Saint Vincent Company Law - Saint Vincent and The Grenadines International Business Companies Act 2007

A Saint Vincent IBC must abide by company law laid out in the Saint Vincent and The Grenadines International Business Companies Act 2007. You will find below the key extracts from the Saint Vincent and The Grenadines International Business Companies Act along with the full act.

§8. Company Name

(1)The name of a limited company shall end with: “Limited”, “Corporation” “Incorporated”,“Sendirian Berhad”, “Société a Responsabilité Limitée”, “Société Anonyme”, “Sociedad Anonima”, “Besloten Vennootschap”, “ Gesellschaft mit beschrãnkter Haftung”, “Naamloze Vennootschap”, “Société par Actions” or there abbreviations

(7) A company may represent its name by using characters other than Roman characters provided that its name in Roman characters is displayed along with its non-Roman name.

§9. The name of an international business company shall not be the same as, or similar to, the name or business name of any other person or of any association. It also shall not suggest or imply the patronage of Her Majesty or that of a member of the Royal Family, a connection with Her Majesty’s Government or a department thereof, or a connection with a municipality or other local authority or with a society or body incorporated by Royal Charter.

§67. Registered Office and Agent

An international business company shall at all times have a registered office and agent in the State. These must be specified in the company's articles

§68. The registered agent of an international business company must be a person who holds a relevant licence. Notwithstanding any statutory provision to the contrary, the registered agent of an international business company shall be empowered to issue a certificate (“certificate of incumbency”) specifying the names and addresses of any person acting as director to a company incorporated under this Act.

§14. Articles of Incorporation and Bylaws

(1) Articles of incorporation shall be in prescribed form and shall set out, in respect of the proposed international business company:

  • the proposed name of the company;
  • the address of the registered office and the registered Agent
  • the company type
  • in the case of a company authorised to issue shares: the currency in which shares in the company shall be issued. A statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the company is authorised to issue. A statement of the number of shares to be issued. ;
  • whether the proposed company has elected to pay income tax at the specified rate on its profits and gains;
  • whether the proposed company has elected to register charges with the Registrar; and
  • any other matter relevant to the ownership, management or control of the company.

(2) The articles may set out any provisions not expressly prohibited by this Act.

(3) The articles must be subscribed by the registered agent named in the articles in the presence of a natural person who is a resident and who must sign his name as a witness

§97. Directors

The directors have all the powers of management of an international business company that are not reserved to the members under this Act or by the articles or bylaws.

§98. A director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes this Act or the articles or bylaws of the company.

§26. Share Types

(1) subject to its articles or bylaws, an international business company may issue shares and other securities of any type including:

  • registered shares, or shares issued to bearer, or both;
  • shares with special, conditional, limited or no voting rights;
  • common shares, preference shares, limited shares and redeemable shares;
  • shares that entitle the holder to participation in certain assets only;
  • shares with a par value;
  • shares with no par value;
  • options, warrants or rights, or instruments of a similar nature, to acquire any securities of the company;

(2) An international business company may issue shares in more than one currency.

§174. Company Restoration

1) Where the name of an international business company has been struck off the Register, the Registrar may, upon considering all the relevant facts and upon receipt of an application in the prescribed form and payment of the prescribed fee, and any outstanding fees, restore the international business company to the Register and issue a certificate of restoration in the prescribed form.

(2) The company or a creditor, member or liquidator of the company may, within 90 days, appeal to the Court from a refusal of the Registrar to restore the company to the Register and, if the Court is satisfied that it would be just for the company to be restored to the Register, the Court may direct the Registrar to do so upon such terms and conditions as it may consider appropriate.

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