Revised Laws of Saint Lucia (2021)

236.   Re-organisation

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    (1)   In this section, “re-organisation” means—

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      (a)     a court order made under section 241;

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      (b)     a court order approving a proposal under the Bankruptcy Act; or

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      (c)     a court order that is made under any other enactment and that affects the rights among the company, its shareholders and creditors.

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    (2)   If a company is subject to an order referred to in subsection (1), its articles may be amended by the order to effect any change that might lawfully be made by an amendment under section 213.

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    (3)   If the court makes an order referred to in subsection (1), the court may also—

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      (a)     authorise the issue of debentures of the company, whether or not convertible into shares of any class or series, or having attached any rights or options to acquire shares of any class or series, and fix the terms thereof; and

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      (b)     appoint directors in place of, or in addition to, all or any of the directors then in office.

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    (4)   After an order referred to in subsection (1) has been made, articles of re-organisation in the prescribed form shall be sent by the company to the Registrar, together with the documents required by sections 69 and 176, if applicable.

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    (5)   Upon receipt of articles of re-organisation for a company, the Registrar shall issue a certificate of amendment in accordance with section 511.

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    (6)   A re-organisation of a company becomes effective on the date shown in the certificate of amendment, and its articles of incorporation are amended accordingly.

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    (7)   A shareholder of a company is not entitled to dissent under section 226 if an amendment to the articles of incorporation of the company is effected under this section.