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551. Definition of technical words

(1) In this Act, unless the context otherwise requires—

“affairs” means, in relation to any company or other body corporate, the relationship among the company or body corporate, its affiliates and the shareholders, directors and officers thereof, but does not include any businesses carried on by the companies or other bodies corporate;

“affiliate” means an affiliated company or affiliated body corporate within the meaning of section 546;

“articles” means, unless qualified—

(a) the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuation, articles of re-organisation, articles of dissolution, and articles of revival; and

(b) any statute, letters patent, memorandum of association, certificate of incorporation, or other corporate instrument evidencing the existence of a body corporate continued as a company under this Act;

“associate” when used to indicate a relationship with any person means—

(a) a company or body corporate of which that person beneficially owns or controls, directly or indirectly, shares or debentures convertible into shares, that carry more than 20% of the voting rights—
1. (i) under all circumstances,
1. (ii) by reason of the occurrence of an event that has occurred and is continuing, or
1. (iii) by reason of a currently exercisable option or right to purchase those shares or those convertible debentures;

(b) a partner of that person acting on behalf of the partnership of which they are partners;

(c) a trust or estate in which that person has a substantial beneficial interest or in respect of which he or she serves as a trustee or in a similar capacity;

(d) a spouse of that person within the meaning of subsections (2) and (3);

(e) a legitimate or an illegitimate child, a step-child or an adopted child of that person; and

(f) a relative of that person or of his or her spouse if that relative has the same residence as that person;

“auditor” includes a partnership of auditors;

“beneficial interest” or “beneficial ownership” includes ownership through a trustee, legal representative, agent or other intermediary;

“beneficial owner” means a natural person—

(a) who ultimately owns or controls a company;

(b) who exercises ultimate effective control over a legal person or legal arrangement, such as a senior manager; or

(Inserted by Act 10 of 2018)

“body corporate” includes a company within the meaning of this section or other body corporate wherever or however incorporated, other than a corporation sole;

“commencement date” means the date on which this Act comes into operation;

“company” means a body corporate that is incorporated or continued under this Act;

“competent authority” means the competent authority under the Automatic Exchange of Financial Account Information Act; (Inserted by Act 10 of 2018)

“court” means the High Court;

“corporate instruments” includes any statute, letters patent, memorandum of association, articles of association, articles of incorporation, certificate of incorporation, certificate of coninuance, bye-laws, regulations or other instrument by which a body corporate is incorporated or continued or that governs or regulates the affairs of a body corporate; (Substituted by Act 13 of 2015)

“debenture” includes debenture stock and any bond or other instrument evidencing an obligation or guarantee, whether secured or not;

“director” in relation to a body corporate, means a person occupying therein the position of a director by whatever title he or she is called;

“external company” means any firm or other body of persons, whether incorporated or unincorporated, that is formed under the laws of a country other than Saint Lucia or a member State and is not a national of a member State;

“former Act” means the Commercial Code;

“former Act company” means a company incorporated or registered under the former Act or any Act replaced by that Act;

“incorporator” means, in relation to a company, a person who signs the articles of incorporation of the company;

“legal representative” in relation to a company, shareholder, debenture holder or other person, means a person who stands in place of and represents the company, shareholder, debenture holder or person, and without limiting the generality of the foregoing, includes, as the circumstances require, a trustee, executor, administrator, assignee, or receiver of the company, shareholder, debenture holder or person;

“liability” includes, in relation to a company, any debt of the company that arises under—

(a) section 49;

(b) section 234(2); or

“member state” means a state, other than Saint Lucia, of the Caribbean Community or the Organisation of Eastern Caribbean States as listed in the Schedule; (Substituted by Act 13 of 2015)

“member state company” means any firm or other body of persons, incorporated under the laws of a member state; (Inserted by Act 13 of 2015)

“Minister” means the Minister responsible for Legal Affairs;

“national” means a company or other legal entity constituted in a member State in accordance with the laws of the member State and which the member State regards as belonging to it, if the company or other legal entity has been formed for gainful purposes and has its registered office and central administration, and carries on substantial activity within the member State and is substantially owned and effectively controlled by a person who:

(a) is a citizen of that Member State;

(b) has a connection with that Member State of a kind which entitles him or her to be regarded as belonging to or, if it be so expressed, as being a native or resident of that Member State for the purposes of the laws relating to immigration;

and for the purposes of this definition, a company or other legal entity is:

(i) substantially owned if more than 50% of the equity interest in the company or entity is beneficially owned by a person mentioned in paragraphs (a) and (b);

(ii) effectively controlled if the persons mentioned in paragraphs (a) and (b) have the power to name a majority of its directors or are otherwise legally entitled to direct its actions;

“officer” in relation to a body corporate means—

(a) the Chairperson, deputy Chairperson, president or vice-president of the board of directors;

(b) the managing director, general manager, comptroller, secretary or treasurer; or

(c) any other person who performs for the body corporate functions similar to those normally performed by the holder of any office specified in paragraph (a) or (b) and who is appointed by the board of directors to perform such functions;

“ordinary resolution” means a resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution;

“person” includes an individual, a corporation, company, firm, partnership, society or an association; (Inserted by Act 13 of 2015)

“public company” means a company any of whose issued shares or debentures are or were part of a distribution to the public within the meaning of section 549;

“recognised stock exchange” means any stock exchange specified by the Attorney General as recognised for the purposes of this Act by publication in the Gazette;

“record” includes any register, book or other record that is required to be kept by a company or other body corporate;

“redeemable share” means a share issued by a company—

(a) that the company can purchase or redeem upon demand of the company, or

(b) that the company is required by its articles to purchase or redeem at a specified time or upon the demand of a shareholder;

“Registrar” refers to the Registrar of Companies under this Act;

“security interest” means any interest in or charge upon any property of a company, by way of mortgage, bond, lien, pledge or other means, that is created or taken to secure the payment of an obligation of the company;

“send” includes deliver;

“series” in relation to shares, means a division of a class of shares;

“share” includes stock;

“shareholder” in relation to a company, includes—

(a) a member of a company described in Division A of Part 3, except where inconsistent with a provision of that Division;

(b) the personal representative of a deceased shareholder;

(d) a person in whose favour a transfer of shares has been executed but whose name has not been entered in the register of members, or, if 2 or more transfers of those shares have been executed, the person in whose favour the most recent transfer has been made;

“special resolution” means a resolution of which at least 21 days' notice is given which is—

(a) passed by a majority of not less than 75% of the votes cast by the shareholders who voted in respect of the resolution; or

(b) signed by all the shareholders entitled to vote on the resolution;

“stock exchange” means any market where shares or bonds are traded;

“ultimately own or control” means direct or indirect ownership or control of 25% or more of shares, voting rights or ownership interest in a company; (Inserted by Act 10 of 2018)

“unanimous shareholder agreement” means an agreement described in section 135.

(2) For the purposes of this Act reference to a spouse includes a single woman who was living together with a single man as his or her wife for a period of not less than 5 years and a single man who was living together with a single woman for a like period.

(3) For the purposes of subsection (2) a reference to a single woman or a single man includes a reference to a widow or widower or to a woman or man who is divorced.