members or the register of debt securities concerned if the person who gave the transfer or charge is entered on the register of members as holder of the shares transferred or charged or the securities charged or if any person other than a purchaser for value without notice of the transfer or charge is so registered.

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    (7)   A company whose register of members is transferred to a share registry under regulation 3 shall notify the public of the transfer by notice, in a form approved by the Commission, published in a newspaper with circulation in Saint Lucia on 4 consecutive weekends immediately following the transfer of the register.

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    (8)   A company whose register of securities is transferred from one share registry to another shall notify its members or other holders of such transfer at least 4 weeks prior to the transfer of the register of securities.

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