Revised Laws of Saint Lucia (2021)

213.   Fundamental amendment to articles

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    (1)   Subject to sections 215 and 216, the articles of a company may, by special resolution, be amended—

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      (a)     to change its name;

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      (b)     to add, change or remove any restriction upon the business that the company can carry on;

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      (c)     to change any maximum number of shares that the company is authorised to issue;

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      (d)     to create new classes of shares;

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      (e)     to change the designation of all or any of its shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of all or any of its shares, whether issued or unissued;

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      (f)     to change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series, or into the same or a different number of shares of other classes or series;

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      (g)     to divide a class of shares, whether issued or unissued, into a series of shares and fix the number of shares in each series, and the rights, privileges, restrictions and conditions attached thereto;

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      (h)     to authorise the directors to divide any class of unissued shares into series of shares and fix the number of shares in each series, and the rights, privileges, restrictions and conditions attached thereto;

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      (i)     to authorise the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;

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      (j)     to revoke, diminish or enlarge any authority conferred under paragraphs (h) to (i);

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      (k)     to increase or decrease the number of directors or the minimum or maximum number of directors, subject to sections 71 and 76;

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      (l)     to add, change or remove restrictions on the transfer of shares; or

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      (m)     to add, change or remove any other provision that is permitted by this Act to be set out in the articles.

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    (2)   The directors of a company may, if authorised by the shareholders in the special resolution effecting an amendment under this section, revoke the resolution before it is acted upon, without further approval of the shareholders.

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    (3)   A provision in the articles of a company that restricts in whole or in part the powers of the directors to manage the business and affairs of the company may not be amended except with the consent of all the shareholders.