Nevis Business Corporation Ordinance 1984 - Intax Info

of shares having such preferences in involuntary liquidation.
Share dividends.
40.(1) A corporation may make pro rata distribution of its authorized but unissued shares to holders of any
class or series of its outstanding shares subject to the following conditions:
(i)
(ii)
If a distribution of shares having a par value is made, such shares shall be issued at
not less than the par value thereof and there shall be transferred to stated capital at the
time of such distribution an amount of surplus equal to the aggregate par value of
such shares; and
If a distribution of shares without par value is made, the amount of stated capital to
be represented by each such share shall be fixed by the board, unless the articles of
incorporation reserved to the shareholders the right to fix the consideration for the
issue of such shares; and there shall be transferred to stated capital at the time of such
distribution an amount of surplus equal to the aggregate stated capital represented by
such shares.
(2) Unrealized appreciation of assets, if any, shall not be included in the computation of surplus available
for a share dividend.
(3) Upon the payment of a dividend payable in shares, notice shall be given to the shareholders of the
amount per share transferred from surplus.
(4) No dividend payable in shares of any class shall be paid unless the share dividend is specifically
authorized by the vote of two-thirds of the shares of each class that might be adversely affected by such a share
dividend.
(5) A split-up or division of the issued shares of any class into a greater number of shares of the same class
without increasing the stated capital of the corporation shall not be construed to be a share dividend within the
meaning of this section.
Purchase or redemption by corporation of its own shares
41.(1) A corporation, subject to any restrictions contained in its articles of incorporation, may purchase its
own shares or redeem its redeemable shares out of surplus except when currently the corporation is insolvent or
would thereby be made insolvent.
(2) A corporation may purchase its own shares out of stated capital except when currently the corporation
is insolvent or would thereby be made insolvent, if the purchase is made for the purpose of:
(i)
(ii)
(iii)
Eliminating fractions of shares;
Collecting or compromising indebtedness to the corporation: or
Paying dissenting shareholders entitled to receive payment for their shares under
Parts IX or X.
(3) A corporation, subject to any restrictions contained in its articles of incorporation, may redeem or
purchase its redeemable shares out of stated capital except when currently the corporation is insolvent or would
thereby be made insolvent and except when such redemption or purchase would reduce net assets below the
stated capital remaining after giving effect to the cancellation of such redeemable shares.
(4) When its redeemable shares are purchased by a corporation within the period of redeemability, the
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