2023 Laws not yet authenticated through a Commencement Order

Revised Laws of Saint Lucia (2023)

8.   Recording of company liens on shares

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    (1)   A share registry shall enter in the registry system in respect of any share a lien held by the issuing company on the share of which lien the company has notified the share registry by delivery of an approved form executed by the company under its common seal and witnessed by a notary public.

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    (2)   The share registry shall remove the entry of any lien entered under subregulation (1) if it receives—

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      (a)     from the issuing company an approved form of release of lien executed by the company under its common seal; or

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      (b)     an order of the court requiring it to remove the lien.

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    (3)   Where under the provisions of its articles of association a company becomes entitled to sell any shares in respect of which a lien has been entered on its register of members the company may make and present to the share registry a statutory declaration in a form approved by the Commission and present the form to the share registry who shall, unless prohibited by an order of the court, enter the company on the register of members as holder of the shares in place of the previous holder of the shares.

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    (4)   A company which is entered on the register of members under subregulation (3) may sell and transfer the shares in any manner provided in regulation 7 and the transferee shall thereby obtain clear title to the shares without becoming concerned to ascertain whether or not the company was entitled to sell the shares unless he or she has actual notice that the company was not so entitled.

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    (5)   If a purchaser obtains clear title to shares under subregulation (4) any right which the previous holder of the shares may have to any part of the proceeds of sale of the shares shall be a right in personam against the company.

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    (6)   A share registry shall not be concerned to inquire whether a company has the right to sell the shares on which it has a lien and shall not be liable to the previous holder of the shares or to any other person if it enters a company on a register of members as holder of any shares where the company has complied with the provisions of subregulation (3).