CHAPTER 12.14 INTERNATIONAL BUSINESS …

1 SAINT LUCIACHAPTER BUSINESS companies ACTR evised EditionShowing the law as at 31 December 2001 This is a revised edition of the law, prepared by the Law Revision Commissioner under the authority of the Revised Edition of the Laws edition contains a consolidation of the following laws INTERNATIONAL BUSINESS companies ACTAct 40 of in force 26 January 2000 ( ) INTERNATIONAL BUSINESS companies REGULATIONS Section 124 Statutory Instrument 29/2000 in force 19 February 2000 Amended by 72/2000 in force 1 April 2000 Amended by 38/2001 in force 9 February 2000 Amended by 110/2001 in force 27 October 2001 Laws of Saint LuciaInternational BUSINESS companies Date: 31 Dec 2001 CHAPTER BUSINESS companies ACTARRANGEMENT OF SECTIONSPART 17 SHORT TITLE AND 7 PART 212 REGISTRATION AND CONSTITUTION OF for registration.

2 Of incorporation .. of memorandum or articles .. of acts of company .. liability .. 22 PART 322 CAPITAL AND for shares .. of consideration for of consideration for shares .. shares .. capital in several and surplus accounts .. of shares .. or reduction of authorised capital .. and combination .. of shares .. certificates .. register .. BUSINESS companies ActLaws of Saint LuciaRevision Date: 31 Dec of share of registered shares .. of registered shares of deceased, incompetent or bankrupt .. of own shares .. shares or reduction of capital .. of 34 PART 434 REGISTERED OFFICE AND REGISTERED office .. of registered agent .. of registered office or registered agent .. 35 PART 535 DIRECTORS, OFFICERS, AGENTS AND by directors.

3 , term and removal of of directors .. of directors .. of directors .. of directors .. of of meetings of for meetings of of directors .. for directors .. and of care .. on records and reports .. of interest .. 42 PART 642 PROTECTION OF MEMBERS AND of members .. of meetings of members .. for meetings of members .. by members .. of members .. of notice on of process .. , records and common of books and records .. generally .. before for payments or 48 Laws of Saint LuciaInternational BUSINESS companies Date: 31 Dec and bills of exchange .. of or attestation .. without members .. 50 PART 750 MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND for purposes of Part 7 .. or consolidation.

4 With subsidiary .. of merger or consolidation .. or consolidation with foreign of assets .. of minority shares .. of dissenters .. 61 PART of continuation .. of continuation .. under foreign law .. 68 PART 969 WINDING-UP, DISSOLUTION AND winding-up and winding-up, and of directors .. and duties of of liquidator .. and dissolution for unpaid claims .. and dissolution by Court .. and managers .. to Register .. of striking-off .. of official liquidator .. of company struck-off .. 81 PART 1082 FEES AND to be prescribed .. of fees .. of fees .. action pending payment .. BUSINESS companies ActLaws of Saint LuciaRevision Date: 31 Dec 2001 PART 1183 INCOME TAX AND OTHER TAXES, DUTIES AND EXCHANGE CONTROL tax and other for dividends and and records.

5 From exchange concessions .. 85 PART of Registrar .. of certificate .. of good standing .. memorandum and registration of registers .. of mortgages and charges .. by Court .. in .. 89 Laws of Saint LuciaInternational BUSINESS companies Date: 31 Dec 2001 CHAPTER BUSINESS companies ACT(Act 40 of 1999)AN ACT to make provision for the incorporation, regulation and operation of INTERNATIONAL BUSINESS companies and related [26 January 2000]PART 1 SHORT TITLE AND TITLEThis Act may be cited as the INTERNATIONAL BUSINESS companies (1)In this Act agent means agent of an INTERNATIONAL BUSINESS company; articles unless the context otherwise requires means the articles of association of a company incorporated under this Act; articles of merger means the articles of merger executed under section 77(5).

6 Authorised capital of a company means the sum expressed in dollars of the aggregate par value of all outstanding shares with par value which the company is authorised by its memorandum or articles to issue, plus the amount if any, stated in its memorandum or articles as authorised capital to be represented by shares without par value which the company is authorised by its memorandum or articles to issue; capital of a company means the sum expressed in dollars of the aggregate par value of all outstanding shares with par BUSINESS companies ActLaws of Saint LuciaRevision Date: 31 Dec 2001value of the company and shares with par value held by the company as treasury shares plus (a)the aggregate of the amounts designated as capital of all outstanding shares without par value of the company, and shares without par value held by the company as treasury shares; and(b)the amounts as are transferred from surplus to capital by a resolution of the directors; certified translation means a translation into English language by a person approved to do so by the Minister responsible for foreign affairs.

7 Certificate of continuation means a certificate of continuation issued under Part 8; company means a body corporate however and wherever incorporated; continued unless the context requires otherwise, means, continued within the context of Part 8; Court means the High Court; director means director of an INTERNATIONAL BUSINESS company; Financial Centre Corporation means the company registered under the companies Act as company number 126 of 1999; INTERNATIONAL BUSINESS company means a company incorporated under this Act; INTERNATIONAL Financial and World Investment Centre Limited or "IFWIC means the company incorporated under the companies Act as company number 195 of 1999; liquidator means liquidator of an INTERNATIONAL BUSINESS company appointed under section 92; member means a person who holds shares in an INTERNATIONAL BUSINESS company; memorandum means the memorandum of association of an INTERNATIONAL BUSINESS company;Laws of Saint LuciaInternational BUSINESS companies Date: 31 Dec 2001 Minister means the Minister responsible for INTERNATIONAL financial services; officer means officer of an INTERNATIONAL BUSINESS company; official liquidator means the official liquidator of a company appointed under section 102.

8 Person includes a natural person, a company, a trust, the estate of a deceased person, a partnership, a limited liability or duration company, or an unincorporated association of persons; prescribed unless the context otherwise requires means prescribed in regulations made under section 124; property includes money, movable or immovable property, corporeal or incorporeal property, real or personal property, and an interest in property; resident means a person who ordinarily resides within Saint Lucia or carries on BUSINESS from an office or other fixed place of BUSINESS within Saint Lucia but does not mean a company incorporated under this Act; Register means the Register of INTERNATIONAL BUSINESS companies maintained by the Registrar in accordance with section 5(2); registered agent means a person licensed to carry on the BUSINESS of INTERNATIONAL financial services representation under the Registered Agent and Trustee Licensing Act; registered office means registered office of an INTERNATIONAL BUSINESS company referred to in section 38; Registrar means the Registrar of INTERNATIONAL BUSINESS companies employed under section 114; securities means shares, debt obligations, or options, warrants or rights to acquire shares or debt obligations.

9 Share certificate means certificate used in respect of the shares of an INTERNATIONAL BUSINESS company; surplus in relation to a company, means the excess, if any, at the time of the determination, of the total assets of the company over the sum of its total liabilities, as shown in the books of accounts, plus its capital; BUSINESS companies ActLaws of Saint LuciaRevision Date: 31 Dec 2001 treasury shares means shares of a company that were previously issued but were repurchased, redeemed or otherwise acquired by the company and not cancelled.(2)A reference to money in this Act is a reference to the currency of the United States of America;(3)A company that is incorporated under the companies Act or under the laws of a jurisdiction outside Saint Lucia shall be a company incorporated under this Act if it is continued as a company incorporated under this Act in accordance with Part 8and references in this Act to a "company incorporated under this Act" shall be construed accordingly.

10 (4)References in this Act to voting in relation to shares, shall be construed as a reference to voting by members holding the shares, except that it is the votes allocated to the shares that shall be counted, and not the number of members who actually voted, and a reference to shares being present at a meeting shall be given a corresponding construction.(5)Unless otherwise defined in the articles of a company incorporated under this Act, the expression "a resolution of directors" means (a)a resolution approved at a duly constituted meeting of directors or of a committee of directors of a company, by affirmative vote of a simple majority or such larger majority as may be specified in the articles, of the directors present at the meeting who voted and did not abstain.