Products
International Business Companies

The Companies Act
I Assent

[L.S.]                                                          PEARLETTELOUISY,
Governor-General.
4th January, 2000.

SAINT LUCIA
————
No. 40 of 1999

An Act to make provision for the incorporation, regulation and operation of international business companies and related matters.

[ ON PROCLAMATION ]

BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the House of Assembly and the Senate of Saint Lucia, and by the authority of the same as follows:

PART I

1. Short title and commencement.

2. Interpretation.

Short title and commencement

1.— (1) This Act may be cited as the International Business Companies Act, 1999.
(2) This Act shall come into force on a day to be prescribed by the Minister by Order published in the Gazette.

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Interpretation

2.— (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);

"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 value 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 from time to time 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;

"certificate of continuation" means a certificate of continuation issued under Part VIII;

"company" means a body corporate however and wherever incorporated;

"Companies Act" means the Companies Act, 1996;

but, where a director is given more than one vote in any circumstances, the director shall in the circumstances be counted for the purpose of establishing majorities by the number of votes he or she casts.

(6) Unless otherwise defined in the articles of a company incorporated under the Act, the expression "a resolution of members" means —

(a) a resolution approved at a duly constituted meeting of the members of a company by the affirmative vote of —

(i) a simple majority, or such larger majority as may be specified in the articles, of the votes of the shares that were present at the meeting and entitled to vote thereon, and were voted and did not abstain; or

(ii) a simple majority, or such larger majority as may be specified in the articles of the votes of each class, or series of shares, which were present at the meeting, and entitled to vote thereon, as a class or series and were voted and not abstained and of a simple majority, or such larger majority as may be specified in the articles, of the votes of the remaining shares entitled to vote thereon that were present at the meeting and were voted and not abstained; or

(b) a resolution consented to in writing by -—

(i) an absolute majority, or such larger majority as may be specified in the articles, of the votes of shares entitled to vote thereon, or

(ii) an absolute majority, or such larger majority as may be specified in the articles, of the votes or series of shares entitled to vote thereon as a class or series and of an absolute majority, or such larger majority as may be specified in the articles, of the votes of the remaining shares entitled to vote thereon.

(7) A reference in this Act to international mutual fund business is a reference to international mutual fund business as defined in the International Mutual Funds Act, 1999.

(8) A reference in this Act to international insurance business is a reference to the international insurance business as defined in the International Insurance Act, 1999.

(9) A reference in this Act to international banking business is a reference to the international banking business as defined in the International Banking Business Act, 1999.

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