Revised Laws of Saint Lucia (2023)

2.   Interpretation

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   (1)   In this Act —

“Authority” means the Financial Services Regulatory Authority established under section 3 of the Financial Services Regulatory Authority Act;

“client” includes a potential client;

“control” means the power of a person, either alone or with an affiliate, relative, connected or other person, directly or indirectly or by an agreement or otherwise to exert influence over the business and affairs of a virtual asset business;

“fiat currency” means currency issued by a central bank and is the official legal tender of a country or group of countries;

“International Financial Reporting Standards” means the accounting rules and standards issued by the International Accounting Standards Board;

“licence” means a licence issued under section 8;

“licensee” means a person licensed under section 8;

“Minister” means the Minister responsible for finance;

“Ministry” means the Ministry responsible for finance;

“officer” means —

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   (a)     a chief executive officer, chief operating officer, president, vice president, corporate secretary, treasurer, chief financial officer, chief accountant, chief auditor, chief investment officer, chief compliance officer or chief risk officer;

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   (b)     any other individual designated as an officer by its articles of incorporation or continuance, by-laws or other constituent document or resolution of the directors or members; or

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   (c)     any other individual who performs functions similar to those performed by a person referred to under paragraph (a), whether or not the individual is formally designated as an officer;

“person” includes a sole corporation, a body incorporated or unincorporated, a firm, an association and a partnership;

“prospectus” means a document, statement, advertisement or notice that provides information for the purpose of offering to the public and a client, subscription to or purchase of a virtual asset;

“security” has the meaning assigned under section 2 of the Securities Act;

“significant shareholder” means a person who alone or with an affiliate or a connected person —

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   (a)     holds more than 10% of a virtual asset business;

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   (b)     exercises or controls more than 10% of the total voting rights at a general meeting of the virtual asset business or another company of which the virtual asset business is a subsidiary;

“virtual asset” —

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   (a)     means a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes;

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   (b)     does not include digital representations of fiat currency or security;

“virtual asset business” means the conduct, for or on behalf of another person, of one or more of the following activities or operations —

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   (a)     an exchange between a virtual asset and fiat currency;

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   (b)     an exchange between one or more forms of virtual assets;

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   (c)     a transfer of a virtual asset, whether or not for value;

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   (d)     the safekeeping or administering of a virtual asset or instruments enabling control over a virtual asset;

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   (e)     participating in or providing financial services related to the issue or sale of a virtual asset.

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   (2)   In this Act, a person is connected to another person —

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      (a)     where that person is an individual, if the person is —

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         (i)     the relative of the other person,

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         (ii)     the trustee of a settlement under which the other person has a life interest in possession,

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         (iii)     a company of which the other person is a director or a controlling or significant shareholder,

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         (iv)     an employee or partner of the other person;

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      (b)     where that person is a company, if the person is —

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         (i)     a director or controlling shareholder or significant shareholder of the company,

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         (ii)     a subsidiary or affiliate of the company,

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         (iii)     a director or employee of a subsidiary or affiliate of the company;

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      (c)     where that person has with the other person an agreement or arrangement —

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         (i)     with respect to the acquisition, holding or disposal of shares or other interests in a company,

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         (ii)     under which those persons jointly undertake to act together in exercising the voting power in relation to the company.

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   (3)   In this Act, in relation to a person, a reference to fit and proper is a reference to —

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      (a)     the sound financial standing or solvency of the person or any officer, executive, principal representative, beneficial owner, significant shareholder, director or manager of the person;

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      (b)     the appropriateness of the person's educational or other qualifications or experience in relation to the type of virtual asset business the person intends to offer or operate;

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      (c)     the sound reputation, financial integrity and probity of —

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         (i)     the person, if the person is an individual,

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         (ii)     an officer, an executive, a significant shareholder, a director or manager, if the person is a company, or

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         (iii)     a principal representative;

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      (d)     in the case of the interest of a client of the person, that it is not likely to be in any way threatened by a director, officer, principal representative or significant shareholder of the person;

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      (e)     in the case of a person or a principal representative, director, officer or significant shareholder of the person, that the person or principal representative, director, officer or significant shareholder of the person is not engaged in any business practices or has not conducted himself or herself in a manner that appears to be improper, deceitful or otherwise discredit the business practice of the person;

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      (f)     the previous conduct and activities in business or financial matters of the person in question and, in particular, any evidence that the person —

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         (i)     has not committed an offence involving fraud or other dishonesty,

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         (ii)     has not contravened any provision made by or under an enactment designed to protect members of the public against financial loss due to dishonesty, incompetence or malpractice by persons concerned in the provision of financial services or the management of companies or against financial loss due to the conduct of a discharged or an un-discharged bankrupt,

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         (iii)     has not obtained an employment record which indicates that the person carried out an act of impropriety in the handling of his or her employer's business,

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         (iv)     has not engaged in or been associated with any other business practices or otherwise conducted himself or herself in a manner as to cast doubt on his or her competence and soundness of judgment,

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         (v)     has not been convicted of an offence under this Act,

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         (vi)     has not suspended payment in respect of, or is able to meet, an obligation as it falls due,

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         (vii)     if the person is a company, has not been declared insolvent or is not likely to become insolvent,

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         (viii)     if the person is an individual, has not been declared bankrupt within or outside Saint Lucia and is not an undischarged bankrupt,

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         (ix)     has not been removed or suspended by a regulatory authority from serving as a director or officer in any body corporate within or outside Saint Lucia,

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         (x)     has not failed to satisfy any judgment or order of a court within or outside Saint Lucia, including, the repayment of a debt;

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      (g)     any other prescribed matter.