St. Lucia International Business Companies Act - Lexadin

Saint Lucia International Business Companies Act, 1999 Page 38Disposition of assets80. Any sale, transfer, lease, exchange or other disposition of more than fifty percent of the assets of aninternational business company, other than a transfer pursuant to the power described in subsection(2) of section 14, if not made in the usual or regular course of business carried on by the internationalbusiness company, shall be made as follows(a)(b)(c)(d)the proposed sale, transfer, lease, exchange or other disposition must be approved by thedirectors;upon approval of the proposed sale, transfer, lease, exchange or other disposition, thedirectors must submit the proposal to the members for it to be authorised by a resolution ofmembers;if a meeting of members is to be held, notice of the meeting, accompanied by an outline ofthe proposal, must be given to each member, whether or not the member is entitled to vote onthe sale, transfer, lease, exchange or other disposition; andif it is proposed to obtain the written consent of members, an outline of the proposal must begiven to each member, whether or not the member is entitled to consent to the sale, transfer,lease, exchange or other disposition.Redemption of minority shares81. (1) Subject to any limitations in the memorandum or articles(a)(b)members holding ninety percent of the votes of the outstanding shares entitled to vote; andmembers holding ninety percent of the votes of the outstanding shares of each class andseries of shares entitled to vote as a class or series; on merger or consolidation under section76, may give a written instruction to an international business company directing the companyto redeem the shares held by the remaining members.(2) Upon receipt of the written instruction referred to in subsection (1), the international business companyshall redeem the shares specified in the written instruction irrespective of whether or not the shares areby their terms redeemable.(3) The international business company must give written notice to each member whose shares are to beredeemed stating the redemption price and the manner in which the redemption is to be effected.Arrangements82. (1) In this section, "arrangement" means(a) an amendment to the memorandum or articles;(b) a reorganisation or reconstruction of an international business company;(c) a merger or consolidation of one or more international business companies with one or moreother companies, if the surviving company or the consolidated company is a company incorporatedunder this Act;(d) a separation of two or more businesses carried on by an international business company;