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 Act No. 29 of 1976: An Act to provide...
 Act No. 30 of 1976: An Act to amend...
 Act No. 31 of 1976: An Act to establish...
 Act No. 32 of 1976: An Act to make...














Title: Saint Vincent government gazette
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Permanent Link: http://ufdc.ufl.edu/UF00077473/01510
 Material Information
Title: Saint Vincent government gazette
Alternate Title: Government gazette
St. Vincent government gazette
Physical Description: v. : ; 35 cm.
Language: English
Creator: Saint Vincent
Publisher: G.P.O.
Place of Publication: Kingstown, St. Vincent
Kingstown St. Vincent
Publication Date: December 31, 1976
Frequency: weekly
regular
 Subjects
Subject: Gazettes -- Periodicals -- Saint Vincent   ( lcsh )
Genre: federal government publication   ( marcgt )
legislation   ( marcgt )
periodical   ( marcgt )
Spatial Coverage: Saint Vincent and the Grenadines -- Saint Vincent
 Notes
Dates or Sequential Designation: v. 1, no. 1 (1868)-v. 112, no. 48 (Tues., 23 Oct. 1979)
General Note: Description based on: Vol. 111, no. 1 (Tues., 3 Jan. 1978); title from caption.
General Note: Supplements which accompany some numbers contain extraordinary issues, ordinances, statutory rules of order, etc.
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Bibliographic ID: UF00077473
Volume ID: VID01510
Source Institution: University of Florida
Holding Location: University of Florida
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lccn - sn 89018505
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Succeeded by: Government gazette

Table of Contents
    Main
        Page 343
        Page 344
    Act No. 29 of 1976: An Act to provide for expenditure during the period beginning on the first day of January, one thousand nine hundred and seventy-four and ended on the thirtieth day of June, one thousand nine hundred and seventy-five upon certain services in excess of the Appropriation Law relating to the year one thousand nine hundred and seventy-four
        Page A-235
        Page A-236
        Page A-237
        Page A-238
    Act No. 30 of 1976: An Act to amend the Loans (Caribbean Development Bank) Act, 1973
        Page A-239
        Page A-240
    Act No. 31 of 1976: An Act to establish the Saint Vincent Trust Authority, to make provision for the registration of certain trusts on payment of specified fees in lieu of income tax, and for purposes connected therewith and incidental thereto
        Page A-241
        Page A-242
        Page A-243
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        Page A-252
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        Page A-254
        Page A-255
        Page A-256
    Act No. 32 of 1976: An Act to make provision for the formation and registration of international companies for the payment by such companies of certain fees in lieu of taxes and for purposes in connection therewith
        Page A-257
        Page A-258
        Page A-259
        Page A-260
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Full Text
Ii..;~
p." 5~. I ~ a


SAINT VINCENT


GOVERNMENT


GAZETTE


(EXTRAORDINARY)

SuTbliiTht by Autority

VOL. 109] SAINT VINCENT. FRIDAY, 31 DECEMBER, 1976. [No. 62.


GOVERNMENT NOTICE


No. 183.


LEGISLATION


The following Acts which have been assented to by His Excellency the
Governor are published with this issue of the Gazette:-
No. 29 of 1976.-An Act to provide for expenditure during the period
beginning on the first day of January, one thousand nine hundred
and seventy-four and ended on the thirtieth day of June, one
thousand nine hundred and seventy-five upon certain services in
excess of the Appropriation Law relating to the year one thousand
nine hundred and seventy-four.
No. 30 of 1976.-An Act to amend the Loans (Caribbean Development
Bank) Act, 1973.


No. 31 of 1976.-An Act to establish the Saint
to make provision for the registration
of specified fees in lieu of income tao-
therewith and incidental thereto. "


Trust Authority,
s connected


3 D~g 3 ~ -s



























SAINT VINCENT, FRIDAY, 31 DECEMBER, 1976.-(No. 62).


No. 32 of 1976.
traction of
companies
connection


-An Act to make provision for the formation and regis-
international companies for the payment by such
of certain fees in lieu cil l'xes and for purposes in
therewith.


31st December, 1976.


By Command,


J. A. POMPEY,
for Permanent Secretary,
Premier's Office.


PREMIER'S OFFICE,
ST. VINCENT.
31st December, 1976.

PRINTED BY THE GOVERNMENT PRINTER AT THE GOVERNMENT PRINTING OFFICE,
KINGSTOWN, ST. VINCENT.
[ Price 50 ceetl. 1



























SAINT VINCENT.


Act No. 29 of 1976.

I Assent,

RUPERT G. JOHN,
[L.S.] Governor.
30th December, 1976.

AN ACT to provide for expenditure during the period beginn-
ing on the first day of January, one thousand nine hundred
and seventy-four and ended on the thirtieth day of June,
one thousand nine hundred and seventy-five upon certain
Services in excess of the Appropriation Law relating to the
year one thousand nine hundred and seventy-four.
[ 31st Decemnber,76. S 3
WHEREAS the sum of money granted by the Ap pr
tion Act one thousand nine hundred and seventy-four f 't
services of the year one thousand nine hundred and seventh r
is insufficient to meet the demands for services of that eribd *
and for the period ended on the thirtieth day of Jun oie h -
thousand nine hundred and seventy-five

BE IT ENACTED by the Queen's Most Excellent Maj
by and with the advice and consent of the House of Assembly
Saint Vincent a.nd by the Authority of the same as follows:
1. This Act may be cited as the Supplementary Appro- Short title.
priation Act (No. 4), 1976.



,/s s/























Supplementary Appropriation (No. 4)


Appropriation
of
$11,211,238.78
for service
of the State.






Repeal of
No. 3 of
1976.


2. There shall be and there is hereby granted to Her
Majesty. Her Heirs and Successors for the period beginning on
the first day of .January, one thousand nine hundred and seventy-
four and ended on the thirtieth day of June, one thousand nine
hundred and seventy-five, the sum of eleven million two hundred
and eleven thousand two hundred and thirty-eight dollars and
seventy-eight cents to be paid and appropriated out of the
Consolidated Fund of Saint Vincent and other funds applied
and expended in the manner and for the services outlined in
the Schedule to this Act.
3. Tlie Supplementary Appropriation Act 1976 is hereby
repealed.


SCHEDULE


Account
No.


Service


Amount
$


RElCURRENT
Governor
Audit
House of Assembly
Director of Public Prosecutions
Attorney (General
Judicial
Service Commissions
Premier
Ministry of Fi'nance
Customs and Excise
Inland Revenue
Pensions
Public Debt
Ministry of Iome Affairs
Police
Prisons
Ministry of Education and Youth Affairs
Education
AMed ical and Health
Public Library
Ministry of Trade & Agriculture
Agriculture
Lands and Surveys
Ministry of Communications, Works and Labour


31,795.79
44,187.74
75,060.75
4,S 17.72
36,71.5:2(>
75,457.18
97,875.65
1 83,293.92
446,979.03
98,941.69
175,317.69
942,762.94
576,680.93
191,889.71
839,431.88
224,936.83
399.926.96
2,669,676.14
1,465,808.75
19,837.61
28,374.55
163.785.56
66,041.35
137,591.05


1101
1102
1103
1104
1105
1106
1107
1110
1120
1122
1123
1125
6126
1130
1131
1132
1140
2141
2142
2143
1150
5151
5153
1160


~~~~_


1976.


No. 29.





























No. 29.


4161
4162
4163
3164
3165
4169
1170


Supplementary Appropriation (No. 4)


Airport
Port and Marine
Post Office
Public Works Department
Public Works Recurrent
Labour
Ministry of Health, Housing, Local Government
and Community Development

Total Recurrent


CAPITAL


320 M1\inistry of Finance
330 Ministry of Home Affairs


Total Supplementary


1976.


20,890.87
169,599.23
399,092.10
110,767.93
...... 1,116,720.29
19,640.42

162,626.55

$10,996,524.01


84,891.32
...... 129,823.45

$11,211,238.78


Passed in the House of Assembly this 30th day of Dcccmber, 1976.

OWEN CUFFY,
Cl rk of the House of Assembly.


PRINTED BY THE GOVERNMENT PRINTER AT THE GOVERNMENT PRINTING OFFICE,
KINGSTOWN, ST. VINCENT.


[ Price 90 cents. ]


1976.





























SAINT VINCENT.



Act No. 30 of 1976.

I Assent,


RUPERT G. JOHN,
[L.S.] Governor.
30th December, 1976.


AN ACT to amend the Loans (Caribbean Development Bank)
Act. 1973

[ 31st December. 1976. ]

BE IT ENACTED by the Queen's Most Excellent Majesty,
by and with the advice and consent of the House of Assembly
of Saini Vincent and by the authority of the same as follows:-

1. This Act may be cited as the Loans (Caribbean Develop- Short title.
nient Bank (Amendment) Act, 1976.


2. The Loans ( Caribbean Deve'opment Bank) Act is here-
by amended -
(a) in section 3 by the deletn nm of subsection
(6); "
(b) by the insertion, immnedia'L after section 3,.f
the following icew section \ -

3A. There are hereby cli oi-and shall b1
payable out of the Consoda i a.ss s
of aint Vincent -

s-"
X 3^ *7^cS


No. 22 of 1973.

Amendenent of
Section 3.



Loans etc. to
be charged on
Consolidated
Fund and
Assets.
































No. 30. Loans (Caribbean Development Bank (Amendment) 197;


(a) all amounts required for the repayment of
any sums borrowed under the powers con-
ferred by section 3 and all interest and
other charges on such sums;
(b) all amounts required for payment to the
Treasury of the United Kingdom with in-
terest at such rate as the said Treasury may
fix, of any sum issued in pursuance of the
Colonial Loans Act, 1949, as amended, of
the United Kingdom on account of any
guarantee under that Act of any sums
borrowed under the powers conferred by
Section 3 of this Act.



Passed in the Hobuse of Assembly this 30th. dly of December, 197S.


OWEN CUFFY,
Clerk of the House of Assembly.
\ .'

PRINTED BY THE 14RVERNMENT PRINTED AT THE GOVERNMENT PRINTING OFFICE.
KINGSTOWN, ST. "INCENT
p ( [ Price 60 cents. ]
/ i 197ti
!^




























SAINT VINCENT


Act No. 31 of 1976.

I Assent,

RUPERT G. JOHN,
[ L.S. ] Governor.
30th December, 1976.

AN ACT to establish the Saint Vincent Trust Authority, to
make provision for the registration of certain trusts on
payment of specified fees in lieu of income tax, and for
purposes connected therewith and incidental thereto
[31st December, 1976. ]

BE IT ENACTED by the Queen's Most Excellent Majesty,
by and with the advice and consent of the House of Assemb.y
of Saint Vincent and by the Authority of the same as follows:-
PART I PRELIMINARY

1. This Act may be cited as the Saint Vincent Trust Short title.
Authority Act, 1976.

2. In this Act, unless the context otherwise requires- Interpretation.
'the Authority" means the Saint Vincent Trust
Authority established under section 3 of this Act;
"Commissioners" means the Commissioners of Income
Tax pointedd und section 42 of the Income Tax Ordinance, No. 21 of
y n 1967.
rerj























No. 31. Saint Vincent Trust Authority 1976.


S.I. 1967/223. "High Court" means the High Court of Justice of the
West Indies Associated States Supreme Court established by
section 4 of the West Indies Associated States Supreme Court
Order, 1967;
"international company" means an international
company, an international insurance company, an international
shipping company, and a superannuation fund, to which the
International Companies Act, 1976, applies;
"international insurance company" means an inter-
hational company which carries on the business of insurance
entirely, or in common with any other business;
"international shipping company" means an inter-
national company which carries on the business of shipping
entirely, or in common with any other business;
"Registrar" means the Registrar of the High Court;
"Registrar of trusts" means the Registrar of trusts
appointed under section 6 of this Act;
"registered trust" means a trust registered in accord-
ance with section 7 of this Act;
"resident representative" means the Authority and
any other person resident in Saint Vincent by whom an interna-
tional company is represented for the purposes of the Interna-
tional Companies Act; 1976;
"superannuation fundd" has the meaning assigned to
that expression in the International Companies Act, 1976;

PART II THE SAINT VINCENT TRUST AUTHORITY

Establishment 3. (1) There is hereby established an Authority, to be
of the Saint known as the "Saint Vincent Trust Authority", which shall be
Vincent Trust
Authority. a body corporate with perpetual succession and a common seal
and with power, in that name, to sue and to be sued.
(2) Within seven days from the date of commence-
ment of this Act the Authority shall be incorporated in accord-
Cap. 219. ance with the provisions of the Companies Act and of this
Act.
(3) The Board of directors of the Authority shall be
appointed by the Governor, by notice in the Gazette and shall
consist of seven members one of whom shall be so appointed
as chairman.






















Saint Vincent Trust Authority


4. The Authority shall have the duty-
(a) to administer all applications made for registra-
tion of trusts under this Act and of international
companies under the International Companies Act,
1976;

(b) to represent all trusts for the purposes of this
Act, and all international companies for the pur-
poses of the International Companies Act, 1976,
where a trust or international company is not
otherwise so represented;

(c) to supervise in accordance with any rules the
conduct and manner of representation afforded
by persons other than the Authority;

(d) to collect and remit all fees payable to the
Registrar and the Registrar of trusts under the
International Companies Act, 1976, and this Act,
respectively.
PART III REGISTRATION AND EXEMPTION OF
TRUSTS

5. (1) In relation to every trust in respect of which
application for registration under this Act is made, the
Authority shall-


(a) apply for registration to the Registrar of trusts
and lodge therewith all relevant trust docu-
ments and one copy thereof;


General duties
of the
Authority.


Authority to
apply for
registration of
trusts, etc.


(b) ensure that all fees payable under this Act to
the Registrar of trusts are duly paid;

(e) if registration is effected, receive from the
Registrar and transmit to the trustees con-
cerned a certified true copy of all relevant
trust documents together with the certificate
of registration issued by the Registrar of
trusts.

(2) The Authority shall-
(a) keep the Registrar of trusts informed as to all
matters relevant to the application of this
Act to a registered trust; and


No. 31.


1976,























Saint Vincent Trust Authority


(b) take all necessary steps to furnish the Regis-
trar of trusts with such information relating
to a registered trust as he may from time
to time require for the purposes of this Act.


Appointment
of Registrar
of trusts.

Duties of the
Registrar of
trusts.


6. The Governor shall, by notice in the Gazette, appoint
a fit and proper person to be the Registrar of trusts for the
purposes of this Act.

7. (1) Subject to subsection (3) of this section, upon
receipt of an application and all re'eva'nt trust documents
together with a copy thereof, as required by paragraph (a) of
section 5 (1) of this Act, from the Authority, and after receipt
of the appropriate fees payable under this Act, the Registrar
of trusts shall-
(a) register the trust in respect of which applica-
tion is made by entering particulars of the
trust in a register to be kept by him; and
(b) open and maintain a file containing all the
documents relevant to that trust (except the
copy of the trust document) and all other
documents received, from time to time, re-
lating to that trust; and
(e) transmit to the Authority the copy of the
trust document certified by hin to le a true
copy of the original, and a certificate of
registration showing that the trust has been
duly registered, and specifying the date upon
which it was so registered, under this Act.
(2) Every certificate of registration shall be in the
form set out in the First Schedule to this Act.
(3) If, for any reason, the Registrar of trusts is of
the opinion that a trust should not be registered, lie shall inform
the Authority in writing giving 1he reason and, requiring thle
Authority, within four weeks or such longer period as lie may
in any particular case allow, to satisfy him that registration
may properly be effected.
(4) The Registrar of trusts shall, at all times during
normal office hours, permit a trustee, resident representative.
or other authorized representative of a registered trust to
inspect the entry in the register and the documents in the file
relating to that trust, shall permit the making of copies thereof


No. 31.


1976.




















245

Saint Vincent Trust Authority


No. 31.


1976.


by any such person, a'nd shall, if so required for the purpose of
any legal proceedings, produce the file in court.

8. i (1) A trust in respect of which registration is applied 'Qualifications
for under t':is Act slhal be a trust the beneficiaries of which fr trust to be
do not include any person resident, ordinarily resident, or
domiciled, in Saint Vincent.
(2) A registered trust shall not cease to be registered
by reason only that a beneficiary becomes resident, ordinarily
resident, or domiciled, in Saint Vincent, but any such bene-
ficiary shall, from the date upon which he becomes resident,
ordinarily resident, or domiciled, in Saint Vincent, cease to be
entitled to the exemption afforded by section 9 of this Act.
(3) A trust may be registered under this Act only if
at least one of the trustees is the Authority or a person who is
resident in Saint Vincent and possesses a professional qualifica-
tion and status satisfactory in the opinion of the Authority to
ensure the proper and efficient administration of the trust for
the benefit of the beneficiaries a'nd its representation in accord-
ance with t!is Act.


9. (1) Subject to subsection (2) of this section, the funds
of a registered trust distributed to beneficiaries who are neither
resident, ordinarily resident nor domiciled, in Saint Vincent,
and payable in accordance with the provisions of the trust
instrument shall be exempted from liability in respect of the
tax on the income from, and the amount of the distribution of,
those funds which is, and would but for the provisions of this
section be, imposed by the Income Tax Ordinance, 1967.
(2) The exemption afforded by subsection (1) of this
section shall be granted in respect of funds received, held, and
properly payable, at any time whilst a trust remains duly
regisktred under this Act and not otherwise.

10. (1) The Commissioners may require the resident
trustee of a trust to furnish them with such information as
they deem l'ecessary to enable them to determine whether or
not the exemption afforded by section 9 of this Act should be
granted or continued.
(2) If. within twenty-eight days, or such longer period
as the Commnissioners may in any particular case allow, after
service of a notice in writing for the purposes of subsection (1)
nf this section, served personally on or sent by registered post
to the resident trustee, the Commissioners-


Exemption of
registered
trust from
income tax.



No. 21 of 1967.





Power of
Commissioners
to require
information.






















Saint Vincent Trust Authority


Duties ef the
Authority in
relation to
international
companies.


International
companies to
be represented.


(a) are not satisfied that the information required to
be given and specified in the 'notice is sufficient; or
(b) have not received that information,
the provisions of section 9 of this Act shall cease to be applicable
in relation to the trust concerned until such time, if any, as the
information has to the satisfaction of the Commissioners been
given, or the Commissioners are otherwise satisfied.

PART IV PROVISIONS RELATING TO
INTERNATIONAL COMPANIES

11. It shall be the duty of the Authoiity in relation to
every international company in respect of which registration
under the International Companies Act, 1976, is applied for-
(a) to make application to the Registrar and lodge
therewith all relevant documents;
(b) if registration is effected, to receive from the
Registrar and to transmit to the resident repre-
sentative a certificate of registration in the form
set out in the Fifth Schedule to the International
Companies Act, 1976.
(c) to ensure the payment of all fees required to be
paid by international companies to the Registrar
as are specified in the Second Schedule to the
International Companies Act,-1976;
(d) to obtain from the resident representative, .nd
to furnish the Registrar with, such information
relating to an international company as the Regis-
trar may, under the International Companies Act
1976, from time to time require;
(e) to keep the Registrar informed as to all matters
relevant to the application of the International
Companies Act, 1976, to any international
company.

12. An international company shall not be registered under
the International Companies Act, 1976. unless it has a resident
representative being either the Authority or a person who is
resident in Saint Vincent and possesses a professional qualifica-
tion and status satisfactory in the opinion of the Authority to
ensure proper and efficient representation of the international
company concerned,


No. 31.


1976.






















Saint Vincent Trust Authority


PART V FEES, ETC.


13. (1) There shall be paid to the Registrar of trusts,
through the Authority, by or on behalf of a trust, in respect of
the matters specified in the Second Schedule to this Act, the
fees respectively specified in relation thereto in that Schedule.
(2) The Minister for the time being responsible for
finance may. from time to time by Order, vary any of the
fees specified in the Second Schedule to this Act.
(3) An Order under subsection (2) of this section
shall not be published in the Gazette unless a draft thereof
has been laid on the table of the House of Assembly and
been approved by resolution thereof.
(4) A resident trustee shall be personally liable for
the. payment of all fees payable by or on behalf of a registered
trust, relating to any matter specified in the Second Schedule
to this Act, during the period of twelve months immediately
preceding the date upon which such trust ceases to be registered
under this Act, and if not paid to the Registrar within twenty-
eight days from the end of that period such fees shall be
recoverable from the resident trustee concerned as a civil debt
owing to the Government.
(5) For the purposes of this Act "resident trustee"
means the Authority and any other person resident in Saint
Vincent by whom a trust is represented for the purpose of this
Act.

14. (1) There shall be paid to resident representatives
and resident trustees respectively by or on behalf of interna-
tional companies and trusts, in respect of the services specified
in the Third Schedule to this Act, the fees specified for those
services in that Schedule.
(2) A resident representative or resident trustee
other than the Authority at the same time as payment to the
Authority is made by him of a fee for registration or an annual
fee payable to the Registrar or Registrar of trusts, shall
remit to Ohe Authority a sum equal to twenty per cent-
(a) in the ease of a fee so payable for registra-
tion, of the amount of the appropriate fee
specified for registration; and


Fees payable
to Registrar
of trusts.


Fees payable
to resident
representatives
and trustees.


1976.


No. 31.






















No. 31. Saint Vincent Trust Auihority 1976.


(b) in the case of an annual fee so payable, of the
i;mot'nt of the appropriate fee specified for
representation,
in the Third Schedule to this Act.
(3) A resident representative or resident trustee may,
from time to time, charge reasonable fees for services rendered
to an international company or trust in connection with the
operation or administration of the International Companies
Act, 1976, or this Act, being services rendered which are not
specified in the Third Schedule to this Act.
(4) The Minister for the time being responsible for
matters relating to finance may, from time to time by Order,
vary any of the fees specified in the Third Schedule to this Act.
(5) An Order under subsection (4) of this section shall
not be published in the Gazette unless a draft thereof has been
laid on the table of the House of Assembly and been approved
by resolution thereof.

PART VI MISCELLANEOUS
Refusal and 15. (1) The Registrar of trusts may refuse the registra-
eancellation tion of a trust if he is not satisfied-
of registration.
(a) that an application is in conformity with the
provisions of this Act;
(b) after the expiry of a period of notice given
in accordance with section 7(3) of this Act,
that registration may properly be effected;
(c) that a trust is qualified in terms of section
(1) or (3) of this Act.
(2) The Registrar of trusts shall cancel the registra-
tion of a trust-
(a) upon the written request of all the trustees;
(b) if the trust has ceased to exist;
(c) if he is satisfied that a certificate of registra-
tion issued by him in respect of the trust
has been obtained by or on account of any
fraud or mistake;
(d) if the trust ceases to be qualified in terms of
section 8(3) of this Act;
(e) in the event that he has not within sixty days




























249

No. 31. Saint Vincent Trust Authority 1976.

or such longer period as he may in any
particular case allow, received the annual fee
payable under the Second Schedule to this
Act.

16. (1) An appeal to the High Court shall lie from a Appeals
refusal or cancellation of registration by the Registrar of trusts
under section 15 of this Act.
(2) On an appeal under this section the High Court
may make any order which it considers to be appropriate,
including an order as to the costs of the appeal, and such order
shall be final.
(3) The burden of proving that a trust is qualified for
registration under this Act, or that a refusal or cancellation of
registration was not justified, shall lie on the resident trustee
who shall be the appellant.

17. The Governor may make rules for the better carry- Rules.
ing into effect of the purposes and provisions of this Act and,
without prejudice to the generality of the foregoing power,
such rules may provide the procedure for appeals under
section 16 of this Act.

18. The Saint Vincent Trust Authority Act, 1976, passed Repeal of
in the House of Assembly on 'the 21st October, 1976, and No. 25 of
assented to by the Governor on the 9th November. 1976. is 76.
hereby repealed.







C]


Registration No

File No.




Entry No.




Entry No. I


I
Date of Registration Dat'




Name Entry




SParticulars


FIRST SCHEDULE
CERTIFICATE (F REGISTRATION


e of Cancellation


Entry No.


V


Entry No.







Tames Citizenship Addres


Date, Signature and Seal of
the Registrar of Trusts


Address




Trustees

s Function* Authority**










Date, Signature and Seal of
the St. Vincent Trust Authority






Entries


Date


Date


iJ


Documents


f.. '. '


** I

JS

....LTD.

NS


Individual authority to sign

Authority to sign jointly with another trustee

Authority to sign limited to the amount ihown::

No authority to sign


)I I_


Designation


Abbreviations (See Overleaf)









* CH = Chairman of the Board of Trustees

R = Resident Trustees

























: "SECOND SCHEDULE (Section 13 (1))

Peeispaliable to the. Registrar. of trusts through the Authority.

1. (a) For registration, a fee of six hundred dollars;
(b) An annual fee of four hundred dollars-
(i) payable on registration in respect of the period
between the date of registration and the 1st
April of the next succeeding year and calcu-
lated at the rate of one-twelfth of the annual
fee for each month and any part of a month;
(ii) payable in full not later than the 1st April of
each successive year after the date of regis-
tration;
(c) For registering any document required to be
lodged under section 5 of this Act, a fee of twenty
dollars;
(d) For recording any fact relating to a registered
trust, a fee of twenty dollars;
(e) For a certified copy of a certificate of registration
or any other document, a fee of twenty dollars.

2. The fees specified in this Schedule are expressed in
dollars issued by the East Caribbean Currency Authority but
may, as occasion requires, be quoted, and paid from, outside
Saint Vincent in the currency of the United States of America
to an equivalent amount.

THIRD SCHEDULE (Section 14 (1)

Fees payable to Resident Representatives and Resident Trustees for services.

1. (a) For registration-
(i) of an international company (other than an
international insurance company and a super-
annuation fund), a fee of seven hundred and
fifty dollars or one-quarter per cent of the
registered capital, whichever is the greater;
(ii) of an international insurance company, a fee
of one thousand five hundred dollars or one-


No.' '31.


Sainti Vihkeet Trmt sAith orito


1978.
























No,' 31. Saint:Vinc6nt, I'rust 4ufhority .1976.


quarter per:eentoofthe registered capital, which-
ever is the greater;
(iii) of a superannuation fund or a trust, a fee of not
less than seven hundred and fifty dollars nor
more than two thousand dollars, calculated on
the basis of one-quarter per cent of the total
amount of the funds thereof;
(iv) of a ship owned by an international company,
a fee of one thousand dollars or twenty cents
per net ton of the ship, whichever is the
greater;
Cb) For registration of any increase of capital-
(i) of an international company (other than a
superannuation fund), a fee of one-quarter per
cent of such increase of capital;
(ii) of a superannuation fund or a trust, a fee not
exceeding two thousand dollars calculated on
the basis of one-quarter per cent of the increased
amount of the funds thereof;
(c) for representation-
(i) of an international company (other than an
international insurance company and a super-
annuation fund), an annual fee of five hundred
dollars or one-quarter per cent of the registered
capital, whichever is the greater;
(ii) i,' an i nterlmtioiial insurance company, an
annual fee of one thousand dollars or one-quarter
per cent of the registered capital, whichever
is the greater;
(iii) of a superannuation fund or a trust, a fee of
not less than five hundred dollars, calculated
on the basis of one-quarter per cent of the
total amount of the funds thereof.

2. The fees specified in this Schedule are expressed in
dollars issued by the East Caribbean Currency Authority but
may, as occasion requires, be quoted, and paid from, outside


































255

No. 31. Saint Vincent Trust Authority 1976.


Saint Vincent in the currency of the United States of America
to an equivalent amount.



Passed in the House of Assembly this 30th day of December, 1976.


OWEN CUFFY,
Clerk of the House of Assembly.



PRINTED BY THE GOVERNMENT PRINTER AT THE GOVhRNMENT PRINTING OFFICE,
KINGBTOWW, ST. VINCENT.
[ Price $4.20 cents. ]
1976.



























SAINT VINGENT.



Act No. 32 of 1976.

I Assent,


RUPERT JOHN,
[L.S.] Governor.

30th December, 19~, .

AN ACT to make provision for the formation and registration
of international companies, for the payment by such
companies of certain fees in lieu of taxes, and for purposes
in connection therewith

[ 31st December, 1976.
BE IT ENACTED by the Queen's Most Excellent Majesty,
by and with the advice and consent of the House of Assembly
of Saint Vincent and by the authority of the same as follows:-

1. This Act may be cited as the International Companies Short title.
Act, 1976.

2. In this Act, unless the context otherwise requires- Interpretation.
"the Authority" means the Saint Vincent Trust Authority
established and incorporated under section 3 of the Saint
Vincent Trust Authority Act, 1976;
"Commissioners" means t4e Commissioners of Income Tax No. 21 of
appointed under section 42 orf the Income Tax Ordinance, 1976; 1967.
"in erational company ans an international company,
an inter atihnal insurance ny, an international shipping
company, ud superan fund, to which this Act applies;



f ) S






















International Companies


"international insurance company" means an international
company which carries on the business of insurance entirely, or
in common with any other business;
"international shipping company", means an international
company which carries on the business of shipping entirely, or
in common with any other business.
"Registrar" means the Registrar of the High Court;
"resident representative" means the Authority and -any
other person by whom an international company is represented
for the purposes of this Act;
"superannuation fund" means a fund, established for the
benefit of persons employed by an international company and
the dependants of such persons, of which not more than one-
tenth of the sums payable out of the fund to beneficiaries at any
given time would be receivable by or for the benefit of persons
resident, ordinarily resident or domiciled in Saint Vincent.

on 3. (1) The provisions of sections 4, 9, 10 and 11 of this
ct.. Act shall not apply with respect to-


(a) any company which at any time is required to
distribute to any shareholder or officer of the
company, or other person on behalf of a share-
holder or officer, whilst he is resident in Saint
Vincent, more than one-tenth of the total value
of-
(i) its assets; or
(ii) its issued share capital; or
(iii) its issued loan capital; or
(iv) the interest, dividends or other consideration
payable in respect of any loan or preference
share;
(b) any company which engages in buying or selling
goods, or providing services, in Saint Vincent;
(c) any company or association or body of persons
which engages, or whose purpose is to engage, in
the business of banking unless prior to registra-
tion under this Act it has been authorized to
carry on such business by a licence issued by the
Governor.
(2) Nothing in subparagraph (iv) of paragraph (a)
or in paragraph (c) of subsection (1) of this section shall


Applicati
of -this A
ana the
Companies
Act, etc.


*a


No. 32.


1976.





















No. 32. International Companies 1976.


prevent a bank licensed under and in accordance with the No. 39 of
Savings and Deposit Banks Act, 1975, which receives on its 1975.
own behalf interest, payable in respect of its issued loan capital
or other loans made by it, exceeding one-tenth of the total
value thereof, from being registered as an international company.
(3) For the purposes of paragraph (c) of subsection
(1) of this section-
(a) application for a licence shall be made to the
Governor by the Authority on behalf of the
applicant;
(b) there shall be payable upon the grant of a.licence,
and upon each anniversary of such grant for so
long as the licence is in force, such fee as the
Governor may from time to time prescribe;
(c) the Governor may impose in relation to the grant
or renewal of a licence such conditions as he may
deem to be necessary or expedient;
(d) in considering an application for a licence and
any renewal thereof the Governor may require
to be satisfied as to the financial condition and '
history, the character of the management, and the ::
nature and extent of the capital structure, of the
applicant;
(e) "business of banking" means any business which
includes as an essential feature the acceptance
of deposits of money from the public, repayable
on demand, for the purpose of lending or invest-
ment.
(4) Subject to the modifications set: out in the First
Schedule to this Act, all the provisions of the Companies Act Cap. 219.
apply for the purposes of this Act and are deemed to form
part of this Act.
(5) Nothing in the Assurance Companies Ordinance, No. 8 of
1957, shall apply with respect to an international .insurance 1957.
company registered under this Act.

4. (1) An international company may, on application, be Registration
registered for exemption in accordance with this Act from procedure.
taxation.
(2) Every application for registration shall be made
to the Registrar by the Authority and shall be accompanied by





















International Companies


RefUsal of
tegistrationl


Registrar may
require
information.


Cancellation of
Registration.


the appropriate fee for registration, and the appropriate annual
fee, prescribed by the Second Schedule to this Act.
.(3) The Registrar, upon being satisfied by the Author-
ity that an international company may properly be registered
under this Act, and after receipt of the appropriate fees payable,
shall register that company and issue a certificate of registration
to the Authority.

5. (1) The Registrar may refuse registration if he is
not satisfied, that an application is in conformity with the
provisions of 1his Act or that a company is not an international
company, or if for any other reason he is of opinion that the
company should not be registered.
(2) Notwithstanding subsection (1) of this section,
the Registrar shall not refuse registration unless the Authority
has first been notified in writing of the reason for the proposed
refusal and given an opportunity to satisfy the Registrar in
accordance with the provisions of section 6 of this Act.

6. (1) The Registrar may at any time require the
Authority to furnish him with such specified information as
he may reasonably require to enable him to ascertain whether
or not registration should be granted or continued.
(2) If within four weeks, or such longer period as the
Registrar may in any particular case allow, after a written
notice sdrvel personally on or sent by registered post to the
Authority, the Registrar-
(a) is not satisfied tQat the information required to be
given under subsection (1) of this section and
specified in the notice is sufficient to enable him
to ascertain whether or not registration should
be granted or continued; or
(b) has not received that information,
he shall refuse or, as the case may be, cancel the registration of
the international company concerned.

7. The Registrar shall cancel the registration of an inter-
natioial coimpany-
(a) upon the written request of the company;
(b) if the company has ceased to exist;
(c) if he is satisfied that a certificate of registration
issued by him in respect of the company has been
obtained by or on account of any fraud or mistake;


Ro0. 8


1976.






















No. 32. International Companies 1976,


(d) in the event that he has not, within sixty days or
such longer period as he may in any particular
case allow, received the annual fee payable il
accordance with the Second Schedule to this Act.
(e) if he is satisfied that a company is, contrary to
section 3 of this Act, carrying on the business
of banking without a licence or in contravention
of any condition imposed in relation to the grant
or renewal thereof.

8. (1) An appeal to the High Court shall lie from a Appeals.
refusal or cancellation of registration by the Registrar under
sections 5 (1), 6 (2), and paragraphs (L), (c) (cd) and (e) of
section 7, of this Act.
(2) On an appeal under this section the High Court
may make any order which it considers to be appropriate,
including an order as to the costs of the appeal, and such order
shall be final.
(3) The burden of proving that a company is eligible
for registration under this Act, or that a refusal or cancellation
of registration was not justified, shall lie on the resident
representative who shall be the appellant.

9. (1) Subject to subsection (2) of this section, an inter- Rxemption
national company which pays dividends to persons who are from tax
neither resident, ordinarily resident, nor domiciled in Saint i iertnain
Vincent, shall be exempted from liability in respect of tax on
those dividends which is, and would but for the provisions of
this section be, imposed by the Income Tax Ordinance, 1967. No. 21 of
1967.
(2) The exemption afforded by subsection (1) of this
section shall be granted in respect of dividends properly payable
at any time whilst an international company remains duly
registered under this Act and not otherwise.

10. (1) Subject to subsection (2) of this section, an inter- Exemption
national company shall be exempted from liability in respect from income
of the tax on income which is, and would but for the provisions tax.
of this section be, imposed by the Income Tax Ordinance, 1967. No. 21 of
(2) The exemption afforded by subsection (1) of this 1967.
section shall be granted in respect of each complete year of
assessment during-the whole of which an international company
remains duly registered under this Act and not otherwise.























In ternatioval Companies


Exemption of
superannuation
funds.




No. 21 of
1967.




Power to
Commissioners
to require
information.


Fee pay-
able, etc.


11. (1) Subject to subsection (2) of this section, the funds
of a superannuation fund distributed to the beneficiaries who
are neither resident, ordinarily resident, nor domiciled, in Saint
Vincent, and payable in accordance with the provisions'of that
fund, shall le exempted from liability in respect of the tax on
the income from, and the amount of the distribution of, those
funds which is, and would but for the provisions of this section,
be imposed by the Income Tax Ordinance, 1967.
(2) The exemption afforded by subsection (1) of this
section shall be granted in respect of funds received, held, and
properly payable, at any time whilst an international company
remains duly registered under this Act and not otherwise.

12. (1) The Commissioners may require the resident
representative of an international company to furnish them
with such information as they deem necessary to enable them to
determine whether or not the exemption afforded by section 9,
10 or 11 of this Act should be granted or continued.
(2) If within twenly-eight days, or such longer period
as the Commissioners may in any particular case allow, after
service of a notice in writing for the purposes of subsection (1)
of this section, served personally on or sent by registered post
to the resident representative, the Commissio-ners-
(a) are not satisfied that the information required to
be given by the notice is sufficient; or
(b) have not received that information,
the provisions of section 9, 10 or 11 of this Act, as the case may
be, shall cease to be applicable in relation to the international
company concerned until such lime, if any, as the information
has to the satisfaction of the Commissioners been given, or the
Commissioners are otherwise satisfied.

13. (1) Subject to section 17 of this Act, there shall be
paid to the Registrar by or on behalf of an international company,
in respect of the matters specified in the Second Schedule to
this Act, the-fees respectively specified in relation thereto in
that Schedule.
(2) The Minister for the lime being responsible for
finance may, from lime to time by Order, vary any of the fees
specified in the Second Schedule to this Act.
(3) An Order under subsection (2) of this section shall
not be published in the Gazette unless a draft thereof has been


No. 32.


1976.






















No. 32. International Companics 1976.


laid on the table of the House of Assembly and been approved
by resolution thereof.
(4) A resident representative shall be personally liable
to pay all fees payable by or on behalf of a registered inter-
natiohal cCma:niy, i.Jtiin to any matter specified in the Second
Schedule to this Act, during the period of twelve months immedi-
ately preceding the date. upotn which such company ceases to be
registered under this Act, and if not paid to the Registrar
within twenty-eight days from the end of that period such fees
shall be recoverable from the resident representative concerned
as a civil debt owing to the Government.

14. The memorandum of association of every international Form of
company in respect of which an application for registration memorandum
of association
under this Act is made, shall be hi the form set out in the of international
Third Schedule to this Act. company.

15. The articles of association of every international Form of
company in respect of which an application for registration articles of
under this Act is made, if no different form of articles of of interna-
association is filed on registration or adopted by special resolu- tional
tion, shall be in the form set out in the Fourth Schedule to company.
this Act.

f1. The form of certificate of registration- Forms of
certificate of
(a) of an international company (other than a super- registration of
S annuation fund), shall be in Form A; international
(b) of a superannuation fund, shall be in forlr B, company.
set out in the Fifth Schedule to this Act.

17. (1) Subject to Ihe provision; of section 3 of this Act,
a company incorporated in Saint Vincent under the Companies Cap. 219.
Act which, immediately before the commencement, was an
exempted company for the purposes of the International
Companies (Exemption from Income Tax) Ordinance, 1966, No. 29 of
may apply to be registered under this Act. 1966.
(2) The fees specified in paragraphs 1(a) and 3(a)
of the Second Schedule to this Act shall not be payable in
respect. of any application made in pursuance of this section
received by the Registrar within three months after the date
of commencement.
(3) An application made in pursuance of this section
shall not be refused solely on the ground that sections 14 or 15






















International Companics


of this Act have not been complied with, and registration may
be effected notwithstanding the provisions of those sections.

18. The Governor may make rules for the better carrying
into effect of the purposes and provisions of this Act and, with-
out prejudice to the geflerality of the foregoi'g power, such
rules may provide the procedure for appeals under section
9 of this Act.

19. This Act repeals-
(a) the International Business Companies (Exemption
from Income Tax) Ordinance, 1966; and
(b) the International Companies Act 1976, passed in
the House of Assembly on the 21st October, 1976,
and assented to by the Governor on 9th November,
1976.


FIRST SCHEDULE


(Section 3 (4))


Modification of provisions of the Companies Act


Provision


Sections 1 to 3
inclusive

Section 4

Section 5


Modification


Delete.


Delete the word "seven" and substitute the word "two"

Delete and substitute-
Liability 5. The liability of the members of a
of mem- company formed under this Act shall be
bers to be limited to the amount of the par value of
limited, the shares held by each of them respec-
tively.


Rules.


Repeal of
No. 29 of
1966 and
No. 24 of
1976.


No. 32.


1976.























No. 32. International Corn panics 1976.


Provision


Section 6














Section 13 (1)


Section 14 (2)
Section 18
Section 24
Section 25
Section 27
Section 28
Section 34 (1) (a)
and (2)
Sections 36 to 38
inclusive
Section 40
Section 44


Section 45 (2)


Section 46 (2)


Modification


Insert, immediately after paragraph (.5), three new
paragraphs as follows-
(6) The names and addresses of each of the members
of the first board of directors, which shall con-
sist of not less than three members, and full
particulars of the authority given to each mem-
bed to sign on behalf of the company;
(7) The name and address of the resident repre-
sentative;
(8) In respect of every individual, other than a
member of the board of directors, to whom
authority is given to sign on behalf of the com-
pany, his name and address and full particulars
of his authority;
Insert, immediately after the word "printed", the words
"or typewritten".

Delete.
Delete.
Delete.
Delete.
Delete.
Delete.
Delete.

Delete.

Delete.
Delete the words "In default of any regulations as to
voting, every" and substitute the word "Every".

Insert, immediately after the word "printed", the words
"or typewritten".

Delete the words "in print".


No. 32.


International Companics


1976.






















In~crnational Companies


Provision


Section 63
Sections 64 to 69
inclusive
Section 70 (3)
Sections 88 to 94
inclusive
Section 96
Section 107 (6)
and (7)
Section 107 (8)
Section 109 (2)
Section 110 (1)
Section 112 (2)

Section 113

Section 114 (2)
Section 118
Section 120


Section 127

Section 129

Section 130 (c)


Section

Section


Sections 137 to
139 inclusive

First Schedule

Second Schedule


Modification


Delete.
Delete.

Delete.
Delete.

Delete.
Delete.

Delete all the words after the word "Company".
Delete the words "or contributory".
Delete the words "or any contributory".
Delete the words "or by any contributory of the Com-
pa'ny," in both places where those words occur.
Delete the words "may, on the application of a contri-
butory," and substitute the word "may".
Delete.
Delete the words ", contributories, or others,".
(i) Delete the words "or contributories" in both places
where those words occur;
(ii) Delete all the words after the words "each creditor".
Delete the words ", as between the contributories of the
Company, ".
(i) Delete the words "and contributories";
(ii) Delete the words "or contributories".
(i) Delete the words "calls and liabilities to calls,";
(ii) Delete the words "contributory or alleged contri-
butory, or other";
(iii) Delete the word "calls,".

Delete the words "or contributory".

Delete the words "or contributory".

Delete,


Delete.

Delete.


No, 32.


1976.






















No. 32. International Comnpanics 1976.


SECOND SCHEDULE (Sections 4 (2) and 13 (1))

Fees payable to the Registrar through the Authority

1. All International Companies:
(a) for registration, except in the case of an international insurance
company and a superannuation fund, a fee of five hundred dollars
or one-tenth per cent of the registered capital, whichever is the
greater;
(b) for registration of any increase of capital, a fee of one-tenth
per cent of such increase of capital;
(c) except in the case of an international insurance company and
a superannuation fund, an annual fee of one-tenth per cent of the
registered capital, or five hundred dollars, whichever is the
greater-
(i) payable on registration in respect of the period between the
date of registration and the 1st January of the next succeeding
year and calculated at the rate of one-twelfth of the annual
fee for each month and any part of a month;
(ii) payable in full not later than the 1st January of each succeed-
ing year after the date of registration;
(d) for registering any document required or authorized to be
Ip. 219. registered under the Companies Act as applied to this Act, a fee
of twenty dollars;
(e) for making a record of any fact required or authorized to be
lap. 219. recorded by the Registrar under the Companies Act as applied to
thia Act, a fee of twenty dollars;
(f) for a certified copy of a certificate of registration, a fee of twenty
dollars.

2. International Shipping Companies:
(a) for registration of each ship in Saint Vincent a fee of two dollars
and fifty cents per net ton of such ship payable on or before
registration;
(b) an additional annual fee of twenty cents per net ton of such ship-
(i) payable on registration in respect of the period between the
date of registration and the 1st January of the next succeeding
year and calculated at the rate of one-twelfth of the annual
fee prescribed in this paragraph for each month and any part
of a month;






















No. 32. International Companies 1976.


(ii) payable in full not later than the 1st January of each suc-
cessive year after the date of registration.

3. International Insurance Companies:
(a) for registration, a fee of one thousand dollars or one-tenth per
cent of the registered capital, whichever is the greater;
(b) an annual fee of one-tenth per cent of the registered capital or
one thousand dollars, whichever is the greater-
(i) payable on registration in respect of the period between the
date of registration and the 1st January of the next succeed-
ing year and calculated at the rate of one-twelfth of the
annual fee prescribed in this paragraph for each month and
any part of a month;
(ii) payable in full not later than the 1st January of each suc-
cessive year after the date of registration.

4. Superannuation Funds:
(a) for registration, a fee of six hundred dollars;
(b) an annual fee of four hundred dollars-
(i) payable on registration in respect of the period between the
date of registration and the 1st July of the next succeeding
year and calculated at the rate of one-twelfth of the annual
fee prescribed in this paragraph for each month and any part
of a month;
(ii) payable in full not later that the 1st July of each successive
year after the date of registration.

5. The fees specified in this Schedule are expressed in dollars issued by
the East Caribbean Currency Authority but may, as occasion requires be
quoted, and paid from, outside Saint Vincent in the currency of the United
States of America to an equivalent amount.

6. The fees prescribed in paragraph 2 of this Schedule are payable in
lieu of such other fee as may for the time being be prescribed by or under any
law relating to the registration of ships.





















269

International Companies


No. 32.


THIRD SCHEDULE

Memorandum of Association
aame:
The name of the Company is-


1976,


(Section 14)


Limited"


2. Address of Registered Office:

The address of the registered office shall be the address of the resident

representative, nam ely .................................................... ................... ............. St. V incent

West Indies.


3. Purpose:

The purpose of the Company is:









4. Liability Limited:

The liability of the members shall be limited.


5. Capital:
The fully paid up Capital of the Company is ............................................ ...................

thousand dollars divided into .................................... shares of ...................................................

dollars par value each.


I................. ................. ..........I...... ..........I...... .................























No. 32.


6. Directors and Chairman of the Board
The first directors shall be-


Name



Chairman

Other
Directors


First Names Address


Nationality Authority
to sign


*NOTE -
Insert as- appropriate:
"I" for Individual authority to sign;
"JA2" for Joint Authority to sign with any other signatory;
"SA" for Special Arrangement, in which case specify the special
arrangement below -


7. Resident Representative:
The resident representative shall be-

(N a m e ) ................................................. .....................................................................................................................


(Address)


279

International Companies


1976.


.............................................................


.............................................................


................................................................................................................................................................























8. Officers:

The first officers shall be-


Name


First Names


Address




I


Nationality


Authority
to sign*


*NOTE -
Insert as appropriate:
"I" for Individual authority to sign;
"JA2" for Joint Authority to sign with any other signatory;
"SA" for Special Arrangement, in which case specify the special
arrangement below -






We, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company in pursuance of this memorandum of
association a'nd the articles of association annexed hereto, and we respectively
agree to take the number of shares in the capital of the company set opposite
to our respective names;


Inctrnalional Companies


1976.


No. 32.





















International Companies


Name and Address


Signature


Total number of shares


Dated this


day of


Number of shares taken
by each subscriber


, 19


Witness to the above signatures:-

(Nam e) .................................................. ...............................................

(A address) .................................................. ................................................

(Signature) ..................................................... .............................................


FOURTH SCHEDULE


(Section 15)


ARTICLES OF ASSOCIATION

Regulations for Management of a Company Limited by Shares.

Shares
1. If several persons are registered as joint holders of any share, any one
of such persons may give effectual receipts for any dividend payable in respect
of such share.

2. Every member shall be entitled to a certificate under the common seal
of the Company specifying the share or shares held by him.

Transfer of Shares
3. Shares may be transferred by an instrument of transfer executed in
writing by the transferor, but the transferor shall be deemed to remain a holder
of such share until the name of the transferee is entered in the register book in
respect thereof.


No. 32.


1976.





















No. 32. International Companies 1976.


4. The Company may decline to register any transfer of shares made by
a member who is indebted to it.

Transmission of Shares
5. The executors or administrators of a deceased member shall be the only
persons recognized by the Company as having any title to his share.

6. Any person becoming entitled to a share in consequence of the death,
bankruptcy or insolvency of any member, may be registered as a member upon
such evidence being produced as may from time to time be required by the
Company.

7. Any person who has become entitled to a share in consequence of the
death, bankruptcy or insolvency of any member may, instead of being registered
himself, elect to have some other person to be named by him registered as a
transferee of such share.

8. The person so becoming entitled shall signify his election to transfer
a share by executing to his nominee an instrument of transfer of such share.

Increase in Capital
9. The directors may by special resolution of the Company increase its
capital by the issue of new shares, such increase to be of such amount in
aggregrate, and to be divided into shares of such respective amounts, as the
Company directs.

10. Subject to any direction to the contrary that may be given by the
meeting that sanctions the increase of capital, all new shares shall be offered to
the members in proportion to the existing shares held by them, and such offer
shall be made by notice specifying the number of shares to which the member is
entitled, and limiting a time within which the offer, if not accepted, will be
deemed to be declined and after the expiration of such time, or on the receipt
of a'ny imitation from the member to whom such notice is given, that he
declines to accept the shares offered, the directors may dispose of the same in
such manner as they think most beneficial to the Company.

General Meetings
11. Ordinary general meetings shall be held annut1lly within six months
after the closing of the business year at such time and place as may be pres-
cribed by the auditors.

12. All other general meetings shall be called extraordinary general meet-
ings.





















No. 32. International Companies 1976.


13. The directors may whenever they think fit, and shall upon a requisition
made in writing by not less than one-fifth in number of the members of the
Company, convene an extraordinary general meeting.

14. Any requisition made by the members shall express the object of the
meeting proposed to be called, and shall be left at the registered office of the
Company.

15. Upon receipt of such requisition, the directors shall forthwith pro-
ceed to convene an extraordinary general meeting. If they do not proceed to
convene the same within twenty-one days from the date of the requisition, the
requisitioners, or any other members amounting to the required number, may
themselves convene an extraordinary general meeting.

Proceedings at General Meetings

16. Seven days' notice at least, specifying the place, the day, and the hour
and the agenda of the meeting shall be given to the members but the non-receipt
of such notice by any member shall not invalidate the proceedings at any general
meeting.

17. No business shall be transacted at any general meeting except the
declaration of a dividend, unless a quorum of not less than half of the share-
holders representing not less than fifty per cent of the votes is present or repre-
sented thereat.

18. The chairman (if any) of the board of directors shall preside as
chairman at every general meeting of the Company.

19. If there is no such chairman, or if at any meeting he .is not present,
the members present shall choose one of their number to be chairman.

20. In the event of an equality of votes at any general meeting, the
chairman shall be entitled to a second or casting vote.

Votes of Members
21. Every member shall have one vote for every share.

22. If one or more persons are jointly entitled to a share or shares, the
member whose name stands first in the register of members as one of the holders
of such share or shares, and no other, shall be entitled to vote in respect of the
same.


23. Votes may be given either personally or by proxy.





















No. 32. International Companies 1976.


24. The instrument appointing a proxy shall be in writing, signed by the
appointor or if such appointor is a corporation under its common seal.

Directors
25 There shall be three or more directors.
26. The original number of the directors, the names of the first directors,
the chairman of the board and the authority of each director to sign shall be
determined by the subscribers of the memorandum of association.

27. Subsequent general meetings of the Company shall elect the directors
and the chairman of the board by special resolution for a tenure of office of
three years.

28. The remuneration of the directors, and their remuneration: for services
performed previously to the general meeting, shall be determined by the
Company in general meeting.

29. The Company, in general meeting, may by special resolution remove
any director before the expiration of his period of office.

30. A retiring director shall be eligible for re-election.

Powers and Duties of Directors
31. The business of the Company shall be managed by the directors, who
may pay all expenses incurred in getting up and registering the Company, and
may exercise all such powers of the Company as are not by the Companies Afif,
or by these articles, required to be exercised by the Company in general meeting,
subject nevertheless to any regulations of these articles, to the provisions of the
Companies Act and to such regulations, being not inconsistent with the afore-
said regulations or provisions, as may be prescribed by the Company in general
meeting; but no regulations made by the Company in general meeting shall
invalidate any prior act of the directors which would have been valid if sugh
regulation had not been made.

Proceedings of Directors
32. The directors may meet together for the despatch of business, adjourn,
and otherwise regulate their meetings as they think fit, and the quorum
necessary for the transaction of business shall be the majority of the directors.
Questions arising at any meeting shall be decided by a majority of votes. In
case of an equality of votes the chairman shall have a second or casting vote.
A director may at any time summon a meeting of the directors.



















276

No. 32. International Companies 1976.

33. If at any meeting the chairman is not present the directors present
shall choose one of their number to be chairman of such meeting.

34. The directors may delegate any of their powers to committees consisting
of such member or members of their body as they think fit; any committee so
formed shall, in the exercise of the powers so delegated, conform to any regula-
tions that may be imposed on them by the directors.

35. A committee may elect a chairman of their meetings; if no such
chairman is elected, or if he is not present at the time appointed for holding
the same, the members present shall choose one of their number to be chairman
of such meeting.
36. A committee may meet and adjourn as it thinks proper; questions
arising at any meeting shall be*determined by a majority of votes of the
members present provided the majority of the committee members are present,
and in the event of an equality of votes the chairman shall have a second or
casting vote.
Officers other than Directors

37. (1) The names of the first officers, if any, and the authority of each
such officer to sign shall be determined by the subscribers and stated in the
Memorandum of Association.
(2) Thereafter the officers, if any, and the authority of each such
officer to sign shall be determined by special resolution.
38. (1) The name of the first resident representative, who may be a director
or officer/ of the Company, shall be determined by the subscribers and stated in
the Memorandum of Association.
(2) Thereafter the name of the resident representative shall be deter-
mined by special resolution.
Dividends and Reserves
39. The directors may, with the sanction of the Company in general
meeting, declare a dividend to be paid to the members in proportion to their
shares.

40. No dividend shall be payable except out of the profits arising from
the business of the Company.
41. The directors may, before recommending any dividend, set aside out
of the profits of the Company such sum as they think proper as a reserve fund
to meet contingencies, or for equalising dividends, or for repairing or maintain-
ing the works connected with the business of the Company, or any part thereof;
and the directors may invest the sum so set apart as a reserve fund upon such
securities as they may select.





















No 32._ International Companies 1976.

u: f .A4Ihe directors may deduct from the dividends payable to any member
atcidudh' sums of money as may be due from him to the Company.

43. Notice of any dividend that may have been declared shall be given
to each member and all dividends unclaimed for three years, after having been
declared, may be forfeited by the directors for the benefit of the Company.

,I;.41 ,No dividend shall bear interest as against the Company.

Accounts

iA ~.~-,(1) The.directors shall cause true accounts to be kept.
i,., 2) The books of accounts shall be kept at the registered office of the
company or such other place as the Company may, from time to time, determine,
and, subject to any reasonable restrictions as ;to the time and manner of
inspecting the same that may be imposed by the, Company in general meeting,
glt:'~e"b'pen to'the inspection of the members during the hours of business.

'." '' "'' n Once at least in every year the directors shall lay before the Company
in ordinary general meeting a statement of the income and expenditure for the
past year made up to a date not more than six months before such meeting.

47. A balance sheet shall be made out in every year, and laid before the
Company in general meeting, and such balance sheet shall contain a summary
of the propetry and liabilities of the Company.

48. A printed copy of such balance sheet shall, seven days prior to such
meeting, be served on every member.

Audit

49. The Company may instruct the directors to have the accounts of the
Company examined, and the correctness of the balance sheet ascertained by
one or more auditor or auditors to be appointed by the Company in general
meeting.

50. The auditors may be members of the Company but no person may
be an auditor who is interested otherwise than as a member in any transaction
of the Company, and no director or other officer of the Company is eligible
during his continuance in office to be an auditor.

51. The auditors shall make a report to the members upon the balance
sheet and accounts, and in every report they shall state whether in their opinion
































No. 32. International Companies 1976.


the balance sheet is a full and fair balance sheet, properly drawn up so as to
exhibit a true and correct view of the state of the Company's affairs, arid in
case they have called for explanations or information from the directors, whether
such explanations or information have been given by the directors, and whether
they have been satisfactory.

r Notices

52. A notice may be served by the Company upon any member either
personally or by sending it through the post in a prepaid letter addressed to
such member at his registered place of abode.

53. All notices directed to be given to the members, shall, with respect to
any share to which persons are jointly entitled, be given to whichever of such
persons is named first in the register of members; and notice so given, shall .be
sufficient notice to all holders of such share.

54. Any notice, if served by post, shall be deemed to have been served
seven days after delivery to the post office, and in proving such service it shall
be sufficient to prove that the letter containing the notice was properly addressed
and put into the post office.






(Sections 4 (3) and 16)


FORM A
CERTIFICATE OF REGISTRATION


Registration No:


Type of Company


Name






Purpose of Company


Entry No.


Date of Registration Date of Cancellation


Domicile Entry No.



I


File No.





Entry No.






Entry No.














Entry No.


Address Entry No. Issu





Directors and Officers


Names Citizenship Address


ed Share


Shares


Function* Authority**
to sign


Name and Address of Resident Representative Date, Signature and Seal of Date, Signature and Seal of
the Registrar of Companies the St. Vincent Trust Authorit3


Entry No.


FIFTH SCHEDULE









Documents


SI ________________________________________


Designation


____________________________- I -


Date


Entries


No.


Date


Abbreviations (see overleaf)


S (i) In conjunction with "DIRECTOR"-
CH Chairman of Board
MD = Managing Director
(ii) In conjunction with "MANAGER"-
AM I Assistant Manager


I = Individual authority to sign
JS = Authority to sign jointly with another director
or officer
.... LTD. = Authority to sign limited to the amount shown
NS = No authority to sign







FORM B

CERTIFICATE OF REGISTRATION


Registration No:


File No. Date of Registration Date of Cancellation


Address


Trustees


Names


Citizenship Address


Date, Signature and Seal of
the Registrar of Trusts


Function*


Authority*
to sign


Date, Signature and Seal of
the St. Vincent Trust Authority
I


Entry No.






Entry No.


Name


Particulars









Entries


Documents


Abbreviations (See overleaf)





CH = Chairman of the Board of Trustees
R = Resident Trustees
** 1 = Individual authority to sign
JS = Authority to sign jointly with another Trustee
.... LTD. = Authority to sign limited to the amount shown
NS = No authority to sign


Designation


Date






































283

No. 32. International Companies 1976.


Passed in the House of Assembly this 30th day of December, 1976.



OWEN CUFFY,
Clerk of the House of Assembly.


I'KINTED BY THE GOVERNMENT PRINTER AT THE GOVERNMENT PRINTING OFFICE.
KINGSTOWN, ST. 'INCENT.
[ Price $8.10 cents.
1976.




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