St. Lucia International Business Companies Act - Lexadin

Saint Lucia International Business Companies Act, 1999 Page 44Certificate of continuation86. A certificate of continuation issued by the Registrar is prima facie evidence of compliance with allrequirements of this Act in respect of continuation.Effect of continuation87. (1) From the time of the issue by the Registrar of a certificate of continuation(a) the company to which the certificate of continuation relates(i) continues to be a body corporate, incorporated under this Act, under the name designatedin the articles of continuation;(ii) is capable of exercising all powers of a company incorporated under this Act; and(iii) is no longer to be treated as a company incorporated under the Companies Act or acompany incorporated under the laws of a jurisdiction outside Saint Lucia;(b) the memorandum and articles of the company, or their equivalent, as amended by the articlesof continuation, are the memorandum and articles of the company;(c) property of every description, including choses in action and the business of the company,continue to be vested in the company; and(d) the company continues to be liable for all of its claims, debts, liabilities and obligations.(2) Where a company is continued under this Act(a)(b)a conviction, judgment, order, claim, debt, liability or obligation due or to become due, or acause existing, against the company or against any member, director, officer or agent thereof,is not released or impaired by its continuation as a company incorporated under this Act; anda proceeding, whether civil or criminal, pending at the time of the issue by the Registrar of acertificate of continuation by or against the company, or against any member, director, officeror agent thereof, is not abated or discontinued by its continuation as a company incorporatedunder this Act, but the proceedings may be enforced, prosecuted, settled or compromised byor against the company or against the member, director, officer or agent thereof.(3) All shares in a company that were outstanding prior to the issue by the Registrar of a certificate ofcontinuation, shall be deemed to have been issued in conformity with this Act, but a share that at thetime of the issue of the certificate of continuation was not fully paid shall be paid up no later than oneyear immediately following the date of the issue of the certificate of continuation and until the share ispaid up, the member 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 anyprovisions of the memorandum and articles of the company do not in any respect accord with this Act(a)(b)the provisions of the memorandum and articles continue to govern the company until theprovisions are amended to accord with this Act or for a period of two years immediatelyfollowing the date of the issue of the certificate of continuation, whichever is the sooner;any provisions of the memorandum and articles of the company that are in any respect inconflict with this Act cease to govern the company when the provisions are amended toaccord with this Act or after the expiration of a period of two years after the date of issue of thecertificate of continuation, whichever is the sooner; and