St. Lucia International Business Companies Act - Lexadin

Saint Lucia International Business Companies Act, 1999 Page 10(g)a statement of the designations, powers, preferences and rights, and the qualifications, orrestrictions of each class and series of shares that the international business company isauthorised to issue, unless the directors are to be authorised to fix any such designationspowers, preferences, rights, qualifications, or restrictions and in that case, an express grantof any authority as may be desired to grant to the directors to fix by a resolution any suchdesignations, powers, preferences, rights, qualifications, or restrictions that have not beenfixed by the memorandum;Articles(2) For the purposes of paragraph (c) of subsection (1), if a memorandum contains a statement eitheralone or with other purposes that the purpose of the international business company is to engage inany act or activity that is not prohibited under any law in force in Saint Lucia, the effect of thatstatement is to make all acts that are not illegal part of the purposes of the company, subject to anylimitations in the memorandum.(3) A memorandum shall be subscribed to by the registered agent named in the memorandum.(4) Where an international business company is registered under section 5 its memorandum binds theinternational business company and its members to the same extent as if each member had subscribedhis or her name and affixed his or her seal thereto and as if there were contained in thememorandum, on the part of herself or himself, his or her heirs, executors and administrators, acovenant to observe the provisions of the memorandum, subject to this Act.8. (1) Articles shall(a) prescribe regulations for the international business company; and(b) be subscribed to by the registered agent named in the articles.(2) Where an international business company is registered under section 5, the articles bind the internationalbusiness company and its members to the same extent as if each member had subscribed hisor her name and affixed his or her seal thereto and as if there were contained in the articles on the partof himself or herself, his or her heirs, executors and administrators, a covenant to observe the provisionsof the articles, subject to this Act.Amendment of memorandum or articles9. (1) Subject to any limitations in its memorandum or articles, an international business company mayamend its memorandum or articles by a resolution of members or, where permitted by its memorandumor articles or by this Act, by a resolution of directors.(2) An international business company that amends its memorandum or articles shall submit a copy ofthe amendment to the Registrar, accompanied by the prescribed filing fee, and the Registrar mustretain and register the copy of the amendment.(3) An amendment to the memorandum or articles has effect from the time the amendment is registeredby the Registrar.(4) An international business company that wilfully contravenes subsection (2) is liable to a penalty of fiftydollars for each day or part thereof during which the contravention continues, and a director whoknowingly permits the contravention is liable to a like penalty.