Revised Laws of Saint Lucia (2021)

226.   Dissent by shareholder

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    (1)   Subject to sections 236 and 241, a shareholder of any class of shares of a company may dissent if the company resolves—

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      (a)     to amend its articles under section 213 to add, change or remove any provisions restricting the issue or transfer of shares of that class;

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      (c)     to amend its articles under section 213 to add, change or remove any restriction upon the businesses that the company can carry on;

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      (c)     to amalgamate with another company, otherwise than under section 222 or 223; or

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      (d)     to sell, lease or exchange all or substantially all its property under section 136.

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    (2)   Subject to sections 236 and 241, a shareholder of any class of shares of a company may dissent if the company is subject to an order of the court under section 237 permitting the shareholders to dissent.

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    (3)   The articles of a company that is not a public company may provide that a shareholder of any class or series of shares who is entitled to vote under section 215 may dissent if the company resolves to amend its articles in a manner described in that section.

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    (4)   In addition to any other right he or she has, but subject to section 235, a shareholder who complies with this section is entitled, when the action approved by the resolution from which he or she dissents or an order made under section 237 becomes effective, to be paid by the company the fair value of the shares held by him or her in respect of which he or she dissents; and the fair value is to be determined as of the close of business on the day before the resolution was adopted or the order made.

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    (5)   A dissenting shareholder may not claim under this section except only with respect to all the shares of a class or series—

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      (a)     held by him or her on behalf of any one beneficial owner; and

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      (b)     registered in the name of the dissenting shareholder.

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    (6)   A dissenting shareholder shall send to the company, at or before any meeting of shareholders of the company at which a resolution referred to in subsection (1) or (3) is to be voted on, a written dissent from the resolution, unless the company did not give notice to the shareholder of the purpose of the meeting and of his or her right to dissent.

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    (7)   When a shareholder of a company has dissented under subsection (6) to a resolution referred to in subsection (1) or (3), the company shall, within 10 days after the shareholders of the company adopt the resolution, send to the shareholder notice that the resolution has been adopted; but the notice need not be sent to the shareholder if he or she has voted for the resolution or has withdrawn his or her dissent.