International Business Companies [Back]
Amendments
- International Business Companies (Amendment) Act, 2012 No.13
- International Business Companies (Amendment) Act, 2006 No.43
- International Business Companies (Amendment) Act, 2003 No.29
- International Business Companies (Amendment) Act, 2002 No.14
- International Business Companies (Amendment) Regulations, 2001 No.38
- International Business Companies (Amendment) Regulations, 2000 No.72
International Business Companies (Amendment) Act
SAINT LUCIANo.13 of 2012
AN ACT to amend the International Business Companies Act, Cap. 12.14.
[22nd October, 2012]
BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the House of Assembly and the Senate of Saint Lucia, and by the authority of the same, as follows:
Short title
1. This Act may be cited as the International Business Companies (Amendment) Act 2012.
Interpretation
2. In this Act -“principal Act” means the International Business Companies Act, Cap. 12.14.
Amendment of section 10
3. Section 10(2) of the principal Act is amended in paragraph(b) -
- by inserting the word "Fund" between "Cooperative" and "Imperial";
- by inserting a comma after "Royal"; and
- by inserting the word "Trust" between "Royal" and "or".
Amendment of section 109
4. Section 109(2) of the principal Act is amended by deleting the words "financial statements" and substituting the words "or unaudited financial statements";
Amendment of section 116
5. Section 116(1) of the principal Act is amended-
- in paragraph(b), by deleting the full stop and substituting a semi colon; and
- by adding immediately after paragraph (b) the following paragraph (c);
"where the international business company is licensed to undertake international banking business, international insurance business or international mutual fund business, a valid certificate of compliance has been issued by the Director of Financial Services.".
Passed in the House of Assembly this 25th day of September, 2012.
PETER I. FOSTER,
Speaker of the HousePassed in the Senate this 27th day of September, 2012.
CLAUDIUS J. FRANCIS,
President of the Senate.
No. 13] International Business Companies (Amendment) Act [2012.
International Business Companies (Amendment) Act
SAINT LUCIANo. 43 of 2006
AN ACT to amend the International Business Companies Act, Cap. 12.14.
[27th November, 2006]
BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the House of Assembly and the Senate of Saint Lucia, and by the authority of the same, as follows:
Short title
This Act may be cited as the International Business Companies (Amendment) Act 2006.
Interpretation
In this Act -“principal Act” means the International Business Companies Act, Cap. 12.14.
Amendment of section 2
Section 2 of the principal Act is amended by
- inserting the following definitions in the correct alphabetical sequence:
“incorporated cell” means an international business company linked to an incorporated cell company;
“incorporated cell company” means an international business company created for the purpose of doing business using incorporated cells;
“linked” means the contractual relationship by which an incorporated cell does business through an incorporated cell company;"; and
- inserting the following subsection immediately after subsection (10) -
"(11) An incorporated cell is not a subsidiary of its incorporated cell company solely by virtue of the fact of it being an incorporated cell of its incorporated cell company.".Amendment of section 3
Section 3 of the principal Act is deleted and substituted by the following:
BUSINESS PURPOSES
(1) A company may, subject to subsection (2), be incorporated under this Act for any purpose not prohibited under this Act or under any other law in force in Saint Lucia.
(2) A company shall not be incorporated pursuant to this Act to engage in business as an incorporated cell company or an incorporated cell except for the purposes of international insurance business pursuant to the International Insurance Act, Cap. 12.15.".
Amendment of section 7
Section 7(1) of the principal Act is amended by deleting the full-stop and inserting a semi-colon at the end of paragraph (g) and by inserting the following paragraphs as (h) and (i) immediately after paragraph (g):
"(h) where a company wishes to engage in business as an incorporated cell company or an incorporated cell, a statement to that effect; and
(i) where a company elects to engage in business as an incorporated cell, the name of its incorporated cell company. ".
Amendment of section 9
Section 9 of the principal Act is amended by deleting subsection (1) and by substituting the following:
"(1) Subject to any limitations in its memorandum or articles, an international business company may
- amend its memorandum or articles by a resolution of members, or where permitted by its memorandum or articles or by this Act, by a resolution of directors;
- amend its memorandum and articles to state that it shall engage in business as an incorporated cell company or an incorporated cell.".
Amendment of section 10
Section 10 of the principal Act is amended by
- inserting the following subsection between subsection (1) and (2) as subsection (lA): "(1A) Notwithstanding subsection (1), the name of an international business company engaged in business as an incorporated cell company or an incorporated cell shall contain the letters "ICC or "IC" as appropriate.";
- deleting subsection (3) and substituting the following:
"(3) An international business company
- may amend its memorandum and articles to change its name;
- shall amend its memorandum and articles to comply with the requirement of section 10(IA) where it amends its memorandum and articles pursuant to section 9(1)(b).".
Amendment of section 39
Section 39 of the principal Act is amended by
- renumbering section "39" as section "39(1)"; and
- inserting the following as subsection (2)
"(2) An international business company doing business as an incorporated cell shall have the same registered agent as its incorporated cell company.".
Amendment of section 110
Section 110 of the principal Act is deleted and substituted by the following:
"110. Any payments of an income nature, whether by way of dividends, distributions, fees, premiums, lease, rent, annuity or for any other purpose by an international business company to another international business company, or to persons, trusts or other entities shall be exempt from any withholding tax provisions of the law in force in Saint Lucia which would otherwise be applicable to the international business company or to the recipient of such payments.".
Passed in the House of Assembly this 10th day of October, 2006.
J. BADEN ALLAIN,
Speaker of the House of AssemblyPassed in the Senate this 9th day of November, 2006.
HILFORD DETERVILLE,
President of the Senate.
No. 43 ]International Business Companies (Amendment) Act [2006.
International Business Companies (Amendment) Act
SAINT LUCIA
––––
No. 29 of 2003
An Act to amend the International Business Companies Act No. 40 of 1999 so as to protect certain rights and for matters connected therewith.
[12 January, 2004]
BE ITENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the House of Assembly and the Senate of Saint Lucia, and by the authority of the same, as follows:
Short title
This Act may be cited as the International Business Companies (Amendment) Act 2003.
Replacement of section 109
Section 109 is replaced by the following:
- Upon incorporation an international business company may elect:
- to be exempted from income tax;or
- to be liable to income tax on the chargeable income of the international business company at a rate of 1% in accordance with the Income Tax Act No.1 of 1989.
- Notwithstanding any provisions of the Income Tax Act No. 1 of 1989 an international business company that elects to be exempt from tax under subsection (1) (a), shall not be required to file any tax returns, but an international business company that elects to pay tax under subsection (1) (b), shall file an annual tax return based on annual audited financial statements.
- An international business company shall not be subject to withholding, capital gains or other like taxes except for income tax for an international business company making an election as provided for in subsection (1) (b).
- For purposes of this section, an international business company shall not be considered to be doing business in Saint Lucia solely because it engages in one or more of the following activities:
- maintaining one or more bank, trust or securities accounts in Saint Lucia;
- holding meetings of directors or members in Saint Lucia;
- maintaining corporate or financial records in Saint Lucia;
- maintaining an administrative or managerial office in Saint Lucia with respect to assets or activities outside Saint Lucia;
- maintaining a registered agent or registered office in Saint Lucia; or
- investing in stocks or entities doing business in Saint Lucia or being a partner in a partnership existing under the laws of Saint Lucia or a beneficiary of a trust or estate which has Saint Lucia as its situs.
- Notwithstanding any provision of the Stamp Duty Ordinance, Cap. 219 to the contrary —
- an instrument relating to transfers of any property to or by an international business company;
- an instrument relating to transactions in respect of the shares, debts,obligations or other securities of an international business company; or
- an instrument relating in any way to the assets or activities of an international business company;
is exempt from the payment of stamp duty.
- Where an international business company does not elect either to be exempted or to be liable to tax in accordance with subsection (1), it will be deemed to be exempted from income tax.
- An international business company, which has been deemed to be exempted from income tax or which has elected not to be liable to tax, may by notice filed with the Registrar, by the registered agent acting on the authority of the directors, elect to be liable to income tax at the rate of 1% from the date of the election.
- An international business company that has made an election to be liable to tax at the time of incorporation, or a company that subsequently elected to pay tax in accordance with subsection (7), will be bound by such election for the life ofthe company.”
Passed in the House of Assembly this 25th day of November, 2003.
J. BADEN ALLAIN,
Speaker of the House of AssemblyPassed in the Senate this 5th day of December, 2003.
THERESA ROMULUS,
Deputy President of the Senate.
No. 29 ]International Business Companies (Amendment) Act [2003.
International Business Companies
(Amendment) ActSAINT LUCIA
No. 14 of 2002
An Act to amend the International Business Companies Act 1999.
[19 September, 2002]
BE IT ENACTED by the Queen’s Most Excellent Majesty, by and with the advice and consent of the House of Assembly and the Senate of Saint Lucia, and by the authority of the same, as follows:
Short title
This Act may be cited as the International Business Companies (Amendment) Act 2002.
Interpretation
In this Act -“principal Act” means the International Business Companies Act 1999, No. 40.
Amendment of section 2
Section 2 of the principal Act is amended by
- deleting the definition of the phrase “authorised capital” and substituting the following definition -
“authorised capital” of a company means the sum of the aggregate par value of all shares with par value which the company is authorised by its memorandum to issue, plus the amount if any, stated in its memorandum as authorised capital to be represented by shares without par value which the company is authorised by its memorandum to issue;”;
- deleting the definition of the phrase “Financial Centre Corporation”;
- inserting the following definition in its proper alphabetical order –
“international financial services representation” means international financial services representation as defined in the Registered Agent and Trustee Licensing Act 1999”;
- removing the definition of the word “resident” after the definition of the word “property” and inserting it after the definition of the word “Registrar” and before the definition of the word “securities”;
- repealing subsection (9) and substituting the following subsection –
“(9) A reference in this Act to international banking business is a reference to international banking business as defined in the International Banks Act, 1999.”;
- inserting the following subsection immediately after subsection (9) –
“(10) A company incorporated under this Act, or a director, shareholder, debenture holder, or any mortgagee or pledgee of the shares or assets thereof shall be exempt from the provisions of the Aliens (Licensing) Act No. 9 of 1999.”
Amendment of section 7
Section 7(1)(e) of the principal Act is amended by inserting after the word “company” the following words
“setting forth the aggregate of the par value of all shares with par value that the international business company is authorised to issue and the amount, if any, to be represented by shares without par value that the international business company is authorised to issue.”
Amendment of section 12
- 5. (1) Section 12 (2) (e) is amended by deleting the words “for use as an office” and by replacing it with the words “for its operations”.
- Section 12(2)(f) of the principal Act is amended by deleting the words “an enactment” and substituting the words “the law in force in Saint Lucia”.
Amendment of section 14
Paragraph (j) of section 14(1) of the principal Act is deleted and substituted by the following
“(j) issue shares in any one or more currencies;”
Amendment of section 28
Section 28(3) of the principal Act is deleted and substituted by the following
“ (3) The share register shall be kept at the registered office of the international business company from the date of registration of the international business company.”
Substitution of section 34
Section 34 of the principal Act is amended by repealing the section and substituting the following section
“ Treasury shares disabled
34. Where shares in an international business company are held by
- the international business company as treasury shares; or
- another international business company of which the first international business company holds, directly or indirectly, shares having more than fifty percent of the votes in the election of directors of the other international business company; the shares of the first international business company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose under this Act except for purposes of determining the capital of the first international business company.”
Amendment of section 35
Section 35 (1)(b)(iii) of the principal Act is amended by deleting the words occurring after the word “surplus”.
Amendment of section 39
Section 39 of the principal Act is amended by repealing the words “shall be the registered office” and substituting the following words
“the registered office shall be at the office of the registered agent”.
Amendment of section 41
Section 41 of the principal Act is amended by inserting the following sub- sections immediately after subsection (2)
(3) Where the registered agent of an international business company desires to cease to act as registered agent and the registered agent is unable to reach an agreement, with the international business company for which he or she is the registered agent, concerning his or her replacement, the following provisions apply:
- the registered agent shall give not less than thirty days written notice to any director or officer of the international business company of which he or she is the registered agent at the director’s or officer’s last known address, or if the registered agent is not aware of the identity of any director or officer then the person from whom the registered agent last received instructions concerning the international business company, specifying the wish of the registered agent to resign as registered agent and shall together with the notice provide a list of all registered agents in Saint Lucia with their names and addresses;
- the registered agent shall submit to the Registrar a copy of the notice and list of registered agents referred in paragraph (a);
- if, at the time of expiry of the notice, the international business company has not adopted a resolution to amend its Memorandum to change its registered agent, the registered agent shall inform the Registrar in writing that the international business company has not changed its registered agent whereupon the Registrar shall publish a notice in the Gazette that the name of the international business company will be struck off the Register, unless the company, within thirty days from the date of the publication of the notice in the Gazette, registers with the Registrar a copy of a resolution amending its Memorandum to change its registered agent; and
- if an international business company fails within thirty days from the date of the publication of the notice referred to in paragraph (c) to file with the Registrar an application amending its Memorandum to change its registered agent, the Registrar shall strike the name of the company off the Register and shall publish in the Gazette a notice that the name of the international business company has been struck off the Register.
(4) Where the licence of a registered agent has been revoked under the Registered Agent and Trustee Licensing Act 1999, if a registered agent dies or fails to renew his or her licence the Registrar shall, for the purpose of changing the registered agent of the international business company, communicate with each international business company for which the person whose licence has been revoked or who has died or has failed to renew his or her licence is the registered agent and the provisions of subsection (3) have effect mutatis mutandis for the purpose of providing the procedures for changing the registered agent.
(5) An international business company that has been struck off the Register under this section remains liable for all claims, debts, liabilities and obligations of the international business company, and the striking-off does not affect the liability of any of its members, directors, officers or agents.”
Amendment of section 83
Section 83 of the principal Act is amended by inserting the following sub- section immediately after subsection (11)
“ (12) Only subsections (1) and (8)(9)(10) and (11) shall apply in the case of a redemption of shares by a company pursuant to the provisions of section 81 and in such case the written offer to be made to the dissenting member pursuant to subsection (8) shall be made within seven days immediately following the direction given to an international business company pursuant to section 81 to redeem its shares.”.
Amendment of section 84
Paragraph (c) of section 84(1) of the principal Act is amended by deleting the words “and in the case of a foreign company” appearing after the words “certified translation”.
Amendment of section 85
Paragraph (a) of section 85 (1) of the principal Act is amended by :
- deleting the full stop after paragraph (b) and replacing it with a semi colon; and
- inserting the following paragraph (c) after paragraph (b) -
“(c) evidence satisfactory to the Registrar that the company is in good standing.”.
Amendment of section 88
Section 88 of the principal Act is amended
- by inserting the following subsections immediately after subsection (2) –
“(2A) The registered agent of a company incorporated under this Act that continues as a company incorporated under the laws of a jurisdiction outside Saint Lucia shall within thirty days of the continuation of the company under the laws of the foreign jurisdiction file with the Registrar an affidavit to the effect that the company has continued its incorporation under the laws of the named foreign jurisdiction together with a certified copy of the certificate of continuation or registration from the foreign jurisdiction.
(2B) Upon registration of the affidavit and certificate referred to in subsection (2A) the Registrar shall:
- remove the name of the company from the register;
- issue a certificate of discontinuance; and
- publish the removal in the Gazette.”;
- by inserting the following paragraph immediately after paragraph (c) of subsection (3) -
“(d) service of process may continue to be effected on the registered agent of the company in Saint Lucia in respect of any claim, debt, liability or obligation of the company incurred during its existence as a company incorporated under this Act.”
Amendment of section 97
Section 97 of the principal Act is amended by inserting the following subsection immediately after subsection (3)
“(4) Any person who, pursuant to the provisions of subsection (1), makes an application to the Court for an order shall forthwith serve on the Registrar a notice that the application has been made, and the Registrar must retain and register the notice.”
Amendment of section 99
Section 99 of the principal Act is amended by deleting subsection (5) and by replacing it with the following:
(5) If an international business company has failed to pay the increased license fee due under subsection (2) of section 104, the Registrar shall, within ninety days of 31st December next ensuing publish in the Gazette and serve on the international business company, a notice stating the amount of the license fee due, under subsection (3) of section 104 and stating that the name of the international business company will be struck-off the Register.
(6) If an international business company fails to pay the increased licence fee stated in the notice referred to in subsection (5) by the 31st December referred to in that subsection, the Registrar shall strike the name of the international business company off the Register from 1st January next ensuing.
Amendment of section 103
Section 103 of the principal Act is amended by repealing the reference to subsection (7) and substituting the reference to subsection (6).
Amendment of section 109
Section 109 of the principal Act is amended by
- repealing subsection (1) and substituting the following subsection -
“(1) An international business company may elect
- to be exempted from income tax; or
- to be liable to income tax on the chargeable income the international business company at the rate of 1% in accordance with the Income Tax Act 1989.”;
- inserting the following paragraphs immediately after subsection (5) -
“(6) Where an international business company does not elect to be exempted or to be liable to tax in accordance with sub-section (1), it will be deemed to have elected to be exempted from income tax.
(7) An international business company, which has not made an election and has been deemed to be exempted from income tax, may by notice filed with the Registrar, by the registered agent acting on the authority of the directors, elect to be liable to income tax at the rate of 1% from the date of the election.
(8) An international business company that has made an election to be liable to tax at the time of incorporation, or a company that subsequently elected to pay tax in accordance with sub-section (7) will be bound by such election for the life of the company.”
Substitution of section 120
Section 120 of the principal Act is repealed and substituted by the following
“ Charging of assets and registration of the charge and mortgage
120 (1) An international business company may create a mortgage, charge or other encumbrance over any of its assets situate in any part of the world in accordance with the law of any jurisdiction of the international business company’s choice and the mortgage, charge or other encumbrance shall be binding on the company to the extent, and in accordance with, the requirements, of the chosen law.
(2) An international business company incorporated under this Act shall maintain at its registered office a register of mortgages, charges and other encumbrances in which there shall be entered particulars regarding each mortgage, charge and other encumbrances as specified in Regulations made under this Act.
(3) In the event that an application is made to a Court in Saint Lucia to enforce any mortgage, charge or other encumbrance created by an international business company and there are assets of the international business company which are subject to two or more mortgages, charges or other encumbrances, then, notwithstanding the provisions of any other law, priorities shall be determined in accordance with the dates of entry in the register of mortgages and charges.
(4) An international business company may submit to the Registrar for registration
- any document or copy of a document creating a mortgage, charge or other encumbrances over some or all of its assets;
- any document or copy of a document amending any document referred to in subsection (2) of 119; and
- 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.”
Passed in the House of Assembly this 11th day of June, 2002.
MATTHEW ROBERTS,
Speaker of the House of AssemblyPassed in the Senate this 6th day of August, 2002.
HILFORD DETERVILLE,
President of the Senate.No. 14 ] International Business Companies (Amendment) Act [2002.
International Business Companies
(Amendment) RegulationsSAINT LUCIA
STATUTORY INSTRUMENT, 2001, No. 38
[ 17th March, 2001 ]
The Minister for International Financial Services, in exercise of the power conferred by section 124 of the International Business Companies Act 1999, No.40, makes these Regulations:
Citation
These Regulations may be cited as the International Business Companies (Amendment) Regulations 2001.
Interpretation
In these Regulations — "principal Regulations" means the International Business Companies Regulations 2000, No.29."
Replacement of Form 8
Form 8 of the First Schedule to the principal Regulations is revoked and replaced by the Form 8 prescribed in the Schedule to these Regulations.
Replacement of regulation 13
Regulation 13 of the principal Regulations is revoked and replaced by the following:
"Certificate of good standing 13. — (1) An application for a certificate of good standing pursuant to section 116 of the Act shall be in the form prescribed in Form 11 A of the First Schedule. (2) A certificate of good standing pursuant to section 116 of the Act shall be in the form prescribed in Form 11 of the First Schedule."
Addition of Form 11A
Form 11 A in the Schedule to these Regulations is inserted in the First Schedule to the principal Regulations as Form 11A.
Addition of regulation 17
The principal Regulations are amended by adding the following regulation as regulation 17: " Application to renew registration 17. An application to renew annual registration pursuant to section 11 of the Act shall be in the form prescribed in Form 13 of the principal Regulations."
Addition of Form 13
The First Schedule to the principal Regulations is amended by adding as Form 13, the Form 13 prescribed in the Schedule to these Regulations.
Replacement of Regulation 15
Regulation 15 of the principal Regulations is revoked and replaced by the following:
"Fees 15.— (1) In this regulation — "annual fee" means the annual fee payable pursuant to section 11 of the Act.
(2) Subject to sub-regulations (3) and (4), the fees payable pursuant to the Act shall be as prescribed in the Second Schedule.
(3) Subject to sub-regulation (4), where the incorporation or continuation of an international business company takes place between —
- the 1st day of January and the 31st day of March or on either of these dates, the full annual fee shall be payable at the time of incorporation or continuation;
- the 1st day of April and the 30th day of June or on either of these dates, the annual fee payable at incorporation or continuation shall be reduced by twenty-five percent;
- the 1st day of July and the 30th day of September or on either of these dates, the annual fee payable at the time of incorporation or continuation shall be reduced by fifty percent;
- the 1st day of October and the 31st day of December or on either of these dates, the annual fee payable at the time of incorporation or continuation shall be reduced by seventy-five percent.
(4) The annual fee shall be paid at the time of incorporation or continuation of a company, and on or before the 15th day of January in every year following the year of incorporation or continuation."
Commencement
These Regulations shall be deemed to have come into force on the 9th day of February, 2000.
SCHEDULE
FORM 8
APPLICATION TO REGISTER ARTICLES OF CONTINUATION
(Regulation 11(1))
(International Business Companies Act, 1999: Section 84)
Name of Company
Proposed
Previous
(if different)Current Registered
JurisdictionDate Incorporated
I/We__________________________________________licensed as Registered Agent
No ______________________________ hereby apply to register the above named company as an international business company and append hereto the articles, memorandum and articles of continuation of the said company.
The company when incorporated will do no business in Saint Lucia and hereby elects under section 109 of the International Business Companies Act, 1999: (please tick as appropriate)
[ ] to be exempted from income tax.
[ ] to pay income tax on the profits and gains of the company at the rate of 1%.
I certify that the articles have been effected in accordance with the provisions of the International Business Companies Act 1999.
Signed by:________ ______
Registered Agent Date
I certify that this document was registered on this _______________________day of _______________________
The articles of continuation shall have immediate effect/become effective on _________ .
_________________________________
Registrar
International Business Companies
FORM II A
APPLICATION FOR CERTIFICATE OF GOOD STANDING
(Regulation 13 (2))
(Intemational Business Companies Act, 1999: Section 116)
Name of International Business company
Company Number
Name of Applicant
Occupation of Applicant
Business Address of Applicant
Telephone Nos.
E-mail address
_________________________ ________________
Applicant DateI certify that and the certificate of good standing was issued on this _________________day of _________
_____________________________
Registrar
International Business Companies
FORM 13
(Regulation 17)
APPLICATION TO RENEW ANNUAL REGISTRATION
(International Business Companies Act, 1999: Section 11)
Name of International Business Company Company Number
(Attach additional pages where necessary)
I/We, the Registered Agent of the International Business Companies listed above apply herein for renewal of the registration of the companies, and attached herewith the fee prescribed.
____________________
Registered Agent Date
I certify that registration of the above named International Business Companies has been effected for the year _______________________
___________________________________
Registrar
International Business Companies
PHILLIP J. PIERRE,
Minister of International Financial Services
SAINT LUCIA
STATUTORY INSTRUMENT, 2000, No. 72
[ 1st April, 2000 ]The Minister for International Financial Services, in exercise of the power conferred by section 124 of the International Business Companies Act, No. 40 of 1999, makes these Regulations :
Short title
These Regulations may be cited as the International Business Companies (Amendment) Regulations, 2000.
Amendment of the Second Schedule
The Second Schedule to the International Business Regulations, 2000 No. 29 is amended by replacing it with the following :
" 4. (a) Registration of articles of merger / consolidation / arrangement $200.00
(b) Registration of articles of continuation $300.00
Made, this 23rd day of March, 2000.
PHILLIP J. PIERRE
Minister for International Financial Services
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