St. Lucia International Business Companies Act - Lexadin

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Saint Lucia International Business Companies Act, 1999 Page 6"certified translation" means a translation into English language by a person approved to do so bythe Minister responsible for Foreign Affairs;"certificate of continuation" means a certificate of continuation issued under Part VIII;"company" means a body corporate however and wherever incorporated;"Companies Act" means the Companies Act, 1996;"continued" unless the context requires otherwise, means, continued within the context of PartVIII;"Court" means the High Court;"director" means director of an international business company;"Financial Centre Corporation" means the company registered under the Companies Act as CompanyNumber 126 of 1999;"international business company" means a company incorporated under this Act;"International Financial and World Investment Centre Limited" or "IFWIC" means the companyincorporated under the Companies Act as Company No. 195 of 1999;"liquidator" means liquidator of an international business company appointed under section 92;"member" means a person who holds shares in an international business company;"memorandum " means the memorandum of association of an international business company;"Minister" means the Minister responsible for International Financial Services;"officer" means officer of an international business company;"official liquidator" means the official liquidator of a company appointed under section 102;"person" includes a natural person, a company, a trust, the estate of a deceased person, a partnership,a limited liability or duration company, or an unincorporated association of persons;"prescribed" unless the context otherwise requires means prescribed in Regulations made undersection 124;"property" includes money, movable or immovable property, corporeal or incorporeal property, realor personal property, and an interest in property;"resident" means a person who ordinarily resides within Saint Lucia or carries on business from anoffice or other fixed place of business within Saint Lucia but does not mean a companyincorporated under this Act;"Register" means the Register of International Business Companies maintained by the Registrar inaccordance with section 5 (2);"registered agent" means a person licensed to carry on the business of international financialservices representation under the Registered Agent and Trustee Licensing Act, 1999;"registered office" means registered office of an international business company referred to insection 38;
Saint Lucia International Business Companies Act, 1999 Page 7"Registrar" means the Registrar of International BusinessCompanies employed under section 114;"securities" means shares, debt obligations, or options, warrants or rights to acquire shares ordebt obligations;"share certificate" means certificate used in respect of the shares of an international businesscompany;"surplus" in relation to a company, means the excess, if any, at the time of the determination, ofthe total assets of the company over the sum of its total liabilities, as shown in the books ofaccounts, plus its capital;"treasury shares" means shares of a company that were previously issued but were repurchased,redeemed or otherwise acquired by the company and not cancelled.(2) A reference to money in this Act is a reference to the currency of the United States of America;(3) A company that is incorporated under the Companies Act or under the laws of a jurisdiction outsideSaint Lucia shall be a company incorporated under this Act if it is continued as a company incorporatedunder this Act in accordance with Part VIII and references in this Act to a "company incorporatedunder this Act" shall be construed accordingly.(4) References in this Act to voting in relation to shares, shall be construed as a reference to voting bymembers holding the shares, except that it is the votes allocated to the shares that shall be counted,and not the number of members who actually voted, and a reference to shares being present at ameeting shall be given a corresponding construction.(5) Unless otherwise defined in the articles of a company incorporated under this Act, the expression "aresolution of directors" means(a) a resolution approved at a duly constituted meeting of directors or of a committee of directorsof a company, by affirmative vote of a simple majority or such larger majority as may bespecified in the articles, of the directors present at the meeting who voted and did not abstain;or(b)a resolution consented to in writing by an absolute majority, or such larger majority as may bespecified in the articles, of all the directors or of all the members of the committee;but, where a director is given more than one vote in any circumstances, the director shall in the circumstancesbe counted for the purpose of establishing majorities by the number of votes he or she casts.(6) Unless otherwise defined in the articles of a company incorporated under the Act, the expression "aresolution of members" means(a)a resolution approved at a duly constituted meeting of the members of a company by theaffirmative vote of(i) a simple majority, or such larger majority as may be specified in the articles, of the votesof the shares that were present at the meeting and entitled to vote thereon, and were votedand did not abstain; or
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