St. Lucia International Business Companies Act - Lexadin

More documents

Recommendations

Info

Saint Lucia International Business Companies Act, 1999 Page 32(b)the claim or propertyNotes and bills of exchange(i) is not yet payable or transferable at the time the designation is made; or(ii) is subject to withdrawal, collection or assignment by the person making the designation.71. A promissory note or bill of exchange shall be deemed to have been made, accepted or endorsed byan international business company if it is made, accepted or endorsed in the name of the internationalbusiness company(a)by or on behalf of or on account of the international business company; or(b) by a person acting under the express or implied authority of the international business company;and if so endorsed, the person signing the endorsement is not liable thereon.Power of attorney72. (1) An international business company may, by an instrument in writing, whether or not under its commonseal, authorise a person, either generally or in respect of any specified matters, as its agent to act onbehalf of the international business company and to execute contracts, agreements, deeds and otherinstruments on behalf of the international business company.(2) A contract, agreement, deed or other instrument executed on behalf of an international businesscompany by an agent appointed under subsection (1), whether or not under the agent's seal, is bindingon the international business company and has the same effect as if it were under the common seal ofthe international business company.Authentication or attestation73. (1) A document requiring authentication or attestation by an international business company may besigned by a director, an authorised officer or agent of the international business company, and neednot be under its common seal.(2) If the signature of any director, officer or agent authenticating or attesting any document is verified inwriting by the registered agent of a company, the company is bound by the document.Company without members74. Where there is no member of an international business company, a person doing business in thename of or on behalf of the international business company is personally liable for the payment of alldebts of the international business company contracted during the time and the person may be suedfor the debts without joinder in the proceedings of any other person.
Saint Lucia International Business Companies Act, 1999 Page 33Interpretation for purposes of Part VII75. In this PartMerger or ConsolidationPART VIIMerger, Consolidation, Sale of Assets, Forcedredemptions, Arrangements and Dissenters"consolidated company" means a new company that results from the consolidation of two or moreconstituent companies;"consolidation" means the uniting of two or more constituent companies into a new company;"constituent company" means an existing company that is participating in a merger or consolidationwith one or more other existing companies;"merger" means the combining of two or more constituent companies into one of the constituentcompanies;"parent company" means a company that owns at least ninety percent of the outstanding sharesof each class and series of shares in another company;"subsidiary company" means a company at least ninety per cent of whose outstanding shares ofeach class and series of shares are owned by another company;"surviving company" means the constituent company into which one or more other constituentcompanies are merged.76. (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 companiesincorporated under the Companies Act in accordance with subsections (3) to (5) to form a survivingcompany or a consolidated company which is an international business company.(3) The directors of each constituent company that proposes to participate in a merger or consolidationmust approve a written plan of merger or consolidation containing, as the case requires(a) the name of each constituent company and the name of the surviving company or the consolidatedcompany;(b)with respect to 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;(c)the terms and conditions of the proposed merger or consolidation, including the manner andbasis of converting shares in each constituent company into shares, debt obligations or othersecurities in the surviving company or consolidated company, or money or other property, or acombination thereof;
Page 1 and 2: Saint Lucia International Business
Page 31: Saint Lucia International Business
Page 59: Saint Lucia International Business

St. Lucia International Business Companies Act - Lexadin

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?