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Products
International
Business Companies
The
Companies Act
PART
XII
Miscellaneous
114.
Employment of Registrar.
115.
Form of certificate.
116.
Certificate of good standing.
117.
Inspection.
118.
Filed memorandum and articles.
119.
Optional registration of registers.
120.
Registration of mortgages and charges.
121.
Jurisdiction.
122.
Declaration by Court.
123.
Judge in Chambers.
124.
Regulations.
Employment
of Registrar
114.—
(1) There shall be a Registrar of International Business
Companies who shall be responsible for ensuring the
proper administration of this Act and who shall be a
person employed by IFWIC with the approval of the Minister.
(2)
The Minister may recommend to IFWIC the dismissal of
a person appointed under subsection (1).
(3)
Where the Registrar is absent due to illness or absence
from the jurisdiction, or is otherwise unable to perform
the functions of that office, IFWIC may in consultation
with the Minister, appoint a suitable person to perform
the duties of Registrar during such absence or inability.
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Form
of certificate
115.
A certificate or other document required to be issued
by Registrar under this Act shall be in such form as
the Minister may approve.
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Certificate
of good standing
116.—
(1) The Registrar shall, upon request by any person,
issue a certificate of good standing under his or her
hand and seal certifying that an international business
company is of good standing if the Registrar is satisfied
that —
(a)
the name of the international business company is on
the Register; and
(b)
the international business company has paid all fees,
licence fees and penalties due and payable.
( 2)
The certificate of good standing issued under subsection
(1) must contain a statement as to whether —
(a)
the international business company has submitted to
the Registrar articles of merger or consolidation that
have not yet become effective;
(b)
the international business company has submitted to
the Registrar articles of arrangement that have not
yet become effective;
(c)
the international business company is in the process
of being wound up and dissolved; or
(d)
any proceedings to strike the name of the international
business company off the Register have been instituted.
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Inspection
117.—
(1) Except as provided in subsection (2) of section
85 the
Registrar,
shall upon the person's request upon payment of the
prescribed fee —
(a)
permit the person to inspect the Register kept by the
Registrar pursuant to this Act;
(b)
provide the person with the whole or part of any of
the following documents:
(i)
an original, or certified copy or extract of the certificate
of incorporation, merger, consolidated, arrangement,
continuation, dissolution, or good standing of an international
business company;
(ii)
an original or certified copy or extract of any document
showing the current information available to the Registrar
relating to the international business company if the
Minister and the Registrar think it fit to so provide.
(2)
A document provided by the Registrar under subsection
(1) is prima facie evidence of the matters contained
in it and is admissible as evidence in any proceedings
as if it were the original document.
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Filed
memorandum and articles
118.
Where this Act requires that memorandum and articles
relating to an international business company be sent
to the Registrar,
unless
otherwise specifically provided, the documents may be
delivered in such manner as the Registrar approves.
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Optional
registration of registers
119.—
(1) An international business company may submit for
registration by the Registrar any of the following registers
—
(a)
its share register;
(b)
its register of directors;
(c)
its register of mortgages and charges.
(2)
An international business company that has elected to
submit for registration a copy of a register shall,
until it otherwise notifies the Registrar pursuant to
subsection (3), submit for registration any changes
in its register by submitting for registration a copy
of the register containing the changes.
(3)
An international business company that submits for registration
a copy of a register with the Registrar may elect to
cease registration of changes in the register by informing
the Registrar in writing.
(4)
If an international business company elects to submit
for registration any register pursuant to subsection
(1), then, until such time as the international business
company informs the Registrar pursuant to subsection
(3) that it elects to cease to register changes in any
register, the international business company is bound
by the contents of the copy of the Register submitted
to the Registrar.
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Registration
of mortgages and charges
120.
An international business company may submit to the
Registrar
for registration —
(a)
any document or copy of a document creating a mortgage,
charge or other encumbrances over some or all of its
assets;
(b)
any document or copy of a document amending any document
referred to in subsection (2) of 119; and
(c)
any document releasing or discharging a mortgage, charge
or other encumbrance over any or all its assets; and
the Registrar must retain and register the document
or, as the case may be, the copy thereof.
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Jurisdiction
121.
For purposes of determining matters relating to title
and jurisdiction but not for purposes of taxation, the
situs of the ownership of shares, debt obligations or
other securities of an international business company
is Saint Lucia.
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Declaration
by Court
122.—
(1) An international business company, may, without
the necessity of joining any other party, apply to the
Court, by summons supported by an affidavit, for a declaration
on any question of interpretation of this Act, or of
the memorandum or articles of the international business
company.
(2)
A person acting on a declaration made by the Court as
a result of an application under subsection (1) shall
be deemed, in so far as regards the discharge of any
fiduciary or professional duty, to have properly discharged
that person's duties in the subject matter of the application.
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Judge
in Chambers
123.
A Judge of the Court may exercise in Chambers any jurisdiction
that is vested in the Court by this Act and in exercise
of that jurisdiction, the Judge may award costs as may
be just.
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Regulations
124.
The Minister may make Regulations -—
(a)
with respect to the duties to be performed by the Registrar
under this Act and in so doing may prescribe the place
where the office for the registration of international
business companies is located;
(b)
to provide information to be furnished for the purpose
of applying for a licence to carry on business as an
international business company;
(c)
to prescribe securities for the purposes of this Act;
(d)
with respect to duties of the Registrar;
(e)
prescribing fees payable under this Act and in doing
so may prescribe different fees to be applicable to
different categories of international business companies
including those carrying on an international banking
business, an international insurance business, a shipping
business or the business of an international trust company;
f)
to prescribe any other matter or thing required by this
Act to be prescribed; or
(g)
generally for the better carrying out of the provisions
of this Act. Passed in the House of Assembly this 7th
day of September, 1999.
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MATTHEW
ROBERTS,
Speaker of the House of Assembly.
Passed
in the Senate this 12th day of November, 1999.
HILFORD
DETERVILLE,
President of the Senate.
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