International Business Companies (Amendment and Consolidation) Act, 2007 (Act No. 34 of 2007, as amended by Act No. 48 of 2007), Saint Vincent and the Grenadines, WIPO Lex

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English International Business Companies (Amendment and Consolidation) Act, 2007 (Act No. 34 of 2007, as amended by Act No. 48 of 2007)

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International Business Companies (Amendment and Consolidation) Act, 2007 (Act No. 34 of 2007)

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International Business Companies (Amendment and Consolidation) Act –

Subsidiary Legislation

CHAPTER 149

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

• Act • Subsidiary Legislation •

ACT

Act No. 34 of 2007

Amended by

Act No. 48 of 2007

ARRANGEMENT OF SECTIONS

PART I

Preliminary

1. Short title and commencement.

2. Interpretation.

PART II

Incorporation, Capacity and Powers

DIVISION 1

Incorporation

3. Types of companies.

4. Incorporation.

5. Certificate of incorporation.

6. Registration of company as limited duration company.

7. Requirements of international business company.

8. Required part of company name.

9. Restrictions on company name.

10. Change of company name.

11. Reservation of company name.

12. Continuation of company name.

13. Use of names of dissolved companies.

DIVISION 2

Articles of Incorporation and By-laws

14. Articles of incorporation.

15. Relationship between members and company.

16. Amendment of articles.

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17. By-laws.

18. Effect of articles and by-laws.

DIVISION 3

Capacity and Powers

19. Separate legal personality.

20. Capacity and powers.

21. Validity of acts.

22. Personal liability.

23. Dealings between company and other persons.

24. Constructive notice.

PART III

Shares

DIVISION 1

General

25. Legal nature of shares.

26. Types of shares.

27. Fractional shares.

28. Par value and no par value shares.

29. Bearer shares.

30. Immobilisation of bearer shares.

31. Authorised capital.

32. Capital and surplus accounts.

33. Dividend of shares.

34. Division and combination of shares.

35. Share certificates.

36. Shares put into trust.

DIVISION 2

Issue of Shares

37. Issue of shares and other securities.

38. Consideration for shares.

DIVISION 3

Transfer of Shares

39. Transferability of shares.

40. Transfer of shares by operation of law.

41. Transfer of registered shares.

42. Transfer of beneficial interest in bearer shares.

DIVISION 4

Distributions, Mortgages and Seizure

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43. Company may acquire its own shares.

44. Treasury shares disabled.

45. Increase or reduction of capital.

46. Dividends.

47. Consequences of unlawful distribution.

48. Appreciation of assets.

49. Mortgages and charges of shares.

50. Optional registration of charges.

51. Seizure.

PART IV

Members

52. Meaning of “shareholder”, “guarantee member” and “unlimited” member.

53. Company to have one or more members.

54. Registers of members.

55. Rectification of registers of members.

56. Liability members.

57. Members’ resolution.

58. Meetings of members.

59. Notice of meetings of members.

60. Quorum for meetings of members.

61. Consent of members.

62. Voting by shareholding members.

63. Voting trusts.

64. Court may call meeting of members.

65. Proceedings at meetings of members.

66. Service of notice on members.

PART V

Company Administration

DIVISION 1

Registered Office and Registered Agent

67. Registered office.

68. Registered agent.

69. Registered agent ceasing to act for company.

DIVISION 2

Company Records

70. Corporate documents to be kept at office of registered agent.

71. Other corporate records to be maintained by company.

72. Financial records.

73. Form of records.

74. Inspection of records.

75. Service of process, etc., on company.

76. Common seal.

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DIVISION 3

General Provisions

77. Contracts generally.

78. Contracts before incorporation.

79. Contracts for payment or transfer.

80. Notes and bills of exchange.

81. Power of attorney.

82. Authentication or attestation.

83. Company without members.

PART VI

Directors

DIVISION 1

Management by Directors

84. Management by directors.

85. Committees of directors.

DIVISION 2

Appointment, Removal and Resignation of Directors

86. Persons disqualified for appointment as director.

87. Consent to act as director.

88. Appointment of directors.

89. Number of directors.

90. Removal of directors.

91. Resignation of director.

92. Liability of former directors.

93. Validity of acts of director.

94. Register of directors.

95. Emoluments of directors.

DIVISION 3

Duties of Directors and Conflicts

96. Duties of directors.

97. Powers of directors.

98. Powers to be exercised for proper purpose.

99. Standard of care.

100. Reliance on records and reports.

101. Conflicts of interest.

DIVISION 4

Proceedings of Directors and Miscellaneous Provisions

102. Organisational meeting.

103. Meetings of directors.

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104. Notice of meeting of directors.

105. Quorum for meetings of directors.

106. Consent of director.

107. Alternates for directors.

108. Officers and agents.

109. Indemnification.

110. Insurance.

PART VII

Segregated Cell Companies

DIVISION 1

Approval and Registration

111. Interpretation for this Part.

112. Incorporation or registration as segregated cell company.

113. Application for approval of Authority.

114. Authority may approve application.

DIVISION 2

Attributes and Requirements of Segregated Cell Companies

115. Segregated cells.

116. Segregated cell shares.

117. General shares.

118. Segregated cell distributions and dividends.

119. Company to act on behalf of segregated cells.

120. Assets.

121. Creditors of a segregated cell company.

122. Segregation of assets.

123. Segregation of liabilities.

124. General liabilities and assets.

125. Financial statements.

126. Transfer of segregated cell assets from segregated cell company.

DIVISION 3

Liquidation, Cell Liquidation Orders and Administration

127. Meaning of “liquidator”.

128. Liquidation of segregated cell company.

129. Cell liquidation orders.

130. Application for cell liquidation order.

131. Conduct of cell liquidation.

132. Distribution of segregated cell assets.

133. Discharge and variation of cell liquidation orders.

134. Remuneration of cell liquidator.

135. Administration of segregated cell under the Companies Act.

DIVISION 4

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General Provisions

136. Regulations.

PART VIII

Registration of Charges

137. Interpretation.

138. Creation of charges by an international business company.

139. International business company to keep register of charges.

140. Application of registration provisions.

141. Registration of charges.

142. Variation of registered charge.

143. Charge ceasing to affect company’s property.

144. Priority of charges.

145. Exceptions to section 144.

146. Inspection of register of charges.

PART IX

Merger, Consolidation, Sale of Assets, Forced Redemption's, Arrangements and

Dissenters

147. Interpretation.

148. Merger and consolidation.

149. Merger with subsidiary.

150. Effect of merger or consolidation.

151. Merger or consolidation with foreign company.

152. Disposition of assets.

153. Redemption of minority shares.

154. Arrangements and compromise.

155. Rights of dissenters.

PART X

Continuation

156. Continuation.

157. Provisional registration.

158. Certificate of continuation.

159. Effect of continuation.

160. Continuation under foreign law.

161. International business company may continue under the Companies Act.

PART XI

Winding-Up, Dissolution and Striking-Off

DIVISION 1

Winding-Up and Dissolution

162. Compulsory winding-up and dissolution.

163. Voluntary winding-up and dissolution.

164. Powers of directors in winding-up and dissolution.

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165. Appointment and duties of liquidator.

166. Powers of liquidator.

167. Procedure on winding-up and dissolution.

168. Rescission of winding-up and dissolution.

169. International business company unable to pay its claims.

170. Liquidation and dissolution by the Court.

171. Receivers and managers.

DIVISION 2

Striking-Off

172. Striking-off.

173. Appeal.

174. Restoration of name to register.

175. Effect of striking-off.

176. Appointment of official liquidator.

177. Duties of official liquidator.

DIVISION 3

Property of Dissolved Company

178. Property vested in Authority.

179. Disclaimer of property by Authority..

PART XII

Exemptions from Taxes and Duties

180. Exemptions from taxes, duties and registration charges on documents.

181. Exemption for dividends and distributions.

PART XIII

Administration and Miscellaneous

182. Registrar of international business companies.

183. Registers.

184. Optional registration of registers of members and directors.

185. Inspection of Registers.

186. Approval of certificates and other documents by the Registrar.

187. Certificate of good standing.

188. Reports.

189. Punishment of offences.

190. Administrative fines.

191. Order to comply.

192. Recovery of penalties.

193. Company struck off register liable for fees and penalties.

194. Fees and penalties to be paid into the Consolidated Fund.

195. Fees payable to Registrar.

196. Confidentiality.

197. Declaration by Court/Judge in Chambers.

198. Regulations.

199. Limitation.

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200. Transitional.

Schedule Offences and Penalties

CHAPTER 149

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

An Act to amend and consolidate all provisions relating to the International

Business Companies Act, 1996.

Be it enacted by the Queen’s Most Excellent Majesty, by and with the advice and

consent of the House of Assembly of Saint Vincent and the Grenadines and by the

authority of the same, as follows.

[Act No. 34 of 2007 amended by Act No. 48 of 2007.]

[Date of commencement: 22nd February, 2008.]

PART I

Preliminary

1. Short title and commencement

(1) This Act may be cited as the International Business Companies (Amendment and

Consolidation) Act, 2007.

(2) This Act comes into operation on a day that the Governor-General may, by

Proclamation printed in the Gazette, appoint.

2. Interpretation

In this Act, unless the context otherwise requires—

“approved”, in relation to a certificate or other document, means approved by the

Registrar under section 186;

“approved custodian”, in relation to the immobilisation of bearer shares under

section 30, means a properly regulated custodian or financial institution approved in

writing by the Authority where the custodian or financial institution is required to hold

bearer shares subject to a mortgage, charge or other form of security interest;

“articles” means—

(a) the original or restated articles of incorporation, articles of registration,

articles of amendment, articles of merger, articles of continuation, articles of

reorganisation, articles of consolidation and articles of dissolution;

(b) any statute, letters patent, memorandum of association, certificate of

incorporation, or other corporate instrument evidencing the existence of a

body corporate continued as an international business company under this

Act;

“authorised capital” of an international business company means the sum of the

aggregate par value of all shares with par value that the company is authorised by its

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articles to issue plus the amount, if any, stated in its articles as authorised capital to be

represented by shares without par value that the company is authorised by its articles

to issue;

“Authority” means the International Financial Services Authority established

under the Saint Vincent and the Grenadines International Finance Authority Act;

[Chapter 108.]

“banking business” has the meaning ascribed to it in the Banking Act;

[Chapter 87.]

“capital” of an international business company means the sum 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;

“Companies Act” means the Companies Act, 1994;

[Chapter 143.]

“continued” means continued under Part X;

“Court” means the High Court of Saint Vincent and the Grenadines or a judge

thereof;

“determination of solvency” means a determination of the directors made under

section 43(2), 45(5) or 46(3);

“dollar” or “$” means a dollar in the currency of the United States of America;

“Gazette” means the Saint Vincent and the Grenadines Gazette published by

authority of the Government of Saint Vincent and the Grenadines and includes any

supplement thereto;

“guarantee member” has the meaning specified in section 52;

“incorporator”, in relation to an international business company, means a person

who signs the articles of incorporation of the company;

“international business company” means a company that is incorporated or

continued under this Act;

“Judge” means a Judge of the Court;

“member”, in relation to an international business company, means a person who,

as set out in section 52, is—

(a) a shareholder;

(b) a guarantee member; or

“Minister” means the minister responsible for finance;

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“person” includes a natural person, a company, a trust, the estate of a deceased

individual, a partnership, a limited liability company, a limited duration company, a

company limited by guarantee or an unincorporated association of persons;

“prescribed” means prescribed by Regulations made by the Minister under

sections 136 and 198;

“Register” means the Register of International Business Companies maintained by

the Registrar in accordance with section 5(3);

“registered agent” means a person licensed to carry on the business of

International Representation under the Registered Agent and Trustee Licensing Act;

[Chapter 105.]

“registers of members” means the registers required to be kept by a registered

agent or the company in accordance with section 54;

“Registrar” means the Registrar of International Business Companies, appointed

by the Authority under section 182 of this Act;

“relevant licence” means a licence issued under the Registered Agent and Trustee

Licensing Act;

[Chapter 105.]

“resident” means, for the purposes of this Act—

(a) a natural person who is ordinarily resident and subject to income tax in the

State under general principles of State income taxation;

(b) a trust, company, partnership, limited partnership or other body,

incorporated, established, formed or organised under the laws of the State,

the majority of shares or other ownership of which is legally or beneficially

owned, directly or indirectly, by persons who are resident under the

provisions of paragraph (a) or (c) hereof;

who or which is a resident of, or ordinarily resident or domiciled in, the State

under general principles of State income taxation,

but does not include—

(d) an international trust registered under the International Trusts Act;

(e) an international business company incorporated or continued under this Act;

(f) an international insurance company licensed under the International

Insurance (Amendment and Consolidation) Act;

(g) a mutual fund licensed under the Mutual Funds (Amendment) Act; or

(h) an international bank licensed under the International Banks Act,

so long as and to the extent that the registration, incorporation, continuation or

compliance, as the case may be, continues under the provisions of the applicable Act;

[Chapter 99, Chapter 154, Chapter 307, Chapter 491.]

“resolution of directors” means, unless otherwise defined in the articles or by-

laws of an international business company—

(a) a resolution approved at a duly constituted meeting of directors or of a

committee of directors of the company, by affirmative vote of a simple

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majority, or such larger majority as may be specified in the articles or by-laws,

of the directors present at the meeting who voted and did not abstain; or

(b) a resolution consented to in writing by an absolute majority, or such larger

majority as may be specified in the articles or by-laws, of all the directors or

of all the members of the committee, as the case may be,

but, where a director is given more than one vote in any circumstances, he shall in the

circumstances be counted for the purposes of establishing majorities by the number of

votes he casts;

“resolution of members” means, unless otherwise defined in the articles or by-

laws of an international business company—

(a) a resolution approved at a duly constituted meeting of the members of the

company by the affirmative vote of—

(i) a simple majority, or such larger majority as may be specified in the

articles or by-laws, of the votes of the members 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 or by-laws, of the votes of each class or series of shares that

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 or by-laws, 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 or by-laws, of the votes of the members entitled to vote

thereon, or

(ii) an absolute majority, or such larger majority as may be specified in

the articles or by-laws, of the votes of each class 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 or by-laws,

of the votes of the remaining shares entitled to vote thereon;

“securities” includes shares, indicia of equity ownership of a company of every

kind, debt, obligations of every kind, and options, warrants and rights to acquire

shares or debt obligations;

“shareholder” has the meaning specified in section 52;

“State” means the State of Saint Vincent and the Grenadines;

“surplus”, in relation to an international business 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 account, plus its capital;

“treasury shares” means shares of an international business company that were

previously issued but were repurchased, redeemed or otherwise acquired by the

company and not cancelled;

“voting” means, in relation to shares, 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

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members who actually voted, and a reference to shares being present at a meeting

shall be given a corresponding meaning;

“writing”, in relation to a resolution of members or a resolution of directors,

unless otherwise defined in the articles or by-laws of an international business

company, includes writing by telex, telegram, facsimile, cable, electronic mail or other

written electronic communication; and in relation to a resolution consented to in

writing, no notice is required.

PART II

Incorporation, Capacity and Powers

DIVISION 1

Incorporation

3. Types of companies

An international business company may be incorporated or continued under this Act

as—

(a) a company limited by shares;

(b) a company limited by guarantee that is authorised to issue shares;

(d) an unlimited company that is not authorised to issue shares; or

(e) an unlimited company that is authorised to issue shares.

4. Incorporation

(1) Subject to this Act, one or more persons may incorporate an international business

company by signing and filing articles of incorporation with the Registrar.

(2) No individual who—

(a) is less than eighteen years of age;

(b) is of unsound mind and has been so found by a tribunal of competent

jurisdiction in the State or elsewhere; or

may incorporate or join in the incorporation of an international business company.

5. Certificate of incorporation

(1) If he is satisfied that the requirements of this Act in respect of incorporation have

been complied with, the Registrar shall, upon receipt of articles of incorporation, issue a

certificate of incorporation bearing a unique registration number to the international

business company, and the certificate is conclusive proof of the incorporation of the

international business company named in the certificate.

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(2) A certificate of incorporation of an international business company issued by the

Registrar under this Act is prima facie evidence of compliance with all requirements of

this Act in respect of incorporation.

(3) The Registrar shall keep a register to be known as the Register of International

Business Companies that shall contain information as he thinks fit.

6. Registration of company as limited duration company

Notwithstanding section 19(2), a company may be incorporated or continued under

this Act with a finite duration of a period not in excess of thirty years and shall be

referred to as a limited duration company.

7. Requirements of international business company

(1) For purposes of this Act an international business company is a company that does

not—

(a) in the ordinary course of business, make its goods or services available to

persons resident;

(b) without first obtaining any licence required under the Aliens (Land-Holding

Regulation) Act, own an interest in real property situate in the State, other

than a lease referred to in subsection (2)(e) or (i);

unless such a licence has been granted.

[Chapter 316.]

(2) Notwithstanding any other provision contained in this Act or any other enactment,

an international business company shall not be treated as making its goods or services

available to persons resident by reason only of the fact that—

(a) it makes or maintains deposits with, or borrows money from, a bank that has

a licence to carry on banking business granted under the Banking Act or a

bank that has an international banking licence granted under the

International Banks Act;

(b) it makes or maintains professional contact with or acquires the services of

utility companies, solicitors, barristers, accountants, bookkeepers, trust

companies, administration companies, investment advisers, registered agents

or other similar persons carrying on business within the State;

(d) it holds within the State meetings of its directors or of its members;

(e) it owns or leases property for use as an office from which to communicate

with members or where books and records of the company are prepared or

maintained;

(f) it holds shares, debt obligations or other securities in another international

business company or in a company incorporated under the Companies Act;

(g) shares, debt obligations or other securities in the international business

company are owned by any person resident or by an international business

company or company incorporated under the Companies Act;

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(h) it owns a vessel or vessels registered in the State in accordance with the

Shipping Act or International Companies (Regulation of Ships) Rules, 1978;

(i) it employs residents or leases or purchases property (other than real

property) in the State in connection with its operations; or

(j) a ship or vessel owned by an international business company does business

with a resident in the course of its operations.

[Chapter 87, Chapter 99, Chapter 143, Chapter 363.]

(3) An international business company that contravenes subsection (1) commits an

offence and is liable as specified in the Schedule.

8. Required part of company name

(1) Subject to subsections (3), (4), (5), (6), (7) and (8), the name of a limited company

shall end with—

(a) “Limited” or the abbreviation “Ltd”;

(b) “Corporation” or the abbreviation “Corp”;

(d) “Sendirian Berhad” or the abbreviation “Sdn Bhd”;

(e) “Société a Responsabilité Limitée” or the abreviation “SARL”;

(f) “Société Anonyme” or the abbreviation “S. A.”;

(g) “Sociedad Anonima” or the abbreviation “S. A.”;

(h) “Besloten Vennootschap” or the abbreviation “B.V.”;

(i) “ Gesellschaft mit beschrãnkter Haftung” or the abbreviation “GmbH”; or

(j) “Naamloze Vennootschap” or the abbreviation “N.V.”;

(k) “Société par Actions” or the abbreviation “S.p.A.”.

(2) The name of an unlimited company shall end with the word “Unlimited” or the

abbreviation “Unltd”.

(3) The name of a limited duration company shall end with one of the following

phrases—

(a) “Limited Duration Company”;

(b) “LDC”;

(d) “(LDC) Ltd”.

(4) The name of a segregated cell company shall end with one of the following

phrases—

(a) “Segregated Cell Company Limited”;

(b) “Segregated Cell Company Ltd”;

(d) “SCC Ltd”; or

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(e) in the case of a segregated cell company that is a limited duration company,

one of the phrases specified in paragraphs (a) to (d) with “(LDC)” inserted

immediately before that phrase or immediately before “Limited” or “Ltd”.

(5) Where the abbreviation “Ltd”, “Corp” or “Inc” is used, a full stop may be inserted

at the end of the abbreviation.

(6) A company may use, and be legally designated by, either the full or the

abbreviated form of any word or words required as part of its name under this section.

(7) A company may represent its name by using characters other than Roman

characters provided that its name in Roman characters is displayed along with its non-

Roman name.

(8) Notwithstanding subsection (1), one or more words, or an abbreviation thereof,

approved by the Registrar that, in his opinion, denotes the existence of a body corporate

with limited or (in the case of an unlimited company) unlimited liability may be used in

place of the word or words or abbreviations set out in subsection (1).

9. Restrictions on company name

(1) The name of an international business company—

(a) shall not be the same as, or similar to, the name or business name of any

other person or of any association, partnership or firm registered or

incorporated under this Act or the Companies Act, if the use of that name

would be likely to confuse or mislead, unless the person, association,

partnership or firm consents in writing to the use of that name in whole or in

part, and—

(i) if required by the Registrar in the case of any person, undertakes to

dissolve or change his or its name to a dissimilar name within six

months after the filing of the articles by which the name is acquired, or

(ii) if required by the Registrar in the case of an association, partnership

or firm, undertakes to cease to carry on its business or activities, or

undertakes to change its name to a dissimilar name, within six months

after the filing of the articles by which the name is acquired;

(b) shall not be identical to that under which a company in existence is already

incorporated under this Act or registered under the Companies Act or so

nearly resembles the name as to be calculated to deceive, except where the

company in existence gives its written consent;

(i) the patronage of Her Majesty or that of a member of the Royal Family,

(ii) a connection with Her Majesty’s Government or a department thereof,

(iii) a connection with a municipality or other local authority or with a

society or body incorporated by Royal Charter,

except with the written approval of the Governor-General;

(d) shall not suggest or imply a connection with a political party or a leader of a

political party;

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(e) shall not be indecent, offensive, or, in the opinion of the Registrar,

objectionable;

(f) shall not suggest or imply a connection with a university or a professional

association unless the university or professional association concerned

consents in writing to the use of the proposed name; and

(g) shall not be a name that is prohibited by the Regulations.

[Chapter 143.]

(2) The Registrar may prohibit an international business company from using a name

that is similar to that of an existing company operating in any part of the world.

10. Change of company name

(1) An international business company may amend its articles to change its name.

(2) If an international business company is incorporated under a name that—

(a) is identical or similar to the name or business name of any other person or of

any association, partnership or firm registered or incorporated under this Act

or under the Companies Act; or

(b) so nearly resembles an existing name as to be likely to confuse or mislead,

the Registrar may, without the consent of the company in existence, give notice to the last

registered international business company to change its name and, if it fails to do so

within seven days from the date of the notice, the Registrar shall amend the articles of the

company to change its name to any name that the Registrar deems appropriate, and the

Registrar shall publish notice of the change in the Gazette.

[Chapter 143.]

(3) Subject to section 9 and subsection (2), where an international business company

changes its name, the Registrar must enter the new name on the Register in place of the

former name, and must issue a certificate of incorporation indicating the change of name.

(4) A change of name does not affect any rights or obligations of an international

business company, or render defective any legal proceedings by or against an

international business company, and all legal proceedings that have been commenced

against an international business company in its former name may be continued against it

under its new name.

(5) An international business company that, after the publication by the Registrar of a

notice of change of name under subsection (2), uses the name that has been changed

commits an offence and is liable as specified in the Schedule.

11. Reservation of company name

(1) Subject to section 9, the Registrar may, upon a written or electronic request made

by any person, reserve for up to thirty days a name for future adoption by an international

business company under this Act.

(2) Any name requested in accordance with subsection (1) shall be reserved free of

cost to the international business company for the first seventy-two hours immediately

after the reservation of such name.

12. Continuation of company name

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The Registrar may exempt a body corporate continued as an international business

company under this Act from the requirements of section 8(1), (2), (3), (4) and (5).

13. Use of names of dissolved companies

Notwithstanding the provisions of sections 8, 9, 10, 11 and 12, the Registrar may

permit an international business company to be incorporated or continued under, or

change its name to, a name that is identical or similar to the name of a company that has

been and remains struck off the Register under this Act, if—

(a) the company has been struck off the Register for a continuous period of

more than three years; and

(b) no application for the company to be restored to the Register under

section 174(1) has been filed and remains undetermined by the Registrar;

and

DIVISION 2

Articles of Incorporation and By-laws

14. Articles of incorporation

(1) Articles of incorporation shall be in prescribed form and shall set out, in respect of

the proposed international business company—

(a) the proposed name of the company;

(b) the address of the registered office of the company within the State, which

may be the office of the registered agent;

State;

(d) whether the company is—

(i) a company limited by shares,

(ii) a company limited by guarantee that is authorised to issue shares,

(iii) a company limited by guarantee that is not authorised to issue shares,

(iv) an unlimited company that is authorised to issue shares,

(v) an unlimited company that is not authorised to issue shares,

(vi) a segregated cell company, or

(vii) a limited duration company;

(e) in the case of a company authorised to issue shares—

(i) the currency in which shares in the company shall be issued and

whether shares may be issued in more than one currency,

(ii) the authorised capital, if any, of the company expressed in the

denominated currency, and setting forth the aggregate par value of all

shares with par value that the company is authorised to issue and the

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amount, if any, to be represented by shares without par value that the

company is authorised to issue,

(iii) a statement of the designations, powers, preferences and rights, and

the qualifications, limitations or restrictions of each class and series of

shares that the company is authorised to issue, unless the directors are

to be authorised to fix any such designations, powers, preferences,

rights, qualifications, limitations or restrictions, and in that case, an

express grant of such authority as may be desired to grant to the

directors to fix by a resolution any such designations, powers,

preference, rights, qualifications, limitations and restrictions that have

not been fixed by the articles,

(iv) a statement of the number of shares to be issued as registered shares

and, the number of shares to be issued as shares issued to bearer,

unless the directors are authorised to determine at their discretion

whether shares are to be issued as registered shares or to bearer, and in

that case an express grant of such authority as may be desired must be

given to empower the directors to issue shares as registered shares or

to bearer as they may determine by resolution of directors,

(v) whether registered shares may be exchanged for shares issued to

bearer and whether shares issued to bearer may be exchanged for

registered shares,

(vi) if shares issued to bearer are authorised to be issued, the manner in

which a required notice to members is to be given to the holders of

shares issued to bearer;

(f) where the company is to be limited by guarantee, a declaration signed by

each member that such member undertakes to contribute to the assets of the

company in the event of the company being wound up during the time that

he is a member, or within one year afterwards, for the payment of the debts

and liabilities of the company contracted before the time at which he ceases

to be a member, and of the costs, charges and expenses of the winding-up of

the company, and for the adjustment of the rights of the contributors

amongst themselves—

(i) a specified amount to be therein named, or

(ii) an unlimited amount;

(g) where the proposed company is to be an unlimited company, a declaration

that the liability of its members is unlimited;

(h) where the proposed company is a limited duration company, a statement of

the date on which its duration ends;

(i) whether the proposed company has elected to pay income tax at the specified

rate on its profits and gains;

(j) whether the proposed company has elected to register charges with the

Registrar; and

(k) any other matter relevant to the ownership, management or control of the

company.

(2) The articles may set out any provisions not expressly prohibited by this Act.

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(3) The articles must be subscribed by the registered agent named in the articles in the

presence of a natural person who is a resident and who must sign his name as a witness.

15. Relationship between members and company

(1) The articles, when registered, bind the company and its members from time to

time to the same extent as if each member had subscribed his name and affixed his seal

thereto and as if there were contained in the articles, on the part of himself, his heirs,

executors and administrators, a covenant to observe the provisions of the articles, subject

to this Act.

(2) Subject to this Act, the articles and by-laws of an international business company

are binding as—

(a) between the company and each member; and

(b) amongst members.

16. Amendment of articles

(1) Except as expressly provided in this Act or the articles of a company, a company

may not change any information contained in its articles as filed with the Registrar unless

the change is unanimously approved by the members whether by voting or by written

resolution and is contained in a duly filed and registered amendment to the company’s

articles.

(2) An international business company that resolves to amend its articles must, within

fourteen days of the date of the resolution effecting the amendment, file articles of

amendment with the Registrar.

(3) An amendment to the articles has effect from the time the amendment is registered

by the Registrar.

(4) An international business company that fails to comply with subsection (2) shall

be liable to pay an administrative fine imposed by the Registrar at the rate specified in the

Schedule for each day of default.

17. By-laws

(1) The members or, if the articles so provide, the directors, may by resolution make,

amend, or repeal any by-laws of the international business company.

(2) At any time before the organisational meeting of directors held pursuant to section

102, the incorporators may make by-laws by signing them.

18. Effect of articles and by-laws

The articles and by-laws of an international business company have no effect to the

extent that they contravene, or are inconsistent with this Act.

DIVISION 3

Capacity and Powers

19. Separate legal personality

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(1) An international business company is a legal entity in its own right separate from

its members.

(2) An international business company continues in existence until it is dissolved.

20. Capacity and powers

(1) Subject to this Act, any other enactment and the articles and by-laws of the

company, an international business company has, irrespective of corporate benefit—

(a) full capacity to carry on or undertake any business or activity, do any act or

enter into any transaction; and

(b) for the purposes of paragraph (a), full rights, powers and privileges.

(2) Without limiting subsection (1), subject to its articles and by-laws, the powers of

an international business company include the power to do the following—

(a) unless it is a company limited by guarantee and not authorised to issue

shares or an unlimited company not authorised to issue shares—

(i) issue and cancel shares and hold treasury shares,

(ii) grant options over unissued shares in the company and over treasury

shares,

(iii) issue securities that are convertible into shares, and

(iv) give financial assistance to any person in connection with the

acquisition of its own shares;

(b) issue debentures;

(d) guarantee a liability or obligation of any person and secure any of its

obligations by mortgage, pledge or other charge, of any of its assets for that

purpose; and

(e) protect the assets of the company for the benefit of the company, its creditors

and its members and, at the discretion of the directors, for any person having

a direct or indirect interest in the company.

(3) For purposes of subsection (2)(e), notwithstanding any other provision of this Act,

any other enactment or any rule of law to the contrary, the directors may cause the

international business company to transfer any of its assets in trust to one or more

trustees, to any company, association, partnership, foundation or similar entity and, with

respect to the transfer, the directors may provide that the company, its creditors, its

members or any person having a direct or indirect interest in the company, or any of

them, may be the beneficiaries, creditors, members, certificate holders, partners or

holders of any other similar interest.

(4) The rights or interests of any existing or subsequent creditor of the international

business company in any assets of the company are not affected by any transfer under

subsection (3), and those rights or interests may be pleaded against any transferee in any

such transfer.

21. Validity of acts

No act of an international business company, including any transfer of property to or

by the company, is invalid by reason only that the act or transfer is contrary to its articles.

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22. Personal liability

Subject to section 83, no director, agent or voluntary liquidator of an international

business company is liable for any debt, obligation or default of the company, unless

specifically provided in this Act or in any other enactment, and except in so far as he may

be liable for his own conduct or acts.

23. Dealings between company and other persons

(1) An international business company or a guarantor of an obligation of an

international business company may not assert against a person dealing with the company

or with a person who has acquired assets, rights or interests from the company that—

(a) this Act or the articles or by-laws of the company have not been complied

with;

(b) a person named as a director in the company’s register of directors—

(i) is not a director of the company,

(ii) has not been duly appointed as a director of the company, or

(iii) does not have authority to exercise a power which a director of a

company carrying on business of the kind carried on by the company

customarily has authority to exercise;

company—

(i) has not been duly appointed, or

(ii) does not have authority to exercise a power which a director,

employee or agent of a company carrying on business of the kind

carried on by the company customarily has authority to exercise;

(d) a person held out by the company as a director, employee or agent of the

company with authority to exercise a power which a director, employee or

agent of a company carrying on business of the kind carried on by the

company does not customarily have authority to exercise, does not have

authority to exercise that power; or

(e) a document issued on behalf of a company by a director, employee or agent

of the company with actual or usual authority to issue the document is not

valid or not genuine,

unless the person has, or ought to have, by virtue of his relationship to the company,

knowledge of the matters referred to in any of paragraphs (a) to (e).

(2) Subsection (1) applies even though a person of the kind specified in

paragraphs (b) to (e) of that subsection acts fraudulently or forges a document that

appears to have been signed on behalf of the company, unless the person dealing with the

company or with a person who has acquired assets, rights or interests from the company

has actual knowledge of the fraud or forgery.

24. Constructive notice

(1) A person is not deemed to have notice or knowledge of any document relating to a

company, including the articles and by-laws, or of the provisions or contents of any such

document, by reason only of the fact that a document—

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(a) is available to the public from the Registrar; or

(b) is available for inspection at the registered office of the company.

(2) Subsection (1) does not apply in relation to a document filed under Part VIII.

PART III

Shares

DIVISION 1

General

25. Legal nature of shares

(1) A share in an international business company is a form of personal property.

(2) Unless otherwise specified in the articles or by-laws or upon the issue of a share,

each share of an international business company has attached to it the following rights—

(a) the right to one vote at any meeting of the members of the company, other

than a meeting of the members of a class of which the holder of the share is

not a member;

(b) the right to share pari passu in dividends declared and paid by the company

under section 46;

assets of the company exceeds its liabilities.

26. Types of shares

(1) Without prejudice to the generality of section 29, and subject to its articles or by-

laws, an international business company may issue shares and other securities of any type

including—

(a) registered shares, or shares issued to bearer, or both;

(b) shares with special, conditional, limited or no voting rights;

(d) shares that entitle the holder to participation in certain assets only;

(e) shares with a par value;

(f) shares with no par value;

(g) options, warrants or rights, or instruments of a similar nature, to acquire any

securities of the company; and

(h) securities that, at the option of the holder thereof or of the company or upon

the happening of a specified event, are convertible into, or exchangeable for,

other securities in the company or any property then owned or to be owned

by the company.

(2) An international business company may issue shares in more than one currency.

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(3) Subject to its articles and by-laws, an international business company may issue

bonus shares, partly paid shares and nil paid shares.

27. Fractional shares

Subject to the articles or by-laws, an international business company may issue

fractions of a share, and unless and to the extent otherwise provided in the articles or by-

laws, a fractional share has the corresponding fractional liabilities, limitations,

preferences, privileges, qualifications, restrictions, rights and other attributes of a whole

share of the same class or series of shares.

28. Par value and no par value shares

(1) Subject to the articles and by-laws of an international business company—

(a) a share may be issued with or without a par value; and

(b) a share with a par value may be issued in any currency.

(2) The par value of a par value share may be a fraction of the smallest denomination

of the currency in which it is issued.

29. Bearer shares

(1) Unless expressly authorised to do so by its articles in accordance with section 14,

an international business company has no power to, and shall not—

(a) issue a bearer share;

(b) convert a registered share to a bearer share; or

(2) Notwithstanding any provision to the contrary in its articles or by-laws, an

international business company may, at any time, convert a bearer share to a registered

share or exchange a bearer share for a registered share.

(3) A segregated cell company has no power to, and shall not—

(a) issue a bearer share;

(b) convert a registered share to a bearer share; or

(4) An international business company that contravenes subsection (1) or a segregated

cell company that contravenes subsection (3) commits an offence and is liable as

specified in the Schedule.

(5) A company that owns an interest in real property situate in the State shall have no

power to issue bearer shares.

[Subsection (5) inserted by Act No. 48 of 2007.]

30. Immobilisation of bearer shares

(1) Any share certificate issued in respect of bearer shares shall not be distributed but

shall be retained in the safe custody of the registered agent for the international business

company which issued such certificate or in the safe custody of any other approved

custodian.

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(2) The registered agent shall, if requested to do so by the beneficial owner or the

nominee thereof of each bearer share, give thereto a certificate of immobilisation issued

in prescribed form under its hand and seal which shall contain—

(a) the information referred to in subsection (4)(a) to (e);

(b) confirmation of the terms of the custodianship;

(d) a statement that the certificate is not a negotiable instrument.

(3) A certificate of immobilisation is prima facie evidence of the beneficial ownership

of the bearer share to which it relates.

(4) Every registered agent or approved custodian shall maintain a record of each

bearer certificate issued or deposited in its custody and the record shall contain the

following information—

(a) the name of the company issuing the bearer certificate;

(b) the identification number of the bearer share certificate;

bearer share certificate;

(d) the identity of the beneficial owner of the shares contained in the bearer

share certificate, including but not restricted to the name, address, date of

birth and other details of identification as may be prescribed;

(e) where the beneficial owner of the shares contained in the bearer share

certificate is a corporation, including a trust corporation, the evidence of

identity shall be evidence of the identity of the persons who are the

beneficial owners of that corporation, except where the corporation is a

publicly traded corporation on a recognised stock exchange under the

International Insurance Regulations; and

(f) where issued, a copy of the relevant certificate of immobilisation.

(5) The registered agent shall, where custody of the bearer certificates is transferred to

another registered agent, notify the Registrar and the Authority within seven days of such

transfer and of the particulars of the new registered agent.

(6) The registered agent shall not effect a substitution of one bearer for another in

relation to the same certificate without prior notification of at least three working days

before such substitution, in writing to the Registrar and the Authority, and such

notification shall include the identification number of the certificate and the date on

which the change is to take effect.

(7) All international business companies which have issued bearer share certificates

shall, to the extent they have not done so already, within six months of the date of this

Act, provide to the registered agent of such companies information as to the beneficial

owners of the shares contained in such certificates in accordance with subsection (4)(d)

and a full and detailed account of changes if any, in the beneficial ownership of such

shares since their issuance by the company.

(8) The registered agent of each company referred to in subsection (7) shall notify the

Registrar or the Authority within thirty days of the expiration of the six month period of

those companies that have failed or refused to comply with the provisions of

subsection (7) and upon such notification, the Registrar or the Authority shall have the

power to strike such company from the register.

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(9) An international business company can be restored to the register within twelve

months of being struck from the register upon satisfying the Registrar or the Authority

that the required information has been provided to the registered agent or authorised

custodian and upon paying the prescribed fee for reinstatement to the register.

(10) A registered agent who refuses or fails to comply with the provisions of this

section other than subsection (9) commits an offence specified in the Schedule.

(11) The Authority shall have the power to revoke the licence of any registered agent

or authorised custodian that does not comply with the provisions of subsections (1) to (6).

31. Authorised capital

The authorised capital, if any, of a company incorporated under this Act may be stated

in more than one currency in which case the par value of the shares, if any, shall be

expressed in the same currencies.

32. Capital and surplus accounts

(1) Upon the issue by an international business company of a share with par value, the

consideration in respect of the share constitutes capital to the extent of the par value and

the excess constitutes surplus.

(2) Subject to any limitations in its articles or by-laws, upon the issue by an

international business company of a share without par value, the consideration in respect

of the share constitutes capital to the extent designated by the directors and the excess

constitutes surplus, except that the directors must designate as capital an amount of the

consideration that is at least equal to the amount that the share is entitled to as a

preference, if any, in the assets of the company upon its liquidation.

(3) Upon the disposition by an international business company of a treasury share, the

consideration in respect of the share is added to surplus.

33. Dividend of shares

(1) A share issued as a dividend by an international business company shall be treated

for all purposes as having been issued for money equal to the surplus that is transferred to

capital upon the issue of the share.

(2) In the case of a dividend of authorised but unissued shares with par value, an

amount equal to the aggregate par value of the shares shall be transferred from surplus to

capital at the time of the distribution.

(3) In the case of a dividend of authorised but unissued shares without par value, the

amount designated by the directors shall be transferred from surplus to capital at the time

of the distribution, except that the directors must designate as capital an amount that is at

least equal to the amount that the shares are entitled to as a preference, if any, in the

assets of the international business company upon its liquidation.

(4) A division of the issued and outstanding shares of a class or series of shares into a

larger number of shares of the same class or series having a proportionately smaller par

value does not constitute a dividend of shares.

34. Division and combination of shares

(1) An international business company may amend its articles or by-laws—

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(a) to divide the shares, including issued shares, of a class or series into a larger

number of shares of the same class or series; or

(b) to combine the shares, including issued shares, of a class or series into a

smaller number of shares of the same class or series.

(2) Where shares are divided or combined under subsection (1), the aggregate par

value of the new shares must be equal to the aggregate par value of the original shares,

unless a reduction of capital is involved.

35. Share certificates

(1) An international business company must state in its articles or by-laws whether or

not certificates in respect of its shares are required to be issued.

(2) If an international business company issues certificates in respect of its shares, the

certificates—

(a) must be signed by a director or such other person who may be so authorised

under the articles or pursuant to section 81(1); or

(b) must be under the common seal of the company, with or without the

signature of any director or officer of the company,

and the articles or by-laws may provide for the signatures or common seal to be facsimiles.

(3) Where the right to transfer any shares is restricted, a notification to that effect

shall be given on the share certificate issued in respect of those shares.

(4) A certificate issued in accordance with subsection (2) specifying a share held by a

member of the company is prima facie evidence of the title of the shareholder to the

shares specified therein.

36. Shares put into trust

(1) Notwithstanding any statutory provision or rule of law to the contrary, where

voting shares of an international business company are settled into a unit trust the proper

law of which is the law of Saint Vincent and the Grenadines or into a trust established

under the International Trust Act, 1996, the trustees of such trust shall have an overriding

duty to hold the shares but no duty to enquire into or take any active part in the

management of the company unless otherwise provided in—

(a) the articles;

(b) the by-laws; or

[Chapter 491.]

(2) The directors of a company to which subsection (1) applies shall have exclusive

right to manage the affairs of the company without any interference or intervention

whatsoever from the trustees.

(3) No civil action may be brought against any trustee referred to in subsection (1) in

respect of his failure or refusal to interfere in the management of the company, unless

fraud or dishonesty on the part of the trustee is being alleged.

(4) Nothing in this section shall affect the right of—

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(a) the trustees in seeking and obtaining from the directors of the company

financial information pertaining to the management of the company;

(b) the company in indemnifying the trustees pursuant to section 109 of this Act.

DIVISION 2

Issue of Shares

37. Issue of shares and other securities

Subject to any contrary provision in its articles or by-laws, no share in a company

incorporated under this Act may be issued until the consideration in respect of the share is

fully paid, and when issued the share is for all purposes fully paid and non-assessable.

38. Consideration for shares

(1) A share issued for a promissory note or other written obligation for payment of a

debt may be issued subject to forfeiture in the manner prescribed by the directors.

(2) Subject to any limitations or provisions to the contrary in the articles, each share

in a company incorporated under this Act shall be issued for money, services rendered,

personal property (including other shares, debt obligations or other securities in the

company), an estate in real property, a promissory note or other binding obligation to

contribute money or property, or any combination thereof.

(3) A share issued by an international business company upon conversion of, or in

exchange for, another share or a debt obligation or other security in the company, shall be

treated for all purposes as having been issued for money equal to the consideration

received or deemed to have been received by the company in respect of the other share,

debt obligation or security.

(4) Subject to its articles or by-laws, the unissued shares and treasury shares of an

international business company shall be at the disposal of the directors who may, without

limiting or affecting any rights previously conferred on the holders of any existing shares

or class or series of shares, offer, allot, grant options over or otherwise dispose of shares

to such persons, at such times and upon such terms as the directors may, by resolution,

determine.

DIVISION 3

Transfer of Shares

39. Transferability of shares

(1) Subject to any limitations or restrictions on the transfer of shares in this Act or the

articles or by-laws, a share in a company is transferable.

(2) The personal representative of a deceased shareholder may transfer a registered

share or the beneficial interest in a bearer share even though the personal representative is

not a shareholder at the time of the transfer.

40. Transfer of shares by operation of law

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Shares in a company may pass by operation of law, notwithstanding anything to the

contrary in the articles and by-laws of the company.

41. Transfer of registered shares

(1) Subject to the articles or by-laws of an international business company, a

registered share in the company may be transferred by a written instrument of transfer

signed by the transferor and containing the name and address of the transferee.

(2) In the absence of a written instrument of transfer referred to in subsection (1), the

directors may accept such evidence of a transfer of registered shares as they consider

appropriate.

(3) An international business company shall not be required to treat a transferee of a

registered share in the company as a shareholder until the transferee’s name has been

entered in the share register.

(4) Subject to its articles or by-laws, an international business company must, on the

application of the transferor or transferee of a registered share in the company, enter in its

share register the name of the transferee of the share, unless the directors resolve to refuse

or delay the registration of the transfer for reasons that shall be specified in the resolution.

(5) The directors shall not pass a resolution refusing or delaying the registration of a

transfer unless this Act or the articles or by-laws permit them to do so.

(6) Where the directors pass a resolution under subsection (4), the company shall, as

soon as practicable, send the transferor and the transferee a notice of the refusal or delay

in a form consistent with the provisions of the articles and by-laws of the company.

(7) Subject to the articles or by-laws of a company, the directors may refuse or delay

the registration of a transfer of shares if the transferor of those shares has failed to pay an

amount due in respect of those shares.

(8) A transfer of registered shares of a deceased, incompetent or bankrupt shareholder

made by his personal representative, guardian or trustee, as the case may be, or a transfer

of registered shares owned by a person as a result of a transfer from a shareholder by

operation of law, has the same validity as if the personal representative, guardian, trustee

or transferee had been the registered holder of the shares at the time of the execution of

the instrument of transfer.

(9) For the purposes of subsection (8), what amounts to incompetence on the part of a

person is a matter to be determined by the Court having regard to all the relevant

evidence and the circumstances of the case.

(10) Section 195 of the Companies Act shall apply to every company that owns an

interest in real property situate in the State save that references to the Registrar of

Companies shall mean the Registrar of international Business Companies.

[Chapter 143. Subsection (10) inserted by Act No. 48 of 2007.]

42. Transfer of beneficial interest in bearer shares

The beneficial ownership in a bearer share is transferred by the registered agent—

(a) substituting one bearer for another in accordance with section 30(6); or

(b) cancelling the certificate of immobilisation held by transferor; and

the transferee.

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DIVISION 4

Distributions, Mortgages and Seizure

43. Company may acquire its own shares

(1) Subject to its articles or by-laws, an international business company may

purchase, redeem or otherwise acquire and hold its own shares but only out of surplus or

in exchange for newly issued shares of equal value.

(2) No purchase, redemption or other acquisition permitted under subsection (1) shall

be made unless the directors determine that immediately after the purchase, redemption or

other acquisition—

(a) the company will be able to satisfy its liabilities as they become due in the

ordinary course of its business; and

(b) the realisable value of the assets of the company will not be less than the

sum of its total liabilities, other than liabilities for deferred taxes, as shown

in the books of account, and its capital,

and, in the absence of fraud, the decision of the directors as to the realisable value of the

assets of the company is conclusive, unless a question of law is involved.

(3) A determination by the directors under subsection (2) is not required where shares

are purchased, redeemed or otherwise acquired—

(a) pursuant to a right of a shareholder to have his shares redeemed or to have

his shares exchanged for money or other property of the company;

(b) by virtue of a transfer of capital under section 45(3)(b)(iii);

(d) pursuant to an order of the Court.

(4) Subject to any limitations in its by-laws or articles, shares that an international

business company purchases, redeems or otherwise acquires may be cancelled or held as

treasury shares, unless the shares are purchased, redeemed or otherwise acquired by

virtue of a reduction in capital in a manner that would be a contravention of the

requirements of section 45(4). Where such contravention would not occur the shares shall

be cancelled but they shall be available for reissue and, upon the cancellation of a share,

the amount included as capital of the company with respect to that share shall be deducted

from the capital of the company.

(5) A company incorporated under this Act may purchase, redeem or otherwise

acquire its own shares at a price lower than fair value if permitted by, and then only in

accordance with, the terms of—

(a) its articles; or

(b) a written agreement for the subscription for the shares to be purchased,

redeemed or otherwise acquired.

44. Treasury shares disabled

Where shares in an international business company—

(a) are held by the company as treasury shares; or

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(b) are held by another company of which the first company holds, directly or

indirectly, shares having more than fifty per cent of the votes in the election

of directors of the other company,

the shares of the first company are not entitled to vote or to have dividends paid thereon

and shall not be treated as outstanding for any purpose under this Act except for purposes

of determining the capital of the first company.

45. Increase or reduction of capital

(1) Subject to its articles or by-laws, an international business company may, by a

resolution of directors, amend its articles or by-laws to increase or reduce its authorised

capital, and in connection therewith, the company may—

(a) increase or reduce the number of shares that the company may issue;

(b) increase or reduce the par value of any of its shares; or

(2) An increase or decrease of the authorised capital of an international business

company has effect from the time the amendment referred to in subsection (1) is

registered by the Registrar.

(3) Subject to its articles or by-laws and subject to subsections (4) and (5), the capital

of an international business company may, by a resolution of directors, be—

(a) increased by transferring an amount of the surplus of the company to capital;

(b) reduced by—

(i) returning to shareholders any amount received by the company upon

the issue of any of its shares, the amount being surplus to the

requirements of the company,

(ii) cancelling any capital that is lost or not represented by assets having a

realisable value, or

(iii) transferring capital to surplus for the purpose of purchasing,

redeeming or otherwise acquiring shares that the directors have

resolved to purchase, redeem or otherwise acquire.

(4) No reduction of capital shall be effected that reduces the capital of the

international business company to an amount that is less than the sum of—

(a) the aggregate par value of—

(i) all outstanding shares with par value, and

(ii) all shares with par value held by the company as treasury shares; and

(b) the aggregate of the amounts designated as capital of—

(i) all outstanding shares without par value, and

(ii) all shares without par value held by the company as treasury shares

that are entitled to a preference, if any, in the assets of the company

upon liquidation of the company.

(5) No reduction of capital shall be effected under subsection (1) unless the directors

determine that immediately after the reduction—

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(a) the company will be able to satisfy its liabilities as they become due in the

ordinary course of its business; and

(b) the realisable value of the assets of the company will not be less than its total

liabilities, other than deferred taxes, as shown in the books of account, and

its remaining capital,

and, in the absence of fraud, the decision of the directors as to the realisable value of the

assets of the company is conclusive unless a question of law is involved.

46. Dividends

(1) Subject to its articles or by-laws, an international business company may, by a

resolution of its directors, declare and pay dividends in money, shares or other property.

(2) Dividends shall only be declared and paid out of surplus.

(3) No dividend shall be declared and paid unless the directors determine that

immediately after the payment of the dividend—

(a) the company will be able to satisfy its liabilities as they become due in the

ordinary course of its business; and

(b) the realisable value of the assets of the company will not be less than the

sum of its total liabilities, other than deferred taxes, as shown in the books of

account, and its capital,

and, in the absence of fraud, the decision of the directors as to the realisable value of the

assets of the company is conclusive, unless a question of law is involved.

47. Consequences of unlawful distribution

(1) For the purposes of this section, an international business company makes an

unlawful distribution if it—

(a) purchases, redeems or otherwise acquires its own shares under section 43 in

circumstances where the directors have not made the determination of

solvency required by section 43(2);

(b) reduces its capital under section 45—

(i) contrary to section 45(4), or

(ii) in circumstances where the directors have not made the determination

of solvency required by section 45(5); or

(i) contrary to section 46(2), or

(ii) in circumstances where the directors have not made the determination

of solvency required by section 46(3).

(2) An international business company that makes an unlawful distribution by way of

dividend commits an offence.

(3) Where an international business company makes an unlawful distribution, the

Court may, on the application of the company or its liquidator, make an order for

recovery against a member under subsection (4) or a compensation order against a

director under subsection (5).

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(4) Where a benefit is received by a member as a result of an unlawful distribution, an

order for the recovery of the benefit may be made against the member unless the

member—

(a) received the benefit in good faith and without knowledge of the failure of the

directors to make a determination of solvency; and

(b) has altered his position in reliance upon the validity of the unlawful dividend

distribution so that, having regard to all the circumstances, it would be

inequitable to make a recovery order for the full amount of the benefit or at

all.

(5) Where an international business company makes an unlawful distribution, a

compensation order may be made against any director who knowingly authorised,

acquiesced in or permitted the unlawful distribution, but the total sum ordered to be paid

by those directors against whom a compensation order is made shall not exceed such sum

as is necessary to restore the company to the position that it would have been in had the

unlawful distribution not been made after taking account of the value of any benefits

recovered from recipients of the dividend pursuant to an order made under subsection (4).

48. Appreciation of assets

Subject to its articles or by-laws, an international business company may, by a

resolution of directors, include in the computation of surplus for any purpose under this

Act the net unrealised appreciation of the assets of the company, and, in the absence of

fraud, the decision of the directors as to the value of the assets is conclusive, unless a

question of law is involved.

49. Mortgages and charges of shares

(1) A mortgage or charge of shares of an international business company must be in

writing signed by, or with the authority of the owner of the share to which the mortgage

or charge relates.

(2) In the case of a bearer share, a mortgage or charge thereof is not valid and

enforceable unless the certificate for the share to be mortgaged or charged is deposited

with the mortgagee or chargee or approved custodian acting on behalf thereof, but the

deposit of the certificate with the mortgagee, chargee or approved custodian shall not

constitute a transfer of the bearer share, title to which shall only pass upon due

compliance with the provisions of law governing realisation of the security by the

mortgagee or chargee.

(3) A mortgage or charge of shares of an international business company need not be

in any specific form but it must clearly indicate—

(a) the intention to create a mortgage or charge; and

(b) the amount secured by the mortgage or charge or how that amount is to be

calculated.

(4) A mortgage or charge of shares of an international business company may be

governed by the law of a jurisdiction other than Saint Vincent and the Grenadines but, if a

law other than the law of Saint Vincent and the Grenadines is specified as the governing

law—

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(a) the mortgage or charge must be in compliance with the requirements of its

governing law in order for the mortgage or charge to be valid and binding on

the company; and

(b) the remedies available to a mortgagee or chargee shall be governed by the

governing law and the instrument creating the mortgage or charge save that

the rights between the mortgagor or mortgagee as a member of the company

and the company shall continue to be governed by the articles and by-laws of

the company and this Act.

(5) If no law is specified to govern a mortgage or charge of shares of an international

business company, the instrument creating the mortgage or charge shall be governed by

the law of Saint Vincent and the Grenadines and, in the case of a default by the mortgagor

or chargor on the terms of the mortgage, the mortgagee or chargee is entitled to the

following remedies—

(a) subject to any limitations or provisions to the contrary in the instrument

creating the mortgage or charge, the right to sell the shares; and

(b) the right to appoint a receiver who, subject to any limitations or provisions to

the contrary in the instrument creating the mortgage or charge, may—

(i) vote the shares,

(ii) receive dividends and other distribution payments in respect of the

shares, and

(iii) exercise other rights and powers of the mortgagor or chargor in

respect of the shares, until such time as the mortgage or charge is

discharged.

(6) Subsection (5) also applies to a mortgage or charge of shares of an international

business company where the law of Saint Vincent and the Grenadines is specified as the

governing law.

(7) Subject to any provisions to the contrary in the instrument of mortgage or charge

of shares of an international business company, all amounts that accrue from the

enforcement of the mortgage or charge shall be applied in the following manner—

(a) firstly, in meeting the costs incurred in enforcing the mortgage or charge;

(b) secondly, in discharging the sums secured by the mortgage or charge; and

(8) Where the governing law of a mortgage or charge of shares in an international

business company is the law of St Vincent and the Grenadines, the remedies referred to in

subsection (5) are not exercisable until—

(a) a default has occurred and has continued for a period of not less than thirty

days, or such shorter period as may be specified in the instrument creating

the mortgage or charge; and

(b) the default has not been rectified within fourteen days from service of the

notice specifying the default and requiring rectification thereof.

(9) In the case of a mortgage or charge of registered shares, there may be entered in

the share register of the company—

(a) a statement that the shares are mortgaged or charged;

(b) the name of the mortgagee or chargee; and

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50. Optional registration of charges

A company incorporated under this Act may submit to the Registrar for registration—

(a) any document or copy of a document creating or amending a mortgage,

charge or other encumbrances over some or all of its assets; and

(b) any document releasing or discharging a mortgage, charge or other

encumbrance over any or all of its assets, and the Registrar must retain and

51. Seizure

(1) Unless the by-laws provide otherwise, where a governmental authority, whether it

is legally constituted or not, in any jurisdiction outside the State—

(a) by or in connection with a nationalisation, expropriation, confiscation,

coercion, force, duress or similar action; or

(b) by or in connection with the imposition of any confiscatory tax, assessment

or other governmental charge,

takes or seizes any shares or other interest in an international business company, the

company itself or a member, whether or not holding shares or any other interest in the

company, including an interest as a creditor, may apply to the Court for an order that the

company disregard the taking or seizure and continue to treat the person who would have

held the shares or any other interest in the company but for the taking or seizure of the

shares or other interest as continuing to hold the shares or other interest.

(2) Without affecting subsection (1), where a person whose shares or other interests

have been taken or seized as referred to in subsection (1) is other than a natural person,

the person making the application under subsection (1), or the company itself, may apply

to the Court for an additional order for the company to treat the persons believed by the

company to have held the direct or indirect beneficial interests in the shares or other

interests in the company as the holder of those shares or other interests.

(3) The Court may, upon application made to it under subsection (1) or (2)—

(a) grant such relief as it considers equitable and proper; and

(b) order that any shares or other interests in the company vest in such trustees

as the Court may appoint upon such trusts and for such purposes as the Court

determines.

PART IV

Members

52. Meaning of “shareholder”, “guarantee member” and “unlimited” member

In this Act—

“guarantee member”, in relation to a company, means a person—

(a) whose name is entered in the register of guarantee members;

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(b) who holds no shares in the company;

14(1)(f); and

(d) who may not participate in the income, profits, gains or assets of the

company or receive any distribution or payment from the company other

than on an ex gratia basis at the sole discretion of the directors or on the

basis of a contract existing between him and the company;

“shareholder”, in relation to a company, means a person whose name is entered in

the register of shareholders as the holder of one or more shares, or fractional shares, in

the company;

“unlimited member”, in relation to a company, means a person whose name is

entered in the register of unlimited members as a member who has unlimited liability

for the liabilities of the company.

53. Company to have one or more members

(1) Except during the period between its incorporation and the appointment of its first

directors pursuant to section 88, a company shall at all times have one or more members.

(2) In the case of a company limited by guarantee, whether or not authorised to issue

shares, at least one of the members of the company shall be a guarantee member.

(3) In the case of an unlimited company, whether or not authorised to issue shares, at

least one of the members of the company shall be an unlimited member; and where the

company is authorised to issue shares an unlimited member may also be a shareholder.

54. Registers of members

(1) Am international business company may maintain the following registers of

members—

(a) in the case of a company authorised to issue shares, a register of shareholder

members showing—

(i) the name and latest known address of each person who holds a

registered share in the company,

(ii) the number of each class and series of registered shares held by each

shareholder,

(iii) the date on which the name of each person was entered on the register

as a shareholder,

(iv) the date on which any person ceased to be a shareholder,

(v) in the case of shares issued to bearer, the total number of each class

and series of shares issued to bearer, and

(vi) with respect to each certificate for shares issued to bearer, the

identifying number of the certificate, the number of each class or

series of shares issued to bearer specified therein, and the date of issue

of the certificate;

(b) in the case of a company with guarantee members, a register of guarantee

members showing the names and addresses of the persons who are guarantee

members of the company;

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members showing the names and addresses of the persons who are unlimited

members,

but the company may delete from a register information relating to persons who are no

longer members or information relating to shares issued to bearer that have been

cancelled.

(2) The registers of members may be in any such form as the directors may approve

but if it is in magnetic, electronic or other data storage form, the international business

company must be able to produce legible evidence of its contents.

(3) Copies of the registers of members, commencing from the date of the registration

of the international business company, shall be kept at the registered office of the

company or at such other place as the directors may determine.

(4) The registers of members are prima facie evidence of any matters directed or

authorised by this Act to be contained in them.

55. Rectification of registers of members

(1) If—

(a) information that is required to be entered in any of the registers of members

under section 54 is omitted from it or inaccurately entered in it; or

(b) there is unreasonable delay in entering the information in any of the registers

of members,

a member of the international business company, or any interested party who is aggrieved

by the omission, inaccuracy or delay, may apply to the Court for an order that the

registers be rectified, and the Court may either grant or refuse the application, with or

without costs to be paid by the applicant, or order the rectification of the registers, and

may direct the company to pay all costs of the application and any damages the applicant

may have sustained.

(2) In any proceedings under subsection (1), the Court may determine any question

relating to the right of a person who is a party to the proceedings to have his name entered

in or omitted from the registers, whether the question arises between—

(a) two or more members or alleged members; or

(b) between members or alleged members and the company,

and generally the Court may in the proceedings determine any question that may be

necessary or expedient to be determined for the rectification of the registers.

56. Liability members

(1) The liability of a shareholder to the company, as shareholder, is limited to—

(a) any amount unpaid on a share held by the shareholder;

(b) any liability expressly provided for in the articles or by-laws of the

company; and

(2) The liability of a guarantee member to the company, as guarantee member, is

limited to—

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(a) the amount that the guarantee member is liable to contribute as specified in

the articles in accordance with section 14(1)(f); and

(b) any other liability expressly provided for in the articles or by-laws of the

company.

(3) An unlimited member has unlimited liability for the liabilities of the company.

57. Members’ resolution

(1) Unless otherwise specified in this Act or in the articles or by-laws of a company,

the exercise by the members of a company of a power which is given to them under this

Act or the articles or by-laws shall be a resolution—

(a) passed at a meeting of members held pursuant to section 58; or

(b) passed as a written resolution in accordance with section 61.

(2) A resolution is passed if approved by a majority in excess of fifty per cent or, if a

higher majority is required by the articles or by-laws, that higher majority of the votes of

the members entitled to vote and voting on the resolution.

(3) For the purposes of subsection (2), unless the articles or by-laws provide

otherwise—

(a) votes of shareholders shall be counted according to the votes attached to the

shares held by the shareholder voting;

(b) a guarantee member shall not be entitled to vote on any resolution; and

vote on any resolution on which he is entitled to vote.

58. Meetings of members

(1) Subject to the articles or by-laws, the directors of an international business

company may convene meetings of the members of the company at the times and in the

manner and places within or outside the State that the directors consider necessary or

desirable.

(2) Subject to the articles or by-laws, upon the written request of members holding

more than fifty per cent of the votes in the international business company, the directors

shall convene a meeting of members.

(3) Subject to the articles or by-laws, a member is deemed to be present at a meeting

or members if—

(a) he participates by telephone or other electronic means; and

(b) all members participating in the meeting are able to hear each other.

(4) A member may be represented at a meeting of members by a proxy who may

speak and vote on behalf of the member.

(5) Subject to the articles, the following shall apply in respect of joint ownership of

shares—

(a) if two or more persons hold shares jointly, each of them may be present in

person or by proxy at a meeting of members and may speak as a shareholder;

(b) if only one of them is present in person or by proxy, he may vote on behalf

of all of them; and

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59. Notice of meetings of members

(1) Subject to any requirement in the articles to give longer notice, the directors or

other person convening a meeting of members, shall give not less than seven days notice

of meetings of members to those persons whose names on the date the notice is given

appear as members in the registers of members referred to in section 54 and are entitled to

attend the meeting.

(2) Notwithstanding subsection (1), a meeting of members held in contravention of

the requirement to give notice is valid if members holding a majority of—

(a) the total number of shares entitled to vote on all the matters to be considered

at a meeting; or

(b) the votes of each class or series of shares where members are entitled to vote

thereon as a class or series together with an absolute majority of the

remaining votes,

have waived notice of the meeting, and for this purpose the presence of a member at

the meeting is deemed to constitute a waiver on his part.

(3) The inadvertent failure of the directors to give notice of a meeting to a member, or

the fact that a member has not received the notice, does not invalidate the meeting.

60. Quorum for meetings of members

(1) The quorum for a meeting of members for purposes of a resolution of members is

that fixed by the articles or by-laws but, where no quorum is so fixed, a meeting of

members is properly constituted for all purposes if at the commencement of the meeting

there are present in person or by proxy at least one-half of the votes of the shares of each

class or series of shares and the same proportion of the votes of the remaining shares

entitled to vote on the resolution.

(2) Where a company has only one member that member present in person or by

proxy is a quorum at meetings of the member.

61. Consent of members

(1) Subject to the articles or by-laws, an action that may be taken by members at a

meeting of members may also be taken by a resolution of members consented to in

writing by all members or by telex, telecom, cable or other written electronic

communication without the need for notice or waiver of notice.

(2) Any action to be taken by members other than as described in subsection (1) shall

require notice served upon the requisite majority of members specified in the articles or

by-laws.

62. Voting by shareholding members

(1) Except as otherwise provided in the articles or by-laws, all shares vote as one

class.

(2) The directors of an international business company may fix the date that notice is

given of a meeting as the record date for determining those shares that are entitled to vote

at the meeting.

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63. Voting trusts

(1) One or more holders of registered shares in an international business company

may by an agreement in writing transfer registered shares to any person authorised to act

as trustee for the purpose of vesting in such person, who may be designated voting trustee,

the right to vote thereon and the following provisions shall apply—

(a) a copy of the agreement shall be deposited at the registered office of the

company and shall be open to the inspection of members of the company—

(i) in the case of any beneficiary of the trust under the agreement, daily

during business hours, and

(ii) in the case of members of the company, subject to the provisions of

section 74;

(b) where certificates for registered shares have been issued for shares that are to

be transferred to a trustee pursuant to this section, new certificates shall be

issued to the voting trustee to represent the shares so transferred and the

certificates formerly representing the shares that have been transferred shall

be surrendered and cancelled;

made on the certificate that the shares represented thereby are held by the

person named therein pursuant to an agreement;

(d) there shall be noted in the register of shareholder members of the company

against the record of the shares held by the trustee, the fact that such an

agreement exists;

(e) the voting trustee may vote the shares so issued or transferred during the

period specified in the agreement;

(f) shares registered in the name of the voting trustee may be voted either in

person or by proxy and, in voting the shares, the voting trustee shall not

incur any liability as member or trustee, except in so far as he may be liable

for his own conduct or acts;

(g) where two or more persons are designated as voting trustees and the right

and method of voting any shares registered in their names at any meeting of

members or on any resolution of members are not fixed by the agreement

appointing the trustees, the right to vote shall be determined by a majority of

the trustees, or if they are equally divided as to the right and manner of

voting the shares in any particular case, the votes of the shares in such case

shall be divided equally among the trustees;

(h) at any time prior to the time of expiration of any voting trust agreement as

originally fixed or as last extended as provided in this subsection, one or

more beneficiaries of the trust under the voting trust agreement may, by

written agreement and with the written consent of the voting trustee, extend

the duration of the voting trust agreement for such additional period as stated

in the agreement; and

(i) the voting trustee shall, prior to the time of expiration of a voting trust

agreement, as originally fixed or as previously extended, as the case may be,

deposit at the registered office of the company a copy of the extension

agreement and of his consent thereto, and thereupon the duration of the

voting trust agreement shall be extended for the period fixed in the extension

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agreement, but no extension agreement shall affect the rights or obligations

of persons not parties thereto.

(2) Two or more shareholders of a company may by agreement in writing provide that

in exercising any voting rights the shares held by them shall be voted—

(a) as provided by the agreement; or

(b) as the parties may agree.

(3) No agreement made pursuant to subsection (2) shall be effective for a period of

more than ten years from the date it is made, but at any time within the two years

immediately preceding the date of the expiration of the agreement the parties may extend

its duration for an additional period, not exceeding ten years at any one time, as they may

desire.

(4) This section shall be deemed not to invalidate any voting or other agreement

among shareholders or any irrevocable proxy that is not otherwise illegal.

64. Court may call meeting of members

(1) The Court may order a meeting of members to be held and to be conducted in

such manner as the Court orders if it is of the opinion that—

(a) it is impracticable to call or conduct a meeting of the members of a company

in the manner specified in this Act or in the articles and by-laws of the

company; or

(b) it is in the interests of the members of the company that a meeting of

members is held.

(2) An application for an order under subsection (1) may be made by a member or a

director of the company.

(3) The Court may make an order under subsection (1) on such terms, including as to

costs of conducting the meeting and as to the provision of security for those costs, as it

considers appropriate.

65. Proceedings at meetings of members

The Regulations may specify provisions for proceedings of members’ meetings which

shall apply in respect of a company, except to the extent that the articles or by-laws of the

company provide otherwise.

66. Service of notice on members

Any notice, information or written statement required under this Act to be given by an

international business company to members must be served—

(a) in the manner provided in the articles or by-laws, as the case may be; or

(b) in the absence of a provision in the articles or by-laws, by personal service or

by mail addressed to each member at the address shown in the relevant

addressed to the approved custodian of such bearer shares.

PART V

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Company Administration

DIVISION 1

Registered Office and Registered Agent

67. Registered office

(1) An international business company shall at all times have a registered office in the

State, which may also be the office of its registered agent.

(2) On the registration of an international business company, its registered office is as

specified in the articles.

(3) An international business company whose directors have resolved to change the

location of its registered office shall do so by filing amended articles with the Registrar.

(4) The change of registered office takes effect upon the registration of the amended

articles by the Registrar.

68. Registered agent

(1) An international business company shall at all times have a registered agent in the

State.

(2) On the registration of an international business company, its registered agent is as

specified in the articles.

(3) An international business company whose directors have resolved to change its

registered agent shall do so by filing amended articles with the Registrar.

(4) The change of registered agent takes effect upon the registration of the amended

articles by the Registrar.

(5) (a) The registered agent of an international business company must be a person

who holds a relevant licence.

(b) Notwithstanding any statutory provision to the contrary, the registered agent of

an international business company shall be empowered to issue a certificate (“certificate

of incumbency”) specifying inter alia the names and addresses of any person acting as

director to a company incorporated under this Act.

(6) If the registered agent of an international business company ceases to hold a

relevant licence, the international business company shall, within fourteen days of

becoming aware that the person concerned has ceased to hold a relevant licence, change

its registered agent to a person who holds a relevant licence.

(7) Subject to subsection (8), a person who, not being the holder of a relevant licence,

acts as the registered agent of an international business company commits an offence and

is liable as specified in the Schedule.

(8) If a person who acts as the registered agent of an international business company

ceases to hold a relevant licence, he does not commit an offence under subsection (7) if,

upon ceasing to hold the licence, he forthwith notifies the company that he no longer

holds a relevant licence and that the company must change its registered agent in

accordance with subsection (6).

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69. Registered agent ceasing to act for company

(1) If the registered agent of an international business company desires to cease to act

as its registered agent, he must give not less than thirty days written notice of his intention

to do so in accordance with subsection (2).

(2) A notice given under subsection (1) must be sent—

(a) to a director or officer of the company at the address of the director or officer

last known to the registered agent; or

(b) if the registered agent is not aware of the identity of any director or officer of

the company, to the person from whom he last received instructions

concerning the company.

(3) The registered agent must, within seven days of resigning, notify the Registrar of

this fact, in writing.

(4) A registered agent who contravenes subsection (3) commits an offence and is

liable as specified in the Schedule.

DIVISION 2

Company Records

70. Corporate documents to be kept at office of registered agent

An international business company shall keep the following documents at the office of

its registered agent—

(a) the articles;

(b) the documents appointing the first directors of the company; and

pursuant to section 30.

71. Other corporate records to be maintained by company

A company shall keep the following records at the office of its registered agent or at

such other place or places, within or outside the State as the directors may determine—

(a) minutes of meetings and resolutions of members and of classes of members;

and

(b) minutes of meetings and resolutions of directors and committees of directors.

72. Financial records

(1) An international business company shall keep such accounts and records as the

directors consider necessary or desirable in order to reflect the true financial position of

the company and sufficient to demonstrate whether the company is likely to—

(a) be unable to pay its debts as they fall due; and

(b) make an unlawful distribution.

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(2) No person, other than a member of the company may question the relevance or

quality of the accounts or records maintained by an international business company

pursuant to subsection (1).

73. Form of records

The records required to be kept by a company under this Act shall be kept—

(a) in written form; or

(b) either wholly or partly as electronic records.

74. Inspection of records

(1) A member of an international business company may, in person or by attorney and

in furtherance of a proper purpose, request in writing, specifying the purpose, to inspect

during normal business hours the registers of members, register of directors and the

books, records, minutes and consents kept by the company and to make copies or extracts

therefrom.

(2) A member of an international business company is, upon request, entitled—

(a) to one copy of each of the documents referred to in subsection (1); and

(b) to additional copies of each document and any amendments thereto, upon the

payment of such fee as the directors may determine to be reasonably

necessary to defray the costs of preparing and furnishing them.

(3) For purposes of subsection (1), a proper purpose is a purpose reasonably related to

the member’s interest as a member.

(4) If a request under subsection (1) is submitted by an attorney for a member, the

request must be accompanied by a power of attorney authorising the attorney to act for

the member.

(5) If the company, by a resolution of directors, determines that it is not in the best

interest of the company or of any other member of the company to comply with a request

under subsection (1), the company may refuse the request.

(6) Upon refusal by the company of a request under subsection (1) or (2), the member

may, before the expiration of a period of ninety days of his receiving notice of the refusal,

apply to the Court for an order to allow the inspection requested under subsection (1) or

to require the company to comply with subsection (2), as appropriate, and the Court may

make such order as it thinks fit.

75. Service of process, etc., on company

(1) Any summons, notice, order, document, process, information or written statement

to be served on an international business company may be served—

(a) by leaving it, or by sending it by registered mail addressed to the company,

at its registered office; or

(b) by leaving it with, or by sending it by registered mail to, the registered agent

of the company.

(2) Service of any summons, notice, order, document, process, information or written

statement to be served on an international business company may be proved by showing

that the summons, notice, order, document, process, information or written statement—

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(a) was mailed in sufficient time as to admit to its being delivered in the normal

course of delivery, within the period prescribed for service; and

(b) was correctly addressed and the postage was prepaid.

76. Common seal

An international business company may adopt a common seal or stamp if the directors

so resolve.

DIVISION 3

General Provisions

77. Contracts generally

(1) Contracts may be entered into on behalf of an international business company as

follows—

(a) a contract that, if entered into between individuals, is required by law to be

in writing and under seal, may be entered into by or on behalf of the

company in writing under the common seal of the company, and may, in the

same manner, be varied or discharged;

(b) a contract that, if entered into between individuals, is required by law to be

in writing and signed by the parties, may be entered into by or on behalf of

the company in writing and signed by a person acting under the express or

implied authority of the company, and may, in the same manner, be varied or

discharged; and

into orally, and not reduced to writing, may be entered into orally by or on

behalf of the company by a person acting under the express or implied

authority of the company, and may, in the same manner, be varied or

discharged.

(2) A contract entered into in accordance with this section is valid and is binding on

the international business company and its successors and all other parties to the contract.

(3) Without affecting subsection (1)(a), a contract, agreement or other instrument

executed by or on behalf of an international business company by a director or an

authorised officer or agent of the company is not invalid by reason only of the fact that

the common seal of the company is not affixed to the contract, agreement or instrument.

(4) Notwithstanding subsection (1)(a), an instrument is validly executed by a

company as a deed or an instrument under seal if it is either—

(a) sealed with the common seal of the company and witnessed by a director of

the company or such other person who is authorised by the articles to

witness the application of the company’s seal; or

(b) it is expressed to be, or is expressed to be executed as, or otherwise makes

clear on its face that it is intended to be, a deed and it is signed by a director or

by a person acting under the express or implied authority of the company.

78. Contracts before incorporation

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(1) A person who enters into a written contract in the name of or on behalf of an

international business company before the company comes into existence is personally

bound by the contract and is entitled to the benefits of the contract, except where—

(a) the contract specifically provides otherwise; or

(b) subject to any provisions of the contract to the contrary, the company adopts

the contract under subsection (2).

(2) Within a reasonable time after an international business company comes into

existence, the company may, by any action or conduct signifying its intention to be bound

thereby, adopt a written contract entered into in its name or on its behalf before it came

into existence.

(3) When an international business company adopts a contract under subsection (2)—

(a) the company is bound by, and entitled to the benefits of, the contract as if the

company had been in existence at the date of the contract and had been a

party to it; and

(b) subject to any provisions of the contract to the contrary, the person who

acted in the name of or on behalf of the company ceases to be bound by or

entitled to the benefits of the contract.

79. Contracts for payment or transfer

(1) If any contract, agreement, deed or other instrument relating to the payment of a

claim or the delivering or transferring of property, whether real or personal, wherever

located, is entered into by an international business company and the contract, agreement,

deed or other instrument designates a payee or beneficiary to receive the payment or

property—

(a) upon the death of the person making the designation;

(b) upon the death of another person; or

deed or other instrument,

then, the payment, delivery or transfer, the rights of any payee or beneficiary, and the

ownership of any property received, are not impaired or defeated by any law or rule of

law governing the transfer of property by will, gift or intestacy.

(2) Subsection (1) applies to a contract, agreement, deed or other instrument referred

to in that subsection notwithstanding anything to the contrary in the law of any other

jurisdiction, including the law of any jurisdiction where the person making the

designation referred to in subsection (1) resides or is domiciled, and notwithstanding

that—

(a) the designation is revocable or subject to change; or

(b) the claim or property—

(i) is not yet payable or transferable, as the case may be, at the time the

designation is made, or

(ii) is subject to withdrawal, collection or assignment by the person

making the designation.

80. Notes and bills of exchange

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A promissory note or bill of exchange is deemed to have been made, accepted or

endorsed by an international business company if it is made, accepted or endorsed in the

name of the company—

(a) by or on behalf or on account of the company; or

(b) by a person acting under the express or implied authority of the company;

and if so endorsed, the person signing the endorsement is not liable thereon.

81. Power of attorney

(1) An international business company may, by an instrument in writing, whether or

not under its common seal, authorise a person, either generally or in respect of any

specified matters, as its agent to act on behalf of the company and to issue and sign share

certificates, execute contracts, agreements, deeds and other instruments on behalf of the

company.

(2) A share certificate, contract, agreement, deed or other instrument executed on

behalf of the company by an agent appointed under subsection (1), whether or not under

his seal, is binding on the company and has the same effect as if it were under the

common seal of the company.

(3) An instrument appointing an attorney under subsection (1) may be either—

(a) executed as a deed; or

(b) signed by a person acting under the express or implied authority of the

company.

82. Authentication or attestation

A document requiring authentication or attestation by an international business

company may be signed by a director, a secretary or by an authorised officer or agent of

the company, and need not be under its common seal.

83. Company without members

If at any time there is no member of a company, any person doing business in the

name of or on behalf of the company is personally liable for the payment of all debts of

the company contracted during the time and the person may be sued therefore without

joinder in the proceedings of any other person.

PART VI

Directors

DIVISION 1

Management by Directors

84. Management by directors

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(1) Subject to its articles or by-laws, the business and affairs of an international business

company shall be managed by a board of directors that consists of one or more persons who

may be individuals or companies.

(2) Where any act or thing is required to be done by an international business company

under this Act, such act or thing is to be done by the directors of that company acting on

behalf of the company.

85. Committees of directors

(1) The directors may by resolution designate one or more committees, each

consisting of one or more directors.

(2) Subject to the articles or by-laws, each committee has such powers and authority

of the directors, including the power and authority to affix the common seal of the

international business company, as are set out in the resolution of directors establishing

the committee, except that no committee has any power or authority to amend the articles

or by-laws or with respect to the matters requiring a resolution of directors under section

88 or 108.

DIVISION 2

Appointment, Removal and Resignation of Directors

86. Persons disqualified for appointment as director

(1) An individual who is disqualified under section 67 of the Companies Act from

being a director of a company incorporated or continued under that Act, may not, during

the period of his disqualification, be a director of an international business company.

[Chapter 143.]

(2) An individual who contravenes subsection (1) commits an offence and is liable as

specified in the Schedule.

87. Consent to act as director

A person shall not be appointed as the director of a company unless he has consented

by signed writing to be a director.

88. Appointment of directors

(1) The first registered agent of an international business company shall, within

twenty-eight days of the date of incorporation of the company, appoint one or more

persons as the first directors of the company.

(2) Where the articles or by-laws permit, the directors may, by resolution, appoint

directors for such term as they may determine, but unless notice of such appointment is

given to the members of the company, such appointment shall be ineffective.

(3) Each director holds office until his successor takes office or until his death,

resignation or removal, whichever is the earliest.

(4) A vacancy in the board of directors may be filled by a resolution of members or of

a majority of the remaining directors.

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89. Number of directors

(1) An international business company shall have at least one director.

(2) Subsection (1) does not apply during the period between the incorporation of the

company and the appointment of the first directors by the registered agent under

section 88(1).

(3) Subject to subsection (1), the number of directors shall be fixed by or in the

manner provided in the articles or by-laws and the articles or by-laws may be amended to

change the number of directors.

(4) If at any time a company does not have a director, any person who manages or

otherwise directs or supervises the management of the business and affairs of the

company is deemed to be a director of the company for the purposes of this Act.

90. Removal of directors

(1) Subject to the articles or by-laws of a company, a director of the company may be

removed from office by resolution of the members of the company.

(2) Subject to the articles or by-laws, a resolution under subsection (1) may only be

passed—

(a) at a meeting of the members called for the purpose of removing the director

or for purposes including the removal of the director; or

(b) by a written resolution passed by at least seventy-five per cent of the

members of the company entitled to vote.

(3) The notice of a meeting called under subsection (2)(a) shall state that the purpose

of the meeting is, or the purposes of the meeting include, the removal of a director.

(4) Where expressly permitted by the articles or by-laws of a company, a director of the

company may be removed from office by a resolution of the directors of the company.

91. Resignation of director

(1) A director of a company may resign his office by giving written notice of his

resignation to the company and the resignation has effect from the date the notice is

received by the company or from such later date as may be specified in the notice.

(2) A director of a company shall resign forthwith if he is, or becomes, disqualified to

act as a director under section 86 or under the Companies Act.

[Chapter 143.]

92. Liability of former directors

A director who vacates office remains liable under any provisions of this Act that

impose liabilities on a director in respect of any acts or omissions or decisions made

whilst he was a director.

93. Validity of acts of director

The acts of a person as a director are valid notwithstanding that—

(a) the person’s appointment as a director was defective; or

(b) the person is disqualified to act as a director under section 86.

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94. Register of directors

(1) A company shall keep a register to be known as a register of directors containing—

(a) the names and addresses of the persons who are directors of the company;

(b) the date on which each person whose name is entered in the register was

appointed as a director of the company;

the company; and

(d) such other information as may be prescribed.

(2) The register of directors may be in such form as the directors approve, but if it is

in magnetic, electronic or other data storage form, the company must be able to produce

legible evidence of its contents.

(3) The register of directors is prima facie evidence of any matters directed or

authorised by this Act to be contained therein.

95. Emoluments of directors

Subject to the articles or by-laws, the directors may by a resolution fix the emoluments

of directors in respect of services to be rendered in any capacity to an international

business company.

DIVISION 3

Duties of Directors and Conflicts

96. Duties of directors

(1) Subject to this section, a director of a company, in exercising his powers or

performing his duties, shall act honestly and in good faith and in what the director

believes to be in the best interests of the company.

(2) A director of a company that is a wholly-owned subsidiary may, when exercising

powers or performing duties as a director, if expressly permitted to do so by the articles or

by-laws of the company, act in a manner which he believes is in the best interests of that

company’s holding company even though it may not be in the best interests of the

company.

(3) A director of a company that is a subsidiary, but not a wholly-owned subsidiary,

may, when exercising powers or performing duties as a director, if expressly permitted to

do so by the articles or by-laws of the company and with the prior agreement of the

members, other than its holding company, act in a manner which he believes is in the best

interests of that company’s holding company even though it may not be in the best

interests of the company.

(4) A director of a company that is carrying out a joint venture between the members

may, when exercising powers or performing duties as a director in connection with the

carrying out of the joint venture, if expressly permitted to do so by the articles or by-laws

of the company, act in a manner which he believes is in the best interests of a member or

members, even though it may not be in the best interests of the company.

97. Powers of directors

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The directors have all the powers of management of an international business

company that are not reserved to the members under this Act or by the articles or by-laws.

98. Powers to be exercised for proper purpose

A director shall exercise his powers as a director for a proper purpose and shall not

act, or agree to the company acting, in a manner that contravenes this Act or the articles

or by-laws of the company.

99. Standard of care

(1) Every director, officer, agent and liquidator of an international business company

in performing his functions shall act honestly and in good faith with a view to the best

interests of the company and exercise the care, diligence and skill that a reasonably

prudent person would exercise in comparable circumstances.

(2) No provision in the articles or by-laws of an international business company or in

any agreement entered into by the company relieves a director, officer, agent or liquidator

of the company from the duty to act in accordance with this Act.

100. Reliance on records and reports

Every director, officer, agent and liquidator of an international business company in

performing his functions is entitled to rely upon the registers of members, the books of

accounts, records and minutes, copies of consents to resolutions, and any report made to the

company by any other director, officer, agent or liquidator or by any person selected by the

company to make the report as such are required to be kept by the company under this Act.

101. Conflicts of interest

(1) Subject to the articles or by-laws, if the requirements of subsection (2) or (3) are

satisfied, no agreement or transaction between—

(a) an international business company; and

(b) one or more of its directors or liquidators, or any person in which any

director or liquidator has a financial interest or to whom any director or

liquidator is related, including as a director or liquidator of that other person,

is void or voidable for this reason only or by reason only that the director or liquidator is

present at the meeting of directors or liquidators, or at the meeting of the committee of

directors, that approves the agreement or transaction or that the vote or consent of the

director or liquidator is counted for that purpose.

(2) An agreement or transaction referred to in subsection (1) is valid if—

(a) the material facts of the interest of each director or liquidator in the

agreement or transaction and his interest in or relationship to any other party

to the agreement or transaction are disclosed in good faith or are known by

the other directors or liquidators; and

(b) the agreement or transaction is approved or ratified by a resolution of

directors or liquidators that has been approved—

(i) without counting the vote or consent of any interested director or

liquidator, or

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(ii) by the unanimous vote or consent of all disinterested directors or

liquidators if the votes or consents of all disinterested directors or

liquidators are insufficient to approve a resolution of directors or

liquidators.

(3) An agreement or transaction referred to in subsection (1) is valid if—

(a) the material facts of the interest of each director or liquidator in the

agreement or transaction and his interest in or relationship to any other party

to the agreement or transaction are disclosed in good faith or are known by

the members entitled to vote at a meeting of members; and

(b) the agreement or transaction is approved or ratified by a resolution of

members.

(4) Subject to the articles or by-laws, a director or liquidator who has an interest in

any particular business to be considered at a meeting of directors, liquidators or members

may be counted for purposes of determining whether the meeting is duly constituted in

accordance with section 105 or otherwise.

DIVISION 4

Proceedings of Directors and Miscellaneous Provisions

102. Organisational meeting

(1) Within twenty-eight days, after the issue of a certificate of incorporation of an

international business company, a meeting of the directors of the company shall be held at

which the directors may—

(a) make by-laws unless by-laws have been made by the incorporators pursuant

to section 17;

(b) adopt forms of share certificates and corporate records;

(d) appoint officers;

(e) appoint an auditor to hold office until the first annual meeting of

shareholders;

(f) make banking arrangements;

(g) adopt a common seal or stamp; and

(h) transact any other business.

(2) An incorporator or a director may call a meeting of directors referred to in

subsection (1) by giving by post or any other similar means not less than three clear days

notice of the meeting to each director and stating in the notice the time and place of the

meeting.

103. Meetings of directors

(1) Subject to the articles or by-laws, any one or more directors of an international

business company may convene a meeting of the directors at the times and in the manner

and places within or outside the State that the directors may determine to be necessary or

desirable.

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(2) A director is deemed to be present at a meeting of directors if—

(a) he participates by telephone or other electronic means; and

(b) all directors participating in the meeting are able to hear each other.

104. Notice of meeting of directors

(1) Subject to a requirement in the articles or by-laws to give longer notice, a director

shall be given not less than one day’s notice of a meeting of directors.

(2) Notwithstanding subsection (1), but subject to its articles or by-laws, a meeting of

directors held in contravention of that subsection is valid if all of the directors, or such

majority of the directors as may be specified in the articles or by-laws entitled to vote at

the meeting, have waived the notice of the meeting and, for this purpose, the presence of

a director at the meeting is deemed to constitute a waiver on his part.

(3) The inadvertent failure to give notice of a meeting to a director, or the fact that a

director has not received the notice, does not invalidate the meeting.

105. Quorum for meetings of directors

(1) The quorum for a meeting of directors is that fixed by the articles or by-laws but,

where no quorum is so fixed, a meeting of directors is properly constituted for all

purposes if at the commencement of the meeting one-half of the total number of directors

are present in person or by alternate.

(2) Where a company has only one director—

(a) that director present in person or by his alternate shall be a quorum at

meetings of the director; and

(b) where the director takes any decision that has effect as a resolution of the

directors, he shall, unless the decision is taken by way of a written

resolution, provide the company with a written record of the resolution.

106. Consent of director

Subject to the articles or by-laws, an action that may be taken by the directors or a

committee of directors at a meeting may also be taken by a resolution of directors or a

committee of directors consented to in writing by all directors, in counterpart or

otherwise, or by telex, telegram, facsimile, electronic mail, cable or other written

electronic communication, without the need for any notice or waiver of notice.

107. Alternates for directors

(1) Subject to the articles or by-laws, a director may by a written instrument appoint

an alternate who need not be a director.

(2) An alternate for a director appointed under subsection (1) is entitled to attend

meetings in the absence of the director who appointed him and to vote in the place of the

director.

108. Officers and agents

(1) The directors may by a resolution appoint any person, including a person who is a

director, to be an officer or agent of the company.

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(2) Subject to the articles or by-laws, each officer or agent has such powers and

authority of the directors, including the power and authority to affix the common seal of

the company, as are set out in the articles or by-laws or in the resolution of directors

appointing the officer or agent, except that no officer or agent has any power or authority—

(a) to amend the articles or by-laws; or

(b) with respect to any matter that, in accordance with this Act, requires a

resolution of directors.

(3) The directors may remove an officer or agent appointed under subsection (1) and

may revoke or vary a power conferred on him under subsection (2).

109. Indemnification

(1) Subject to subsection (2) and to the articles or by-laws, an international business

company may indemnify against all expenses, including legal fees, and against all

judgements, fines and amounts paid in settlement and reasonably incurred in connection

with legal, administrative or investigative proceedings against any person who—

(a) is or was a party or is threatened to be made a party to any threatened,

pending or completed proceedings, whether civil, criminal, administrative or

investigative, by reason of the fact that the person is or was a director, an

officer, an agent or a liquidator of the company;

(b) is or was, at the request of the company, serving as director, officer, an agent

or liquidator of, or in any other capacity is or was acting for, another body

corporate or partnership, joint venture, trust or other enterprise;

1996, and the majority of the voting shares in the company are or were held

in that trust; or

(d) is or was a trustee of a unit trust referred to in section 36.

[Chapter 491.]

(2) Subsection (1) only applies to a person referred to in that subsection if the person

acted honestly and in good faith with a view to the best interests of the company and, in

the case of criminal proceedings, the person had no reasonable cause to believe that his

conduct was unlawful.

(3) The decision of the directors as to whether the person acted honestly and in good

faith and with a view to the best interests of the company and as to whether the person

had no reasonable cause to believe that his conduct was unlawful is, in the absence of

fraud, sufficient for the purposes of this section, unless a question of law is involved.

(4) The termination of any proceedings by any judgement, order, settlement,

conviction or the entering of a nolle prosequi does not, by itself, create a presumption that

the person did not act honestly and in good faith and with a view to the best interests of the

company or that the person had reasonable cause to believe that his conduct was unlawful.

(5) If a person referred to in subsection (1) has been successful in defence of any

proceedings referred to in subsection (1), the person is entitled to be indemnified against

all expenses, including legal fees, and against all judgements, fines and amounts paid in

settlement and reasonably incurred by the person in connection with the proceedings.

110. Insurance

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An international business company may purchase and maintain insurance in relation to

any person who is or was a member, a director, an officer, an agent or a liquidator of the

company, or who at the request of the company is or was serving as a director, an officer,

an agent or a liquidator, of, or in any other capacity is or was acting for, another body

corporate or a partnership, joint venture, trust or other enterprise, against any liability

asserted against the person and incurred by the person in that capacity, whether or not the

company has or would have had the power to indemnify the person against the liability

under section 109(1).

PART VII

Segregated Cell Companies

DIVISION 1

Approval and Registration

111. Interpretation for this Part

(1) In this Part—

“cell liquidation order” means an order made under section 129;

“cell liquidator” means the person appointed as a cell liquidator under a cell

liquidation order;

“general assets” of a segregated cell company has the meaning specified in section

120(3);

“segregated cell” means a segregated cell created by a segregated cell company

under section 115 for the purpose of segregating the assets and liabilities of the

company in accordance with this Part;

“segregated cell assets” has the meaning specified in section 120(2);

“segregated cell distribution” means a distribution made in respect of segregated

cell shares and “segregated cell dividend” shall be construed accordingly;

“segregated cell shares” means shares issued in respect of a segregated cell in

accordance with section 116(1);

“segregated cell transfer order” means an order of the Court made under

section 126(4).

(2) This Act applies to a segregated cell company subject to the provisions of this Part

and to such modifications as are necessary.

112. Incorporation or registration as segregated cell company

(1) A company limited by shares may, with the written approval of the Authority

given under subsection (2)—

(a) be incorporated as a segregated cell company; or

(b) if it has already been incorporated, be registered by the Registrar as a

segregated cell company.

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(2) The Authority may give its written approval to the incorporation of a company, or

the registration of an existing company, as a segregated cell company only if the

company—

(a) is, or on its incorporation will be, licensed as an insurer under the

International Insurance (Amendment and Consolidation) Act, 1998;

(b) is, or on its incorporation will be, recognised as an accredited or private fund

or registered as a public fund under the Mutual Funds (Amendment) Act,

1998; or

(d) is, or on its incorporation will be, of such class or description as may be

prescribed by the Regulations made under section 136.

[Chapter 154, Chapter 307.]

(3) The Registrar shall not incorporate or register a company as a segregated cell

company unless the Authority has given its written approval under subsection (1).

113. Application for approval of Authority

(1) An application for approval to incorporate or register a company as a segregated

cell company shall be made to the Authority in the approved form and shall be

accompanied by such documentation as may be prescribed by the Regulations.

(2) The Authority may require an applicant under subsection (1) to furnish it with

such other documentation and information as it considers necessary to determine the

application.

(3) A company that carries on business as a segregated cell company without first

obtaining approval under subsection (1) commits an offence and is liable as specified in

the Schedule.

114. Authority may approve application

(1) On receipt of an application under section 113, if it is satisfied that the company

has, or has available to it, the knowledge and expertise necessary for the proper

management of segregated cells, the Authority may give its approval to the incorporation

or registration of a company as a segregated cell company subject to such conditions as it

considers appropriate.

(2) The Authority may, at any time—

(a) vary or revoke any condition subject to which an approval under

subsection (1) was given; and

(b) impose any condition in respect of any such approval.

DIVISION 2

Attributes and Requirements of Segregated Cell Companies

115. Segregated cells

(1) Subject to subsection (4), a segregated cell company may create one or more

segregated cells for the purpose of segregating the assets and liabilities of the company

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held within or on behalf of a segregated cell from the assets and liabilities of the company

held within or on behalf of any other segregated cell of the company or the assets and

liabilities of the company which are not held within or on behalf of any segregated cell of

the company.

(2) A segregated cell company is a single legal entity and a segregated cell of or

within a segregated cell company does not constitute a legal entity separate from the

company.

(3) Each segregated cell shall be separately identified or designated and shall include

in such identification or designation the words “Segregated Cell”.

(4) Where pursuant to the Regulations made under section 136, a segregated cell

company is required to obtain the approval of the Authority for the creation of a

segregated cell, the company shall not create a segregated cell unless it has obtained the

prior written approval of the Authority.

(5) A segregated cell company that contravenes subsection (4) commits an offence

and is liable as specified in the Schedule.

116. Segregated cell shares

(1) A segregated cell company may, in respect of a segregated cell, issue shares, the

proceeds of which shall be included in the segregated cell assets of the segregated cell in

respect of which the segregated cell shares are issued.

(2) Segregated cell shares may be issued in one or more classes and a class of

segregated cell shares may be issued in one or more series.

(3) Unless the context otherwise requires, references in Part III to shares include

references to segregated cell shares.

117. General shares

The proceeds of the issue of shares in a segregated cell company, other than

segregated cell shares, shall be included in the company’s general assets.

118. Segregated cell distributions and dividends

(1) Subject to this section, a segregated cell company may pay a dividend or

otherwise make a distribution in respect of segregated cell shares.

(2) Segregated cell dividends may be paid, and segregated cell distributions made, by

reference only to the segregated cell assets and liabilities attributable to the segregated

cell in respect of which the segregated cell shares were issued.

(3) In determining whether a segregated cell company is solvent for the purposes of

section 46, in respect of a segregated cell distribution, no account shall be taken of—

(a) the assets and liabilities of or attributable to any other segregated cell of the

company; or

(b) the company’s general assets and liabilities.

(4) The Regulations may prescribe restrictions on the power of a segregated cell

company to make distributions, including segregated cell distributions, where the

company or any segregated cell of or within the company does not satisfy the solvency

test.

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119. Company to act on behalf of segregated cells

Any act, matter, deed, agreement, contract, instrument under seal or other instrument

or arrangement which is to be binding on or to ensure to the benefit of a segregated cell or

cells shall be executed by the segregated cell company for and on behalf of such

segregated cell or cells which shall be identified or specified and, where in writing, it

shall be indicated that such execution is in the name of, or by, or for the account of, such

segregated cell or cells.

120. Assets

(1) The assets of a segregated cell company shall be either segregated cell assets or

general assets.

(2) The segregated cell assets comprise the assets of the segregated cell company held

within or on behalf of the segregated cells of the company.

(3) The general assets of a segregated cell company comprise the assets of the

company which are not segregated cell assets.

(4) The assets of a segregated cell comprise—

(a) assets representing the consideration paid or payable for the issue of

segregated cell shares and reserves attributable to the segregated cell; and

(b) all other assets attributable to or held within the segregated cell.

(5) It shall be the duty of the directors of a segregated cell company to establish and

maintain or cause to be established and maintained procedures—

(a) to segregate, and keep segregated, segregated cell assets separate and

separately identifiable from general assets;

(b) to segregate, and keep segregated, segregated cell assets of each segregated

cell separate and separately identifiable from segregated cell assets of any

other segregated cell; and

segregated cells, or between segregated cells and general assets of the

company.

(6) Notwithstanding subsection (5), the directors of a segregated cell company may

cause or permit segregated cell assets and general assets to be held—

(a) by or through a nominee; or

(b) by a company, the shares and capital interests of which may be segregated

cell assets or general assets or a combination of both.

(7) The directors of a segregated cell company do not breach the duties imposed on

them under subsection (5) by reason only that they cause or permit segregated cell assets

or general assets, or a combination of both, to be collectively invested, or collectively

managed by an investment manager, provided that the assets remain separately

identifiable in accordance with subsection (5).

121. Creditors of a segregated cell company

(1) The rights of creditors of a segregated cell company shall correspond with the

liabilities provided for in section 123 and no creditor of a segregated cell company shall

have any rights other than the rights specified in this section and in sections 122 and 123.

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(2) Subject to subsection (3), the following terms shall be implied in every transaction

entered into by a segregated cell company—

(a) that no party shall seek, whether in any proceedings or by any other means

whatsoever or wheresoever, to make or attempt to make liable any

segregated cell assets attributable to any segregated cell of the company in

respect of a liability not attributable to that segregated cell;

(b) that if any party shall succeed by any means whatsoever or wheresoever in

making liable any segregated cell assets attributable to any segregated cell of

the company in respect of a liability not attributable to that segregated cell,

that party shall be liable to the company to pay a sum equal to the value of

the benefit thereby obtained by him;

wise levying execution against any segregated cell assets attributable to any

segregated cell of the company in respect of a liability not attributable to that

segregated cell, that party shall hold those assets or their proceeds on trust

for the company and shall keep those assets or proceeds separate and

identifiable as such trust property; and

(d) that the governing law to be applied to every transaction entered into by a

segregated cell company shall be the law of Saint Vincent and the Grenadines.

(3) Subsection (2) does not apply to the extent that it is excluded in writing.

(4) All sums recovered by a segregated cell company as a result of any trust referred

to in subsection (2)(c) shall be credited against any concurrent liability imposed pursuant

to the implied term set out in subsection (2)(b).

(5) Any asset or sum recovered by a segregated cell company pursuant to the implied

term set out in subsection (2)(b) or (2)(c) or by any other means whatsoever or

wheresoever in the events referred to in those subsections shall, after the deduction or

payment of any costs of recovery, be applied by the company so as to compensate the

segregated cell affected.

(6) In the event of any segregated cell assets attributable to a segregated cell of a

segregated cell company being taken in execution in respect of a liability not attributable

to that segregated cell, and in so far as such assets or compensation in respect thereof

cannot otherwise be restored to the segregated cell affected, the company shall—

(a) cause or procure its auditor, acting as expert and not as arbitrator, to certify

the value of the assets lost to the segregated cell affected; and

(b) transfer or pay, from the segregated cell assets or general assets to which the

liability was attributable to the segregated cell affected, assets or sums

sufficient to restore to the segregated cell affected the value of the assets

lost.

(7) Where under subsection (6)(b) a segregated cell company is obliged to make a

transfer or payment from segregated cell assets attributable to a segregated cell of the

company, and those assets are insufficient, the company shall so far as possible make up

the deficiency from its general assets.

122. Segregation of assets

Segregated cell assets—

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(a) shall only be available and used to meet liabilities to the creditors of the

segregated cell company who are creditors in respect of that segregated cell

and who shall thereby be entitled to have recourse to the segregated cell

assets attributable to that segregated cell for such purposes; and

(b) shall not be available or used to meet liabilities to, and shall be absolutely

protected from, the creditors of the segregated cell company who are not

creditors in respect of that segregated cell, and who accordingly shall not be

entitled to have recourse to the segregated cell assets attributable to that

segregated cell.

123. Segregation of liabilities

(1) Where a liability of a segregated cell company to a person arises from a matter, or

is otherwise imposed, in respect of or attributable to a particular segregated cell—

(a) such liability shall extend only to, and that person shall, in respect of that

liability, be entitled to have recourse only to—

(i) firstly the segregated cell assets attributable to such segregated cell,

(ii) secondly the segregated cell company’s general assets, to the extent

that the segregated cell assets attributable to such segregated cell are

insufficient to satisfy the liability and to the extent that the assets

attributable to such segregated cell company’s general assets exceed

any minimum capital amounts lawfully required by the Authority; and

(b) such liability shall not extend to, and that person shall not, in respect of that

liability, be entitled to have recourse to the segregated cell assets attributable

to any other segregated cell.

(2) Where a liability of a segregated cell company to a person—

(a) arises otherwise than from a matter in respect of a particular segregated cell

or particular segregated cells; or

(b) is imposed otherwise than in respect of a particular segregated cell or

particular segregated cells such liability shall extend only to, and that person

shall, in respect of that liability, be entitled to have recourse only to, the

company’s general assets.

124. General liabilities and assets

(1) Liabilities of a segregated cell company not attributable to any of its segregated

cells shall be discharged from the company’s general assets.

(2) Income, receipts and other assets or rights of, or acquired by, a segregated cell

company not otherwise attributable to any segregated cell shall be applied to and

comprised in the company’s general assets.

125. Financial statements

The financial statements of a segregated cell company shall take into account the

segregated nature of the company and shall include an explanation of—

(a) the nature of the company;

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(b) how the segregation of the assets and liabilities of the company impacts

upon members of the company and persons with whom the company

transacts; and

cells of the company has on the general assets of the company.

126. Transfer of segregated cell assets from segregated cell company

(1) Subject to subsection (3), the segregated cell assets attributable to any segregated

cell of a segregated cell company, but not the general assets of the company, may be

transferred to another person, wherever resident or incorporated, and whether or not a

segregated cell company.

(2) A transfer, pursuant to subsection (1), of segregated cell assets attributable to a

segregated cell of a segregated cell company shall not, of itself, entitle creditors of that

company to have recourse to the assets of the person to whom the segregated cell assets

were transferred.

(3) No transfer of the segregated cell assets attributable to a segregated cell of a

segregated cell company may be made except under the authority of, and in accordance

with the terms and conditions of, an order of the Court under this section.

(4) The Court shall not make a segregated cell transfer order in relation to a

segregated cell of a segregated cell company—

(a) unless it is satisfied—

(i) that creditors of the company entitled to have recourse to the

segregated cell assets attributable to the segregated cell consent to the

transfer, or

(ii) that those creditors would not be unfairly prejudiced by the transfer;

and

(b) without hearing the representations of the Authority on the matter.

(5) The Court, on hearing an application for a segregated cell transfer order, may—

(a) make an interim order or adjourn the hearing, conditionally or unconditionally;

(b) dispense with any of the requirements of subsection (4)(a).

(6) The Court may attach such conditions as it thinks fit to a segregated cell transfer

order, including conditions as to the discharging of claims of creditors entitled to have

recourse to the segregated cell assets attributable to the segregated cell in relation to

which the order is sought.

(7) The Court may make a segregated cell transfer order in relation to a segregated

cell of a segregated cell company notwithstanding that—

(a) a voluntary liquidator has been appointed in respect of the company;

(b) a cell liquidation order has been made in respect of the segregated cell or any

other segregated cell of the company.

(8) The provisions of this section are without prejudice to any power of a segregated

cell company lawfully to make payments or transfers from the segregated cell assets

attributable to any segregated cell of the company to a person entitled, in conformity with

the provisions of this Act, to have recourse to those segregated cell assets.

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(9) Notwithstanding the provisions of this section, a segregated cell company shall

not require a segregated cell transfer order to invest, and change investment of,

segregated cell assets or otherwise to make payments or transfers from segregated cell

assets in the ordinary course of the company’s business.

DIVISION 3

Liquidation, Cell Liquidation Orders and Administration

127. Meaning of “liquidator”

In this Division, “liquidator” means a voluntary liquidator and “liquidation” shall be

construed accordingly.

128. Liquidation of segregated cell company

(1) Notwithstanding the provisions of Part XI of this Act, the Companies Act, or any

other statutory provision or rule of law to the contrary, in the liquidation of a segregated

cell company, the liquidator—

(a) shall be bound to deal with the company’s assets in accordance with the

requirements set out in section 120(5); and

(b) in discharge of the claims of creditors of the segregated cell company, shall

apply the company’s assets to those entitled to have recourse thereto in

conformity with the provisions of this Part.

[Chapter 143.]

(2) Part XI of this Act, the Companies Act, or any other relevant Act, as the case may

be, shall apply to the liquidation of a segregated cell subject to such modifications as are

necessary to give effect to subsection (1) and in the event of any conflict between the

provisions in Part XI and the provisions in any other enactment relating to the liquidation

of companies, the provisions within Part XI shall prevail.

[Chapter 143.]

129. Cell liquidation orders

(1) Subject to the provisions of this section, if in relation to a segregated cell company

the Court is satisfied—

(a) that the segregated cell assets attributable to a particular segregated cell of

the company (when account is taken of the company’s general assets, unless

there are no creditors in respect of that segregated cell entitled to have recourse

to the company’s general assets) are or are likely to be insufficient to

discharge the claims of creditors in respect of that segregated cell; and

(b) that the making of an order under this section would achieve the purposes set

out in subsection (3),

the Court may make a cell liquidation order under this section in respect of that

segregated cell.

(2) A cell liquidation order may be made in respect of one or more segregated cells.

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(3) A cell liquidation order is an order directing that the business and segregated cell

assets of or attributable to a segregated cell shall be managed by a cell liquidator specified

in the order for the purposes of—

(a) the orderly closing down of the business of or attributable to the segregated

cell; and

(b) the distribution of the segregated cell assets attributable to the segregated

cell to those entitled to have recourse thereto.

(4) Where the Court makes a cell liquidation order it shall, at the same time, appoint

the Official Receiver within the terms set out in the Companies Act or any other relevant

Act, as the case may be.

[Chapter 143.]

(5) A cell liquidation order—

(a) shall not be made if a liquidator is appointed in respect of the segregated cell

company; and

(b) shall cease to be of effect upon the appointment of a liquidator in respect of

the segregated cell company, but without prejudice to the prior acts of the

cell liquidator or his agents.

(6) The members of a segregated cell company shall not pass a resolution to appoint a

liquidator of the company, whether under Part XI of this Act, or under the Companies

Act, or any other relevant Act, if any segregated cell is subject to a cell liquidation order,

without the prior leave of the Court.

(7) Any resolution passed contrary to subsection (6) shall be void and of no effect.

130. Application for cell liquidation order

(1) An application for a cell liquidation order in respect of a segregated cell of a

segregated cell company may be made by—

(a) the company;

(b) the directors of the company;

(d) any holder of segregated cell shares in respect of that segregated cell; or

(e) the Authority.

(2) Notice of an application to the Court for a cell liquidation order in respect of a

segregated cell of a segregated cell company shall be served upon—

(a) the company;

(b) the Authority; and

given an opportunity of making representations to the Court before the order

is made.

(3) The Court, on hearing an application—

(a) for a cell liquidation order; or

(b) for leave, pursuant to section 129(6), to pass a resolution appointing a

liquidator,

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may, instead of making the order sought or dismissing the application, make an interim

order or adjourn the hearing, conditionally or unconditionally.

(4) The Court may make a cell liquidation order subject to such terms and conditions

as it considers appropriate.

131. Conduct of cell liquidation

(1) The cell liquidator of a cell of a segregated cell company—

(a) may do all such things as may be necessary for the purposes set out in

section 129(3); and

(b) shall have all the functions and powers of the directors in respect of the

business and segregated cell assets of, or attributable to the segregated cell.

(2) The cell liquidator may at any time apply to the Court—

(a) for directions as to the extent or exercise of any function or power;

(b) for the cell liquidation order to be discharged or varied; or

cell.

(3) In exercising his functions and powers the cell liquidator shall be deemed to act as

agent of the segregated cell company, and shall not incur personal liability except to the

extent that he is fraudulent, reckless, negligent, or acts in bad faith.

(4) Any person dealing with the cell liquidator in good faith is not required to inquire

whether the cell liquidator is acting within his powers.

(5) When an application has been made for, and during the period of operation of, a

cell liquidation order—

(a) no proceedings may be instituted or continued by or against the segregated

cell company in relation to the segregated cell in respect of which the cell

liquidation order was made; and

(b) no steps may be taken to enforce any security or in the execution of legal

process in respect of the business or segregated cell assets of, or attributable

to, the segregated cell in respect of which the cell liquidation order was

made,

except by leave of the Court, which may be conditional or unconditional.

(6) During the period of operation of a cell liquidation order—

(a) the powers, functions and duties of the directors in respect of the business of,

or attributable to, and the segregated cell assets of or attributable to, the

segregated cell in respect of which the order was made continue to the extent

specified in this Part or in Regulations made under section 136 or to the

extent that the cell liquidator or the Court shall direct; and

(b) the cell liquidator of the segregated cell shall be entitled to be present at all

meetings of the segregated cell and to vote at such meetings, as if he were a

director of the segregated cell company, in respect of the general assets of

the company, unless there are no creditors in respect of that segregated cell

entitled to have recourse to the company’s general assets.

132. Distribution of segregated cell assets

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(1) Subject to subsection (2) and to any agreement between the segregated cell

company and any creditor of the company as to the subordination of the debts due to that

creditor or to the debts due to the company’s other creditors, the cell liquidator of a

segregated cell shall, in the winding-up of the business of that segregated cell, apply the

segregated cell assets in satisfaction of the company’s liabilities attributable to that

segregated cell pari passu.

(2) Creditors of a segregated cell that is subject to a cell liquidation order shall be

regarded as preferential creditors of the segregated cell to the extent that they would be

preferential creditors under the Companies Act or any other relevant Act if—

(a) the segregated cell was a company; and

(b) the cell liquidator was the Official Receiver.

[Chapter 143.]

(3) Subject to the articles or by-laws, any surplus shall be distributed among the

holders of the segregated cell shares or the persons otherwise entitled to the surplus, in

each case according to their respective rights and interests in or against the company.

(4) Where there are no segregated cell shares and no persons otherwise entitled to the

surplus, any surplus shall be paid to the segregated cell company and shall become a

general asset of the company.

133. Discharge and variation of cell liquidation orders

(1) The Court shall not discharge a cell liquidation order unless it appears to the Court

that the purpose for which the order was made has been achieved or substantially

achieved or is incapable of achievement.

(2) Subject to subsection (1), the Court, on hearing an application for the discharge or

variation of a cell liquidation order, may make such order as it considers appropriate, may

dismiss the application, may make any interim order or may adjourn the hearing,

conditionally or unconditionally.

(3) Upon the Court discharging a cell liquidation order in respect of a segregated cell

on the ground that the purpose for which the order was made has been achieved or

substantially achieved, the Court may direct that any payment made by the cell liquidator

to any creditor of the company in respect of that segregated cell shall be deemed full

satisfaction of the liabilities of the company to that creditor in respect of that segregated

cell, and the creditor’s claims against the company in respect of that segregated cell shall

be thereby deemed extinguished.

(4) Nothing in subsection (3) shall operate so as to affect or extinguish any right or

remedy of a creditor against any other person, including any surety of the segregated cell

company.

(5) The Court may, upon discharging a cell liquidation order in respect of a

segregated cell of a segregated cell company, direct that the segregated cell shall be

dissolved on such date as the Court may specify.

(6) When a segregated cell of a segregated cell company has been dissolved under

subsection (5), the company may not undertake business or incur liabilities in respect of

that cell.

134. Remuneration of cell liquidator

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The remuneration of a cell liquidator shall be fixed by the Court and shall be payable,

in priority to all other claims, from—

(a) the segregated cell assets attributable to the segregated cell in respect of

which the cell liquidator was appointed; and

(b) to the extent that these may be insufficient, from the general assets of the

company,

but not from any the segregated cell assets attributable to any other segregated cell.

135. Administration of segregated cell under the Companies Act

(1) In this section, a “relevant segregated cell company” is a company in respect of

which the Court would have the power to make an administration order or other

analogous order under the Companies Act or any other relevant Act, if it was satisfied, in

respect of that company, as to the matters specified in the applicable Act.

(2) Application may be made to the Court for an administration order or other

analogous order in respect of a segregated cell of a relevant segregated cell company.

(3) The Companies Act or any other relevant Act, as the case may be, applies to—

(a) an application made under subsection (2); and

(b) if the Court makes an administration or other analogous order, to the

administration of the segregated cell,

subject to any Regulations made under section 136 and subject to such other

modifications as are necessary to give effect to the Companies Act or any other relevant

Act, as the case may be, with respect to the administration of a segregated cell.

[Chapter 143.]

DIVISION 4

General Provisions

136. Regulations

(1) The Minister may, on the advice of the Authority, make Regulations concerning

segregated cell companies.

(2) Without limiting subsection (1), Regulations made under that subsection may—

(a) provide that the provisions of this Act shall apply in relation to any class or

description of company specified by or prescribed under section 112(2)(d)

subject to such exceptions, adaptations and modifications as may be

specified in the Regulations;

(b) make provision in respect of any of the following matters—

(i) the classes or descriptions of segregated cell companies which shall

obtain the approval of the Authority for the creation of segregated

cells, or circumstances in which such approval is required to be

obtained,

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(ii) where the Authority’s approval is required for the creation of

segregated cells under subparagraph (i), the procedure for the

application for, and the granting of, the Authority’s approval,

(iii) the conduct of the business of segregated cell companies,

(iv) the manner in which segregated cell companies may carry on, or hold

themselves out as carrying on business,

(v) the form and content of the accounts of segregated cell companies,

(vi) the cell liquidation of segregated cells under Division 3, and

(vii) the fees payable by segregated cell companies and by applicants for an

approval under section 113;

necessary to apply those enactments to the liquidation and administration of

segregated cells and of segregated cell companies;

(d) generally give effect to this Part; and

(e) provide for the fees and penalties payable by segregated cell companies

which may be in addition to, or in substitution for, the fees and penalties

specified in respectively the Regulations and the Schedule.

[Chapter 143.]

(3) Regulations made under this section may make different provision in relation to

different persons, circumstances or cases.

PART VIII

Registration of Charges

137. Interpretation

(1) In this Part—

“charge” means any form of security interest, whether fixed or floating, over

property, wherever situated, other than an interest arising by operation of law;

“commencement date” means the 7th October, 1996;

“liability” includes contingent and prospective liabilities;

“property” includes future property;

“relevant charge” means a charge created on or after the commencement date.

(2) A reference in this Part to the creation of a charge includes a reference to the

acquisition of property, wherever situated, which is the subject of a charge and for this

purpose, the date of creation of the charge is deemed to be the date of acquisition of the

property.

138. Creation of charges by an international business company

(1) Subject to its articles, an international business company may, by an instrument in

writing, create a charge over its property.

(2) A charge created by an international business company shall be governed—

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(a) by such law as may be agreed between the company and the chargee; or

(b) if the company and the chargee do not agree on a governing law, by the law

of Saint Vincent and the Grenadines.

(3) Where a company acquires property subject to a charge—

(a) subsection (1) does not require the acquisition of the property to be by

instrument in writing, if the acquisition is not otherwise required to be by

instrument in writing; and

(b) unless the company and the chargee agree otherwise, the governing law of

the charge is the law that governs the charge immediately before the

acquisition by the company of the property subject to the charge.

139. International business company to keep register of charges

(1) An international business company must keep a register of all relevant charges

created by the company showing—

(a) if the charge is a charge created by the company, the date of its creation or, if

the charge is a charge existing on property acquired by the company, the

date on which the property was acquired;

(b) a short description of the liability secured by the charge;

(d) the name and address of the trustee for debenture holders or, if there is no

such trustee, the name and address of the chargee;

(e) unless the charge is a security to bearer, the name and address of the holder

of the charge; and

(f) details of any prohibition or restriction, if any, contained in the instrument

creating the charge on the power of the company to create any future charge

ranking in priority to or equally with the charge.

(2) The register of charges may be in such form as the directors may approve but, if it

is in magnetic, electronic or other data storage form, the company must be able to

produce legible evidence of its contents.

(3) A copy of the register of charges must be kept at the registered office of the

company or at the office of its registered agent.

(4) An international business company that contravenes this section commits an

offence and is liable as specified in the Schedule.

140. Application of registration provisions

(1) Sections 141 to 146 apply to a company that makes an election under

subsection (2).

(2) A company may elect to be subject to the provisions of sections 141 to 145—

(a) by making an election in its articles of incorporation; or

(b) at any time after its incorporation by filing with the Registrar a notice of

election in the prescribed form.

(3) A notice of election filed under paragraph (2)(b) takes effect upon its registration

by the Registrar.

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(4) A company may revoke an election made under this section if—

(a) no charge has been registered in respect of the company under section 141; or

(b) all charges registered against the company have ceased to affect the property

of the company and, in respect of each charge registered, the appropriate

notice has been registered under section 143.

(5) A notice of revocation must be filed with the Registrar in the prescribed form.

(6) Where a company revokes an election made under this section—

(a) it ceases to be subject to sections 141 to 145 from the registration of the

notice of revocation by the Registrar;

but—

(b) sections 144 and 146 apply in respect of all charges created by the company

in the period during which an election made under subsection (2) was in

force.

141. Registration of charges

(1) Where an international business company to which this section applies creates a

relevant charge, an application to register the charge may be made by—

(a) the company, or a person authorised to act on its behalf; or

(b) the chargee, or a person authorised to act on his behalf.

(2) An application under subsection (1) is made by filing with the Registrar—

(a) an application containing the information and in the form prescribed;

(b) a certified copy of the charge; and

charge.

(3) The Registrar must keep a register of registered charges containing such

information as may be prescribed.

(4) If he is satisfied that the requirements of this Part as to registration have been

complied with, upon receipt of an application under subsection (2), the Registrar—

(a) must forthwith—

(i) register the charge in the register of registered charges kept by him for

that company, and

(ii) issue a certificate of registration of the charge and send a copy of the

charge to the company and to the chargee; and

(b) must retain a copy of the charge.

(5) The Registrar must state in the register of registered charges and on the certificate

of registration the date and time on which a charge was registered.

(6) A certificate issued under subsection (4) is conclusive proof that the requirements

of this Part as to registration have been satisfied and that the charge referred to in the

certificate was registered on the date and time stated in the certificate.

142. Variation of registered charge

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(1) Where there is a variation in the terms of a charge registered under section 141,

application for the variation to be registered may be made by—

(a) the company, or a person authorised to act on its behalf; or

(b) the chargee, or a person authorised to act on his behalf.

(2) An application under subsection (1) is made by filing with the Registrar—

(a) an application containing the information and in the form prescribed;

(b) a certified copy of the instrument varying the charge; and

certified translation of the instrument.

(3) Upon receipt of an application complying with subsection (2), the Registrar—

(a) must forthwith—

(i) register the variation of the charge, and

(ii) issue a certificate of variation and send a copy of the certificate to the

company and to the chargee; and

(b) must retain a copy of the instrument varying the charge.

(4) The Registrar must state in the register of registered charges and on the certificate

of variation the date and time on which a variation of charge was registered.

(5) A certificate issued under subsection (3) is conclusive proof that the variation

referred to in the certificate was registered on the date and time stated in the certificate.

143. Charge ceasing to affect company’s property

(1) Where a charge registered under section 141 ceases to affect the property of an

international business company, the company must file with the Registrar a notice

specifying the property that has ceased to be affected by the charge and containing the

information and in the form prescribed.

(2) A notice filed under subsection (1) must be signed by or on behalf of the company

and the chargee.

(3) If the Registrar is satisfied that a notice filed under subsection (1) is correctly

completed and has been signed in accordance with subsection (2), the Registrar—

(a) must forthwith—

(i) register the notice, and

(ii) issue a certificate and send a copy of the certificate to the company

and to the chargee; and

(b) must retain a copy of the notice.

(4) The Registrar must state in the register of registered charges and on the certificate

issued under subsection (3) the date and time on which the notice filed under

subsection (1) was registered.

(5) From the date and time stated in the certificate issued under subsection (3), the

charge is deemed not to be registered in respect of the property specified in the notice

filed under subsection (1).

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144. Priority of charges

(1) A relevant charge on property of a company that is registered in accordance with

section 141 has priority over—

(a) a relevant charge on property that is subsequently registered in accordance

with section 141; and

(b) a relevant charge on property that is not registered in accordance with

section 141.

(2) Charges created on or after the commencement date which are not registered shall

rank among themselves in the order in which they would have ranked had this section not

come into force.

(3) Charges created prior to the commencement date shall continue to rank in the

order in which they would have ranked had this section not come into force and, where

they would have taken priority over a charge created on or after the commencement date,

they shall continue to take such priority after the commencement date.

145. Exceptions to section 144

Notwithstanding section 144—

(a) the order of priorities of charges is subject to—

(i) any consent (express or implied) of the holder of a charge that varies

the priority of that charge in relation to one or more other charges that

it would, but for the consent, have had priority over, or

(ii) any agreement between chargees that affects the priorities in relation

to the charges held by the respective chargees; and

(b) a registered floating charge is postponed to a subsequently registered fixed

charge unless the floating charge contains a prohibition or restriction on the

power of the company to create any future charge ranking in priority to or

equally with the charge.

146. Inspection of register of charges

Notwithstanding any other law to the contrary, a person may only inspect the certified

copy of a registered charge and a certified translation of that charge filed with the

Registrar with the written authority of that company or its registered agent.

PART IX

Merger, Consolidation, Sale of Assets, Forced Redemptions, Arrangements and

Dissenters

147. Interpretation

In this Part—

“consolidated company” means the new company that results from the

consolidation of 2 or more constituent companies;

“consolidation” means the uniting of two or more constituent companies into a

new company;

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“constituent company” means an existing company that is participating in a

merger or consolidation with one or more other existing companies;

“merger” means the merging of two or more constituent companies into one of the

constituent companies;

“parent company” means a company that owns at least ninety per cent of the

outstanding shares of each class and series of shares in another company;

“subsidiary company” means a company at least ninety per cent of whose

outstanding shares of each class and series of shares are owned by another company;

“surviving company” means the constituent company into which one or more

other constituent companies are merged.

148. Merger and consolidation

(1) Two or more international business companies may merge or consolidate in

accordance with subsections (3) to (5).

(2) One or more international business companies may merge or consolidate with one

or more companies incorporated under the Companies Act in accordance with subsections

(3) to (5), if the surviving company or the consolidated company will satisfy the

requirements of section 7.

[Chapter 143.]

(3) The directors of each constituent company that proposes to participate in a merger

or consolidation must approve a written plan of merger or consolidation containing, as the

case may be—

(a) the name of each constituent company and the name of the surviving

company or the consolidated company;

(b) in respect of each constituent company—

(i) the designation and number of outstanding shares of each class and

series of shares, specifying each such class and series entitled to vote

on the merger or consolidation, and

(ii) a specification of each such class and series, if any, entitled to vote as

a class or series;

the manner and basis of converting shares in each constituent company into

shares, debt obligations or other securities in the surviving company or

consolidated company, or money or other property, or a combination

thereof;

(d) in respect of a merger, a statement of any amendment to the articles or by-

laws of the surviving company to be brought about by the merger; and

(e) in respect of a consolidation, everything required to be included in the

articles or by-laws for an international business company, except statements

as to facts not available at the time the plan of consolidation is approved by

the directors.

(4) Some or all shares of the same class or series of shares in each constituent

company may be converted into a particular or mixed kind of property and other shares of

the class or series, or all shares of other classes or series of shares, may be converted into

other property.

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(5) The following apply in respect of a merger or consolidation under this section—

(a) the plan of merger or consolidation must be authorised by a resolution of

shareholders and the outstanding shares of a class or series of shares are

entitled to vote on the merger or consolidation as a class or series if the

articles or by-laws so provide or if the plan of merger or consolidation

contains any provisions that, if contained in a proposed amendment to the

articles or by-laws, would entitle the class or series to vote on the proposed

amendment as a class or series;

(b) if a meeting of shareholders is to be held, notice of the meeting, accompanied

by a copy of the plan of merger or consolidation, must be given to each

shareholder, whether or not entitled to vote on the merger or consolidation;

plan of merger or consolidation must be given to each shareholder, whether

or not entitled to consent to the plan of merger or consolidation;

(d) after approval of the plan of merger or consolidation by the directors and

shareholders of each constituent company, articles of merger or

consolidation must be executed by each company and must contain—

(i) the plan of merger or consolidation and, in the case of consolidation,

any statement required to be included in the articles or by-laws for an

international business company,

(ii) the date on which the articles or by-laws of each constituent company

were registered by the Registrar, and

(iii) the manner in which the merger or consolidation was authorised with

respect to each constituent company;

(e) the articles of merger or consolidation in prescribed form must be filed with

the Registrar who, if he is satisfied that the relevant requirements of this Part

have been complied with, must retain and register them in the Register;

(f) upon the registration of the articles of merger or consolidation, the Registrar

shall issue a certificate under his hand and seal certifying that the articles of

merger or consolidation have been registered; and

(g) a certificate of merger or consolidation issued by the Registrar is prima facie

evidence of compliance with all requirements of this Act in respect of the

merger or consolidation.

149. Merger with subsidiary

(1) A parent international business company may merge with a subsidiary

international business company or company under the Companies Act, without the

authorisation of the members of any company, in accordance with subsections (2) to (6),

if the surviving company is an international business company and will satisfy the

requirements prescribed for an international business company under section 7.

[Chapter 143.]

(2) The directors of the parent international business company must approve a written

plan of merger containing—

(a) the name of each constituent international business company and the name

of the surviving company;

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(b) in respect of each constituent company—

(i) the designation and number of outstanding shares of each class and

series of shares, and

(ii) the number of shares of each class and series of shares in each

subsidiary company owned by the parent company; and

basis of converting shares in each company to be merged into shares, debt

obligations or other securities in the surviving company, or money or other

property, or a combination thereof.

(3) Some or all shares of the same class or series of shares in each company to be

merged may be converted into property of a particular or mixed kind and other shares of

the class or series, or all shares of other classes or series of shares, may be converted into

other property but, if the parent company is not the surviving company, shares of each

class and series of shares in the parent company may only be converted into similar

shares of the surviving company.

(4) A copy of the plan of merger or an outline thereof must be given to every member

of each subsidiary company to be merged unless the giving of that copy or outline has

been waived by that member.

(5) Articles of merger must be executed by the parent company and must contain—

(a) the plan of merger;

(b) the date on which the articles of each constituent company were registered

by the Registrar; and

be merged, the date on which a copy of the plan of merger or an outline

thereof was made available to the shareholders of each subsidiary company.

(6) The articles of merger in prescribed form must be filed with the Registrar who, if

he is satisfied that the relevant requirements of this Part have been complied with, must

retain and register them in the Register.

(7) Upon the registration of the articles of merger, the Registrar shall issue a

certificate under his hand and seal certifying that the articles of merger have been

registered.

(8) A certificate of merger issued by the Registrar is prima facie evidence of

compliance with all requirements of this Act in respect of the merger.

150. Effect of merger or consolidation

(1) A merger or consolidation is effective on the date the articles of merger or

consolidation are registered by the Registrar or on the date subsequent thereto, not

exceeding thirty days, that is stated in the articles of merger or consolidation.

(2) As soon as a merger or consolidation becomes effective—

(a) the surviving company or the consolidated company in so far as is consistent

with its articles and by-laws, as amended or established by the articles of

merger or consolidation, has all rights, privileges, immunities, powers,

objects and purposes of each of the constituent companies;

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(b) in the case of a merger, the articles and by-laws of the surviving company

are deemed to be amended to the extent, if any, that changes in its articles

and by-laws are contained in the articles of merger;

of consolidation of a company under this Act, are the articles and by-laws of

the consolidated company;

(d) property of every description, including choses in action and the business of

each of the constituent companies, immediately vests in the surviving

company or the consolidated company; and

(e) the surviving company or the consolidated company is liable for all claims,

debts, liabilities and obligations of each of the constituent companies.

(3) Where a merger or consolidation occurs—

(a) no conviction, judgement, ruling, order, claim, debt, liability or obligation

due or to become due, and no cause existing, against a constituent company

or against any member, director, officer or agent thereof, is released or

impaired by the merger or consolidation; and

(b) no proceedings, whether civil or criminal, pending at the time of a merger or

consolidation by or against a constituent company, or against any member,

director, officer or agent thereof, are abated or discontinued by the merger or

consolidation, but—

(i) the proceedings may be enforced, prosecuted, settled or compromised

by or against the surviving company or the consolidated company or

against the member, director, officer or agent thereof, as the case may

be, or

(ii) the surviving company or the consolidated company may be

substituted in the proceedings for a constituent company.

(4) The Registrar shall strike off the Register—

(a) a constituent company that is not the surviving company in a merger; or

(b) a constituent company that participates in a consolidation.

151. Merger or consolidation with foreign company

(1) One or more international business companies authorised to issue shares may

merge or consolidate with one or more companies authorised to issue shares incorporated

under the laws of jurisdictions outside the State in accordance with subsections (2) to (4),

including where one of the constituent companies is a parent company and the other

constituent companies are subsidiary companies, if the merger or consolidation is

permitted by the laws of the jurisdictions in which the companies incorporated outside the

State are incorporated.

(2) The following apply in respect of a merger or consolidation under this section—

(a) an international business company shall comply with this Act with respect to

the merger or consolidation, as the case may be, of such companies, and

companies incorporated under the laws of a jurisdiction outside the State

shall comply with the laws of that jurisdiction; and

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(b) if the surviving company or the consolidated company is to be incorporated

under the laws of a jurisdiction outside the State, it must file with the

Registrar—

(i) an agreement that a service of process may be effected on it in the

State in respect of proceedings for the enforcement of any claim, debt,

liability or obligation of a constituent international business company

or in respect of proceedings for the enforcement of the rights of a

dissenting member of a constituent international business company

against the surviving company or the consolidated company,

(ii) an irrevocable appointment of the Registrar as its agent to accept

service of process in proceedings referred to in subparagraph (i),

(iii) an agreement that it will promptly pay to the dissenting members of a

constituent international business company the amount, if any, to

which they are entitled under this Act with respect to the rights of

dissenting members, and

(iv) a certificate of merger or consolidation issued by the appropriate

authority of the foreign jurisdiction where it is incorporated, or, if no

certificate of merger or consolidation is issued by the appropriate

authority of the foreign jurisdiction, then, such evidence of the merger

or consolidation as the Registrar considers acceptable.

(3) The effect under this section of a merger or consolidation is the same as in the

case of a merger or consolidation under section 148 if the surviving company or the

consolidated company is incorporated under this Act, but, if the surviving company or the

consolidated company is incorporated under the laws of a jurisdiction outside the State, the

effect of the merger or consolidation is the same as in the case of a merger or consolidation

under section 148 except in so far as the laws of the other jurisdiction otherwise provide.

(4) If the surviving company or the consolidated company is incorporated under this

Act, the merger or consolidation is effective on the date the articles of merger or

consolidation are registered by the Registrar or on such date subsequent thereto, not

exceeding thirty days, as is stated in the articles of merger or consolidation, but, if the

surviving company or the consolidated company is incorporated under the laws of a

jurisdiction outside the State, the merger or consolidation is effective as provided by the

laws of that other jurisdiction.

152. Disposition of assets

Any sale, transfer, lease, exchange or other disposition, other than a mortgage, charge

or other encumbrance of the assets of an international business company, if not made in

the usual or regular course of the business carried on by the company, shall be made as

follows—

(a) the proposed sale, transfer, lease, exchange or other disposition must be

approved by resolution of the directors;

(b) upon approval of the proposed sale, transfer, lease, exchange or other

disposition, the directors must submit the proposal to the members for it to

be authorised by a resolution of members;

an outline of the proposal, must be given to each member, whether or not he

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is entitled to vote on the sale, transfer, lease, exchange or other disposition;

and

(d) if it is proposed to obtain the written consent of members, an outline of the

proposal must be given to each member, whether or not he is entitled to

consent to the sale, transfer, lease, exchange or other disposition.

153. Redemption of minority shares

(1) Subject to the articles or by-laws—

(a) shareholders holding ninety per cent of the votes of the outstanding shares

entitled to vote; and

(b) shareholders holding ninety per cent of the votes of the outstanding shares of

each class and series of shares entitled to vote as a class or series,

on a merger or consolidation under section 148 may give a written instruction to an

international business company directing the company to redeem the shares held by the

remaining shareholders.

(2) Upon receipt of the written instruction referred to in subsection (1), the company

shall redeem the shares specified in the written instruction whether or not the shares are

by their terms redeemable.

(3) The company must give written notice to each member whose shares are to be

redeemed stating the redemption price and the manner in which the redemption is to be

effected.

154. Arrangements and compromise

(1) Where a compromise or arrangement is proposed between an international

business company and its creditors of any class, or between the company and any of its

members, the Court may, on the application of the company or of any creditor or member

of the company or, in the case of a winding-up, of the liquidator, order a meeting of the

creditors or class of creditors or of the members of the company or class of members, as

the case may be.

(2) If a majority representing seventy-five per cent in value of the creditors or class of

creditors, or members or class thereof as the case may be, present and voting either in

person or by proxy at the meeting, agree to any compromise or arrangement and the

Court by order approves the compromise or arrangement, it shall be binding on all

creditors or class of creditors or on the members or class thereof, as the case may be, and

on the company or, in the event of a winding-up, on the liquidator.

(3) An order made under subsection (2) has no effect until a copy has been filed with

the Registrar, and a copy of the order shall be annexed to copies of the articles of the

company issued after the making of the order.

(4) In this section, “arrangement” includes a re-organisation of the share capital of

the company by the consolidation of shares of different classes or by the division of

shares into shares of different classes or by both.

155. Rights of dissenters

(1) A shareholder of an international business company is entitled to payment of the

fair value of his shares upon dissenting from—

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(a) a merger, if the company is a constituent company, unless the company is

the surviving company and the shareholder continues to hold the same or

similar shares;

(b) a consolidation, if the company is a constituent company;

amounting to more than fifty per cent of the assets or business of the

company, if not made in the usual or regular course of the business carried

on by the company, but not including—

(i) a disposition pursuant to an order of the Court having jurisdiction in

the matter, or

(ii) a disposition for money on terms requiring all or substantially all net

proceeds to be distributed to the shareholders in accordance with their

respective interests within one year after the date of disposition; or

(d) a redemption of his shares by the company pursuant to section 153.

(2) A shareholder who desires to exercise his entitlement under subsection (1) must

give to the company written objection to the action—

(a) before the meeting of members at which the action is submitted to a vote; or

(b) at the meeting but before the vote,

but an objection is not required from a shareholder to whom the company did not give

notice of the meeting in accordance with this Act or where the proposed action is

authorised by written consent of shareholders without a meeting.

(3) An objection under subsection (2) must include a statement that the shareholder

proposes to demand payment for his shares if the action is taken.

(4) Within twenty days immediately following the date on which the vote of members

authorising the action is taken, or the date on which written consent of members without a

meeting is obtained, the company must give written notice of the authorisation or consent

to each shareholder who gave written objection or from whom written objection was not

required, except those shareholders who voted for, or consented in writing to, the

proposed action.

(5) A shareholder to whom the company was required to give notice who elects to

dissent must, within twenty days immediately following the date on which the notice

referred to in subsection (4) is given, give to the company a written notice of his decision

to elect to dissent, stating—

(a) his name and address;

(b) the number and classes or series of shares in respect of which he dissents;

and

and a shareholder who elects to dissent from a merger under section 149 must give to the

company a written notice of his decision to elect to dissent within twenty days

immediately following the date on which the copy of the plan of merger or an outline

thereof is given to him in accordance with section 149.

(6) A shareholder who dissents must do so in respect of all shares that he holds in the

company.

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(7) Upon the giving of a notice of election to dissent, the shareholder to whom the

notice relates ceases to have any of the rights of a shareholder except the right to be paid

the fair value of his shares.

(8) Within seven days immediately following the date of the expiration of the period

within which shareholders may give their notices of election to dissent, or within seven

days immediately following the date on which the proposed action is put into effect,

whichever is later, the company or, in the case of a merger or consolidation, the surviving

company or the consolidated company, must make a written offer to each dissenting

shareholder to purchase his shares at a specified price that the company determines to be

their fair value, and if, within thirty days immediately following the date on which the

offer is made, the company making the offer and the dissenting shareholder agree upon

the price to be paid for his shares, the company shall pay to the shareholder the amount in

money upon the surrender of the certificates representing his shares.

(9) If the company and a dissenting shareholder fail, within the period of thirty days

referred to in subsection (8), to agree on the price to be paid for the shares owned by the

shareholder, within twenty days immediately following the date on which the period of

thirty days expires, the following shall apply—

(a) the company and the dissenting shareholder shall each designate an

appraiser;

(b) the two designated appraisers together shall designate a third appraiser;

dissenting shareholder as of the close of business on the day prior to the date

on which the vote of members authorising the action was taken or the date

on which written consent of members without a meeting was obtained,

excluding any appreciation or depreciation directly or indirectly induced by

the action or its proposal, and that value is binding on the company and the

dissenting shareholder for all purposes; and

(d) the company shall pay to the shareholder the amount in money upon the

surrender by him of the certificates representing his shares.

(10) Shares acquired by the company pursuant to subsection (8) or (9) shall be

cancelled but, if the shares are shares of a surviving company, they shall be available for

re-issue.

(11) The enforcement by a shareholder of his entitlement under this section excludes

the enforcement by the shareholder of a right to which he might otherwise be entitled by

virtue of his holding shares, except that this section does not exclude the right of the

shareholder to institute proceedings to obtain relief on the ground that the action is illegal.

PART X

Continuation

156. Continuation

(1) An entity incorporated as a company or registered as an external company as at

the date of commencement of this Act under the Companies Act, or a company or

comparable juridical entity incorporated under the laws of a jurisdiction outside the State

may, if it complies with section 7, continue as an international business company as

follows—

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(a) the articles of continuation, written in the English language or, if written in a

language other than the English language, accompanied by a certified

translation into the English language, must be approved—

(i) by a majority of the directors or the other persons who are charged

with exercising the powers of the company, or

(ii) in such other manner as may be established by the company for

exercising the powers of the company;

(b) the articles of continuation must be in prescribed form and contain—

(i) the name of the company and the name under which it is being

continued,

(ii) the jurisdiction under which it is incorporated or registered,

(iii) the date on which it was incorporated or registered,

(iv) the information required to be included in the articles of incorporation

under section 14, and

(v) the amendments to its articles and by-laws or their equivalent, that are

to be effective upon the registration of the articles of continuation;

laws of the company, or their equivalent, written in the English language or,

if written in a language other than the English language, accompanied by a

certified translation into the English language, and in the case of a foreign

company, evidence satisfactory to the Registrar that the company is in good

standing, must be filed with the Registrar who, if he is satisfied that the

relevant requirements of this section have been complied with, must retain

and register them in the Register; and

(d) upon the registration of the articles of continuation, the Registrar shall issue

a certificate of continuation under his hand and seal certifying that the

company is incorporated under this Act.

[Chapter 143.]

(2) A company incorporated under the laws of a jurisdiction outside the State may

continue as an international business company even if the laws of the jurisdiction in

which it is incorporated do not expressly permit its continuation or expressly prohibit it.

(3) Notwithstanding any provision of the Companies Act, a company incorporated or

registered as an external company as at the date of commencement of this Act under that

Act may by resolution of the directors, continue as a company under this Act.

[Section 156 amended by Act No. 48 of 2007.]

157. Provisional registration

(1) A company incorporated under the laws of a jurisdiction outside the State that is

permitted under section 156 to continue as an international business company may, after

complying with section 156(1)(a) and (b), file the following documents with the Registrar—

(a) articles of continuation, accompanied by a copy of its articles and by-laws,

or their equivalent, written in the English language or, if written in a

language other than the English language, accompanied by a certified

translation into the English language; and

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(b) a written authorisation designating one or more persons who may give notice

to the Registrar, by telex, telegram, telefax, cable or by registered mail, that

the articles of continuation should become effective.

(2) The Registrar shall not, prior to the receipt of the notice referred to in

subsection (1), permit any person to inspect the documents referred to in subsection (1)

and shall not divulge any information in respect thereof.

(3) Upon receipt of the notice referred to in subsection (1), the Registrar shall, if he is

satisfied that the relevant requirements of this Part have been complied with—

(a) register the documents referred to in subsection (1) in the Register; and

(b) issue a certificate of continuation under his hand and seal certifying that the

company is incorporated under this Act.

(4) For purposes of subsection (3), the Registrar may rely on a notice referred to in

subsection (1) filed, or purported to be filed, by a person named in the written authorisation.

(5) Prior to the registration of the documents referred to in subsection (1), a company

may rescind the written authorisation referred to in subsection (1) by delivering to the

Registrar a written notice of rescission.

(6) If the Registrar does not receive a notice referred to in subsection (1) from a

person named in the written authorisation within one year immediately following the date

on which the documents referred to in subsection (1) were filed with the Registrar, the

articles of continuation are rescinded.

(7) A company entitled to file with the Registrar the documents referred to in

subsection (1) may authorise the Registrar to accept as refiled the documents referred to

in that subsection, before or after the documents previously filed referred to in subsection

(1) have been rescinded.

158. Certificate of continuation

A certificate of continuation issued by the Registrar under section 157 or under section

156 is prima facie evidence of compliance with all requirements of this Act in respect of

continuation.

159. Effect of continuation

(1) From the time of the issue by the Registrar of a certificate of continuation—

(a) the company to which the certificate relates—

(i) is continued as an international business company under the name

designated in the articles of continuation,

(ii) is capable of exercising all powers of an international business

company, and

(iii) is no longer to be treated as a company incorporated or registered

under the Companies Act or the law that applied to it immediately

prior to its continuation;

(b) the articles and by-laws of the company, or their equivalent, as amended by

the articles of continuation, are the articles and by-laws of the company;

the company, continue to be vested in the company; and

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(d) the company continues to be liable for all of its claims, debts, liabilities and

obligations.

[Chapter 143.]

(2) Where a company is continued under this Act—

(a) no conviction, judgement, ruling, order, claim, debt, liability or obligation

due or to become due, and no cause existing, against the company or against

any member, director, officer or agent thereof, is released or impaired by its

continuation as an international business company under this Act; and

(b) no proceedings, whether civil or criminal, pending at the time of the issue by

the Registrar of a certificate of continuation by or against the company, or

against any member, director, officer or agent thereof, are abated or

discontinued by its continuation as an international business company under

this Act, but the proceedings may be enforced, prosecuted, settled or

compromised by or against the company or against the member, director,

officer or agent thereof, as the case may be.

(3) All shares in the company that were outstanding prior to the issue by the Registrar

of a certificate of continuation in respect of the company are deemed to have been issued

in conformity with this Act, but a share that at the time of the issue of the certificate of

continuation was not fully paid, shall be paid up no later than one year immediately

following the date of the issue of the certificate of continuation and until the share is paid

up, the shareholder holding the share remains liable for the amount unpaid on the share.

(4) If, at the time of the issue by the Registrar of a certificate of continuation in

respect of the company, any provisions of the articles and by-laws of the company do not

in any respect accord with this Act—

(a) the provisions of the articles and by-laws continue to govern the company

until the provisions are amended to accord with this Act or for a period of

two years immediately following the date of the issue of the certificate of

continuation, whichever is the sooner;

(b) any provisions of the articles and by-laws of the company that are in any

respect in conflict with this Act cease to govern the company when the

provisions are amended to accord with this Act or after the expiration of a

period of two years after the date of the issue of the certificate of

continuation, whichever is the sooner; and

be necessary to accord with this Act within a period that is not later than two

years immediately following the date of the issue of the certificate of

continuation.

160. Continuation under foreign law

(1) Subject to its articles or by-laws, an international business company may, by a

resolution of directors or of members, continue as a company incorporated under the laws

of a jurisdiction outside the State in the manner provided under those laws.

(2) An international business company proposing to leave the State must file a

certificate of departure signed by the directors and containing the prescribed information

for approval by the Registrar.

(3) A company that—

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(a) has filed a certificate of departure under subsection (2); and

(b) has been continued under the law of a foreign jurisdiction, may apply to the

Registrar for a certificate of discontinuance.

(4) An application under subsection (3) must be accompanied by evidence acceptable to

the Registrar that the company has been continued under the laws of a foreign jurisdiction.

(5) If he is satisfied that—

(a) all fees payable under this Act have been paid;

(b) all returns and notices required to be filed under this Act have been filed; and

the Registrar must issue a certificate of discontinuance in the prescribed form to the

company and strike it off the Register.

(6) A certificate of discontinuance issued under subsection (5) is prima facie evidence

that—

(a) all the requirements of this Act in respect of the continuation of a company

under the laws of a foreign jurisdiction have been complied with; and

(b) the company was discontinued on the date specified in the certificate of

discontinuance.

(7) The Registrar must publish a notice of the discontinuance and striking off in the

Gazette.

(8) Subject to subsection (9), the company ceases to be an international business

company domiciled in the State from the date of the certificate of discontinuance issued

by the Registrar.

(9) An international business company that continues as a company incorporated

under the laws of a jurisdiction outside the State does not cease to be an international

business company unless the laws of the jurisdiction outside the State permit the

continuation and the company has complied with those laws.

(10) Where an international business company is continued under the laws of a

jurisdiction outside the State—

(a) the company continues to be liable for all of its claims, debts, liabilities and

obligations that existed prior to its continuation as a company under the laws

of the jurisdiction outside the State;

(b) no conviction, judgement, ruling, order, claim, debt, liability or obligation

due or to become due, and no cause existing, against the company or against

any member, director, officer or agent thereof, is released or impaired by its

continuation as a company under the laws of the jurisdiction outside the

State; and

company, or against any member, director, officer or agent thereof, are

abated or discontinued by its continuation as a company under the laws of

the jurisdiction outside the State, but the proceedings may be enforced,

prosecuted, settled or compromised by or against the company or against the

member, director, officer or agent thereof, as the case may be.

161. International business company may continue under the Companies Act

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(1) An international business company may continue as a company incorporated

under the Companies Act notwithstanding any contrary provisions of that Act.

(2) Upon the continuation of a company under the Companies Act, the Registrar shall

strike the name of the company off the Register and, with effect from the date of the

company’s continuation it shall cease to be a company registered under this Act.

[Chapter 143.]

PART XI

Winding-Up, Dissolution and Striking-Off

DIVISION 1

Winding-Up and Dissolution

162. Compulsory winding-up and dissolution

An international business company shall begin to wind up and dissolve by a resolution

of directors upon—

(a) the expiration of such time as may be prescribed by its articles or by-laws for

its existence; or

(b) the happening of an event which has been specified in the articles as an

event that shall terminate the existence of the company.

163. Voluntary winding-up and dissolution

(1) An international business company other than a company that has previously

issued shares may voluntarily begin to wind-up, dissolve and appoint a liquidator, by a

resolution of the directors.

(2) Subject to its articles or by-laws, an international business company that has

previously issued shares may voluntarily begin to wind-up and dissolve by a resolution of

members.

164. Powers of directors in winding-up and dissolution

Upon the commencement of a winding up and dissolution under section 162 or 163,

the directors’ powers are limited to—

(a) authorising a liquidator, by a resolution, to carry on the business of the

company if the liquidator determines that to do so is necessary or would be

in the best interests of the creditors or members of the company; and

(b) rescinding the articles of dissolution as permitted under section 168.

165. Appointment and duties of liquidator

(1) If for any reason whatever there is no liquidator acting in the case of a winding-

up, the Court may, on the application of a member, creditor or other interested party

appoint a liquidator or liquidators, and the Court may on due cause being shown remove

any liquidator and appoint another liquidator to act in the matter of a winding-up.

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(2) A liquidator shall, upon his appointment in accordance with this Part and upon the

commencement of a winding-up and dissolution, proceed to—

(a) identify all assets of the company;

(b) identify all creditors of and claimants against the company;

liabilities and obligations of the company;

(d) distribute any surplus assets of the company to the members in accordance

with the articles and by-laws;

(e) prepare or cause to be prepared a statement of account in respect of the

actions and transactions of the liquidator; and

(f) send a copy of the statement of account to all members if so required by the

plan of dissolution required by section 167.

(3) A transfer of all or substantially all of the assets of an international business

company for the benefit of the creditors and members of the company is sufficient to

satisfy the requirements of subsection (2)(c) and (d).

166. Powers of liquidator

(1) In order to perform the duties imposed on him under section 165, a liquidator has

all powers of the company that are not reserved to the members under this Act or in the

articles or by-laws, including, but not limited to, the power to—

(a) take custody of the assets of the company and, in connection therewith, to

his nominee;

(b) sell any assets of the company at public auction or by private sale without

any notice;

(d) borrow money from any person for any purpose that will facilitate the

winding-up and dissolution of the company and to pledge or mortgage any

property of the company as security for any such borrowing;

(e) negotiate, compromise and settle any claim, debt, liability or obligation of

the company;

(f) prosecute and defend, in the name of the company or in the name of the

liquidator or otherwise, any action or other legal proceedings;

(g) retain lawyers, solicitors, accountants and other advisers and appoint agents;

(h) carry on the business of the company, if the liquidator has received

authorisation to do so in the plan of liquidation or by a resolution of directors

permitted under section 164, as the liquidator may determine to be necessary

or to be in the best interests of the creditors or members of the company;

(i) execute any contract, agreement or other instrument in the name of the

company or name of the liquidator; and

(j) make any distribution in money or in other property or partly in each, and if

in other property, to allot the property, or an undivided interest therein, in

equal or unequal proportions.

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(2) Notwithstanding subsection (1)(h), a liquidator shall not, without the permission

of the Court, carry on for a period in excess of two years the business of a company that

is being wound up and dissolved under this Act.

167. Procedure on winding-up and dissolution

(1) The directors of an international business company required under section 162 or

proposing under section 163 to wind-up and dissolve the company must approve a plan of

dissolution containing—

(a) a statement of the reasons for the winding-up and dissolving;

(b) a statement that the company is, and will continue to be, able to discharge or

pay or provide for the payment of all claims, debts, liabilities and obligations

in full;

dissolution are registered by the Registrar or on such date subsequent

thereto, not exceeding thirty days, as is stated in the articles of dissolution;

(d) a statement of the estimated time required to wind-up and dissolve the

company;

(e) a statement as to whether the liquidator is authorised to carry on the business

of the company if the liquidator determines that to do so would be necessary

or in the best interests of the creditors or members of the company;

(f) a statement of the name and address of each person to be appointed a

liquidator and the remuneration proposed to be paid to each liquidator; and

(g) a statement as to whether the liquidator is required to send to all members a

statement of account prepared or caused to be prepared by the liquidator in

respect of his actions or transactions.

(2) If a winding-up and dissolution is being effected in a case where section 163(2) is

applicable—

(a) the plan of dissolution must be authorised by a resolution of members, and

the holders of the outstanding shares of a class or series of shares are entitled

to vote on the plan of dissolution as a class or series only if the articles or by-

laws so provide;

(b) if a meeting of members is to be held, notice of the meeting, accompanied by

a copy of the plan of dissolution, must be given to each member, whether or

not entitled to vote on the plan of dissolution; and

of dissolution must be given to each member, whether or not entitled to

consent to the plan of dissolution.

(3) After approval of the plan of dissolution by the directors and, if required, by the

members in accordance with subsection (2), articles of dissolution must be executed by

the company and must contain—

(a) the plan of dissolution; and

(b) the manner in which the plan of dissolution was authorised.

(4) Articles of dissolution in prescribed form must be filed with the Registrar who, if

he is satisfied that the relevant requirements of this Act have been complied with, must

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retain and register them in the Register and within thirty days immediately following the

date on which the articles of dissolution are registered by the Registrar, the company must

cause to be published, in the Gazette, a notice stating—

(a) that the company is in dissolution;

(b) the date of commencement of the dissolution; and

(5) A winding-up and dissolution commences on the date the articles of dissolution

are registered by the Registrar or on such date subsequent thereto, not exceeding thirty

days, as is stated in the articles of dissolution.

(6) A liquidator shall, upon completion of a winding-up and dissolution, file with the

Registrar a statement that the winding-up and dissolution has been completed and, if he is

satisfied that the requirements of this Act in respect of winding-up and dissolution have

been complied with, upon receiving the notice, the Registrar shall—

(a) strike the company off the Register; and

(b) issue a certificate of dissolution under his hand and seal certifying that the

company has been dissolved.

(7) Where the Registrar issues a certificate of dissolution under his hand and seal

certifying that the company has been dissolved—

(a) the certificate is prima facie evidence of compliance with all requirements of

this Act in respect of dissolution; and

(b) the dissolution of the company is effective from the date of the issue of the

certificate.

(8) Immediately following the issue by the Registrar of a certificate of dissolution

under subsection (6), the liquidator shall cause to be published in the Gazette, in a

publication of general circulation in the State and in a publication of general circulation in

the country or place where the company has its principal office, a notice that the company

has been dissolved and has been struck off the Register.

(9) An international business company that contravenes subsection (4) commits an

offence and is liable as specified in the Schedule.

168. Rescission of winding-up and dissolution

(1) In the case of a winding-up and dissolution permitted under section 163, an

international business company may, prior to filing with the Registrar a notice specified

in section 167(6), rescind the articles of dissolution by—

(a) a resolution of directors in the case of a winding-up and dissolution under

section 163(1); or

(b) a resolution of members in the case of a winding-up and dissolution under

section 163(2).

(2) A copy of a resolution referred to in subsection (1) must be filed with the

Registrar who must retain and register it in the Register.

(3) Within thirty days immediately following the date on which the resolution

referred to in subsection (1) has been filed with the Registrar, the company must cause a

notice stating that the company has rescinded its intention to wind-up and dissolve to be

published in the Gazette, in a publication of general circulation in the State and in a

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publication of general circulation in the country or place where the company has its

principal office.

169. International business company unable to pay its claims

(1) Where—

(a) the directors or, as the case may be, members of an international business

company that is required under section 162 or permitted under section 163 to

wind-up and dissolve, at the time of the passing of the resolution to wind-up

and dissolve the company, have reason to believe that the company will not

be able to pay or provide for the payment of or discharge all claims, debts,

liabilities and obligations of the company in full; or

(b) the liquidator after his appointment has reason so to believe,

then, the directors, the members or the liquidator, as the case may be, shall immediately

give notice of the fact to the Registrar.

(2) Where a notice has been given to the Registrar under subsection (1), all winding-

up and dissolution proceedings after the notice has been given shall be in accordance with

the provisions of the Companies Act or any other relevant Act relating to winding-up and

dissolution and those provisions shall apply with appropriate modifications as the

circumstances require to the winding-up and dissolution of the company.

[Chapter 143.]

(3) A person who contravenes subsection (1) commits an offence and is liable as

specified in the Schedule.

170. Liquidation and dissolution by the Court

(1) An order for the liquidation and dissolution of an international business company

may be made by the Court if—

(a) the company carries on business in breach of section 7 of this Act;

(b) the company carries on business without having a member;

(d) the company is unable to pay its debts; or

(e) the Court considers that it would be just and equitable for the company to be

liquidated and dissolved.

(2) An application to the Court for an order under subsection (1) may be made by the

Registrar or, if the application is made under subsection (1)(d) or (e), by any interested

person.

(3) Where the Court makes an order under this section, the provisions of the

Companies Act or any other relevant Act, as the case may be, shall apply as if the

international business company was a company being liquidated and dissolved by the

Court under the appropriate Act.

[Chapter 143.]

171. Receivers and managers

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The provisions of the Companies Act relating to receivers and managers govern with

appropriate changes as the circumstances require the appointment, duties, powers and

liabilities of receivers and managers of the assets of any international business company.

[Chapter 143.]

DIVISION 2

Striking-Off

172. Striking-off

(1) If an international business company—

(a) fails to file with the Registrar any, notice or document required to be filed

under this Act;

(b) fails to pay any fee or penalty required to be paid under this Act or under any

regulations made under this Act;

(d) authorises in writing that its registered agent procures its striking-off,

the Registrar may strike the company off the Register.

(2) Where the Registrar intends to strike an international business company off the

of his intention and give the company a reasonable opportunity to show cause why it

should not be struck off the Register.

(3) After the expiration of time mentioned in the notice the Registrar may, unless

cause to the contrary has been shown by the company, strike the company off the

off and dissolution of a company under this section in the Gazette.

(4) The striking of a company off the Register and its dissolution is effective from the

date of its removal from the Register, notice of which shall be published in the Gazette.

173. Appeal

(1) Any person who is aggrieved by the striking off of an international business

company from the Register under section 172 may, within ninety days of the date of the

notice published in the Gazette, appeal to a Judge in Chambers.

(2) Notice of an appeal to the Judge in Chambers under subsection (1) must be served

on the Registrar who shall be entitled to appear and be heard at the hearing of the appeal.

(3) An appeal against the decision of the Registrar shall not operate as a suspension of

that decision.

174. Restoration of name to register

(1) Where the name of an international business company has been struck off the

application in the prescribed form and payment of the prescribed fee, and any outstanding

fees, restore the international business company to the Register and issue a certificate of

restoration in the prescribed form.

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(2) The company or a creditor, member or liquidator of the company may, within

ninety days, appeal to the Court from a refusal of the Registrar to restore the company to

the Register and, if the Court is satisfied that it would be just for the company to be

restored to the Register, the Court may direct the Registrar to do so upon such terms and

conditions as it may consider appropriate.

(3) Notice of an appeal to the Court under subsection (2) must be served on the

Registrar who shall be entitled to appear and be heard at the hearing of the appeal.

175. Effect of striking-off

(1) Where an international business company has been struck off the Register, neither

the company nor any director, member, liquidator or receiver of the company, may—

(a) commence legal proceedings, carry on any business or in any way deal with

the assets of the company;

(b) defend any legal proceedings commenced after the date the company is

struck off the Register, make any claim or claim any right for, or in the name

of, the company; or

(2) Notwithstanding subsection (1), where an international business company has

been struck off the Register, the company or a director, member, liquidator or receiver of

the company, may—

(a) make application for restoration of the name of the company to the Register;

(b) continue to defend proceedings that were commenced against the company

prior to the date of the striking off; and

company prior to the date of striking off.

(3) The fact that an international business company is struck off the Register does not

prevent—

(a) the company from incurring liabilities;

(b) any creditor from making a claim against the company and pursuing the

claim through to judgement or execution; or

section 176.

176. Appointment of official liquidator

The Court may appoint a person to be the official liquidator in respect of an

international business company—

(a) where that company has been struck off the Register; or

(b) where the Court makes a cell liquidation order under section 129(4).

177. Duties of official liquidator

(1) The duties of an official liquidator appointed under section 176 are limited to—

(a) identifying and taking possession of all assets of the company;

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(b) calling for claims by advertisement in the Gazette and in such other manner

as he deems appropriate, requiring all claims to be submitted to him within a

period of not less than ninety days immediately following the date of the

advertisement; and

(i) in satisfaction of all outstanding fees, licence fees and penalties due to

the Registrar, and

(ii) in satisfaction pari passu of all other claims admitted by the official

liquidator.

(2) In order to perform the duties with which he is charged under subsection (1), the

official liquidator may exercise such powers as the Court considers reasonable to confer

on him.

(3) The official liquidator may require such proof as he considers necessary to

substantiate any claim submitted to him and he may admit, reject or settle claims on the

basis of the evidence submitted to him.

(4) When the official liquidator has completed his duties, he shall file with the

Registrar a written report of his conduct of the liquidation proceedings.

(5) The official liquidator is entitled to such remuneration out of the assets of the

company for his services as the Court approves.

(6) No liability attaches to an official liquidator—

(a) to account to creditors of the company who have not submitted claims within

the time allowed by him; or

(b) for any failure to locate any assets of the company after having used best

endeavours to do so.

DIVISION 3

Property of Dissolved Company

178. Property vested in Authority

(1) Subject to section 175, any property of an international business company that has

not been disposed of at the date of the company’s dissolution vests in the Authority.

(2) When an international business company is restored to the Register under

section 174, any property (other than money) that was vested in the Authority under

subsection (1) on the dissolution of the company and that has not been disposed of must

be returned to the company upon its restoration to the Register.

179. Disclaimer of property by Authority

(1) In this section, “onerous property” means—

(a) an unprofitable contract; or

(b) property of the company that is unsaleable, or not readily saleable, or that

may give rise to a liability to pay money or perform an onerous act.

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(2) Subject to subsection (3), the Authority may, by notice in writing published in the

Gazette, disclaim its title to onerous property which vests under section 178.

(3) A statement in a notice disclaiming property under this section that the vesting of

the property in the Authority first came to the notice of the Authority on a specified date

shall, in the absence of proof to the contrary, be evidence of the fact stated.

(4) Unless the Court, on the application of the Authority, orders otherwise, the

Authority is not entitled to disclaim property unless the property is disclaimed—

(a) within twelve months of the date upon which the vesting of the property

under section 178 came to the notice of the Authority; or

(b) if any person interested in the property gives notice in writing to the

Authority requiring the Authority to decide whether it will or will not

disclaim the property, within three months of the date upon which he

received the notice,

whichever occurs first.

(5) Property disclaimed by the Authority under this section is deemed not to have

vested in the Authority under section 178.

(6) A disclaimer under this section—

(a) operates so as to determine, with effect from immediately prior to the

dissolution of the company, the rights, interests and liabilities of the

company in or in respect of the property disclaimed; and

(b) does not, except so far as is necessary to release the company from liability,

affect the rights or liabilities of any other person.

(7) A person suffering loss or damage as a result of a disclaimer under this section—

(a) shall be treated as a creditor of the company for the amount of the loss or

damage, taking into account the effect of any order made by the Court under

subsection (8); and

(b) may apply to the Court for an order that the disclaimed property be delivered

to or vested in that person.

(8) The Court may, on an application made under subsection (7)(b), make an order

under that subsection if it is satisfied that it is just for the disclaimed property to be

delivered to or vested in the applicant.

PART XII

Exemptions from Taxes and Duties

180. Exemptions from taxes, duties and registration charges on documents

(1) Notwithstanding any provisions of the Income Tax Act an international business

company which complies with the provisions of section 7(1) shall not be subject to any

corporate tax, income tax, withholding tax, capital gains tax or other like taxes based

upon or measured by assets or income originating outside the State or in connection with

matters of company administration which may occur in the State.

[Chapter 435.]

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(2) Notwithstanding subsection (1) an international business company which

complies with the provisions of section 7(1) may irrevocably elect in its articles filed with

the Registrar upon its incorporation or continuation, to be liable to income tax at a rate of

one per cent on its annual gains and profits.

(3) An international business company which exercises the election under

subsection (2) shall also be subject to sections 149 and 154 of the Companies Act and to

the Income Tax Act.

[Chapter 143, Chapter 435.]

(4) For purposes of this section, no company shall be considered as making its goods

or services available to residents in its ordinary course of business solely because it

engages in one or more of the following activities—

(a) maintaining bank accounts in the State;

(b) holding meetings of directors or shareholders in the State;

(d) maintaining an administrative or managerial office in the State with respect

to assets or activities outside the State;

(e) maintaining a registered agent in the State;

(f) investing in entities incorporated, established or doing business in the State

or being a partner in a partnership existing under the laws of the State or a

beneficiary of a trust or estate which has the State as its situs.

(5) No estate, inheritance, succession or gift tax is payable by persons who are not

persons resident or domiciled in the State with respect to any shares, debt obligations or

other securities of an international business company.

(6) Notwithstanding any provisions of the Stamp Act to the contrary, the following

are exempt from the payment of stamp duty in respect of an international business

company that complies with the provisions of section 7(1)—

(a) any instrument relating to a transfer of property other than real property

situate in the State to or by an international business company;

(b) any instrument relating to transactions in respect of the shares, debt

obligations or other securities of a company incorporated under this Act;

international business company; and

(d) any instrument relating to the legalisation of any document pertaining to an

international business company.

[Chapter 440.]

(7) Notwithstanding any contrary provisions of the Customs and Duties Act, an

international business company shall be exempt from import duties pertaining to the

importation into the State of any office furniture or equipment necessary for conducting

its business.

(8) An international business company shall, upon its incorporation or continuation, at

no additional costs to the company, receive from the Registrar, the following certificates

as appropriate—

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(a) in the case of every international business company, a certificate confirming

that the company shall be totally exempt from the import duties specified in

this section;

(b) in the case of an international business company that has not made the

election under subsection (2), a certificate confirming that the company shall

be totally exempt from all taxes specified in this section.

(9) Nothing in this section shall exempt an international business company from fees

or increases in fees charged under or pursuant to this Act or from any taxes arising by

virtue of the company owning real property situate in the State.

181. Exemption for dividends and distributions

Any dividend or distribution by an international business company to persons who are

not residents shall be exempt from any tax or withholding provisions otherwise applicable

under the laws of the State.

PART XIII

Administration and Miscellaneous

182. Registrar of international business companies

(1) The Authority—

(a) shall appoint a suitably experienced person to be Registrar of International

Business Companies; and

(b) may appoint one or more Deputy Registrars of International Business

Companies and one or more Assistant Registrars of International Business

Companies,

on such terms and conditions as it considers appropriate.

(2) The Registrar and any Deputy and Assistant Registrars are employees of the

Authority.

(3) Subject to the control of the Authority, the Registrar is responsible for the

administration of this Act.

(4) Subject to the control of the Registrar, a Deputy Registrar and an Assistant

Registrar have and may exercise the powers, duties and functions of the Registrar and the

fact that a Deputy or Assistant Registrar exercises those powers, duties and functions is

conclusive evidence of his authority to do so.

183. Registers

(1) The Registrar shall maintain—

(a) a Register of Companies in respect of companies incorporated or continued

under this Act;

(b) a Register of Charges in respect of charges registered under Part VIII.

(2) The Registers maintained by the Registrar and the information contained in any

document filed may be kept in such manner as the Registrar considers fit including, either

wholly or partly, by means of a device or facility—

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(a) that records or stores information magnetically, electronically or by other

means; and

(b) that permits the information recorded or stored to be inspected and

reproduced in legible and usable form.

(3) The Regulations may provide for the keeping of Registers by the Registrar in

electronic form, the filing of documents in both paper and electronic form, including the

approval by the Registrar of systems and the inspection of Registers kept in electronic

form.

(4) The Registrar—

(a) shall retain every qualifying document filed; and

(b) shall not retain any document filed that is not a qualifying document.

(5) For the purposes of subsection (4), a document is a qualifying document if—

(a) the Act or the Regulations, or another enactment, require or expressly permit

the document to be filed; and

(b) the document complies with the requirements of, and is filed in accordance

with, the Act, the Regulations or the other enactment that requires or permits

the document to be filed.

184. Optional registration of registers of members and directors

(1) An international business company—

(a) may elect to register details of its directors; and

(b) may elect to register details of its members,

with the Registrar.

(2) Notice of an election under subsection (1) must be filed with the Registrar in the

prescribed form and shall be accompanied by a notice—

(a) in the case of an election made under subsection (1)(a), setting out a list of

its current directors; or

(b) in the case of an election made under subsection (1)(b), setting out a list of

its current members,

in each case containing the information in the form prescribed.

(3) Upon receipt of a notice of an election made under subsection (1), the Registrar

must enter into a Register of Members and a Register of Directors—

(a) the election made by the company; and

(b) the details of the directors or members of the company, as appropriate, as set

out in the list accompanying the notice.

(4) The election takes effect from the date that the notice is filed with the Registrar.

(5) A company that has made an election under subsection (1) must, within fourteen

days of—

(a) any change in its directors or its members, as the case may be; or

(b) any change in the information last provided to the Registrar in respect of any

director or members, as the case may be,

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file a notice of a change of registered particulars with the Registrar in the prescribed

form, and the Registrar shall enter the changed particulars into the Register of Directors

and Register of Members.

(6) A company may, by filing a notice with the Registrar in the prescribed form,

cancel an election made under subsection (1).

(7) Upon receipt of a notice filed under subsection (6), the Registrar must enter the

cancellation of the election in the Register of Members and the Register of Directors.

(8) The obligation of a company to file a notice of change of registered particulars

ceases in respect of changes that occur after the date that the cancellation of the

company’s election is entered in the Register of Members and the Register of Directors

pursuant to subsection (7).

(9) An international business company may not—

(a) assert against any other persons that a person entered in the Register of

Directors and the Register of Members under a notice it has filed under

subsection (2) or (5) is not or, at the relevant time, was not a director of or

member in the company, as the case may be; or

(b) rely on a change of particulars that, in breach of this section, it failed to file

notice of with the Registrar.

(10) An international business company that contravenes subsection (5) commits an

offence.

185. Inspection of Registers

(1) Unless otherwise provided in this Act, a person may—

(a) upon showing a proper purpose, inspect the Register kept by the Registrar

pursuant to this Act;

(b) require a certificate of incorporation, merger, consolidation, arrangement,

continuation, dissolution or good standing of a company incorporated or

continued under this Act, or a copy or an extract of any such document of

which he has custody, to be certified by the Registrar; and

information available to it concerning a company incorporated or continued

under this Act as the Registrar and the Authority may think fit to provide.

(2) A document or a copy or an extract of any document or any part of a document

certified by the Registrar under subsection (1) is admissible in evidence in any

proceedings as if it were the original document.

186. Approval of certificates and other documents by the Registrar

(1) The Registrar may approve the content and form of certificates or other

documents required or permitted to be issued by him under this Act.

(2) The Registrar shall publish all certificates or other documents approved by him

under subsection (1) in the Gazette.

(3) The Registrar may not approve forms of certificates or other documents under this

section if forms of such documents have been prescribed in Regulations made under

section 198.

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187. Certificate of good standing

(1) The Registrar shall, upon request by any person, issue a certificate of good

standing under his hand and seal certifying that an international business company is of

good standing if he is satisfied that—

(a) the company is on the Register; and

(b) the company—

(i) has paid all fees and penalties due and payable under this Act, and

(ii) is not otherwise in breach of this Act.

(2) The certificate of good standing issued under subsection (1) shall contain a

statement as to whether—

(a) the company has filed with the Registrar articles of merger or consolidation

that have not yet become effective;

(b) the company has filed with the Registrar articles of arrangement that have

not yet become effective;

(d) any proceedings to strike the name of the company off the Register have

been instituted.

188. Reports

(1) A person who makes or assists in making a report, return, notice or other

document—

(a) that is required by this Act or the Regulations to be filed with the Registrar

or to be sent to any other person; and

(b) that—

(i) contains an untrue statement of a material fact, or

(ii) omits to state a material fact required in the report, return, notice or

other document, or necessary to make a statement contained therein

not misleading in the light of the circumstances in which it was made,

commits an offence.

(2) A person does not commit an offence under subsection (1) if the making of the

untrue statement or the omission of the material fact was unknown to him and with the

exercise of reasonable diligence could not have been known to him.

189. Punishment of offences

(1) A person who commits an offence set out in Column 1 of the Schedule is liable on

summary conviction to the penalty set out in Column 3 thereof and where specified, to

the daily default fine, if any, set out opposite the offence in Column 4 of the Schedule for

each day during which the default continues.

(2) Where an offence set out in Column 1 of the Schedule is committed by a body

corporate, a director of officer who authorised, permitted or acquiesced in the

commission of the offence also commits an offence punishable in accordance with

subsection (1).

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(3) The Proceeds of Crime and Money Laundering (Prevention) Act applies to an

offence that is set out in Column 1 of the Schedule.

[Chapter 181.]

190. Administrative fines

Every person who is guilty of an offence under this Act or the Regulations is, if no

punishment is provided for that offence elsewhere in this Act, liable to an administrative

fine payable to the Accountant-General which shall be paid into the Consolidated Fund.

191. Order to comply

When a person is convicted of an offence under this Act or the Regulations, the Court

may in addition to any punishment it may impose, order that person to comply with the

provision of this Act or the Regulations for the contravention of which he has been

convicted.

192. Recovery of penalties

Any fee or penalty payable under this Act or the Regulations that remains unpaid for

thirty days immediately following the date on which demand for payment is made by the

Registrar is recoverable at the instance of the Attorney-General before a Court in civil

proceedings as a debt due to the Authority notwithstanding the amount sought to be

recovered.

193. Company struck off register liable for fees and penalties

An international business company continues to be liable for all fees, licence fees and

penalties payable under this Act notwithstanding that the company has been struck off the

against the assets of the company.

194. Fees and penalties to be paid into the Consolidated Fund

(1) All fees and penalties to be paid under this Act or the Regulations shall be paid

into the Consolidated Fund.

(2) Unless this Act or the Regulations provide otherwise, the registered agent is the

only person authorised to pay a fee to the Registrar under this section, and the Registrar

shall not accept a fee paid by any other person.

195. Fees payable to Registrar

(1) The Registrar may refuse to take any action required of him under this Act for

which a fee is prescribed until all fees have been paid.

(2) The Registrar may refuse to continue under this Act a company incorporated

under the Companies Act until the fees prescribed as payable by the company under the

Companies Act have been paid.

[Chapter 143.]

196. Confidentiality

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(1) In this Act—

“business of a professional nature” includes the relationship between a

professional person and his principal, by whatever tern the latter may be prescribed,

and also the relationship between a person conducting banking business and its

customer;

“confidential information” includes information concerning any property, or

relating to any business of a professional nature or commercial transaction which has

taken place, or which any party concerned contemplates may take place, which the

recipient thereof is not, otherwise than in the normal course of business or professional

practice authorised by the principal to divulge;

“entitled to possession of confidential information” means so entitled, in the

normal course of business or professional practice or by the specific consent of the

party who but for the giving of such consent, would be entitled to require the

preservation of the confidentiality of that information;

“normal course of business or professional practice” means the ordinary and

necessary routine involved in the efficient carrying out of the instructions of a

principal including compliance with such laws and legal processes as arises out of or

in connection therewith and the routine exchange of information between professional

persons;

“principal” means a person who has imparted to another person confidential

information in the course of his business or professional relationship with that other

person, and includes a customer or a bank in relation to his business transactions with

that bank;

“professional person” includes a registered agent, an accountant, a lawyer (or

other legal practitioner by whatever name called), a broker or other kind of

commercial agent or adviser, a bank or other financial institution, any public officer or

other government official or employee, and such other persons as may be prescribed

as being professional persons for the purposes of this Act and whether or not any such

person was licensed or authorised, under any law for the time being in force, to act in

that capacity; and also includes any person subordinate to or in the employment or

under the control of any such person for the purpose of his professional activities;

“property” includes every present, contingent or future interest or claim, direct or

indirect, legal or equitable, positive or negative, in any money or money’s worth, real

or personal, moveable or immovable, rights, charges and securities thereover and all

documents and things evidencing or relating thereto.

(2) Subject to the provisions of subsection (3) and the Privacy Act, this Act shall

apply to all confidential information with respect to business of a professional nature

pertaining to an international business company or an international trust or unit trust to

which section 36 applies, where such business arises in or is brought into the State, and to

all persons who come into possession of such information at anytime thereafter, whether

within or without the State.

[Chapter 162.]

(3) This Act shall not apply to confidential information given to or received by—

(a) any professional person acting in the normal course of business or

professional practice or with the consent, express or implied, of the

relevant principal;

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(b) any person in the course of the taking or giving of evidence, whether within

or without the State, for the purpose of or in the course of the trial or any

person in respect of an alleged criminal offence triable within the State or

which would have been triable if it had been committed within the State;

State, investigating any criminal offence alleged to have been committed

within the State or which, if it had been committed within the State, would

have been a criminal offence under the law of the State, or where acting in

response to a request for mutual legal assistance on the direction of the

Attorney-General;

(d) the Authority or the Financial Intelligence Unit, including circumstances

where acting on behalf of a counterpart institution in a foreign jurisdiction

investigating an actual or suspected criminal offence;

(e) any person exercising powers of examination or investigation under any of

the provisions of this Act; or

(f) a public authority to which the Freedom of Information Act applies.

[Chapter 367.]

(4) Subject to the provisions of subsection (3) any person who—

(a) being in possession of confidential information, however obtained—

(i) divulges it to any person not entitled to possession thereof, or

(ii) attempts, offers or threatens to divulge it to any person not entitled to

possession thereof;

(b) obtains or attempts to obtain confidential information to which he is not

entitled, shall be guilty of an offence.

(5) It shall be a defence for a person charged with an offence under subsection (6) if

he proves to the satisfaction of the court that, at the time when he divulged, attempted,

offered or threatened to divulge or obtained or attempted to obtain (as the case may be),

the confidential information in question, he did not know and did not have reasonable

grounds to suspect that so doing would be a breach of an express or implied duty to

preserve confidentiality or would be contrary to the provisions of this Act.

(6) Notwithstanding any provision to the contrary in any other enactment, any person

who, being in possession of information which he knows or has reason to suppose is

confidential information, makes use thereof, without the consent of the principal, for the

benefit of himself or any other person, shall be guilty of an offence.

197. Declaration by Court/Judge in Chambers

(1) For the purposes of determining matters relating to title and jurisdiction but not

for the purposes of taxation, the situs of the ownership of shares, debt obligations or other

securities of an inter-national business company is in the State.

(2) A Judge of the Court may exercise in Chambers any jurisdiction that is vested in

the Court by this Act and in the exercise of that jurisdiction, the Judge may award such

costs as he thinks fit.

198. Regulations

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The Minister may make Regulations as are required for the better administration of

this Act and in particular for—

(a) prescribing any matter required or authorised by this Act to be prescribed;

(b) requiring the payment of a fee in respect of the filing, examination or copy

of any documents or in respect of any action that the Registrar is required or

authorised to take under this Act and prescribing the amount thereof;

with the Registrar or to be taken by him.

199. Limitation

A prosecution for an offence under this Act or the Regulations shall be instituted

within two years from the time when the subject-matter of the prosecution arose.

200. Transitional

(1) All international business companies incorporated or continued under the

International Business Companies Act, 1996, and in good standing immediately prior to

the coming into force of this Act shall without any further action on the part of such

company, be deemed to be incorporated or continued under this Act.

[Chapter 148.]

(2) International business companies not in good standing immediately prior to the

coming into force of this Act shall, in order to be restored to good standing, file articles of

continuation with the Registrar and pay all arrears of fees and penalties then due thereto.

Schedule

[Section 189.]

Offences and Penalties

COLUMN 1 COLUMN2 COLUMN 3 COLUMN 4

Section of Act

creating Offence General nature of offence

Penalty

(U.S. $)

Daily Fine

(U.S. $)

7(3) International business company failing to

comply with requirements

10,000

10(5) International business using name that has been

changed by the Registrar

10,000

16(4) International business company failing to file

articles of amendment with Registrar

n/a 10

29(4) Unauthorised issue of, or conversion to or

exchange for bearer share by an international

business company

10,000

29(4) Unauthorised issue of, or conversion to or

exchange for bearer share by segregated cell

company

20,000

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30(10) Failure to notify Registrar of companies, failing

or refusing to comply with immobilisation

provisions

10,000

47(2) International business company making an

unlawful distribution

50,000

68(7) Person acting as registered agent without being

holder of a relevant licence

20,000

69(4) Registered agent failing to notify Registrar on

ceasing to act as registered agent to a company

10,000

86(2) Disqualified person acting as director of an

international business company

2,000

113(3) 115(5) Segregated cell company creating segregated

cell without obtaining prior written approval of

Authority

20,000

139(4) International business company failing to keep

5,000

167(9) International business company failing to file

and cause to be published notice of dissolution

10,000

169(3) Failing to notify Registrar of international

business company unable to pay its claims

10,000

184(10) International business company failing to file

notice of change of registered particulars

5,000

188(1) Person making or assisting in making untrue

statement or material omission in report, etc.

2,000

196(4) Person divulging or obtaining confidential

information

2,000

196(6) Person using confidential information without

consent of principal

2,000

CHAPTER 149

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

SUBSIDIARY LEGISLATION

List of Subsidiary Legislation

1. Saint Vincent and the Grenadines International Business Companies Regulations

2. Guidance Note

Saint Vincent and the Grenadines International Business Companies Regulations

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SRO 6 of 2008

ARRANGEMENT OF REGULATIONS

PART I

Preliminary Provisions

1. Citation.

2. Repeal of SRO 33 of 1996.

3. Interpretation.

PART II

International Business Companies Generally

4. Words in company names requiring approval.

5. Prescribed forms.

6. Reservation of a company name.

7. Incorporation/Registration/Continuation of Company.

8. Registration of Articles, etc.

9. Amendment of Articles.

10. Certificate of Immobilisation of Bearer Shares.

11. Change of registered office or registered agent or both.

12. Election to register charges.

13. Registration of charges.

14. Variation of charge.

15. Cessation of charge.

16. Articles of Merger of parent and subsidiary company and

Certificate of Merger, etc.

17. Articles of Merger and Certificate of Merger.

18. Articles of Continuation.

19. Departure and discontinuance.

20. Dissolution of international business company.

21. Restoration of international business company to register.

22. Certificate of Exemption from Duties and Taxes.

23. Election to register directors and/or members, etc.

24. Certificate of Good Standing.

25. Duplicates, permissive registration and non-payment of annual fee.

26. Fees and penalties.

PART III

Segregated Cell Companies (“SCC”)

27. Application for approval to incorporate or register.

28. Instrument of appointment of functionaries to SCC.

29. Audit of financial statements.

First Schedule Prescribed Words and Expressions

Second Schedule Prescribed Forms

Third Schedule Fees and Penalties

Fourth Schedule Segregated Cell Companies

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SAINT VINCENT AND THE GRENADINES INTERNATIONAL BUSINESS

COMPANIES REGULATIONS

In exercise of the powers conferred by sections 136 and 198 of the Saint Vincent and

the Grenadines International Business Companies (Amendment and

Consolidation) Act, 2007, the Minister makes the following Regulations.

[SRO 6 of 2008.]

[Date of commencement: 22nd February, 2008.]

PART I

Preliminary Provisions

1. Citation

These Regulations may be cited as the Saint Vincent and the Grenadines International

Business Companies Regulations, 2008.

2. Repeal of SRO 33 of 1996

The International Business Companies Regulations, 1996, are hereby repealed.

3. Interpretation

In these Regulations—

“Act” means the International Business Companies (Amendment and

Consolidation) Act, 2007;

[Chapter 149.]

“Authority” means the Authority as defined in the Act;

“dollar” or “$” means a dollar in the currency of the United States of America;

“functionary” means—

(a) in the case of a mutual fund SCC, the manager. administrator, investment

advisor, custodian or any other person approved by the Authority;

(b) in the case of an insurance company SCC, a manager, broker, agent, actuary,

or any other person approved by the Authority;

“insurance company” means an insurer licensed under the International Insurance

(Amendment and Consolidation) Act, 1998;

“insurance company SCC” means a segregated cell company that is an insurance

company;

“mutual fund” means a company that is recognised as an accredited or a private

fund, or that is registered as a public fund, under the Mutual Funds (Amendment) Act,

1998;

“mutual fund SCC” means a segregated cell company that is a mutual fund.

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PART II

International Business Companies Generally

4. Words in company names requiring approval

The words and expressions set out in the First Schedule are prescribed as words and

expressions that require the approval of the Registrar before they can be used in the name

of an international business company.

5. Prescribed forms

The forms set out in the Second Schedule are prescribed for use in the matters to

which they relate.

6. Reservation of a company name

(1) An individual with a bona fide intention to use a name for incorporation or

continuation of an international business company under the Act shall submit to the

Registrar in duplicate a completed version of Form 2 prescribed in the Second Schedule

for each company name being reserved pursuant to section 11(1) of the Act.

(2) No fee is payable under this regulation in respect of a period of seventy two hours

and under but thereafter a fee is payable and shall be as prescribed in the Third Schedule.

(3) Name reservations may be renewed by the submission of a new Form 2 together

with the prescribed fee in the Third Schedule.

(4) Where the completed Form 2 is accepted, the Register shall deliver to the

applicant a certified copy of the approved Form 2 under his hand and seal.

7. Incorporation/Registration/Continuation of Company

Where Articles are required to be filed by an international business company, such

articles in prescribed form (as set out in the Second Schedule in other words Form 3,

Form 4, Form 14, Form 16 or Form 17 as appropriate) shall be submitted to the Registrar

in duplicate together with the fee prescribed in the Third Schedule and where appropriate,

the applicant shall also attach two copies of the approved Form 2 granted under

regulation 6(4).

8. Registration of Articles, etc.

The Registrar shall register the Articles of an international business company in the

regulation 7 and shall deliver to the registered agent—

(a) a Certificate of Incorporation (Form 1); or

(b) a Certificate of Continuation, Registration, Merger or as appropriate; and

the Articles; and

(d) a Certificate of Exemption from Import Duties in the prescribed form,

pursuant to section 180(8)(a) of the Act; and

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(e) where appropriate, a Certificate of Exemption from Direct Taxes in the

prescribed form, pursuant to section 180(8)(b) of the Act.

9. Amendment of Articles

(1) An international business company shall in order to amend its Articles whether

pursuant to section 1, 156 or 167 of the Act or otherwise, submit to the Registrar in

duplicate, amended Articles (Form 3, Form 14, Form 16, Form 17 or Form 21 as

appropriate) together with Articles of Amendment (Form 4) and the fee prescribed in the

Third Schedule.

(2) The Registrar shall, on the receipt and acceptance of the duly amended Articles

and the appropriate fee, register the amended Articles.

10. Certificate of Immobilisation of Bearer Shares

A registered agent of an international business company that has issued bearer shares

shall (as and when requested to do so by the legal owner of the shares) deliver to the legal

owner of such bearer shares a Certificate of Immobilisation in prescribed form in respect

of bearer shares held by the registered agent as custodian pursuant to section 30 of the

Act.

11. Change of registered office or registered agent or both

(1) An international business company shall, in order to change its registered office

under section 67 or its registered agent under section 68 of the Act, or both, submit to the

Registrar in duplicate a completed version of Form 6 prescribed in the Second Schedule

together with the fee prescribed in the Third Schedule.

(2) The Registrar shall upon receipt and acceptance of the duly completed Form 6 and

the appropriate fee, register the change of registered office or registered agent, or both, in

the Register.

12. Election to register charges

An international business company that elects to register charges (in general) shall, at

the time of such election, submit to the Registrar in duplicate a completed version of

Form 7 together with the fee prescribed in the Third Schedule.

13. Registration of charges

(1) An international business company that elects to register a charge shall submit to

the Registrar in duplicate a completed version of Form 8 together with the fee prescribed

in the Third Schedule.

(2) The Registrar shall upon receipt and acceptance of the duly completed Form 8 and

the prescribed fee register the charge in the Register of Registered Charges and issue to

the international business company a certificate in the prescribed form (Form 9).

14. Variation of charge

(1) Where under section 142 of the Act a person wishes to vary a charge currently

filed with the Registrar, such person shall submit to the Registrar in duplicate, a

completed Form 10 together with the fee prescribed in the Third Schedule.

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(2) The Registrar shall upon receipt and acceptance of the duly completed Form 10

and the prescribed fee register the variation of charge and issue to both the chargee and

the international business company a certificate of variation of charge in the prescribed

form (Form 11).

15. Cessation of charge

(1) Where a charge registered under section 141 of the Act ceases to be of effect the

international business company shall submit to the Registrar in duplicate, a completed

Form 12 together with the prescribed fee in the Third Schedule.

(2) The Registrar shall upon receipt and acceptance of the duly completed Form 12

and the prescribed fee issue to both the chargee and the international business company a

certificate of cessation of charge in the prescribed form (Form 13).

16. Articles of Merger of parent and subsidiary company and Certificate of

Merger, etc.

(1) An international business company shall submit to the Registrar in duplicate the

Articles of Merger of a parent and subsidiary company (Form 16) together with the fee

prescribed in the Third Schedule.

(2) The Registrar shall deliver a certificate of Merger in the form prescribed in

Form 15 of the Second Schedule upon registration thereof.

(3) An international business company shall be issued a certified copy of the

Certificate of Merger pursuant to regulation 8(b).

17. Articles of Merger and Certificate of Merger

(1) An international business company shall submit in duplicate to the Registrar its

Articles of Merger or Consolidation (Form 14) for registration together with the fee

prescribed in the Third Schedule.

(2) The Registrar shall deliver a certificate of Merger or Consolidation to the

company in the form prescribed in Form 15 of the Second Schedule upon registration

thereof.

(3) An international business company shall be issued a certified copy of the

certificate of Merger or Consolidation pursuant to regulation 8(b).

18. Articles of Continuation

(1) Pursuant to sections 156 and 157 of the Act an international business company

which proposes to continue into the State from under the laws of a foreign jurisdiction

shall submit to the Registrar in duplicate Articles of Continuation in Form 17 of the

Second Schedule together with the fees prescribed in the Third Schedule.

(2) The Registrar shall upon receipt of the Articles of Continuation and the fees

prescribed in the Third Schedule register the Articles of Continuation in the Register and

issue to the company a Certificate of Continuation in the form prescribed in Form 18 of

the Second Schedule.

19. Departure and discontinuance

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(1) An international business company proposing to leave the State shall submit to the

Registrar in duplicate duly completed Certificate of Departure in Form 19 of the Second

Schedule together with the fee prescribed in the Third Schedule.

(2) The Registrar shall upon receipt of the Certificate of Departure and the fees

prescribed in the Third Schedule issue to the company a Certificate of Discontinuance in

the form prescribed in Form 20 of the Second Schedule.

20. Dissolution of international business company

(1) An international business company which proposes to wind up and dissolve shall

submit to the Registrar in duplicate duly completed Articles of Dissolution in Form 21 of

the Second Schedule together with the fee prescribed in the Third Schedule.

(2) The Registrar shall upon receipt of the Articles of Dissolution and upon

satisfaction that section 167 of the Act has been complied with by the company, its

directors and liquidator, issue to the company a Certificate of Dissolution in the form

prescribed in Form 22 of the Second Schedule.

21. Restoration of international business company to register

(1) An international business company which requires to be restored to the Register

shall submit to the Registrar in duplicate duly completed Form 23 of the Second Schedule

together with the fee prescribed in the Third Schedule.

(2) The Registrar shall upon receipt of the duly completed Form 23 and taking into

account the matters set out in section 174(1) and 174(2) restore the company to the

Form 24 of the Second Schedule.

22. Certificate of Exemption from Duties and Taxes

(1) The Registrar shall issue every international business company incorporated or

continued in the State under the Act with a Certificate of Exemption from Import Duties

in the form prescribed in Form 25 of the Second Schedule upon the incorporation or

continuation of such company.

(2) Where an international business company does not makes the election under

section 180(2) of the Act, the Registrar shall issue such company with a Certificate of

Exemption from Direct Taxes in the form prescribed in Form 26 of the Second Schedule

upon its incorporation or continuation as the case may be.

23. Election to register directors and/or members, etc.

(1) Where an international business company makes the election under section 184(l)

of the Act, the company shall submit to the Registrar in duplicate, in accordance with

section 184(2), completed Form 27 as set out in the Second Schedule together with the

appropriate fee in the Third Schedule.

(2) Where there has been any change in the directors or members (as the case may be)

or in any information pertaining thereto, the international business company shall, within

fourteen days of such change, submit to the Registrar (as required under section 184(5) of

the Act) in duplicate, the form prescribed in Form 28 of the Second Schedule, together

with the appropriate fee.

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(3) An international business company that wishes to cancel the election made under

section 184(1) of the Act shall submit to the Registrar in duplicate completed Form 29 as

set out in the Second Schedule together with the prescribed fee.

24. Certificate of Good Standing

The Registrar shall upon the application in writing of any person, and the payment of

the relevant fee prescribed in the Third Schedule issue a Certificate of Good Standing in

the form prescribed in Form 30 of the Second Schedule.

25. Duplicates, permissive registration and non-payment of annual fee

(1) A member, director or officer of an international business company, acting

through a registered agent shall, in order to obtain from the Registrar a duplicate copy of

the articles or any certificate or document in respect of an international business

company, submit to the Registrar in duplicate a letter containing at least the following

information about the international business company—

(a) its name;

(b) its unique identification number;

(d) its registered office;

(e) the document being requested; and

(f) the name, address and status (in other words, director, member, officer or

registered agent) of person making the request.

(2) (a) An international business company shall submit to the Registrar under the

cover of an explanatory letter, in duplicate, any document permitted but not required to be

registered under the provisions of the Act together with the relevant fee prescribed in the

Third Schedule.

(b) The Registrar shall upon receipt thereof register the documents in the Register

and shall maintain them in the same manner as the Register is required to be maintained

under the Act.

(3) (a) An international business company shall submit to the Registrar on or before

the 1st day of January of each year the annual fees due under the Act and prescribed in

Part I of the Third Schedule.

(b) An international business company that fails to make payment by the

prescribed date is liable to pay a penalty as set forth in Part II of the Third Schedule.

from the Register any company that fails to pay the outstanding fee and penalty by the

31st day of December following the 1st January upon which such fee first became

payable.

26. Fees and penalties

(1) The fees required to be paid under the Act for filing or other services are set out in

Part I of the Third Schedule.

(2) The penalty for failing to make payments when due are set out in Part II of the

Third Schedule.

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PART III

Segregated Cell Companies (“SCC”)

27. Application for approval to incorporate or register

An application to the Authority for approval to incorporate a company or register an

existing company as a segregated cell company under section 112 of the Act shall

include—

(a) in every case—

(i) the name, or proposed name, of the applicant company,

(ii) details of the functionaries who are, or who will be appointed as

functionaries to the applicant company,

(iii) a list of the initial segregated cells that it is intended will be created,

including the name, identification or designation of each segregated

cell, and

(iv) in respect of each proposed initial segregated cell, details of the

functionary who will be appointed by the company to act in respect of

the cell,

(v) the prescribed fees set out in the Third Schedule;

(b) in the case of a proposed new mutual fund SCC or insurance company SCC,

an application for approval to incorporate such a company shall be

accompanied by—

(i) an application under the Mutual Funds (Amendment) Act for the

recognition of the company as a private or accredited fund or for the

registration of the company as a public fund, or

(ii) an application under the International Insurance (Amendment and

Consolidation) Act, and

(iii) the proposed constitutional documents (in other words, articles and

by-laws) required under (a) or (b) above, and (d),

(iv) a declaration in the approved form SACC-A;

for approval to register such a company as a segregated cell company shall

be accompanied by—

(i) the certificate of incorporation, certificate of good standing, articles

and by-laws and the changes proposed to be made thereto should the

application be approved,

(ii) a statement in the approved form, signed by at least one director of the

company on behalf of the board, setting out—

(A) the assets and liabilities of the company as at a date no more

than six months prior to the date of the application,

(B) details of any transactions, events or other matters not reflected

in the statement of assets and liabilities that the directors

consider have materially affected or, prior to its registration as a

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segregated cell company are likely to materially affect, the

assets and liabilities of the company,

cell assets, specifying in respect of which cell, and the assets

that it is intended will be general assets, and

(D) how the liabilities of the company will be satisfied,

(iii) a declaration in the approved form signed by at least one director of

the company on behalf of the board that—

(A) resolutions of the directors have been passed approving the

registration of the company as a segregated cell company,

(B) the company is solvent and that the company and each proposed

segregated cell will, after the assets of the company have been

allocated to segregated cells, be solvent, and

apply for registration as a segregated cell company;

(d) a copy of the offering document, prospectus or business plan for each of the

initial segregated cells that it is intended will be created;

(e) a declaration in the approved form SACC-B.

28. Instrument of appointment of functionaries to SCC

The instrument under which a SCC functionary is appointed shall inter alia specify—

(a) the segregated cell or cells in respect of which the functionary is appointed;

and

(b) the responsibilities and duties of the functionary in respect of each such

segregated cell.

29. Audit of financial statements

(1) Each SCC shall have an auditor who shall be responsible for auditing its financial

statements.

(2) The audited financial statements of a SCC shall be filed with the Authority within

six months of the end of the financial year of the SCC or within such shorter period as is

specified in the International Insurance (Amendment and Consolidation) Act, 1998, or the

Mutual Funds (Amendment) Act, 1998, as the case may be.

First Schedule

[Regulation 4.]

Prescribed Words and Expressions

Assurance, Assurance Broker, Assurer, Authority,

Banc, Banca, Bancaria, Bancaire, Bancario, Banco, Bancomer, Bancorp,

Bancos, Bangko, Bank, Banka, Bankas, Bankasi, Banke, Banken, Banker,

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Bankhaus, Banki, Bankiers, Banking, Bankin’ny, Bankirsky, Bankos,

Bankverein, Banky, Banque, Banquier, Banquiers, Building Society,

Casualty, Chamber of Commerce, Charity, Charitable, Co-operative, Co-op,

Credit, Creditbank, Credit Union, Creditanstalt, Credito,

Discontobank,

Friendly Society, Fiduciary, Fund,

Gennossenschaftsbank, Girobank, Girozentrale, Government, Great Britain,

Guarantee,

Handelsbank, Hypothekenbank,

Indemnity, Insurance, Insurance Broker, Insurer,

Kantonalbank, King, Kontrolbank, Kretit, Kredietbank,

Landesbank, Lottery, Lotto,

Majesty,

Nationalbank,

Pankki, Patent, Patent Office, Police, Post Office, Prince, Princess,

Privatbank,

Queen,

Raiffeisenbank, Re-assurance, Re-assurance Broker, Re-assurer, Red Cross,

Re-insurance, Re-insurance Broker, Re-insurer, Royal, Royale, Royalty,

Sparbank, Stock Exchange, Surety,

Trade Union, Trust, Trustee,

Underwriter,

Vereinsbank, Volksbank.

Second Schedule

[Regulation 5.]

Prescribed Forms

FORM 1

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Sections 5(1).]

Certificate of Incorporation

................................................................................................................

(Name of International Business Company)

................................................................................................................

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(International Business Company Number)

I hereby certify that the above-mentioned International Business Company, the Articles of

Incorporation of which are attached hereto, was incorporated under the International Business

Companies Act (Amendment and Consolidation) Act, 2007, on

................................................................................................................

(Date of Incorporation)

.....................................................................

Registrar of International Business Companies

[SEAL]

FORM 2

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 11.]

Request for Name Search and Name Reservation

1. Name, address, telephone and fax number of person making the request:

Name: ............................................................................................................................................

Address: .........................................................................................................................................

Telephone: .....................................................................................................................................

Fax No.: .........................................................................................................................................

If person making the request is a registered agent, state name and licence number:

Name: ............................................................................................................................................

Licence number: ............................................................................................................................

2. Proposed name or names in order of preference:

1. ....................................................... 6. .................................................................

2. ....................................................... 7. .................................................................

3. ....................................................... 8. .................................................................

4. ....................................................... 9. .................................................................

5. ....................................................... 10. ...............................................................

3. Main types of business the company proposes to carry on:

...................................................................................................................................................

4. Derivation of Name:

...................................................................................................................................................

5. First available name to be reserved:

Yes [ ] No [ ]

6. Purpose of Name Request: (please check appropriate box)

[ ] Incorporation

[ ] Continued company

[ ] Change of name

—state present name and company number

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[ ] Amalgamation

—state names and company numbers of amalgamating companies

7. Provide any relevant information (for example, names of affiliated businesses, consents

required from other companies): ...............................................................................................

FOR REGISTRY USE ONLY

Date Filed: .......................................................................................................................................

Received By: ....................................................................................................................................

[ ] Yes, Name # ................................................ appears to be available and is reserved for you

for seventy-two hours free of charge ......................................................................................

[ ] No, Name # ......................................................... is not available. Please see reasons below:

[ ] Prohibited

[ ] Too similar to attached names

[ ] Obscene or on public grounds objectionable

[ ] Other

FORM 3

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 14(1).]

Articles of Incorporation

1. The name of the International Business Company is: ...............................................................

2. The address of the registered office of the International Business Company is:

Address: .............................................................................................................................

Mailing Address: ................................................................................................................

3. The name and address of the First Registered Agent of the International Business Company

are:

Name: .................................................................................................................................

Address: .............................................................................................................................

4. (i) Select the description which best describes the type of International Business Company

being incorporated. (Check ONE box ONLY)

(a) [ ] Company Limited by Shares

(b) [ ] Company Limited by Guarantee that is authorised to issue Shares

(d) [ ] Unlimited Company that is authorised to issue Shares

(e) [ ] Unlimited Company that is NOT authorised to issue Shares

(ii) Select the description (if any) which further defines the attributes of the International

Business Company being incorporated. (Check ALL boxes that apply)

(a) [ ] Segregated Cell Company with incorporation authorisation from the Authority.

(b) [ ] Limited Duration Company with expiry date of [ ] [ ] / [ ] [ ] / [ ] [ ] (Day/

Month/Year)

5. In the case of an International Business Company authorised to issue shares, state the

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following:

a. Currencies in which shares of the International Business Company shall be issued are:

......................................... ; ................................... ; and ....................................................

b. The total authorised capital (if any) of the International Business Company is: [currency]

.................................................................

c. The number of shares (if any) with par value that the International Business

Company is authorised to issue is ................................... shares, each with a par value of

[currency] ...............................................

d. The number of shares (if any) without par value that the International Business

Company is authorised to issue is ..................... shares ............................................ with

aggregate Capital Value of [currency] .....................................

e. Classes and series of shares that the company is authorised to issue:

Classes of Shares: ..................................; .............................. ; .........................................

Outline the relative designations, powers, preferences, rights, qualifications, limitations or

restrictions of each class and of each share within a class.

.............................................................................................................................................

f. Is the International Business Company authorised to issue bearer shares?

Yes [ ] No [ ]

(i) The number of shares to be issued as bearer shares is: ............................................

(ii) The number of shares to be issued as registered shares is: .......................................

(iii) If shares issued to bearer are to be issued, state the manner in which a required

notice is to be given to holders of such shares:

..................................................................................................................................

(iv) Registered shares may be exchanged for shares issued to bearer as follows:

..................................................................................................................................

(v) Shares issued to bearer may be exchanged for registered shares as follows:

..................................................................................................................................

(vi) The right to transfer any shares in the company is restricted as follows:

..................................................................................................................................

7. Where the International Business Company is to be limited by guarantee and 4(i)(b) or 4(i)(c)

above has been selected, each member of the International Business Company, shall by

affixing his signature below (or by providing a separate undertaking by signed writing in

similar terms to the International Business Company) undertake as follows:

That he shall undertake to contribute to the assets of the International Business Company in

the event of the International Business Company being wound up during the time that he is

a member, or within one year afterwards, for the payment of the debts and liabilities of the

International Business Company contracted before the time at which he ceases to be a

member, and of the costs, charges and expenses of the winding-up of the company, and for

the adjustment of the rights of the contributors amongst themselves—

[ ] in an amount not exceeding U.S. $ ........................................................ ; or

[ ] in an unlimited amount.

8. The International Business Company is to be an unlimited company. The liability of the

members of the International Business Company in respect of the company’s debts, liabilities

and obligations is unlimited.

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Yes [ ] No [ ]

9. (a) The International Business Company has elected to register its charges under section 141

to section 146 of the Act. (Check ONE box ONLY)

[ ] Yes [ ] No

(b) The International Business Company has irrevocably elected to pay taxes at one per cent

under section 180(2) of the Act. (Check ONE box ONLY)

[ ] Yes [ ] No

10. Other provisions, if any:

Dated the ............................ day of .......................... , 20 ..........

REGISTERED AGENT

By: ...............................................................

Name: ..........................................................

License No. .................................................

WITNESSED BY A RESIDENT OF SAINT VINCENT AND THE GRENADINES:

Signature: ....................................................

Name: .........................................................

Address: ......................................................

Dated the: ........................... day of........................... , 20 ..........

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

FORM 4

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 16(2).]

Articles of Amendment

1. Name of Company:

......................................................................................................................................

2. Company No.:

......................................................................................................................................

3. Nature and Date of Adoption of Resolution:

......................................................................................................................................

4. The articles are amended as follows: (Note: If amended in entirety, please attach new articles)

......................................................................................................................................

5. Full Name: Office Held: Address: Date:

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................................. ................................. ................................. .................................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

[REGISTERED AGENT’S NOTEPAPER]

FORM 5

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 30(2).]

Certificate of Immobilisation

................................................................................................................

(Name of International Business Company)

................................................................................................................

(International Business Company Number)

We being the Registered Agents of the above International Business Company hereby confirm:

1. That [Name] of [address] [born/incorporated] on [date] is the lawful beneficial owner of

[number] [description, voting/non voting, ordinary/preference etc] Bearer Shares issued by

the above International Business Company.

2. That the Bearer Shares referred to above are represented by share certificate(s) number [ ],

and [ ] issued by the International Business Company.

3. That the Bearer Share Certificates are held in our custody to the account of the beneficial

owner as required by the laws of Saint Vincent and the Grenadines.

4. (i) That we have no legal or equitable interest in the Bearer Shares save that we hold them as

mere custodians; OR

(ii) That we hold the Bearer Shares as [Trustees]/[Nominees] pursuant to a [trust]/[nominee

agreement] established between ourselves and the beneficial owner. (Note: Cross out 4(i)

or 4(ii), whichever does not apply.)

5. That this Certificate of Immobilisation is not a negotiable instrument.

[REGISTERED AGENT’S SEAL]

.....................................................................

Signed by Registered Agent

Date .............................................................

FORM 6

SAINT VINCENT AND THE GRENADINES

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INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Sections 67(3) and 68(3).]

Notice of Change of Registered Office or Registered Agent

1. Name of Company:

......................................................................................................................................

2. (a) Company No.: .......................................................................................................

(b) Nature and Date of Adoption of Resolution:

................................................................................................................................

3. Registered Office:

Address: Mailing Address:

............................................................... .....................................................................

4. If change of address of registered office, give previous address of registered office:

Address: Mailing Address:

............................................................... .....................................................................

5. Registered Agent:

Name: Address: Mailing Address:

............................... ................................................. ................................................................

6. If change of registered agent, give details of previous registered agent:

Name: Address: Mailing Address:

............................... .............................................. ................................................................

7. Date: ............................ Signature: ........................... Title: .....................................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

FORM 7

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 140.]

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Election/Revocation of Election to Register Charge

1. Name of Company:

...................................................................................................................................................

2. Company No.:

...................................................................................................................................................

3. Registered Office:

Address: Mailing Address:

............................................................... .....................................................................

4. [ ] The company has elected to be subject to the provisions of sections 141 to 146 of the

International Business Companies (Amendment and Consolidation) Act

[ ] Revokes its election to be subject to the above provisions.

In revoking its election, the company confirms that:

[ ] No charge has been registered in respect of the company under section 141

[ ] All charges that have been registered have ceased to affect the property of the company

and in respect of each charge registered, the appropriate notice has been registered under

section 143.

(Please check appropriate box)

5. Date: ............................ Signature: ............................ Title:......................................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received by: ...............................................

FORM 8

SAINT VINENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT, 2007

[Section 141(2).]

Application to Register Charge

1. Name of Company:

...................................................................................................................................................

2. Company No.:

...................................................................................................................................................

3. Registered Office:

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Address: Mailing Address:

............................................................... .....................................................................

4. Date of Creation of Charge:

...................................................................................................................................................

5. Description of the instrument (if any) creating or evidencing the charge:

...................................................................................................................................................

6. Amount secured by the charge, together with a brief description of the property over which

the charge has been created:

...................................................................................................................................................

7. Names and addresses of the mortgagees or persons entitled to the charge:

Name: Address: Mailing Address:

............................... ........................................... ...................................................

Date: ...................... Signature: ............................ Title: ..........................................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received by: ...............................................

FORM 9

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 141(4).]

Certificate of Registration of Charge

................................................................................................................

(Name of International Business Company)

................................................................................................................

(International Business Company Number)

I hereby certify that on the date and at the time specified below, there was registered against the

above-mentioned International Business Company in the Register of Charges pursuant to the

International Business Companies Act (Amendment and Consolidation) Act, 2007, the following

Charge:

Name of Chargee: ......................................................

Type of Charge: [Fixed/Floating]

Time of Registration: [ ] [ ]:[ ] [ ] (Hours/minutes)

................................................................................................................

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(Date of Registration of Charge)

.....................................................................

Registrar of International Business Companies

[SEAL]

FORM 10

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 142(2)(a).]

Application for Variation to Registered Charge

1. Name of Company: ...................................................................................................................

2. Company No.: ...........................................................................................................................

3. Registered Office: .....................................................................................................................

Address: .............................................. Mailing Address: .........................................

4. Date of Creation of the Charge: ................................................................................................

5. Date of Registration of the Charge: ..........................................................................................

6. Date of Variation of the Charge: ...............................................................................................

7. Description of instrument varying the charge and brief description of variation particulars:

...................................................................................................................................................

8. Names and addresses of the mortgagees or persons entitled to the charge:

Name: ..................... Address: ........................ Mailing Address: ................................

9. Names and addresses of the persons who have executed the instrument of variation:

Name: ..................... Address: ........................ Mailing Address: ................................

10. Date: ....................... Signature: ...................... Title: ......................................................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received by: ...............................................

FORM 11

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 142(3).]

Certificate of Variation of Charge

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................................................................................................................

(Name of International Business Company)

................................................................................................................

(International Business Company Number)

I hereby certify that on the date and at the time specified below, the charge registered against the

above-mentioned International Business Company in the Register of Charges was varied in the

form and manner set out below pursuant to the International Business Companies (Amendment

and Consolidation) Act, 2007:

Date of Registration of Charge: ............................................

Name of Chargee: .................................................................

Type of Charge: [Fixed/ Floating]

Time of Variation: [ ][ ]:[ ][ ] (Hours/minutes)

Form of Variation of Charge: ...............................................

................................................................................................................

(Date of Variation of Charge)

.....................................................................

Registrar of International Business Companies

[SEAL]

FORM 12

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 143(1).]

Notice of Cessation of Charge

1. Name of Company: ...................................................................................................................

2. Company No.: ...........................................................................................................................

3. Registered Office: .....................................................................................................................

Address: ............................................. Mailing Address: .........................................

4. Date of Creation of the Charge: ................................................................................................

5. Date of Registration of the Charge: ..........................................................................................

6. Date of Variation of the Charge (if any): ..................................................................................

7. Short Particulars of Charge and Variation (if any): ..................................................................

8. The debt for which the above charge was given has been paid or satisfied in full.

Date: ............................ Signature: ........................... Title: ....................................

For and on behalf of: .................................................................................................................

Company name: ........................................................................................................................

Name of chargee: ......................................................................................................................

FOR REGISTRY USE ONLY

Company No.: .............................................

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Agent Code No.: .........................................

Date Filed: ..................................................

Received by: ...............................................

FORM 13

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 143(3).]

Certificate of Cessation of Charge

................................................................................................................

(Name of International Business Company)

................................................................................................................

(International Business Company Number)

I hereby certify that on the date and at the time specified below, the charge registered against the

above-mentioned International Business Company in the Register of Charges ceased to be of

force and effect pursuant to the International Business Companies (Amendment and

Consolidation) Act, 2007;

Date of Registration of Charge: ........................................................

Name of Chargee: .............................................................................

Type of Charge: [Fixed/Floating]

Time of Cessation: [ ][ ]:[ ][ ] (Hours/minutes)

..............................................................................

(Date of Cessation of Charge)

.....................................................................

Registrar of International Business Companies

[SEAL]

FORM 14

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Sections 148 and 151.]

Articles of Merger/Consolidation

1. Type of Articles:

[ ] Merger

[ ] Consolidation

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2. Effective Date of Merger/Consolidation: ..................................................................................

......................... Date of Filing

................ Subsequent Date (not exceeding thirty days)

3. Constituent Companies:

Name: Company No.: Jurisdiction of Registration (If Date of

not Saint Vincent and the Registration:....................... .............................. Grenadines): ..........................

.........................................

4. Name of Surviving/Consolidated Companies: ..........................................................................

5. Intended Jurisdiction if not Saint Vincent and the Grenadines: ................................................

6. Registered Office: .....................................................................................................................

Address: ............................................... Mailing Address: ........................................

7. Registered Agent: ......................................................................................................................

Name: ................................................... Mailing Address: ........................................

Address: ....................................................................................................................................

8. Manner in which the merger or consolidation was authorised with respect to each

constituent company: ................................................................................................................

9. If filing articles of consolidation:

(a) Currencies in which shares of the International Business Company shall be issued are:

.............................. ; ................................... ; and ............................................ convertible

into U.S. $ at rates of..............................; ........................; and .........................................

respectively.

(b) The total authorised capital (if any) of the International Business Company is:

U.S. $ ....................

authorised to issue is ....................................................... shares, each with a par value of

U.S. $.....................

(d) The number of shares (if any) without par value that the International Business Company

is authorised to issue is ...................................... shares ............................................ with

aggregate Capital Value of U.S. $ ................................ .

(e) Classes and series of shares that the company is authorised to issue:

Classes of Shares: ..............................; ............................... ; .........................................

Outline the relative designations, powers, preferences, rights, qualifications,

limitations or restrictions of each class and of each share within a class.

....................................................................................................................................

(f) Is the International Business Company authorised to issue bearer shares?

Yes [ ] No [ ]

(i) The number of shares to be issued as bearer shares is: ............................................

(ii) The number of shares to be issued as registered shares is: .......................................

(iii) If shares issued to bearer are to be issued, state the manner in which a required

notice is to be given to holders of such shares:

..................................................................................................................................

(iv) Registered shares may be exchanged for shares issued to bearer as follows:

..................................................................................................................................

(v) Shares issued to bearer may be exchanged for registered shares as follows:

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..................................................................................................................................

(vi) The right to transfer any shares in the company is restricted as follows:

..................................................................................................................................

(g) Where the International Business Company is to be limited by guarantee (whether or not

authorised to issue shares), each member of the International Business Company, shall by

affixing his signature below (or by providing a separate undertaking by signed writing in

similar terms to the International Business Company) undertake as follows:

That he shall undertake to contribute to the assets of the International Business

Company in the event of the International Business Company being wound up during

the time that he is a member, or within one year afterwards, for the payment of the

debts and liabilities of the International Business Company contracted before the time

at which he ceases to be a member, and of the costs, charges and expenses of the

winding-up of the company, and for the adjustment of the rights of the contributors

amongst themselves—

[ ] in an amount not exceeding U.S. $ ...................... ; or

[ ] in an unlimited amount.

(h) The International Business Company is to be an unlimited company. The liability of the

members of the International Business Company in respect of the company’s debts,

liabilities and obligations is unlimited.

Yes [ ] No [ ]

10. If filing articles of merger, please state any changes to be effected to the surviving company’s

articles: ......................................................................................................................................

11. If the surviving company or the consolidated company is to be incorporated under the laws of

a jurisdiction outside of Saint Vincent and the Grenadines, it must comply with the

requirements of section 151(2)(b) of the International Business Companies (Amendment and

Consolidation) Act, 2007, and file herewith the documents required to be filed under that

section.

[ ] Documents Attached [ ] Documents Not Attached

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

FORM 15

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Sections 148(5)(f) and 149(7).]

Certificate of Merger/Consolidation

................................................................................................................

(Name of International Business Company)

................................................................................................................

CAP. 149

International Business Companies (Amendment and Consolidation) Act –

Subsidiary Legislation

(International Business Company Number)

I hereby certify that the Articles of Merger/Consolidation of the above-mentioned International

Business Company have been registered in the Register of International Business Companies

pursuant to the International Business Companies Act (Amendment and Consolidation) Act,

2007, on

.....................................................................

Date of Registration

.....................................................................

Registrar of International Business Companies

[SEAL]

FORM 16

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 149(6).]

Articles of Merger By Parent International Business Company

1. Parent Company:

Name: .......................... Company No.: .................... Date of Registration: ...........

2. Other Constituent Companies:

Name: .......................... Company No.: .................... Date of Registration: ...........

3. Name of Surviving Company: ..................................................................................................

4. Effective Date of Merger: .........................................................................................................

............................... Date of Filing

........................... Subsequent Date (not exceeding thirty days)

5. Registered Office: .....................................................................................................................

Address: ............................................. Mailing Address: .........................................

6. Registered Agent: ......................................................................................................................

Name: ................................................. Mailing Address: .........................................

Address: ....................................................................................................................................

7. If the parent company does not own all the shares in each subsidiary company to be merged,

the date on which a copy of the plan of merger or an outline thereof was made available to the

shareholders of each subsidiary company: ................................................................................

8. Attached is a copy of the plan of merger:

Parent Company: .......................................................................................................................

Full Name and Signature of Authorised Signatory: ..................................................................

Office Held: ..............................................................................................................................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

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Date Filed: ..................................................

Received By: ...............................................

FORM 17

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 156(1).]

Articles of Continuance

1. Name of Company: ...................................................................................................................

2. Name under which the company is to be continued: .................................................................

3. Jurisdiction under which company is incorporated: ..................................................................

4. Date on which company was incorporated: ..............................................................................

5. Registered Office: .....................................................................................................................

Address: ....................................................................................................................................

Mailing Address: .......................................................................................................................

6. Registered Agent: ......................................................................................................................

Name: ........................................................................................................................................

Address: ....................................................................................................................................

Mailing Address: .......................................................................................................................

7. Form of Limitation of Liability (if any) (please check appropriate box)

(a) Currencies in which shares of the International Business Company shall be issued are:

.............................. ; ................................... ; and ............................................ Convertible

into U.S. $ at rates of .............................; ........................; and..........................................

respectively.

(b) The total authorised capital (if any) of the International Business company is:

U.S. $ ....................

authorised to issue is ....................................................... shares, each with a par value of

U.S. $.....................

(d) The number of shares (if any) without par value that the International Business Company

is authorised to issue is ...................................... shares ....................................................

with aggregate Capital Value of U.S. $ .........................

(e) Classes and series of shares that the company is authorised to issue:

Classes of Shares: ..................................; .............................. ; ...............

Outline the relative designations, powers, preferences, rights, qualifications, limitations

or restrictions of each class and of each share within a class.

.............................................................................................................................................

.................................................................

(f) Is the International Business Company authorised to issue bearer shares?

Yes [ ] No [ ]

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(i) The number of shares to be issued as bearer shares is: ............................................

(ii) The number of shares to be issued as registered shares is: .......................................

(iii) If shares issued to bearer are to be issued, state the manner in which a required

notice is to be given to holders of such shares:

..................................................................................................................................

...........................................................

(iv) Registered shares may be exchanged for shares issued to bearer as shares issued to

bearer may be exchanged for registered shares as follows:

..................................................................................................................................

...........................................................

(vi) The right to transfer any shares in the company is restricted as follows:

..................................................................................................................................

...........................................................

(g) Where the International Business Company is to be limited by guarantee (whether or not

authorised to issue shares), each member of the International Business Company, shall by

affixing his signature below (or by providing a separate undertaking by signed writing in

similar terms to the International Business Company) undertake as follows:

That he shall undertake to contribute to the assets of the International Business

Company in the event of the International Business Company being wound up

during the time that he is a member, or within one year afterwards, for the payment

of the debts and liabilities of the International Business Company contracted before

the time at which he ceases to be a member, and of the costs, charges and expenses

of the winding-up of the company, and for the adjustment of the rights of the

contributors amongst themselves—

[ ] in an amount not exceeding U.S. $ ....................... : or

[ ] in an unlimited amount.

(h) The International Business Company is to be an unlimited company. The liability of the

members of the International Business Company in respect of the company’s debts,

liabilities and obligations is unlimited.

Yes [ ] No [ ]

9. Amendments to the articles and by-laws that are to be effective upon registration of the

articles of continuance: .............................................................................................................

10. Other provisions, if any: ...........................................................................................................

11. Date: ........................ Signature: ............................... Office Held: .......................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

FORM 18

SAINT VINCENT AND THE GRENADINES

CAP. 149

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INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Sections 156(1) and 157(3).]

Certificate of Continuation

................................................................................................................

(Name of International Business Company)

................................................................................................................

(International Business Company Number)

I hereby certify that the Articles of Continuation of the above-mentioned International Business

Company have been registered on the Register of International Business Companies pursuant to

the International Business Companies (Amendment and Consolidation) Act. 2007, on

.....................................................................

(Date of Registration)

.....................................................................

Registrar of International Business Companies

[SEAL]

FORM 19

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 160(2).]

Certificate of Departure

1. Company Name: .......................................................................................................................

2. Company No.: ...........................................................................................................................

3. Type of Resolution Authorising the Continuation: (please check appropriate box)

[ ] Directors

[ ] Members

4. Jurisdiction of Proposed Registration (Including Full Address in Foreign Jurisdiction):

...................................................................................................................................................

5. Intended Date of Departure: ......................................................................................................

6. Name: ....................... Signature: ........................... Date: ....................................

FOR REGISTRY USE ONLY

Company No.:

Agent Code No.:

Date Filed:

Received By:

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FORM 20

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 160(5).]

Certificate of Discontinuance

................................................................................................................

(Name of International Business Company)

................................................................................................................

(International Business Company Number)

I hereby certify that the above-mentioned International Business Company having been continued

under the laws of a foreign jurisdiction, has been removed from the Register of International

Business Companies pursuant to the International Business Companies (Amendment and

Consolidation) Act, 2007, on

.....................................................................

(Date of De-registration)

.....................................................................

Registrar of International Business Companies

[SEAL]

FORM 21

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 167(4).]

Articles of Dissolution

1. Name of Company: ...................................................................................................................

2. Company No.: ...........................................................................................................................

3. The company has [voluntarily] resolved to liquidate and dissolve pursuant to:

[ ] Section 162 (Compulsory winding-up and dissolution)

[ ] Section 163(1) (Not issued any shares, by resolution of directors)

[ ] Section 163(2) (Issued shares, by resolution of shareholders)

4. Plan of Dissolution: ...................................................................................................................

[Attached plan in accordance with section 167(1)]

5. Manner in which plan of dissolution was authorised: ...............................................................

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6. Date of commencement of winding-up and dissolution: ...........................................................

Date of Registration .................................................

Other .........................................................................

7. Date: ...................... Signature: ......................... Office Held: ................................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

FORM 22

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 167(6).]

Certificate of Dissolution

.......................................................................................................

(Name of International Business Company)

.......................................................................................................

(International Business Company Number)

I hereby certify that the above-mentioned International Business Company, incorporated on

.....................................................................

(Date of Incorporation)

complied with all of the requirements for dissolution under the International Business Companies

(Amendment and Consolidation) Act, 2007, and that accordingly the Company is dissolved

.....................................................................

(Date of Dissolution)

.....................................................................

[SEAL] Registrar of International Business Companies

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FORM 23

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 174(1).]

Application for Restoration to Register

1. Name of Company: ...................................................................................................................

2. Company No.: ...........................................................................................................................

3. Date of Striking Off Register: ...................................................................................................

4. Reason for Striking Off Register: .............................................................................................

5. Interest of Applicant in the Company: ......................................................................................

6. It is hereby requested that the registration be restored under section 174(1):

Date: ............................ Name: ................................. Signature: ........................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

Restored to Register: ...................................

FORM 24

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 174(1).]

Certificate of Restoration to Register

.......................................................................................................

(Name of International Business Company)

.......................................................................................................

(International Business Company Number)

I hereby certify that the above-mentioned International Business Company, having previously

been struck off the Register of International Business Companies has, pursuant to the

International Business Companies (Amendment and Consolidation) Act, 2007, been restored to

the Register on

.....................................................................

(Date of Restoration to Register)

.....................................................................

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[SEAL] Registrar of International Business Companies

FORM 25

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 180(8)(a).]

Certificate of Exemption from Import Duties

.......................................................................................................

(Name of International Business Company)

.......................................................................................................

(International Business Company Number)

I hereby certify that the above-mentioned International Business Company, incorporated on

................................................................................................................

(Date of Incorporation)

is exempted from all import duties pertaining to the importation into the State of any office

furniture or equipment necessary for conducting its business, as provided in Part XII of the

International Business Companies (Amendment and Consolidation) Act, 2007.

Dated the ........................ day of ..............................................

.....................................................................

[SEAL] Registrar of International Business Companies

FORM 26

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 180(1) and 180(8)(b).]

Certificate of Exemption from Direct Taxes

.......................................................................................................

(Name of International Business Company)

.......................................................................................................

(International Business Company Number)

I hereby certify that the above-mentioned International Business Company, incorporated on

................................................................................................................

(Date of Incorporation)

has not elected to pay taxes at one per cent on its profits and gains and is therefore exempted from

all forms of direct taxes as provided in Part XII of the International Business Companies

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Subsidiary Legislation

(Amendment and Consolidation) Act, 2007.

Dated the ............................ day of ..............................................

...........................................................................

[SEAL] Registrar of International Business Companies

FORM 27

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 184(2).]

Notice of Election to Register Directors/Members

1. Name of Company: ...................................................................................................................

2. Company No.: ...........................................................................................................................

3. Notice is given that on the ............................. day of ......................................... the company

has elected to register the attached details relating to its *directors/members.

4. Directors:

Name: Address: Company Title: Nationality: Date Appointed:

.................... ......................... ........................... .................... .............................

5. Members:

Name: Address: Class of Member: Nationality: Date Appointed:

.................... ......................... ........................... .................... .............................

6. Name: Signature: Office Held: Date:

.......................... .................................. .................................... .............................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

* Delete inappropriate word.

FORM 28

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 184(5).]

Notice of Change in Directors/Members Details

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1. Name of Company: ...................................................................................................................

2. Company No.: ...........................................................................................................................

3. Notice is given that on the ............................. day of ........................................ the following

changes in respect of the company’s *directors/members were made: .....................................

...................................................................................................................................................

4. Name: Signature: Office Held: Date:

.......................... ............................... .............................. .................................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

* Delete inappropriate word.

FORM 29

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 184(6).]

Cancellation of an Election to Register Details of Directors/Members

1. Name of Company: ...................................................................................................................

2. Company No.: ...........................................................................................................................

3. Notice is given that on the ............................. day of ........................................ the Company

cancelled its election made on the ................. day of .............................................. to register

details of its * directors/members.

4. Name: Signature: Office Held: Date:

.......................... ................................ ................................. .................................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

* Delete inappropriate word.

FORM 30

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

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[Section 187(1).]

Certificate of Good Standing

.......................................................................................................

(Name of International Business Company)

.......................................................................................................

(International Business Company Number)

I hereby certify that the above-mentioned International Business Company Incorporated under the

International Business Companies (Amendment and Consolidation) Act 2007, on

................................................................................................................

(Date of Incorporation)

1. Is still on the Register of International Business Companies and has paid all fees and penalties

payable under the Act.

2. Is not otherwise in breach of the provisions of the Act.

3. Has not submitted articles of merger or consolidation that have not yet become effective.

4. Is not in the process of being wound up and dissolved.

5. Is not subject to any proceedings to be struck off the Register.

6. Is, so far as evidenced by the documents filed with the Registrar, in good standing under the

laws of Saint Vincent and the Grenadines.

The validity of this certificate expires on: .......................................................................

Dated this ....................................... day of ........................................................................

.....................................................................

[SEAL] Registrar of International Business Companies

Third Schedule

[Regulation 26.]

Fees and Penalties

PART I

Fees

COLUMN 1 COLUMN 2

Segregated Cell Companies-Filing or Other Services

U.S. $

Registration of a company ................................................................................................... 500.00

Fixed Annual Fee ................................................................................................................. 300.00

Variable Annual Fee (per Cell) ............................................................................................ 250.00

(Subject to a maximum of $10,000)

Written Regulatory Approval to form Segregated Cell Company ....................................... 150.00

Issuing a certificate of dissolution, restoration or discontinuance ....................................... 500.00

Any other Application or filing ............................................................................................. 50.00

All other Companies-Filing or Other Services

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U.S. $

Registration of a company ................................................................................................... 125.00

Annual Fee ........................................................................................................................... 100.00

Issuing a certificate of dissolution, restoration or discontinuance ....................................... 250.00

Any other Application or filing ............................................................................................. 50.00

PART II

Penalties

Annual fee paid after due date

1. An international business company (other than a segregated cell company) that fails to pay

the annual fee under Part I of this Schedule by the 1st day of January each year shall, in

addition to the annual fee, pay a penalty of an amount equal to ten per cent of the annual fee

for each month for which such fees are in arrears.

2. A segregated cell company that fails to pay the annual fee under Part I of this Schedule by the

1st day of January each year shall, in addition to the annual fee, pay a penalty of $300 per cell

attributable to such company, for each year or part of a year for which such fees are in arrears,

subject to a maximum of $3,000.

Fourth Schedule

Segregated Cell Companies

PRESCRIBED FORMS

[Regulation 27.]

FORM SCC-A

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 113(1).]

Application to be Incorporated as Segregated Cell Company

Proposed Name of Company: ..........................................................................................................

Declaration

I hereby declare, in my capacity as proposed first director of the proposed international business

company that the Articles of Incorporation will state that it is to be a Segregated Cell Company

and that the company will only carry on

(Please select ONE box only)

[ ] [International insurance business within the meaning of the International Insurance

(Amendment and Consolidation) Act, 1998]

[ ] [The business of an accredited or private fund or registered public fund under the Mutual

Funds (Amendment) Act, 1998]

[ ] [A form of business approved under a Guidance Note Number ....... approved by the

Authority

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(Signed) ................................................................(Date) .................................

(Print Full Name) ............................................................

(Capacity of person making the declaration) ..................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

FORM SCC-B

SAINT VINCENT AND THE GRENADINES

INTERNATIONAL BUSINESS COMPANIES (AMENDMENT AND

CONSOLIDATION) ACT

[Section 113(1).]

Application to be Registered as Segregated Cell Company

Name of Company: ..........................................................................................................................

Declaration

I hereby declare, for and on behalf of the Directors of the Company, that the Company has taken

the necessary corporate actions and resolutions to seek the permission of the Authority to

authorise conversion of the Company into a Segregated Cell Company and that the Company will

only carry on:

(Please select appropriate box)

[ ] [International insurance business within the meaning of the International Insurance

(Amendment and Consolidation) Act, 1998]

[ ] [The business of an accredited or private fund or registered public fund under the Mutual

Funds (Amendment) Act, 1998]

[ ] [A form of business approved under a Guidance Note Number .................... approved by the

Authority]

(Signed) .......................................................................... (Date) ..............................

(Print Full Name) ............................................................

(Capacity of person making the declaration) ..................

FOR REGISTRY USE ONLY

Company No.: .............................................

Agent Code No.: .........................................

Date Filed: ..................................................

Received By: ...............................................

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Guidance Note

GN 1 of 2009

ARRANGEMENT OF NOTES

Introduction

1. Power to issue Guidance Note.

2. Commencement.

3. Scope.

4. Definitions.

5. Criteria.

GUIDANCE NOTE

Guidance Note: No. 1 on Segregated Cell Companies to be formed under

section 112(2)(c) of the International Business Companies (Amendment and

Consolidation) Act, No. 34 of 2007.

[GN 1 of 2009.]

[Date of commencement: 22nd February, 2008.]

Introduction

1. Power to issue Guidance Note

(1) Section 112(2)(c) of the International Business Companies (Amendment and

Consolidation) Act, 2007, gives the International Financial Services Authority power to

authorise the incorporation of segregated cell companies where such companies are being

established for a purpose approved by the said Authority.

[Chapter 149.]

(2) International Financial Services Authority hereby issues this Guidance Note

which shall come into operation on the date specified herein.

2. Commencement

This Guidance Note shall be deemed to have come into operation on the 22nd day of

February, 2008, the commencement date of the International Business Companies

(Amendment and Consolidation) Act, 2007.

[Chapter 149.]

3. Scope

(1) At this stage, the International Financial Services Authority permits the

incorporation of segregated cell companies which are formed for the purpose of owning,

managing or investing in real property and meet the criteria set out herein. These

requirements must be read cumulatively.

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(2) Consideration may be given to companies which are to be formed for other

purposes, as and when such requests are made to the Authority. The Authority will then

issue the relevant Guidance Note.

4. Definitions

In this Guidance Note—

“Act” means the International Business Companies (Amendment and

Consolidation) Act, 2007;

[Chapter 149.]

“Authority” means the International Financial Services Authority;

“functionary” means the architect or surveyor who has final responsibility for the

delivery of the project or development.

5. Criteria

The criteria to be met before the Authority will consider exercising its power to

authorise the incorporation of a segregated cell company under section 112(2)(c) of the

Act are set out below:

(1) What counts as “approved purpose”—A company will be deemed to be for an

approved purpose where it is a real estate investment company formed solely for the

purpose of owning, managing, developing or investing in real estate whether for

residential or commercial purposes.

Applications for approval must be made by letter to the Authority.

(2) No contravention of Mutual Funds legislation—The manner of operation of the

company must not be in contravention of the laws of Saint Vincent and the Grenadines

including the Mutual Funds Act, 1997, and Regulations made thereunder. In particular,

there must be no contravention of regulation 3 of the Mutual Funds Regulations, 1999.

Shareholders in the company shall not have the right to redeem their shares on

demand.

[Chapter 154.]

(3) Capitalisation of the company—The fully paid up share capital of the company at

the time of incorporation/continuation (or within thirty days thereafter) is (or will be) in

excess of U.S. $250,000, as verified by an auditor approved by the Authority.

(4) Capital Value of the project—The real estate development or project in question

must have a capital value in excess of U.S. $5 million, on completion, as certified by

affidavit sworn by a functionary.

(5) Objects of the company—The articles of incorporation of the company must show

that the objects of the company are restricted solely to engaging in the investment,

ownership, construction or management of the named property development and matters

ancillary thereto.

(6) Company directors—The company must have a board of directors of no fewer

than three persons who shall meet the following criteria—

(a) at least one director must have professional experience in the management of

companies, generally;

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(b) another director must have professional experience in the development and

management of major real estate developments.

Directors are subject to the normal due diligence procedures and must complete the

standard PQ Forms.

Corporate directors are not allowed.

(7) Company shareholders—Holders of the general shares (“management shares”) in

the company are required to complete the standard PQ Forms and undergo the normal due

diligence procedures. This requirement will be waived where such shareholder is a

company listed on a stock exchange recognised by the Authority.

(8) Alien Land-Holding Licence (where appropriate)—In respect of directors and

holders of general/management Shares who fall to be defined as “aliens” pursuant to the

laws of Saint Vincent and the Grenadines, documentary proof must be submitted to the

Authority that such persons have or will soon have any required alien land-holding

licence issued or to be issued under the appropriate law.

(9) Physical Presence in Saint Vincent and the Grenadines—The company must have

or intend to have a physical office in Saint Vincent and the Grenadines.

(10) Auditors of the Company—The company must appoint an auditor and prepare

annual audited financial statements. A copy of the auditor’s letter of appointment must be

attached.

(11) Application and supporting documents—For the avoidance of doubt, Part III of

the International Business Companies (Amendment and Consolidation) Regulations,

2008, also applies (insofar as the Authority deems appropriate) to any application made

under this paragraph.

Applications for approval must (in addition to Articles and By-laws) be supported

by—

(a) finalised architectural drawings and plans pertaining to the development and

passed by the relevant government department;

(b) documentary evidence that (where appropriate) the relevant alien land-

holding licences have been issued or are pending;

capital is or will be paid up as set out above;

(d) an affidavit sworn by a functionary confirming that the final capital value of

the project meets the requirements set out above.

(12) Provisional Registration by the Authority—Where the company is currently

incorporated (or registered) and in good standing under the Companies Act, and the

applicant gives a signed undertaking to meet the above requirements within ninety days

of continuation as an international business company under the Act, the Authority may

provisionally continue the company as a segregated cell company.

[Chapter 143.]

The undertaking referred to above must give the Authority the right to strike-off the

company unless the requirements are met within the specified time.

If all of the above conditions are not fulfilled within the ninety day period, the

Authority may exercise its right under the undertaking to strike the company from the

CAP. 149

International Business Companies (Amendment and Consolidation) Act –

Subsidiary Legislation

International Business Companies (Amendment and Consolidation) Act, 2007 (Act No. 34 of 2007, as amended by Act No. 48 of 2007), Saint Vincent and the Grenadines

Available Materials